Canada Corporations Act part II – Surrender of charter pursuant to subsection 32(2)

Note

  • On October 17, 2014, Corporations Canada will stop accepting applications for surrender of charter because Corporations Canada will start sending a pending dissolution notice to those corporations that have not transitioned to the NFP Act. Once the notice period has expired, the corporation will be dissolved.
  • Any deficiencies related to an application filed before October 17, 2014, must be resolved by January 30, 2015, or the application will be cancelled.

Table of contents


Why use this policy?

The purpose of this policy is to help you submit an application, pursuant to subsection 32(2), to surrender the charter of a not-for-profit corporation under Part II of the Canada Corporations Act (CCA). By ensuring that you provide all the required information with your initial application, you can help Corporations Canada process your application documents swiftly. This policy describes the information required for an application for surrender and for a request to withdraw an application for surrender.

Section 32 of the CCA allows a corporation to surrender its charter, which has the effect of dissolving the corporation. Subsection 32(1) applies to a corporation that has been operational. Subsection 32(2) applies to a corporation that has not gone into bona fide operation or has been inoperative for three or more consecutive years. In both situations, the corporation is required to have no debts, liabilities or other obligations or to have provided for all debts, liabilities or other obligations.

In the case of subsection 32(2), the Minister will publish the notice in the Canada Gazette to allow creditors and other interested persons to object to the surrender the charter. The Minister will not accept the surrender of charter and issue the directive for dissolution until all objections have been resolved.

Caution

This policy is not intended to replace legal advice. Accordingly, you may want to consult with legal counsel or other professional advisors prior to submitting an application to surrender your charter.

What does Corporations Canada do?

Corporations Canada will check that your documents comply with the CCA and other requirements and are in proper form. If so, Corporations Canada will issue a letter stating that the Minister is satisfied that the conditions of subsection 32(2) have been met, subject to the notice period in the Canada Gazette.

One (1) year after the publication date of the notice in the Canada Gazette, Corporations Canada will issue the Directive of Dissolution and Cancellation of Charter. The corporation is not dissolved until this Directive is issued. Issuance of the Directive is subject to any new information or objection being brought to Corporations Canada's attention before issusance of the Directive that could affect the Minister being satisfied that the conditions of subsection 32(2) have been met.

After the Directive of Dissolution and Cancellation of Charter has been issued, Corporations Canada will publish a "Notice of Effective Dissolution" in the Canada Gazette for the purpose of updating federal and provincial corporate files. In addition, Corporations Canada will publish a notice of the date of dissolution of the corporation on our website in the section "Corporations Canada's Monthly Transactions".

What happens when an application for surrender of charter is deficient or incomplete?

Applications for surrender that are deficient or incomplete will be returned to the applicant with a notice stating the nature of the deficiency and indicating the Minister's further requirements.

What documents must be filed in order to obtain surrender of charter?

An application for surrender of charter must include the following documents:

  1. One (1) original signed copy of an application for surrender of charter (see sample in Annex 1);
  2. One (1) copy of the resolution or by-law of the members authorizing the surrender, including the date it was passed. The resolution or by-law is to be passed by the majority unless the Letters Patent or by-laws say otherwise. If the corporation does not have members, the resolution should be a resolution of the directors;
  3. A statutory declaration of an officer, sworn before a commissioner for taking oaths, certifying that the facts mentioned in the application are true (see sample in Annex 2);
  4. A statement of an officer certifying the following four (4) things:
    1. the due passage of the resolution or by-law by the members or, if no members, the directors;
    2. that the corporation:
      1. has not gone into bona fide operation; or
      2. has been inoperative for three (3) or more consecutive years
    3. that the corporation:
      1. has no assets; or
      2. if the corporation had assets, they have been:
        1. distributed among other recognized charitable corporations in Canada;
        2. distributed among other corporations in Canada, possibly having the same or similar objects, or
        3. rateably divided amongst the members; and
    4. that the corporation:
      1. has no debts, liabilities or other obligations; or
      2. that the debts, liabilities or other obligations have been duly provided for.
  5. Original Letters Patent (and Supplementary Letters Patent if any). If those have been lost, a statutory declaration, sworn before a commissioner for taking oaths, attesting to that fact is required.;

No fee is required.

