c-71 - Religious Corporations Act

À jour au 1^er avril 2007

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chapter C-71

Religious Corporations Act

1. In this Act, in the letters patent and supplementary letters patent granted under its authority and in the by-laws made by the corporations themselves, unless the context indicates a different meaning, the following words mean:

(a)  “congregation” : a group of religious who are members of a religious community;

(b)  “corporation” : any corporation constituted under this Act;

(c)  “church” : a group of persons who form a religious body;

(d)  (paragraph repealed);

(e)  “work” : an undertaking connected with a church or a congregation, or created for the benefit of its members;

(e.1)  “register” : the register instituted under the Act respecting the legal publicity of sole proprietorships, partnerships and legal persons (chapter P-45);

(f)  “visitor” : the person designated by the competent religious authority or any person exercising the visitor’s powers in accordance with section 9.

1971, c. 75, s. 1; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 188; 1993, c. 48, s. 397; 1999, c. 40, s. 92; 2002, c. 57, s. 1.

2. The enterprise registrar may grant letters patent under his hand and seal to any number of persons, not less than three, who apply for the constitution of a private corporation whose objects are to organize, administer and maintain a church, congregation or work of which they are members and whose purposes are charity, teaching, education, religion or welfare.

1971, c. 75, s. 2; 1982, c. 52, s. 189; 2002, c. 45, s. 339.

2.1. The name of a corporation must be in conformity with section 9.1 of the Companies Act (chapter C-38).

1993, c. 48, s. 398.

3. Such letters patent shall constitute the applicants who have signed the application and memorandum of agreement, and any persons who thereafter become members of the corporation created by the letters patent, a corporation having no share capital, for the objects set forth in section 2 and for no other object.

1971, c. 75, s. 3.

4. To obtain such letters patent, the applicants must comply with the same formalities, with the necessary modifications, as if they wished to be incorporated under Part III of the Companies Act (chapter C-38).

1971, c. 75, s. 4.

5. Before the letters patent are issued, the applicants must furnish evidence that they have been authorized to present the application for incorporation by the religious authority, if any, under whose jurisdiction they fall; they must also establish to the satisfaction of the enterprise registrar the truth and sufficiency of the facts set forth in their application and memorandum of agreement; for these purposes the enterprise registrar shall take and keep on record any requisite evidence in writing, given under oath, including the religious rules and constitutions, if any, of the church, congregation or work.

1971, c. 75, s. 5; 1982, c. 52, s. 190; 2002, c. 45, s. 339.

5.1. The enterprise registrar shall refuse to incorporate a corporation where the application of the corporation contains a name not in conformity with any of paragraphs 1 to 6 of section 9.1 of the Companies Act (chapter C-38).

1993, c. 48, s. 399; 2002, c. 45, s. 339.

5.2. A church or a congregation may, by written notice, with a copy thereof transmitted to the work, inform the enterprise registrar of the fact that the work incorporated under this Act has ceased to be connected with it.

If, within 90 days of receiving the notice, the work has not furnished the enterprise registrar with evidence that it is connected with another church or congregation, the work is deemed to apply for new letters patent in accordance with section 221 of the Companies Act (chapter C-38). The enterprise registrar shall, in that case, issue new letters patent, taking into account the information already furnished by the work at the time of its incorporation pursuant to this Act.

If the work furnishes the enterprise registrar with evidence that it is connected with another church or congregation, the enterprise registrar shall accept the evidence and deposit it in the register.

The church, the congregation or any interested person may apply to the enterprise registrar for the issuance of supplementary letters patent to change the name of the new legal person constituted under the second paragraph if it is not in compliance with section 9.1 of the Companies Act.

2002, c. 57, s. 2.

6. The enterprise registrar shall deposit the letters patent in the register, and, subject to such deposit but from the date of the letters patent, the persons therein named and the other persons who thereafter become members of the corporation shall be a private corporation under the name mentioned in the letters patent.

1971, c. 75, s. 6 (part); 1993, c. 48, s. 400; 2002, c. 45, s. 339.

7. The enterprise registrar shall sign documents he is authorized to sign under this Act.

1971, c. 75, s. 7; 1982, c. 52, s. 190; 2002, c. 45, s. 339.

8. Excepting the particular rules hereinafter set forth, Part III of the Companies Act (chapter C-38) shall apply with the necessary modifications to the corporations constituted under this Act.

