Authored by Derek B.M. Ross.
As we highlighted in previous blog posts (here and here) and bulletin articles (here and here), charities that were federally incorporated under the Canada Corporations Act had until October 17, 2014 to apply for a certificate of continuance under the new Canada Not-for-profit Corporations Act (“CNCA”). Those that have not yet done so could now risk dissolution and losing their registered charitable status.
Note: this requirement does not apply to charities incorporated under provincial legislation (e.g., Alberta’s Societies Act or Ontario’s Corporations Act) or to those that are not incorporated (e.g., those organized by declaration of trust). If your charity is unsure of its status, consult Corporations Canada’s online database of federal corporations as well as your own governing documents.
Although the deadline has passed, there is still time for federally incorporated charities to file their articles of continuance, but they must do so as soon as possible, and before they are dissolved by Industry Canada.
Industry Canada previously indicated that it would be sending out notices of dissolution to corporations in phases, based on their filing history. According to Industry Canada’s website, “corporations that have never filed an annual summary or that have not filed in several years are presumed to be inactive and will be among the first groups to be issued a Pending Dissolution Notice. Corporations that are up-to-date with their annual filings will be among the last groups.”
It has been confirmed that Industry Canada has begun sending out notices. For a sample of what the notice looks like, see the Notice of Pending Dissolution posted on the GlobalPhilanthropy.ca blog.
The notice is being sent to corporations at their address recorded with Corporations Canada. However, if a corporation has moved and/or has not updated its records, it may not receive the notice. Charities should take the opportunity to review Corporations Canada’s database and ensure their records are up to date, and confirm that nothing is outstanding with respect to their CNCA transition.
Corporations that have been issued the notice and do not complete the transition before the end of the 120-day period will be assumed to be inactive and will be dissolved. As such, federally incorporated charities that have not yet applied for continuance should seek legal counsel immediately to prepare and file the necessary continuance documents.
Noteworthy is provided for general information purposes and does not constitute legal or professional advice. Every organization’s circumstances are unique. Before acting on the basis of information contained in this blog, readers should consult with a qualified lawyer for advice specific to their situation.