Topics: What's New from the Charities Directorate of CRA, Canadian Charity Law, New corporate non-profit acts
The CRA released on November 1 a bulletin on the new Canada Not-for-Profit Corporations Act (CNCA).
Charities Connection is an electronic publication that gives registered charities information on technical issues, new guidance and policy changes, CRA initiatives, and reminders.
No. 9 – November 2011
The Canada Not-for-Profit Corporations Act - Now in Force
On October 17, 2011, the new Canada Not-for-Profit Corporations Act (NFP Act)came into force. The NFP Actreplaced Part II of the Canada Corporations Act (the oldAct), which governs federal corporations. The NFP Act significantly modernizes and simplifies many of the processes, procedures, and operating requirements for federal non-profit corporations. The NFP Act will apply immediately to any federal non-share capital corporations incorporated after October 17, 2011. However, federal corporations such as Canadian charities incorporated under Part II of the old Act may continue to operate under the old Actuntil October 17, 2014.
Every corporation currently governed by Part II of the oldAct will have three years to make the transition to the NFP Act by completing Form 4031, Articles of Continuance. Until the corporation makes the transition, the old Act will continue to apply to it. However, as of October 17, 2014, any corporation that has not made the transition may be dissolved by Corporations Canada. No fees will be charged by Corporations Canadafor applications to replace letters patent and by-laws. For additional information or to obtain a copy of Form 4031, please visit Corporations Canada or call 1-866-333-5556.
All Canadian registered charities and Canadian amateur athletic associations that are incorporated under Part II of the old Act must submit Form 4031 no later than October 17, 2014. Any corporation dissolved by Industry Canada will cease to be a legal entity. As a result of the dissolution, any affected registered charity or registered Canadian amateur athletic association will no longer meet the requirements for registration with the Canada Revenue Agency.
The Charities Directorate will continue to provide information that is specific to registered charities and registered Canadian amateur athletic associations throughout the transition period, particularly with respect to the statement of purpose; requirements for the number of directors; non-profit clauses and clauses related to the remuneration of directors; and the requirement to file documents with the Canada Revenue Agency after the transition process is complete. Consulting with the Charities Directorate in advance will help to ensure that corporations subject to the NFP Act will maintain their registered status. For more information see Canada Not-for-Profit Corporations Act (NFP Act).
•Charities Information Webinars are free, interactive, internet-based presentations.
•Charities Information Sessions are free face-to-face sessions offered to registered charities across Canada. Online registration for this year’s sessions is now open online.
•Organizations funded through the Directorate’s Charities Partnership and Outreach Program also provide education and training to the charitable sector.
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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.