Topics: Canadian Charity Law, Transparency, New corporate non-profit acts, Non-Profits that are not registered charities
Corporations Canada recently released a notice on the public disclosure requirements relating to the corporate information that they collect as part of the services they provide for corporations.
The notice from Corporations Canada is a helpful reminder that specific information relating to federal corporations is subject to disclosure requirements, such as the registered office address, the names and addresses of the directors, and the governing legislation of the corporation, all of which are fully accessible to the public. Corporations Canada provides the option to provide an address for service if directors have privacy concerns with disclosing their residential address.
Please see the full release from Corporations Canada outlined below, which can be accessed here:
"Information about federal corporations is public information. This includes a corporation’s registered office address, and the names and addresses of its directors.
Why corporate information is public information
The corporate laws that govern federal corporations require the public disclosure of this information. This applies even after a corporation has been dissolved. Corporate information is made public to help people, like investors, financial institutions and other stakeholders, make timely and informed decisions about Canadian corporations.
Some public information on a corporation, such as the registered office address, the names and addresses of directors and its governing legislation, is published on the Corporations Canada’s online database. To access the information on a specific corporation, use the Search for a Federal Corporation tool.
Directors’ information is corporate information
Information about directors is corporate information, and as such, is required to be made public. It is important that it be made public because this disclosure lets people know who is responsible for the corporation. Those who may want to access public corporate information include shareholders, investors or legal counsel. While a person’s home address is usually considered to be personal information, the Privacy Act allows for this information to be made available to the public because corporate laws require its disclosure.
The address directors must provide can either be
a residential address
an address for service that is not their residential address. An address for service is an address where legal documents must be accepted by the director or someone on the director’s behalf.
A director’s address cannot be a post office box.
Corporate information regarding directors must be updated within 15 days of the change being made. This can be done by an individual who is authorized by the directors to do so. It is free and easy through the Online Filing Centre (a corporation key is required). Anyone who is not authorized to update this information can either contact the corporation or contact Corporations Canada. Corporations Canada will inform the corporation of its reporting obligations.
While corporate information must be made public, other types of information collected by Corporations Canada are managed according to governmental legislation and policies.
Historical corporate information is still public information
Information and documents filed with Corporations Canada are not removed from the corporate records even when new information or documents are filed. This includes documents previously filed, filed for previous years or filed by mistake. Corporate laws require the public disclosure of this information. Members of the public can request copies of documents filed with Corporations Canada.
How Government manages other types of information
The Government of Canada and Industry Canada are committed to respecting the privacy rights of Canadians. Info Source: Sources of Federal Government and Employee Information provides information about the functions, programs, activities and related information holdings of government institutions subject to the Access to Information Act and the Privacy Act. Info Source provides individuals and government employees (current and former) with information on how to access personal information that is held by government institutions subject to the Privacy Act, and how to exercise their rights under that Act. A description of the types of personal information held by Corporations Canada, its consistent uses, as well as its retention and disposal standards, are described in Industry Canada’s Info Source under Marketplace Frameworks and Regulations (see bank numbers IC PPU 049 and IC PPU 050).
Information appearing on other websites
Corporations Canada does not have any authority over the content of other websites and, as a result, cannot remove information from these sites. Concerns should be addressed directly to the organization responsible for the site.
For more information, contact Corporations Canada."
Do you require legal advice with respect to Canadian or Ontario non-profits or charities?
Mark Blumberg is a partner at the law firm of Blumberg Segal LLP in Toronto and works almost exclusively in the areas of non-profit and charity law.