Such corporations may exercise all the powers of a legal person thus constituted, including, in particular, the following powers :

(a)  acquire and alienate property by gratuitous or onerous title ;

(b)  carry out new constructions ;

(c)  invest its funds in its own name or as depositary and administrator ;

(d)  assist any person, including its members, pursuing any object similar to one of its own, cede any property gratuitously or not and lend money to such person, and secure or guarantee the person’s obligations or commitments ;

(e)  establish and maintain cemeteries and erect vaults in its chapels for the mortal remains of its members, its benefactors, or any person connected in any way with the corporation, in conformity with the Burial Act (chapter I-11) ;

(f)  provide for the education, instruction, sustenance and support of its members, persons in its service and those connected with it.

1971, c. 75, s. 8; 2002, c. 57, s. 3.

8.1. The letters patent constituting a corporation whose objects are to organize, administer and maintain a congregation may provide that the affairs of the corporation shall be administered by the person exercising the function of superior of the congregation or any equivalent function.

In such a case, the letters patent may provide that the corporation must first be authorized by a board of consultors to exercise its power to pass by-laws and to perform any act specified therein.

2002, c. 57, s. 4.

9. (1)  The letters patent may provide for a visitor; the visitor shall be designated therein by the office by which he is recognized by the competent religious authority.

The letters patent may also provide that the visitor may delegate his function to any person.

A delegation or the revocation of a delegation must be made in writing. Notice thereof shall be given to the enterprise registrar, who shall deposit it in the register.

(2)  When the letters patent provide for a visitor, he shall exercise the powers conferred upon any general or special meeting of the members by the Companies Act (chapter C-38).

(3)  If the corporation has a visitor, it must be previously authorized by the visitor to exercise the powers set out in subparagraphs a, b, c and d of the second paragraph of section 8 and to accept the endowments referred to in section 12.

(4)  If the letters patent or the supplementary letters patent provide for a visitor, he may, as such, visit the corporation and take cognizance of everything relating to the administration and management of its affairs; he may, subject to the by-laws of the corporation but without prejudice to the rights of third parties, compel it to do whatever he considers useful or necessary for the management, administration and improvement of its works and to cease doing whatever he considers inappropriate or unnecessary for such purposes.

(5)  The letters patent may also provide restrictions to the powers of the visitor.

1971, c. 75, s. 9; 1992, c. 57, s. 531; 2002, c. 57, s. 5.

10. Notwithstanding the Companies Act (chapter C-38), the letters patent or supplementary letters patent of a corporation may contain provisions enabling the board of directors to fix the term of the directors, which must not exceed six years.

1971, c. 75, s. 10.

11. If there is a visitor, the by-laws of the corporation may not provide for classes of voting members. If there is no visitor or if the powers of the visitor referred to in subsection 2 of section 9 have been restricted under subsection 5 of that section, the by-laws must provide for at least one class of members entitled to vote, and the annual and special general meetings of the members shall consist of those voting members.

1971, c. 75, s. 11; 2002, c. 57, s. 6.

12. The corporation may accept endowments for religious, charitable, educational or welfare purposes and be seized, as trustee within the meaning of the Civil Code, legatee or donee of the property given or transmitted by gift, will or otherwise by the maker of the endowment and bind itself, as such, to carry out the charges inherent in the deeds constituting such endowments.

The property of each endowment shall constitute a distinct patrimony which must be managed and administered separately and for which separate accounts shall be kept.

1971, c. 75, s. 12.

13. Any member of a corporation whose objects are to organize, administer and maintain a congregation may agree to devote his activities gratuitously to the service of the corporation and undertake to transfer to it all salary, remuneration or other advantages which are the result of his work, as long as he remains a member of the corporation.

1971, c. 75, s. 13.

14. A corporation whose objects are to organize, administer and manage a congregation shall represent its members and may, in its name but for their benefit, and with their consent, except in cases where it is impossible to obtain it, exercise their civil rights respecting the property they may own or acquire; it may, either as plaintiff or as defendant or in any other capacity:

(a)  exercise their judicial recourse when proceedings have not been instituted;

(b)  of its own motion and at any stage of the proceedings, continue any suit commenced by them, despite their capacity to continue it.

The corporation may also exercise for its benefit and in conjunction with the other beneficiaries, if any, the recourses provided by law in case of the accidental death of any of its members.

