{"id":17262,"date":"2014-06-04T13:48:40","date_gmt":"2014-06-04T17:48:40","guid":{"rendered":"https:\/\/www.cccc.org\/news_blogs\/?p=17262"},"modified":"2020-10-02T10:13:41","modified_gmt":"2020-10-02T14:13:41","slug":"deadline-for-cnca-continuance-approaches-%e2%80%8b","status":"publish","type":"post","link":"https:\/\/www.cccc.org\/news_blogs\/legal\/2014\/06\/deadline-for-cnca-continuance-approaches-%e2%80%8b\/","title":{"rendered":"Deadline for CNCA Continuance Approaches! \u200b"},"content":{"rendered":"

THIS POST HAS BEEN WRITTEN BY GUEST AUTHOR BARRY W. BUSSEY, VP-LEGAL AFFAIRS, CCCC<\/p>\n

Federally incorporated charities have only until\u00a0October 17, 2014\u00a0to apply for a certificate of continuance under the Canada Not-for-profit Corporations Act<\/em> (\u201cCNCA\u201d). Failure to continue may result in the corporation being dissolved. Registered charities that are dissolved will also lose their registered status with Canada Revenue Agency. That scenario will be a source of consternation for donors and charities alike. If you are a federally incorporated charity and have not yet filed your continuance, then time is of the essence! Do not delay. Review the resources below and seek legal counsel as soon as possible.<\/p>\n

Applying for a certificate of continuance is not just a matter of submitting a form. Before submitting your documentation to Corporations Canada, you will need to obtain prior approval of members<\/a>\u00a0through a members meeting held in accordance with your existing bylaws. The NFP Act requires that the articles of continuance be approved by a special resolution<\/a> of members, which means that the resolution must be passed by at least two-thirds of the votes cast at the meeting.<\/p>\n

As we have explained in previous materials, you will also need to have CRA approve any changes to your corporate objects before you file your continuance. We understand from lawyers working on these files that the process is taking 75 business days at present.<\/p>\n

If your federally incorporated charity misses the\u00a0October 17\u00a0deadline, you will be sent a \u201cPending Dissolution Notice\u201d informing you that the corporation has 120 days to transition. Industry Canada has noted: \u201cCorporations that do not complete the transition before the end of the 120-day notice period will be assumed to be inactive and will be dissolved<\/a>.\u201d\u00a0 Your corporation will then be listed on Corporations Canada\u2019s online database with a status of “Active – Dissolution Pending (Failure to transition),” which may cause your supporters to be concerned about your timeline for filing your transition documents in time.<\/p>\n

In conclusion, remember Benjamin Franklin\u2019s words of wisdom: \u201cYou may delay, but time will not.\u201d<\/p>\n

Resources<\/strong>\u00a0<\/strong><\/p>\n