Time is running out… Transition to the Canada Not-for-profit Corporations Act now!

July 24, 2014 - Tags: Social enterprise Regulations

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

  1. Review your corporation's letters patent, supplementary letters patent (if applicable) and by-laws.
  2. Draft the articles of the corporation.
  3. Create by-laws.
  4. Obtain members' approval.
  5. 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 corporationscanada@ic.gc.ca.


Posted by Shiwani on August 1, 2014
This is a great article, and it gave me a lot of ideas.

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