Here is an agenda for the Blumbergs' Charity Law Institute 2015. You can register here.
Here is an agenda for the Blumbergs' Charity Law Institute 2015. You can register here.
The Canadian Charity Law Association is delivering some upcoming webinars. Registration is free but space is limited.
As many know the Ontario Not-for-Profit Corporations Act (ONCA) was passed in 2010 and was supposed to be brought in by January 2013. There are ostensibly 59,000 Ontario non-profits, although many may be dormant. The Ontario government announced today "The government is fully committed to bringing ONCA into force at the earliest opportunity and will provide the sector with at least 24 months’ notice before proclamation". This probably means that ONCA will not come into force until probably 2018 or later. This will be very disappointing for non-profits under the Ontario Corporations Act who will have waited over 8 years for the change.
The Bottom Line recently published an article entitled Ontario non-profits await new legislation by Mark Blumberg. The article discusses options for Ontario non-profits including waiting for ONCA or moving forward to the new CNCA and skipping ONCA altogether.
As many have noted the Ontario budget was not that exciting. There is one sentence on ONCA hidden at the end of a paragraph on business modernization. "As an early priority, the government will take steps to enable the proclamation of the Ontario Not-for-Profit Corporations Act, 2010." It is interesting that the government is concerned with modernizing corporate legislation as "a comprehensive review of corporate and commercial statutes has not been undertaken in the past 10 years". Wow 10 years! Well the Ontario Corporations Act has not been substantially changed since the 1950s (that is over 60 years!) and ONCA was passed in 2010 and still has not been brought into force.
Industry Canada is now providing as part of their ‘Monthly Transactions’ online a list of the Corporations that it intends to dissolve as a result of failing to transition to the Canada Not-for-Profit Corporations Act (‘CNCA’).
Here is my article 20 Ways We May Be Able To Help You With ONCA. It sets out some of the items that our law firm can assist Ontario non-profit corporations with when preparing for ONCA.
As we have reported before Industry Canada has sent out over 16,000 notices of pending dissolution to about 6000 CCA corporations. Typically Industry Canada sends such notice to the registered office and each director. However, if Industry Canada knows that the address is not correct they will not send out a notice to that address. Industry Canada was holding back sending notices to groups that have recently filed or are registered charities. However, in order to tie off the CCA, Industry Canada has to have removed all CCA corporations. Industry Canada a few weeks ago confirmed that its goal is to provide by September 2015 notices to all other remaining CCA corporations including registered charities.
We are now in February of 2015. ONCA has not moved forward since the Ontario election last year. It looks like ONCA may not even come into force until mid-2016 and perhaps 2017. It is difficult to know what will happen but the microfiche based record system for Ontario corporations and very outdated technology that Ontario currently uses will likely make the transition challenging. There are 59,000 Ontario non-profit corporation listed on the Ontario government database. If even 30,000 are active and need to make changes I am not confident that the Ontario system is going to work well. The easy and quick solution for many Ontario corporations that are not interested in waiting any longer is to move to the Federal CNCA. Skip the line up and anxiety of ONCA and move to the CNCA. Here is an article our firm wrote on the subject entitled "Ontario Corporations Don't Need to Wait for the ONCA - Continuing from the OCA to Federal Jurisdiction" for the Ontario Bar Association.
I recently filed a submission with the Ontario government entitled "Enhancing the ONCA Transition for Ontario non-profit corporations that are registered charities by reducing redundant regulatory review"
Over the last 6 weeks Corporations Canada of Industry Canada has sent out an estimated 16,000 notices to approximately 6000 Canadian Federal non-profit corporations that are still under the Canada Corporations Act (CCA). Industry Canada sends notices to the corporation and to each director. They also publish the names of the corporations online.
We are looking forward to presenting the Blumbergs' Canadian Charity Law Boot Camp 2015 on April 14, 2015. For information or to register see: Blumbergs' Canadian Charity Law Boot Camp 2015
Here is a Notice of Pending Dissolution from Industry Canada that we recently reviewed. Industry Canada will be sending out thousands of these over the next few months.
