2011 will be a very important year for all associations and
charities who were incorporated under the Canada Corporations
Act. The new Not-for-Profit Corporations Act is
expected to be in force mid-year. This is the first major change in
this legislation in almost a century. All these corporations will
then have three years in which to take the appropriate steps to
review their by-laws and prepare, have approved and file,
applications for continuance under the new legislation. If they
fail to do so they may be automatically dissolved. Don't let
this happen to your organization.
Borden Ladner Gervais LLP (BLG) is preparing a program which
will assist all of our clients in creating the appropriate
documents and providing advice with respect to how to deal with the
new Act. Meanwhile, please take a look at Sylvie Lalonde's
article about the new Act in this edition.
B. ONTARIO CORPORATIONS NOT TO BE OVERLOOKED
This fall the Ontario government passed the new
Not-for-Profit Corporations Act, 2010 which currently is
expected to be in force in 2012. It will require all Ontario
incorporated charities and not-for-profit organizations to consider
the changes in the law and to determine what changes will be
necessary in their letters patent and by-laws in order to continue
to comply with the law and take advantage of some new changes.
Again, BLG will be "on top of" these changes and
available to assist all corporations incorporated under the
Ontario Corporations Act. We have included the first in a
series of "need to knows" later in this bulletin.
We believe that change brings opportunity. Victoria Prince, our
new Not-For-Profit Focus Group National leader, has already put a
team of lawyers and clerks together to help our clients
incorporated under the Canada Corporations Act and the
Ontario Corporations Act deal with the very important
challenges of the new corporation legislation. All of the clients
will have an opportunity to review their by-laws and their letters
patent as they deal with the new law. This will lead them to better
governance and will provide them with the opportunity to take
advantage of some of the sections of the new legislation. If this
is properly handled they will be better armed to move their
organization forward to accomplishing its mission.
Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
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