Transitioning from the Canada Corporations Act to the New Canada Not-for-profit Corporations Act

December 01, 2009 | By: .(JavaScript must be enabled to view this email address) Mark Blumberg
Topics: New corporate non-profit acts

After the new Canada Not-for-profit Corporations Act comes into force (probably around 2011) Canadian federal charities under the Canada Corporations Act that wish to continue existing will have a further three years to continue (essentially to covert) under the new Canada Not-for-profit Corporations Act

For further information see a paper entitled Insight on C-4, the New Canada Not-for-profit Corporations Act By: Wayne Gray, Partner, McMillan LLP, Toronto.

Once the New Act comes into force, it will no longer be possible to incorporate an NFP corporation under Part II of the CCA.  Rather, all new federal NFP corporations will be formed under the New Act.
If a body corporate governed by Part II of the CCA does not apply for a continuance within 3 years after s. 297(5) of the New Act comes into force, Corporations Canada may, upon first giving notice in writing to the body corporate and to each director, dissolve that body corporate.

To continue under the New Act, a CCA body corporate will need to file articles of continuance under s. 211.  The content of the articles of continuance parallels that of the articles of incorporation described at Part IV.1 above.  In addition, an NFP body corporate formed under provincial or territorial law may apply to Corporations Canada for a certificate of continuance under s. 211 if so authorized by the laws of its home jurisdiction.”

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


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.
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