For a number of months Corporations Canada of Industry Canada has provided more director information on their website with respect to Federal non-profit Corporations under the Canada Corporations Act (“CCA”) and new Canada Not-for-profit Corporations Act (“CNCA”). Previously, the list of directors (and their addresses) was excluded from the free corporate information provided on Corporations Canada’s website. However, the public was able to access this director information by filing a request with Corporations Canada (a fee per page was being charged and you had to provide a credit card for the $1-$2 charge which is cumbersome).
Industry Canada has started the long and arduous process of notifying corporations under the Canada Corporations Act that have NOT continued to the CNCA that they will be dissolved. Industry Canada has sent notices of pending dissolution to the CCA corporations. Industry Canada's Monthly Transactions for November include a list of which corporations have received such notices of pending dissolution.
Here is a recent article from Mark Blumberg and Kate Robertson entitled Ontario Corporations Don't Need to Wait for the ONCA - Continuing from the OCA to Federal Jurisdiction. For many Ontario corporations who don't want to wait for the ONCA which may or may not come into force in 2016, or want to carry out governance changes now, a continuance from Ontario to Federal may be an appealing option.
Industry Canada has updated their "Frequently Asked Questions" with respect to the CNCA Continuance process to provide some useful information to the public on what will happen to corporations still under the CCA now that the continuance deadline of October 17th has passed.
If you are submitting corporate documents to Industry Canada then expect delays in processing. What might have been a 1 week turnaround for a continuance may now be 2 weeks. This delay is caused by a large number of last minute continuance filings. However, if you have not filed your continuance documents do not despair - see our note here.
As many of you know on October 17, 2011, the Canada Not-for-profit Corporations Act (CNCA) came into force. Canadian non-profits under the Canada Corporations Act (CCA) have 3 years to make the transition. The bad news first - today is the deadline. The good news is that about 9000 CCA corporations of 19,000 or so have moved over to the CNCA. About another 1000 are in the pipeline according to Industry Canada and being processed. The next bit of good news that you should know is that although the deadline for the transition is October 17, 2014, dissolution is not automatic today and in fact Industry Canada will apparently start very slowly dissolving corporations beginning in November and focusing in on corporations who have not filed their corporate returns for many years.
CRA has been sending out numerous notices with respect to the importance of Canada Corporations Act (CCA) corporations continuing to the new Canada Not-for-profit Corporations Act (CNCA). A number of people have contacted us with respect to the notice. In some cases the Federal corporations were established in 2012 or 2013 under the CNCA. In other words they were never even under the CCA and cannot continue to the CNCA. Therefore, some of these notices may be sent to corporations that need to make changes, but others may be sent in error. You can check your status and under which act you are currently under at the Industry Canada website. It is easy and free.
I recently saw this notice from RBC to a client of theirs that the registered charity's banking services are at risk if they do not continue to the CNCA. RBC also wants copies of the continuance documents. Just a reminder that Federal non-profit corporations under the Canada Corporations Act need to continue to the Canada Not-for-profit Corporations Act.
Industry Canada has been warning Federal non-profits that are under the old Canada Corporations Act to continue. They are sending out with Annual Returns under the old act warnings to non-profits to continue or face dissolution.
As I have noted before I am concerned that many thousands of Federal non-profit corporations have not continued to the new CNCA and at some point after October 17, 2014 they will be dissolved by Industry Canada. That is a particular problem for registered charities in that CRA will eventually revoke the registered charities status of those charities.
The B.C. Ministry of Finance has released a White Paper which sets out policy recommendations and proposed draft legislation for a new and more modern "Society Act" in British Columbia, which governs not-for-profit organizations in B.C. The consultation process to amend the current legislation began in 2009.
I recently contacted Industry Canada and they advised that as of July 26, 2014 there have been 5,386 continuances to the new CNCA. As there are ostensibly 19,000 Federal corporations that are/were under the old Canada Corporations Act there appear to be a large number of organizations that still need to continue. For those who have not continued you may find this short webinar helpful.
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.