Topics: What's New from the Charities Directorate of CRA, Canadian Charity Law, New corporate non-profit acts, Non-Profits that are not registered charities
Industry Canada has sent out notices to thousands of Canada Corporations Act (CCA) corporations warning them of their pending dissolution as they have failed to transition to the Canada Not-for-profit Corporations Act (“CNCA”). Industry Canada wants to wind down the CCA and in order to do so they need to remove all remaining corporations under the CCA. It appears that up to 2000 of such corporations may be registered charities. Industry Canada had generally held off sending the notices to registered charities but the transition deadline of October 2014 is now over 1.5 years old.
If your organization is a Federal corporation under the CCA and it does not wish to be dissolved then it needs to act quickly. We continue to assist non-profits and charities with the continuance to the CNCA.
If your organization does not wish to continue but it still has property or funds then it is vital that they are dealt with appropriately, especially if the corporation is a registered charity. It is very important that all funds and property owned by the corporation, subject to restrictions and any other applicable requirements, be distributed well in advance of the dissolution date. The corporation will cease to exist upon dissolution and if the funds and property have not been distributed by the date of the dissolution then the funds and property will no longer be accessible to the corporation. It will take significant effort to revive the corporation in order to be able to deal with the funds and property, and then potentially later dissolve it again.
Once the dissolution takes place after the 120 day period following the notice of pending dissolution from Industry Canada, then eventually the corporation, if a registered charity, will be revoked by the Canada Revenue Agency. This may take a year or two. Upon revocation any remaining funds or assets will need to be spent or there will be a penalty imposed on the charity. Unfortunately if the organization has been dissolved by Industry Canada, it no longer exists and therefore does not have the ability to actually spend the funds at that point. So time is of the essence.
If you have not received a notice but want to check on the status of a corporation you can visit Industry Canada's website at: https://strategis.ic.gc.ca/app/scr/cc/CorporationsCanada/fdrlCrpSrch.html?locale=en_CA
Do you require legal advice with respect to Canadian or Ontario non-profits or charities?
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.