For federally incorporated non-profit corporations (both
charities and NPOs), the deadline for completing their continuance
under the Canada Not-for-Profit Corporations Act (CNCA) is
approaching rapidly. The continuance must be completed by
October 17, 2014. The consequences of non-filing by this date
are described below, but include the possibility of dissolution as
a corporation and (if applicable) de-registration as a charity.
In February, Corporations Canada held an information/feedback
session, which included an update on various matters pertaining to
The majority of corporations have not yet completed the
continuance process. As of February, only about 2500
corporations (out of approximately 13,000 federally incorporated
non-profit corporations in Corporations Canada's records) had
completed the transition under the CNCA. Of these 2500
continuances, 1900 were done in 2013. It can therefore be
anticipated that a significant spike in continuances will take
place in the coming months, which will put pressure on the
government's resources in processing them.
Corporations Canada has also published a list of Frequently Asked Questions with respect to the
dissolution process once the October 17th deadline is
passed. On October 17, 2014, Corporations Canada will begin
sending reminder notices to those corporations that have yet to
continue under the CNCA. The notice will give corporations a
period of 120 days to file their continuance. The notice will
be sent to the address of the corporation shown on the public
record. As noted previously in
this newsletter, it is therefore very important that
corporations maintain up-to-date records with Corporations
Canada. The address can be updated by sending an email to
Corporations that fail to complete the transition within the 120
period will be considered inactive and will be dissolved. A
public listing of the corporations that are to be dissolved will be
published on the Monthly Transactions website page of Corporations
Until they complete the continuance or are dissolved,
corporations may continue filing applications for Supplementary
Letters Patent and By-Law amendments under the Canada
If your federally incorporated corporation has not yet
started the continuance process, it is imperative that you begin
the process as soon as possible.
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.
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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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