New corporate non-profit acts
July 10, 2017
The Canada Not-for-profit Corporations Act (“CNCA”) permits a not-for-profit corporation that is incorporated under another act (such as a provincial non-profit act) to continue (import) to the CNCA provided that the other act permits the continuance. This allows a not-for-profit corporation to effectively re-incorporate under the CNCA and be governed by it as though it was incorporated under it. The Federal government has now made it easier for Ontario corporations to move to Federal. This will be helpful for some of the 50,000 Ontario corporations who may wish to skip ONCA and move directly to the CNCA.
June 25, 2017
Corporations Canada of Innovation, Science and Economic Development Canada has been dissolving non-profit corporations that are under the Canada Corporations Act (CCA) but have not continued to the new Canada Not-for-profit Corporations Act ("CNCA"). Corporations Canada has advised me that as of June 13, 2017 there are only 304 remaining CCA non-profit corporations and that they are still processing some transitions.
June 24, 2017
The Canadian Charity Law Association is delivering some upcoming webinars. Registration is free but space is limited.
May 28, 2017
The Canada Not-for-profit Corporations Act ("CNCA") which came into force in 2014 has generally been considered to be an excellent act to incorporate or continue non-profit corporations in Canada. Unlike the US where there are state non-profit acts, but not a federal act, in Canada you have the choice of provincial or federal incorporation. The CNCA has a robust electronic filing system that allowed filings for incorporation, filing annual returns, pre-approving corporate names, changing director information, changing registered office information, and filing financial statements.
December 23, 2016
British Columbia’s new Societies Act (the “new Act”), which replaces the previous Society Act (the “old Act”), was passed on May 14, 2015, and recently came into force on November 28, 2016. Societies incorporated in British Columbia will have two years from November 28, 2016 to transition to the new Act.
November 23, 2016
Corporations Canada recently implemented changes to a number of its forms on its website under the Canada Not-for-profit Corporations Act ('CNCA'), the Canada Business Corporations Act, and the Special Act of Parliament.
June 15, 2016
The NPORIP was a major initiative of the Federal government to look at the approximately 80,000 - 100,000 organizations that are non-profits but not registered charities and the extent to which there are compliance issues. In July 2013 the CRA prepared a draft "final" 76 page report (the "July 2013 Report") which we have attached. It is 18 MB so it may take a minute to load.
May 22, 2016
Industry Canada has sent out notices to thousands of Canada Corporations Act (CCA) corporations warning them of their pending dissolution as they have failed to transition to the Canada Not-for-profit Corporations Act (“CNCA”). Industry Canada wants to wind down the CCA and in order to do so they need to remove all remaining corporations under the CCA. It appears that up to 2000 of such corporations may be registered charities. Industry Canada had generally held off sending the notices to registered charities but the transition deadline of October 2014 is now over 1.5 years old.
April 17, 2016
I recently reviewed the CRA Charities Listing. It appears that 62 charities have been revoked by CRA over the past 4 years purely because they had been dissolved under their corporate legislation. The search is for "Revoked - Other" on the CRA database. Although CRA presumably gave notice to these groups that they need to obtain revivals of their corporate status it seems that these groups did not undertake that process. What we can learn from this is that you can lose your charity status if your charity is a corporation and it is dissolved. You should check whether your charity is dissolved or active.
April 12, 2016
We recently contacted Corporations Canada regarding the updated statistics on continuances and dissolutions under the Canada Not-for-profit Corporations Act ('CNCA'). Apparently in March there has been an increasing number of entities that have transitioned to the CNCA. Here are the current figures:
April 08, 2016
Many non-profits and charities are not aware of the charitable fundraising regulations in Alberta. If a non-profit or charity is fundraising in Alberta and meets specific criteria under the Charitable Fundraising Act (the 'Act'), it may need to be registered. Generally, if a Canadian non-profit or charity intends to raise or raises more than $25,000 in Alberta from individuals in a financial year then the non-profit or charity would need to register under the Act.
April 05, 2016
The new B.C. Societies Act (which is anticipated to come into force in November of 2016 and is replacing the old B.C. Society Act) has new requirements with respect to the registration of extra-provincial non-profit corporations. Under the previous legislation, extra-provincial registration was optional, however not being registered meant that the society could not maintain a proceeding in a court in B.C. in respect of any contracts made in B.C. and could also not acquire an interest in land in B.C.
March 15, 2016
I look forward to speaking at the AFP Ottawa Fundraising Day 2016 on May 18, 2016. My topic will be "Top 20 Charity Law Issues for Canadian Registered Charities".
January 22, 2016
Corporations Canada recently released a notice on the public disclosure requirements relating to the corporate information that they collect as part of the services they provide for corporations.
January 11, 2016
On Tuesday, April 19, 2016 I will be chairing an OBA program entitled "The Forfeited Property of Dissolved Not-for-Profit Corporations: New Developments in the Law". There will be 3 speakers from the Ontario government discussing upcoming changes.
December 21, 2015
I recently contacted Industry Canada and they advised that as at December 18, 2015 there were 19,997 not-for-profit corporations under Canada Not-for-profit Corporations Act (“CNCA”) . The figure includes new incorporations, continuances from the CCA and continuances from other acts/jurisdictions. The number of continuance have slowed down with less than 50 per month being submitted to Industry Canada. The number of continuances to the CNCA was 12,525 as at December 5, 2015. There are also 3,163 not-for-profit corporations still under the Canada Corporations Act (“CCA”)
November 10, 2015
Corporations Canada has a new email address when filing documents through e-mail. This is particularly important for CNCA corporations. The e-mail address has been changed to IC.corporationscanada.IC@canada.ca. In the meantime, Corporations Canada still receives and accepts filings sent through the old email address firstname.lastname@example.org, but moving forward, the new email address should be used when filing documents through e-mail to Corporations Canada.
October 16, 2015
Corporations Canada announced today that it will be offering two new online services for non-profits under the CNCA. It will now be possible for CNCA corporations to file by-laws and financial statements with Corporations Canada through the Online Filing Centre.
September 17, 2015
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.
May 18, 2015
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.
April 25, 2015
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.
March 13, 2015
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’).
Do you require legal advice with respect to Canadian or Ontario non-profits or charities?
Blumberg Segal LLP
Barristers & Solicitors
#1202 - 390 Bay Street
M5H 2Y2 Canada
Charity Law List
Join Blumbergs' non-profit and charities newsletter
View recent issue: June 2017