Exemption to restrict access to corporate documents
This policy sets out information about applying to the Director appointed under the Canada Not-for-profit Corporations Act (NFP Act) to restrict access to a corporation's documents. This policy will help you determine:
- what corporate documents a corporation is required to keep and who has access to what; and
- whether you, as a member, or your corporation should apply to restrict access.
For the purpose of this policy, "corporate documents" means a corporation's corporate records as well as various other documents related to the affairs of a corporation (e.g., a list of members or debt obligations holders required to be produced by subsections 22(4) or 23(2) of the NFP Act). The table below includes the main corporate documents covered by this exemption.
This document is intended to provide information and set out guidelines. It is not intended to be a binding statement of the decision that will be made in any particular case, especially if the decision would be incompatible with the interests of the public generally. It is also not intended to replace legal advice. You may wish to consult a lawyer or other professional advisor to ensure that your specific needs are taken into consideration when making an application.
September 11, 2013
|Corporate Documents||Who has access to it|
|Articles , by-laws and unanimous member agreements||
|Minutes of Meetings of Members||
|Resolutions of Members||
|Register of Debt Obligations
|Register of Directors
|Register of Officers
|Register of Members
|List of Debt Obligations Holders
|List of Members
|Other Corporate Documents
It should be noted that some of the corporate documents listed above are called "registers" while others "lists". A "register" is an ongoing record that needs to be kept by the corporation. A "list" is created upon request and its information is drawn from its corresponding "register" on a specific date. As indicated in the chart above, the information contained in a "list" is limited compared to that of its corresponding record.
For more details about these corporate documents and how someone can access them, refer to Part 4 of the NFP Act and the corresponding sections in the Canada Not-for-profit Corporations Regulations.
Access to the corporate documents listed above is important because it enables certain individuals to make informed decisions about a specific corporation based on that information. For example, a member could access a corporate document of a corporation to contact other members about an upcoming vote or to requisition a meeting of members.
Considering whether to make an application
Why would a corporation or a member apply for an exemption to restrict access to corporate documents?
A corporation or a member may consider applying for this exemption when access to that record would be detrimental to a member or to the corporation if access to certain information was allowed.
When can a corporation or a member apply?
An application may be made at any timeFootnote 2.
How long will the exemption be effective?
The exemption can either be effective for a specific period of time or for the remainder of the corporation's lifetime. It takes effect as of the date that appears on the exemption of the Director.
Can anyone get a copy of an application for this exemption or the exemption order?
Pursuant to paragraph 279(1)(b.1) of the NFP Act, a person is not entitled to examine or make copies of or take extracts of corporate records or documents regarding an application for this exemption.
Test to be applied by the director appointed under the NFP Act
To grant this exemption, the Director must reasonably believe that allowing access would be detrimental to a member or the corporation.
Consequently, the question the Director will ask in assessing an application is:
Would allowing access be detrimental to a member or the corporation?
The Director will weigh the arguments in an application for this exemption against the reasons for the accessibility of information, such as the right for certain individuals to make informed decisions about a specific corporation based on that information.
What information must be included in an application?
An application must clearly set out:
- what corporation the application is regarding;
- what corporate documents (partially or in full) you want to restrict access to; and
- what the detriment would be, and to whom, should access be allowed.
All applications will be reviewed on a case-by-case basis.
Additional information about decisions made by the Director appointed under the NFP Act.
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