The deadline for federal not-for-profit corporations to continue under the Canada Not-for-profit Corporations Act (the "CNCA") was October 17, 2014. "Continuance" is the process whereby all federal not-for-profit corporations are required to transition all of their corporate documents to comply with a new set of rules that govern the not-for-profit sector.
Any federal not-for-profit corporation that has not yet completed the transition process is now at risk for being dissolved by Corporations Canada.
The dissolution process will not be automatic. Corporations Canada has indicated that it will issue a Pending Dissolution Notice ("Notice") to corporations that have not yet continued. The Notice will provide that a corporation as 120 days from the date of the Notice to complete its transition under the CNCA, failing which it will be dissolved with no further notice.
The dissolution Notices will be sent out in phases. The order will be determined based on a corporation's filing history with Corporations Canada. Corporations that have never filed an Annual Summary or have not filed in several years will be presumed to be inactive and will be the first to receive a Notice. Corporations that have maintained their annual filings will be among the last groups to receive a Notice.
Below we have reproduced an update that was published on Corporation Canada's website on October 20, 2014; just days after the CNCA deadline.
There are several steps in the continuance process and corporations should not want to put themselves in a position where they are faced with being dissolved within 120 days upon receiving a Notice. Our Charities and Not-for-Profit team would be pleased to assist any corporation that has not yet completed this mandatory continuance process.
Corporations Canada Notice, dated October 20, 2014 [reproduced from Corporation Canada]
The October 17 Deadline Has Passed – Next Steps
Corporations Canada has started taking steps to dissolve corporations that have not transitioned to the Canada Not-for-profit Corporations Act. Before dissolving a corporation, Corporations Canada will first send the corporation a notice informing it of its intent. The Frequently Asked Questions on our website provides information regarding dissolution that may be of interest to you.
For those federal not-for-profit corporations that have not made the transition and who still wish to do so, there is still time to transition. For more details on the transition, see the Transition Guide.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