Objections to dissolution

If an objection is raised, Corporations Canada will advise the applicants that an objection has been raised and by whom. The Directive of Dissolution and Cancellation of Charter will not be issued until the objection is cleared or withdrawn. Proof of such clearance must be in the form of written approval to proceed with the application from the interested party or parties who initially raised the objection.

An objection will be considered if it is made by:

  1. the Canada Revenue Agency or a provincial revenue department if it states that an assessment or a reassessment has been or will be raised; or
  2. a creditor or other interested party if it is accompanied by proof of the claim

Withdrawal of applications

The following material should be submitted when withdrawing an application for surrender of charter:

  1. a statement that there still are members of the corporation; and
  2. a copy of the members' special resolution or by-law withdrawing the application, sanctioned in the same manner as the members' special resolution or by-law authorizing the surrender.

If these conditions are met, the application will be withdrawn and the application documents, including the Letters Patent and Supplementary Letters Patent, if any, will be returned to the applicant. Corporations Canada will publish a Notice of Withdrawal of the application in the Canada Gazette. In addition, Corporations Canada will publish a notice setting out the withdrawal of the application on the online Corporations Canada's Monthly Transactions.

Annex 1

Canada Corporations Act

Application for surrender of charter

Subsection 32(2)

Corporations Canada
235 Queen Street
Ottawa, Ontario K1A 0H5
  1. Name of Corporation:
  2. Date of Incorporation:
  3. Date of Supplementary Letters Patent, if any:
  4. The following documents are attached as part of the application:
    • Resolution or by-law of the members or, if no members, the directors authorizing the surrender, including the date it was passed.
    • Statutory declaration, sworn before a commissioner for taking oaths, certifying that the facts mentioned in the application are true.
    • Statement of an officer certifying the following four (4) items:
      1. the due passage of the resolution by the members or, if no members, the directors;
      2. a statement indicating that:
        1. the corporation has not gone into bona fide operation; or
        2. corporation has been inoperative for three (3) or more consecutive years.
      3. a statement indicating that the corporation:
        1. has no assets; or
        2. if the corporation had assets, they have been:
          1. distributed among other recognized charitable corporations in Canada;
          2. distributed among other corporations in Canada, possibly having the same or similar objects, or
          3. rateably divided amongst the members; and
      4. a statement indicating that the corporation:
        1. has no debts, liabilities or other obligations; or
        2. that the debts, liabilities or other obligations have been duly provided for.
    • Original Letters Patent (and Supplementary Letters Patent if any). If those have been lost, a statutory declaration, sworn before a commissioner for taking oaths, attesting to that fact is required.

I hereby certify that I have the relevant knowledge of the corporation and that I am authorized to sign and submit this application.

Signed:space to insert signature
Authorized officer (e.g., President)

Name:

Address:

Telephone Number:

(Corporate Seal)

Annex 2

In the matter of the Canada Corporations Act

and

In the matter of an application pursuant to Part II

(Name of Applicant Corporation)

Statutory declaration of officer

I, space to insert full name, of the City of space to insert city in the Province of space to insert province,

DO SOLEMNLY DECLARE that:

  1. I am space to insert full name of space to insert full corporate name (corporation name) and have personal knowledge of the matters herein deposed to.
  2. I have knowledge of the matter, and that the statements in the annexed application contained are, to the best of my knowledge and belief, true in substance and in fact.
  3. I have satisfied myself and am assured that no public or private interest will be prejudicially affected by surrendering the charter of this company.

AND I make this solemn declaration conscientiously believing it to be true, and knowing that it is of the same force and effect as if made under oath and by virtue of the Canada Evidence Act.

DECLARED before me at the
City of space to insert city,
in the Province of space to insert province,
this space to insert day day of space to insert month 20space to insert year.

space to insert full name
Authorized Officer (e.g., President)

space to insert full name
A Commissioner, etc.

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