Time is running out… Transition to the Canada Not-for-profit Corporations Act now!
This guest blog post is provided by Corporations Canada, which administers key federal statutes governing corporate activity in Canada.
Are you involved in a federal not-for-profit corporation? If so, you will have to make the transition to the new Canada Not-for-profit Corporations Act.
The new Canada Not-for-profit Corporations Act (NFP Act) has replaced Part II of the Canada Corporations Act that governed federal not-for-profit corporations for nearly 100 years. The new rules are clearer, modern and flexible, and much better suited to the needs of today's not-for-profit community. All federally incorporated not-for-profit corporations must have made the transition to the NFP Act by October 17, 2014.
Transitioning to the NFP Act is not as overwhelming as you may think, but the 5-step process does take some time. It involves preparing new articles and by-laws and having them approved by members in accordance with the corporation's existing by-laws.
The 5 steps to transition
- Review your corporation's letters patent, supplementary letters patent (if applicable) and by-laws.
- Draft the articles of the corporation.
- Create by-laws.
- Obtain members' approval.
- Submit the required documentation to Corporations Canada.
Understanding the new Act means a smoother transition for you. Corporations Canada has detailed information on its website and offers a step-by-step Transition Guide to assist not-for-profit corporations through the process. You may want to seek legal advice if you have concerns about the transition.
What you may not know
- The NFP Act does not apply automatically to not-for-profit corporations.
- To see if a corporation is federally incorporated, search for a federal corporation online.
- Obtaining members' approval can be a lengthy step. You need to call a members' meeting and seek approval according to your current by-laws.
- If your not-for-profit corporation doesn't make the transition by October 17, 2014, Corporations Canada will issue a Pending Dissolution Notice informing it of its intent to dissolve the corporation.
- Another consequence after dissolution may be the loss of your not-for-profit corporation's registered charity status, if applicable. This could make it difficult for corporations to obtain and maintain financial support through charitable grants and donations. It could also mean paying a revocation tax equal to 100% of the value of the corporation's remaining assets.
Set things in motion. Remember, the steps to transition a not-for-profit corporation can take several months. And the clock is ticking.
To reach Corporations Canada, call 1-866-333-5556 (within Canada) or email firstname.lastname@example.org.