Topics: News, What's New from the Charities Directorate of CRA, Canadian Charity Law, New corporate non-profit acts
The long awaited Canada Not-for-profit Corporations Act will come into force on October 17, 2011. Until October 16 the current legislation (the Canada Corporations Act) can be used for incorporation but as of October 17, 2011 only the new Federal Not-for-profit Corporations Act (CNCA) can be used for incorporation. Therefore it is best if you have signed documents to either get them in immediately or you will have to use the new forms under the new CNCA. If you use the old act you will have 3 years to move to the new act. Under the old CCA corporations will still for a few years be able to amend by-laws, of corporations, obtain supplementary letters patent, file an annual summary or surrender the corporations charter. At Blumbergs we will be busy helping organizations incorporate under the new CNCA and also transition/continue from the old act to the new act. While one does not require legal assistance with incorporation or transition for many organizations that are charities or have more complicated governance structures they may find legal assistance helpful.
Are you planning to incorporate a Federal Not-for-profit Corporation before October 17?
If you are thinking of incorporating a new not-for-profit corporation (NFP), you should be aware that the Canada Not-for-profit Corporations Act will come into force on October 17, 2011.
Compared to the existing Act, which it will replace – the Canada Corporations Act, Part II (CCA II) – the incorporation process under the NFP Act will be much faster and more streamlined. So, if you are planning to incorporate a NFP, you have the option of waiting until the new Act comes into force.
But, if you still want to incorporate under the CCA II, you should be aware of the following:
•the last day for submitting an application for incorporation under the CCA II is October 16, 2011 – the day before the NFP Act comes into force;
•the corporation will be governed by the provisions of the CCA II and not those of the new NFP Act;
•since the CCA II will eventually be repealed, the corporation will be required to make the transition to the NFP Act by October 17, 2014.
The resources below provide additional information to assist you with your decision:
•Creating a not-for-profit corporation under the Canada Not-for-profit Corporations Act
•Canada Corporations Act Part II – Incorporating a Not-For-Profit Corporation
•Transition Guide for Federal Not-for-profit Corporations
Should you have any questions, please contact the Corporations Canada Client Services Centre, 1-866-333-5556.
If you are incorporating from scratch here is the link:
Here is a link to the Industry Canada By-law Builder
Transition Guide for non-profits currently under Canada Corporations Act that need to continue under new CNCA within 3 years.
Keep in mind that registered charities will need to be aware of Income Tax Act and CRA requirements and not just the corporate requirements set out in the CNCA:
“Will the transition affect the registered charity status of my corporation?
Possibly. If your corporation is or intends to become a “registered charity” as defined in the Income Tax Act, it is strongly recommended that you consult the Charities Directorate of the Canada Revenue Agency during the transition process (go to http://www.cra-arc.gc.ca/charities or call 613-954-0410 or toll free at 1-800-267-2384). The Charities Directorate will provide you with valuable information about the transition that is specific to registered charities, particularly with respect to the statement of purpose, requirements for the number of directors, non-profit clauses and clauses related to the remuneration of directors, and the requirement to file documents with CRA after the transition process is complete. Consulting with the Charities Directorate in advance will help ensure that your corporation maintains its registered charity status.”
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.