New corporate non-profit acts
February 24, 2018
In the past US and other charities had mainly looked to establishing a Canadian counterpart non-profit or registered charity when they thought that either there were fundraising opportunities in Canada or they wish to conduct their own charitable activities in Canada. Over the last year we have seen many international groups outside of Canada wanting to establish either a nonprofit or registered charity in Canada to be their headquarters for international operations. This is for many diverse reasons. Some fear the rising tensions and uncertainty in the US and how this could affect the operation of their organizations. For others they would prefer to have offices or headquarters in Toronto, Montreal or Vancouver rather than in the US or a number of other countries which are increasingly unstable, xenophobic or repressive.
February 16, 2018
The Canadian Charity Law Association is delivering some upcoming webinars. Registration is free but space is limited. Topics are subject to change.
January 28, 2018
Understanding legal compliance for registered charities is not easy but Blumbergs is offering 3 exciting new upcoming events in 2018 that will help.
December 22, 2017
Ontario Not-for-Profit Corporations Act (ONCA) was passed in 2010 and supposed to come into force in July 2013. The Ontario government has announced that they were "working to bring ONCA into force as early as possible, with a target of early 2020". I guess you could view it as an early Christmas present for the Ontario non-profit sector from the Ontario Government.
December 08, 2017
Starting December 12, 2017, Corporations Canada will allow copies of documents filed under the Canada Not-for-profit Corporations Act (CNCA) to be purchased online. Copies of the documents can be ordered using Corporations Canada’s Online Filing Centre and orders will be processed within one business day. This will allow those in Federal non-profit organizations that are registered under the Federal CNCA to obtain documents on their organizations even more easily and efficiently than has been the case. It will also allow those interested in a particular Federal non-profit to obtain the same information.
November 14, 2017
As we have noted before the Cutting Unnecessary Red Tape Act, 2017 (Bill 154) has passed and today it received Royal Assent. It will make a number of changes to the current Ontario Corporations Act and also the upcoming Ontario Not-For-Profit Corporations (ONCA) which will come into force in a few years. The Ontario Government position has not changed in that the Government has said that it would provide at least 2 years’ notice before ONCA is proclaimed.
November 14, 2017
The Ontario government has recently passed new legislation making certain changes to the Ontario Corporations Act (OCA). The changes received Royal Assent today. One of the most important changes is with respect to membership. Now, the directors of Ontario corporations will no longer have to be members. This gives Ontario corporations much more flexibility to structure their membership in a way that is in the long-term best interest of the corporation.
November 03, 2017
On November 1, 2017 the Cutting Unnecessary Red Tape Act, 2017 (Bill 154) passed. It still requires Royal Assent before coming into force. Bill 154 made changes to ONCA (which will probably only come into force years from now) but made changes to the current Ontario Corporations Act as well. As we noted earlier some of the changes to the Ontario Corporations Act will come into force immediately upon Royal Assent and others will be 60 days after Royal Assent.
October 29, 2017
As we noted earlier the Ontario government has been working since September 14, 2017 on passing legislation called The Cutting Unnecessary Red Tape Act, 2017 that not only makes some changes to the new ONCA but also changes the old Ontario Corporations Act. I was a little bit surprised to see the changes to the OCA and how extensive they were. I worry that this could be an indication that ONCA is not coming in for a very long time. On the other hand, most of the changes to the OCA will be beneficial. For many Ontario non-profit corporations under the OCA moving to the new Federal Canada Not-for-profit Corporations Act ("CNCA") makes a lot of sense and could save a lot of aggravation. But for those who don't want to move to Federal you will stay under the OCA and later ONCA and these changes will be applicable.
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 The Federal government has now made it easier for Ontario corporations to move to Federal jurisdiction by pre-approving Ontario and no longer requiring a legal opinion that the transfer can take place for Ontario corporations. 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.
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.
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: January 2018