1971, c. 75, s. 14.

14.1. Where no mandate is given in accordance with article 2166 of the Civil Code by a member of a congregation in anticipation of the member’s incapacity, the corporation whose objects are to organize, administer and maintain the congregation shall have the mandate and responsibility to fully ensure the care and administer the property of the member for as long as the member remains a member of the congregation.

The corporation shall appoint one of its officers to carry out the mandate.

2002, c. 57, s. 7.

14.2. The performance of the mandate is subordinate to the occurrence of the incapacity and to homologation by the court, on the application of the corporation.

The application for homologation or the revocation of the mandate of the corporation shall be effected in accordance with the provisions of the Code of Civil Procedure (chapter C-25). The application for homologation must identify the officer appointed to carry out the mandate.

Proof that the mandator is a member of the congregation is proof of the mandate of the corporation.

2002, c. 57, s. 7.

15. Every corporation constituted under a special Act or general law for one of the objects or purposes mentioned in section 2 may apply to the enterprise registrar for letters patent continuing the corporation under this Act.

The enterprise registrar shall deposit the letters patent in the register and, subject to such deposit but from the date of the letters patent, the corporation shall be continued under this Act. The rights, obligations and deeds of the corporation are not affected by such continuance.

1971, c. 75, s. 15 (part); 1982, c. 52, s. 190; 1993, c. 48, s. 401; 2002, c. 57, s. 8; 2002, c. 45, s. 339.

16. The enterprise registrar, upon petition by the corporation, authorized by its visitor if it has one, may, on the conditions he determines, declare such corporation dissolved. Such dissolution shall take effect from the date mentioned in the notice deposited by the enterprise registrar in the register. Such notice shall be drawn up according to Form 1 and shall itself be evidence of its content.

In case of dissolution, no member of the corporation may participate in the division of the property of the corporation and such property shall vest in the non-profit corporation governed by this Act or by another general law or a special Act and designated in the petition for dissolution.

The corporation which has accepted the property so vested shall be seized, from the date of the dissolution, with the rights, property and obligations of the dissolved corporation, and all proceedings that might have been commenced or continued by or against the dissolved corporation may be commenced or continued by or against the succeeding corporation.

1971, c. 75, s. 16; 1982, c. 52, s. 190; 1993, c. 48, s. 402; 2002, c. 45, s. 339.

17. The corporation succeeding an existing corporation in accordance with section 16 shall cause to be registered in conformity with the laws governing publication of rights, at the registry office, a declaration showing the transmission of immovables resulting from that section and describing according to law the immovables so transmitted.

1971, c. 75, s. 17; 1999, c. 40, s. 92; 2000, c. 42, s. 153; 2002, c. 57, s. 9.

18. (This section ceased to have effect on 17 April 1987).

1982, c. 21, s. 1; U. K., 1982, c. 11, Sch. B, Part I, s. 33.

19. The Government designates the Minister responsible for the administration of this Act except the provisions relating to the responsibilities of the enterprise registrar, which are administered by the Minister of Revenue.

2002, c. 45, s. 340; 2006, c. 38, s. 31.

The Minister of Finance exercises the functions of the Minister of Revenue provided for in this Act. Order in Council 412-2016 dated 25 May 2016, (2016) 148 G.O. 2 (French), 2923.

Not in force

20. The Minister of Economic Development, Innovation and Export Trade is responsible for the application of this Act.

2002, c. 45, s. 340; 2003, c. 29, s. 170; 2006, c. 8, s. 31.

FORM 1

Notice of dissolution (Section 16)

The enterprise registrar gives notice that under the Religious Corporations Act (chapter C-71) he declares dissolved the corporation called (give the name of the corporation) constituted by letters patent dated .............. day of .............. 20..............

He also gives notice that the corporation called (give the name of the corporation and the Act by which it is governed) consents to be seized of all the rights, property and obligations of the corporation called (give the name of the dissolved corporation) and that such dissolution will take effect on ..............

1971, c. 75, form 1; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 191; 2002, c. 45, s. 341.

REPEAL SCHEDULE

In accordance with section 17 of the Act respecting the consolidation of the statutes (chapter R-3), chapter 75 of the statutes of 1971, in force on 31 December 1977, is repealed, except section 18, effective from the coming into force of chapter C-71 of the Revised Statutes.