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
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
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
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.
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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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