Many Canadian non-profit corporations don't know about the Canada Not-for-profit Corporations Act (“CNCA”) which came into force in 2011 and requires that all existing Canada Corporations Act (CCA) non-profit corporations must transition to the CNCA by October 17, 2014. Corporations that do not make the transition by the deadline will be assumed to be inactive and will be dissolved by Corporations Canada. Industry Canada has indicated that the deadline will not be extended and that they will start sending out Notice of Pending Dissolution in October of 2014.
This Thursday, Bill 85 - An Act to amend various companies statutes and to amend other statutes consequential to the Not-for-Profit Corporations Act, 2010 will enter its Second Reading by the Ontario Legislature and then be referred to a Standing Committee. This Bill, which had its first reading on June 5, 2013, proposes some amendments to the Ontario Not-for-Profit Corporations Act ("ONCA"). This Bill is similar to the earlier version. There has been a significant delay of the implementation of ONCA and passing this Bill will be an important step in moving the process forward.
I have received some very positive feedback on the disclosure of the list of Ontario non-profit corporations. Here is the list.
Here is a list of the Ontario non-profit corporations under the Ontario Corporations Act. There are 59,605 Ontario corporations on the list. The list is 1084 pages long. Some of the Ontario corporations are active and some are inactive. We think that it is important for organizations to be able to have a public list so that they can easily determine whether or not they are an Ontario corporation.
As some people know October 17, 2014 is the deadline set for Canada Corporations Act (CCA) non-profit corporations to move over to the new CNCA or face potential dissolution. It will be 3 years from the date the CNCA came into force. Industry Canada has announced that they will start sending out notices after the October 17, 2014 deadline.
Federal non-profit corporations under the Canada Corporations Act (CCA) have until October 17 to continue/move over to the new CNCA. Here is a short webinar with 15 slides and takes 15 minutes on the CNCA continuance process. If you have not completed the process you need to get moving. Federal non-profits that are dissolved will also end up losing their charitable status with all the related consequences. View WEBINAR
The CRA has reminded Canadian registered charities and registered Canadian amateur athletic associations that are incorporated under the Canada Corporations Act that the have till October 17, 2014 to continue to the new CNCA or face possible revocation of charity status in the event they are dissolved by Industry Canada. This message only relates to Federal non-profit corporations and not provincial incorporated charities.
I enjoyed giving a presentation tonight to an MBA class at Schulich School of Business at York University on Structures for Social Enterprise. Great students and lots of questions.
It looks like the new Ontario Not-for-Profit Corporations Act, 2010 (“ONCA”) will not come into force until July 2014 or perhaps in 2015. If one is considering establishing a new charity today and you are based in Ontario we would strongly encourage you to use a Federal corporation under the Canada Not-for-profit Corporations Act (CNCA) and avoid using the old Ontario Corporations Act (OCA). Otherwise, you will establish an Ontario corporation and you will probably have to make changes to bring it into compliance with the new ONCA in a year or two or three. For most, save the aggravation and double work and start off Federal.
Here is an updated from Blumbergs Canada Not-for-profit Corporations Act (CNCA) Suitcase . The Canada Not-for-profit Corporations Act (CNCA) came into force on October 17, 2011. Organizations now have less than one year to continue to the new act or face involuntary dissolution and if you are a charity then loss of registered charitable status. You might find the CNCA Suitcase a useful resource.
Under the CNCA since it came into force in October 2011 there have been 2700 incorporations and 1800 continuances. This is according to numbers provided by Industry Canada.
The short answer is that no one really knows. I asked Industry Canada to comment on this “The number of CCA corporations is commonly said to be 19000. It is actually about 25,000 on the rolls of IC but some of those are thought to be inactive because they have not filed in a very long time. Hence the lower number of 19,000. The number of corporations that are up to date in their corporate filings is about 13,000 although some corporations that may be active may not be up to date in their corporate filings. The number that are expected to continue is somewhere between 13-19,000.”
The new Ontario Not-for-profit Corporations Act (ONCA) is likely to come into effect in July 2014. The Ministry of Consumer Services has started to place some information on the new act on their website. We have tried to consolidate all the available information in one PDF document. For up to date information check the Ministry of Consumer Services website. One can search for words (usually Control F) throughout the document. This document may not be comprehensive and in the future may be updated. This document is current as of September 4, 2013.
The Ontario Ministry of Consumer Services has provided an update today on the implementation status of the Not-for-Profit Corporations Act, 2010 (ONCA). The Ministry notes: “The Act is targeted to come into effect in 2014. Amendments to more than 80 statutes including the Act were introduced in the legislature in June 2013. It is anticipated that these amendments will be debated in the legislature in fall 2013. If the amendments are passed by the legislature, the Act is anticipated to come into force no earlier than six months after passage in order to ensure adequate time for not-for-profit corporations to prepare for transition.” In other words the ONCA is slated probably to come into effect around July 1, 2014!
Industry Canada has been sending notices about new corporate services that will be available online for CNCA corporations. As well they are providing a corporate key for non-profits to access those services.
Wayne Gray, Allen Doppelt and myself will be presenting a webinar for the Canadian Bar Association on “Continuance Under the New Canada Not-for-profit Corporations Act”
We have just released the Blumbergs’ Canadian Charity Law List July 2013,
I recently received updated numbers from Industry Canada on the CNCA. they show some progress but a lot more needs to be done.
The CRA has just posted a new guidance which will be very helpful for Canadian charities. It is called CG-019, How to Draft Purposes for Charitable Registration. Also the CRA has updated their model purposes. The purposes or legal objects of a charity are very important. This guidance will be helpful to those considering setting up new charities. Also with so many Canadian charities needing to do corporate changes under the CNCA or ONCA this provides an opportunity for some charities to update objects which may not be helpful to the organization. If you are a registered charity and considering updating your objects this guidance will be helpful. You may also want to obtain legal counsel as you will need to discuss the changes with CRA. The objects are vital to the scope of the work conducted by a charity and CRA in order to review any revised objects will require a detailed description of activities because the Charities Directorate does not look at objects by themselves.
Confused about the Ontario Not-for-Profit Corporations Act (ONCA)? In this article we have summarized some things that non-profits and charities should consider
The Ontario Government has introduced The Companies Statute Law Amendment Act, 2013 on June 5, 2013 which “contains proposed consequential, clarifying and transitional amendments which are necessary to support proclamation of ONCA, which received Royal Assent in October 2010 and is targeted to come into force no earlier than January 2014.” Thanks to Cliff Goldfarb for the heads up.
Corporations Canada, under Industry Canada, has started sending out default notices to organizations that are under the new CNCA but have not filed their Form 4022 - Annual Return. The Annual Return is quite easy to complete. Here is a link to it:
http://www.ic.gc.ca/eic/site/cd-dgc.nsf/vwapj/FRM-4022-e.pdf/$file/FRM-4022-e.pdf It can also be filed online at http://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs04956.html
Today the Ontario government announced the release of the plain language guide to the ONCA.
Do you require legal advice with respect to Canadian or Ontario non-profits or charities?
Mark Blumberg is a partner at the law firm of Blumberg Segal LLP in Toronto and works almost exclusively in the areas of non-profit and charity law.