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 non-profit corporations.
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 Canada.
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 Canada.
Until they complete the continuance or are dissolved, corporations may continue filing applications for Supplementary Letters Patent and By-Law amendments under the Canada Corporations Act.
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.
