Corporations Canada has made it easier for Alberta non-profit corporations under the Societies Act (Alberta) and New Brunswick non-profits under the Companies Act that wish to move to the Federal Canada Not-for-profit Corporations Act (“CNCA”).  They have also made it easier for CNCA corporations to move to the BC Societies Act and the New Brunswick Companies, although this will probably not affect many groups.

 

The Societies Act (Alberta) and the Companies Act (New Brunswick) are now pre-approved jurisdictions for continuance (import) under the Canada Not-for-profit Corporations Act (CNCA)

 

Corporations Canada has recently added the Societies Act (Alberta) and the Companies Act (New Brunswick) to the list of pre-approved provincial legislation under the CNCA. These legislations have been pre-approved as they have been recognized as permitting a continuance to the CNCA. Prior to these legislations becoming pre-approved by Corporations Canada, not-for-profit corporations incorporated under the Societies Act (Alberta) and the Companies Act (New Brunswick)  were required to provide to Corporations Canada information regarding these two legislations, however, this is no longer required. Such not-for-profit corporations were also required to provide a legal opinion by counsel qualified to practice in Alberta and New Brunswick, in addition to the required forms to file for a Continuance under the CNCA, however, this is also no longer required.

 

Now that these legislations have become pre-approved, Corporations incorporated under the Societies Act (Alberta) and the Companies Act (New Brunswick) will simply need to file the required Form 4011 — Articles of Continuance (import), the Form 4002 — Initial Registered Office Address and First Board of Directors, a NUANS name search report and a document indicating approval of the continuance from the respective provincial registrar. Corporations incorporated under the Societies Act (Alberta) will therefore need to provide a Letter of Approval from the Alberta Corporate Registry and Corporations incorporated under the Companies Act (New Brunswick) will need to provide a Notice of Satisfaction from the Director of Corporate Registry, Service New Brunswick.

 

The pre-approval of these two legislations is great news for not-for-profit corporations incorporated under Societies Act (Alberta) and the Companies Act (New Brunswick), that wish to file for a continuance (import) under the CNCA, as the pre-approval allows for a simpler and quicker process.

 

https://corporationscanada.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs05200.html#toc-05

 

Societies Act (British Columbia) and Companies Act (New Brunswick) pre-approved jurisdictions for continuance (import) under the Canada Not-for-profit Corporations Act (CNCA)

Corporations Canada has recently added the Societies Act (British Columbia) and Companies Act (New Brunswick) to the list of pre-approved provincial legislation under the CNCA. These legislations have been pre-approved by Corporations Canada, as they have been recognized as containing provisions that allow for the continuance (export) from the CNCA and these legislations also contain rights for members and creditors similar to the CNCA provisions. This means that corporations that are incorporated under the CNCA, which wish to file for a Continuance (export) to the Societies Act (British Columbia) or the Companies Act (New Brunswick), are now no longer required to provide a copy of the importing legislation, a statement of a director or an authorized officer, and a legal opinion, to apply for a Letter of Satisfaction, to authorize the continuance (export) to these pre-approved jurisdiction legislations. This allows for a simpler and quicker process for CNCA corporations that wish to continue (export) under the Societies Act (British Columbia) or the Companies Act (New Brunswick).    Keep in mind that with the Societies Act (British Columbia) there is no export provision so if your CNCA corporation continues to BC it might never be able to leave!

 

https://corporationscanada.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs05271.html

https://corporationscanada.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs05268.html#toc-03