Today is October 17 - the Federal non-profit world has not come to an end!

October 17, 2014 | By: .(JavaScript must be enabled to view this email address) Mark Blumberg
Topics: News, What's New from the Charities Directorate of CRA, Canadian Charity Law, New corporate non-profit acts

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.   

CCA corporations will be sent a pending dissolution notice and such corporation will have 140 days to continue or they will be dissolved by Industry Canada.   Admittedly if the corporations' address with Industry Canada is not correct then they may never receive that notice.  The notice will be published online as well.   In summary, if your corporation still wishes to avoid dissolution it has time to make the continuance happen.  At this point you may want to get some legal help to move it along and you can contact us or send an email to

Although the deadline has now passed Industry Canada advised in a presentation at the Blumbergs' Charity Law Institute on October 15 that 'Until dissolved or the transition is completed, the Canada Corporations Act will continue to apply - for example, you can apply for supplemental letters patent or by-law approval under the Canada Corporations Act'.

According to Industry Canada:

"Corporations Canada will send a pending dissolution notice informing each corporation that it has 120 days to transition

-names of corporations also published on Monthly Transactions website page

-Corporations Canada online database will indicate a status of “Active - Dissolution Pending (Failure to transition)”

If a corporation in the future, after it has been dissolved, wishes to exist then it can revive under S. 218 of the CNCA.   

Some may wonder why Industry Canada cannot just wait another few years to start the process of dissolution.  I think that Industry Canada wants to fully replace the 1917 CCA - it cannot do that until all corporations have either transitioned or been dissolved.   Furthermore, for every corporation that still wants to continue and has not done so there are probably 1 or 2 corporations that are inactive and the directors are eagerly anticipating the dissolution. 

Here is an FAQ released by Industry Canada:

Frequently Asked Questions – Transition Deadline

Will the Oct 17, 2014 deadline for continuing under the NFPAct be extended?

October 17, 2014 is the date when Corporations Canada will start taking steps to dissolve corporations that have not transitioned to the NFP Act. Dissolution is not automatic since Corporations Canada must first provide notice before dissolving the corporation.

http://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs05997.html#q1
 

Once the deadline passes, will I still be able to transition?

Corporations should make every effort to complete the transition by the deadline. However, as long as the corporation has not been dissolved, it will still be able to complete the transition after the October 17, 2014.

http://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs05997.html#q2
 

How will I know when my corporation is going to be dissolved?

The dissolution process includes, at minimum, issuing a Pending Dissolution Notice to a corporation to inform the corporation that it has 120 days to transition. These Notices will be sent to all valid addresses we have on the corporate record. Corporations that do not complete the transition before the end of the 120-day notice period will be assumed to be inactive and will be dissolved.

Corporations Canada is also required to publish on its Monthly Transactions website page those corporations it intends to dissolve after the 120 day notice. For those corporations, the Corporations Canada online database will indicate a status of "Active - Dissolution Pending (Failure to transition)".

http://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs05997.html#q3
 

Is there anything I can do in the meanwhile?

Taking steps to complete the transition to the NFP Act by October 17, 2014 is important.

If you want to ensure you receive the notice and your transition isn't complete, verify the head office address on Corporations Canada's website because this is the address Corporations Canada will use when issuing the Pending Dissolution Notice. If the address is not correct, send an email to Corporations Canada with the correct address.

http://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs05997.html#q4
 

I have not received a Pending Dissolution Notice and my corporation's status is still 'active' but I really want to make sure my corporation doesn't get dissolved. Can I still send in a request for more time?

No. Only send in a request for more time if the Pending Dissolution Notice has been issued. Until then, continue taking steps to make the transition.

http://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs05997.html#q5
 

I want to have my corporation dissolved. I don't want to receive the notice.

Corporations Canada is required by law to send the Pending Dissolution Notice prior to any dissolution. If you want your corporation to be dissolved, simply ignore the notices.

http://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs05997.html#q6
 

After October 17, 2014, can I still apply for supplemental letters patent or by-law approval under theCanada Corporations Act?

Yes. The Canada Corporations Act will continue to apply, until it is repealed, to a corporation that has not completed the transition and has not yet been dissolved. These corporations can apply for supplemental letters patent or by-law approval under the Canada Corporations Act.

Do you require legal advice with respect to Canadian or Ontario non-profits or charities?

Contact

Charity Lawyer Mark Blumberg

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.

mark@blumbergs.ca
416.361.1982
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