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Community Interest Companies Act

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Community Interest Companies Act Community Interest Companies Act CHAPTER 38 OF THE ACTS OF 2012 as amended by 2014, c. 34, s. 3 © 2016 Her Majesty the Queen in right of the Province of Nova Scotia Published by Authority of the Speaker of the House of Assembly Halifax This page is intentionally blank. CHAPTER 38 OF THE ACTS OF 2012 amended 2014, c. 34, s. 3 An Act Respecting Community Interest Companies Table of Contents (The table of contents is not part of the statute) Section Short title........................................................................................................................................... 1 Interpretation..................................................................................................................................... 2 Conflict with Companies Act............................................................................................................ 3 Registrar of Community Interest Companies.................................................................................... 4 Designation of company to be incorporated ..................................................................................... 5 Designation of existing company...................................................................................................... 6 Designation of company to be formed by amalgamation ................................................................. 7 Statement in certificate...................................................................................................................... 8 Statement in memorandum of association ........................................................................................ 9 Company name ................................................................................................................................. 10 Directors............................................................................................................................................ 11 Duty of directors and officers ........................................................................................................... 12 Restriction on transfer of assets ........................................................................................................ 13 Ownership of property ...................................................................................................................... 14 Restrictions on dividends.................................................................................................................. 15 Restrictions on interest payments ..................................................................................................... 16 Restrictions on payments respecting shares......................................................................................17 Distribution of assets on dissolution ................................................................................................. 18 Eligibility of qualified entity to receive distributable assets............................................................. 19 Designation of qualified entity if none specified.............................................................................. 20 Community interest report ................................................................................................................ 21 Financial statements.......................................................................................................................... 22 Finality of determination or designation........................................................................................... 23 Documents available to public.......................................................................................................... 24 Review of designation....................................................................................................................... 25 Dissolution order............................................................................................................................... 26 Appeal of dissolution order............................................................................................................... 27 Regulations........................................................................................................................................ 28 Effective date .................................................................................................................................... 29 __________ Short title 1 This Act may be cited as the Community Interest Companies Act. 2012, c. 38, s. 1. Interpretation 2(1)In this Act, (a) “affiliate” means an affiliate within the meaning of subsection 2(2) of the Companies Act; JUNE 15, 2016 2 community interest companies 2012, c. 38 (b) “community interest company” means a company that has been designated as a community interest company pursuant to Section 5, 6 or 7 of this Act; (c) “community purpose” means a purpose beneficial to (i) society at large, or (ii) a segment of society that is broader than the group of persons who are related to the community interest company, and includes, without limiting the generality of the foregoing, a pur- pose of providing health, social, environmental, cultural, educational or other services, but does not include a political purpose or a pre- scribed purpose; (d) “company” means a company incorporated under the Companies Act; (e) “company to be incorporated” means any one or more persons who have subscribed their names to a memorandum of asso- ciation and have requested a certificate of incorporation from the Registrar of Joint Stock Companies under the Companies Act; (f) “designation documents” means the prescribed statu- tory declarations and other documents that must be filed to have an application to be designated as a community interest company con- sidered by the Registrar; (g) “distributable assets” means, in relation to a commu- nity interest company that is to be dissolved, the assets of the commu- nity interest company that remain after payment or provision for payment is made of (i) all of the community interest company’s liabili- ties and the costs, charges and expenses properly incurred in relation to the dissolution, and (ii) any money that, pursuant to the regulations, must be paid to shareholders of the community interest com- pany on dissolution before making a transfer referred to in clause 18(1)(b); (h) “Minister” means the Minister of Service Nova Scotia; (i) “prescribed” means prescribed by the regulations; (j) “qualified entity” means (i) a non-profit association within the meaning of Section 61A of the Co-operative Associations Act, (ii) a society incorporated under the Societies Act, (iii) a registered charity within the meaning of sub- section 248(1) of the Income Tax Act (Canada), or (iv) a prescribed entity; (k) “Registrar” means the Registrar of Community Interest Companies appointed under Section 4; JUNE 15, 2016 2012, c. 38 community interest companies 3 (l) “special resolution” means a special resolution within the meaning of Section 87 of the Companies Act.; (m) “Supreme Court” means the Supreme Court of Nova Scotia; (n) “transfer” means to transfer by any method and includes pay, spend, distribute, dispose, assign, give, sell, grant, charge, convey, bequeath, devise, lease, divest, release and agree to do any of those things. (2) For the purpose of this Act, a person is related to a community interest company if the person is (a) a director, officer or shareholder; (b) a person who beneficially owns shares; (c) an affiliate; or (d) a director or officer of another company that is an affil- iate, of the community interest company. 2012, c. 38, s. 2; 2014, c. 34, s. 3. Conflict with Companies Act 3 Where there is any conflict between this Act and the Companies Act, this Act prevails. 2012, c. 38, s. 3. Registrar of Community Interest Companies 4(1)A Registrar of Community Interest Companies shall be appointed in accordance with the Civil Service Act. (2) The Registrar shall perform such functions and duties relating to community interest companies as are conferred by this Act and the regulations. (3) The Registrar may delegate in writing some or all of the Reg- istrar’s functions or duties to one or more persons for the period specified by the Registrar. 2012, c. 38, s. 4. Designation of company to be incorporated 5(1)A company to be incorporated may apply to be designated as a community interest company by filing with the Registrar of Joint Stock Compa- nies (a) the incorporation documents required under the Com- panies Act; (b) the designation documents; and (c) the prescribed fees. (2) Upon receipt of the documents referred to in subsection (1), where the Registrar of Joint Stock Companies is satisfied that the incorporation doc- uments satisfy the requirements to register a memorandum of association and issue a certification of incorporation under the Companies Act, the Registrar of Joint Stock Companies shall JUNE 15, 2016 4 community interest companies 2012, c. 38 (a) forward a copy of each of the documents referred to in subsection (1) to the Registrar; and (b) pending the Registrar’s determination under subsec- tion (3), defer deciding whether to register the memorandum of asso- ciation and issue a certificate of incorporation. (3) The Registrar shall determine whether the company to be incorporated is eligible to be designated as a community interest company upon incorporation. (4) A company to be incorporated is eligible to be designated as a community interest
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