The Canada Not-for-profit Corporations Act in force as of October 17, 2011

October 18th, 2011 by Iler Campbell LLP

The clock is now ticking.  Federally incorporated non-profit organizations have until October 17, 2014 to make the transition to the new Not-for-profit Corporations Act.  Failure to transition to the new Act means dissolution.

To transition, federally incorporated non-profits will need to prepare and file Articles of Continuance, Notice of Directors, and Notice of Registered Office with Industry Canada.

There is no filing fee and by‑laws do not need to be filed in order to obtain a Certificate of Continuance.

Here are some key issues arising from the new Act:

  1. Soliciting corporations: The new Act distinguishes between soliciting and non‑soliciting corporations. A soliciting corporation is a corporation which receives in a financial year more than $10,000 in gross annual revenues from:
    1. Requests for donations or gifts from non‑members;
    2. Grants or similar financial assistance from government; or
    3. Donation or gifts from a corporation that would meet the definition of a soliciting corporation.

    Soliciting corporations have five requirements that are different from non-soliciting corporations and relate to the number of directors, unanimous member agreements, financial statements and reporting, liquidation of assets, and financial review.

  2. Letters Patent:  Some provisions currently in the letters patent or by‑laws will no longer need to be included as they are set out in the Act itself.
  3. By‑laws: Once drafted, by‑laws will need to be deposited with Industry Canada within 12 months of approval by membership. By‑laws do not need to be approved by Industry Canada.

The resources below provide helpful information on the new legislation:

-Creating a not-for-profit corporation under the Canada Not- for-profit Corporations Act

-Transition Guide for Federal Not-for-profit Corporations

Come to our Tools Conference on November 25, 2011, to learn more about this Act and what it means for your organization. See to register, or feel free to contact us at any time for assistance.

Filed in: Not for Profit Law