Canada Corporations Act Part II – Application for Supplementary Letters Patent to Amend Provisions of Letters Patent
Policy Statment 13.4
May 1, 2007
- PDF Version – Policy Statement 13.4 (PDF Format, 376 KB — 6 pages)
Table of contents
- Why use this policy?
- What does Corporations Canada do?
- What happens when an application for Supplementary Letters Patent is deficient or incomplete?
- What documents must be filed in order to obtain Supplementary Letters Patent?
- Registered Charity Status under the Income Tax Act
- Additional Information and how to reach Corporations Canada
- Annex 1 – Sample Letter to Corporations Canada for Supplementary Letters Patent to Amend Provisions of Letters Patent (PDF Version, 12 KB — 1 page)
- Annex 2 – Application for Supplementary Letters Patent to Amend Provisions of Letters Patent (PDF Version, 14 KB — 1 page)
- Annex 3 – Special Resolution (PDF Version, 13 KB — 1 page)
- Annex 4 – Statutory Declaration of Officer (PDF Version, 17 KB — 1 page)
The purpose of this policy is to help you submit an application for Supplementary Letters Patent to amend the provisions in the Letters Patent of a not-for-profit corporation under Part II of the Canada Corporations Act through the issuance of Supplementary Letters Patent. By ensuring that you provide all the required information with your initial application, you can help Corporations Canada process your application swiftly. If the amendments include a change of corporate name, please see the "Application for Supplementary Letters Patent Change of Name Policy" for information specific to the change of name.
Caution: This policy is not intended to replace legal advice. You may want to consult with legal counsel or other professional advisors prior to making an application for Supplementary Letters Patent.
What does Corporations Canada do?
Corporations Canada will check that your documents comply with the CCA and other requirements, are complete and in proper form, and that the proposed provisions are acceptable. If so, Corporations Canada will issue Supplementary Letters Patent showing the date of receipt of your application as the effective date. If you prefer, you may instead request a later effective date.
Corporations Canada will publish a notice setting out the purpose of the Supplementary Letters Patent in Part I of the Canada Gazette.
What happens when an application for Supplementary Letters Patent is deficient or incomplete?
Applications that are deficient or incomplete will be returned to the applicant with a deficiency notice stating the nature of the deficiency.
What documents must be filed in order to obtain Supplementary Letters Patent?
An application for Supplementary Letters Patent must include a covering letter (see sample in Annex 1 (PDF Version, 12 KB — 1 page)) together with the following documents:
- Two (2) original signed copies of an application for Supplementary Letters Patent (see sample in Annex 2 (PDF Version, 14 KB — 1 page));
- Two (2) certified copies of the supporting special resolution. The resolution must be less than six months old (see sample in Annex 3 (PDF Version, 13 KB — 1 page));
- A statutory declaration of an authorized officer, sworn before a commissioner for takings oaths, attesting to the due passage of the resolution (by the directors and the members) (see sample in Annex 4 (PDF Version, 17 KB — 1 page));
- Payment of the $50 filing fee.
Registered Charity Status under the Income Tax Act
The Income Tax Act allows corporations that are established and operated for charitable purposes to register with the Canada Revenue Agency (CRA) as charities. Registration with CRA allows a corporation to issue official tax-deductible receipts to those who contribute to their cause and, in many cases, is necessary to qualify for exemption from tax on its income. Being incorporated as a not-for-profit corporation under the CCA is not sufficient by itself to be considered a registered charity for the purposes of the Income Tax Act.
Information on, and the application form for, charitable registration can be found on the CRA website or may be obtained by contacting:
Charities Directorate
Canada Revenue Agency
320 Queen Street, Place de Ville, Tower A
Ottawa, ON K1A 0L5
Tel.: 613-954-0410
Toll Free: 1-800-267-2384
If your corporation is a registered charity and the application for Supplementary Letters Patent amends the corporation's objects, it is necessary for CRA to review and approve the new objects. It is suggested that you apply for approval prior to or at the same time as you file your application for Supplementary Letters Patent.
If your corporation is not a registered charity, but the intent is to become a registered charity following the application for Supplementary Letters Patent, it is suggested that you make your application to become a registered charity prior to or at the same time as you file your application for incorporation. Otherwise, the corporation may have to make another application for Supplementary Letters Patent if CRA requires changes.
Additional Information and how to reach Corporations Canada
For additional information on Corporations Canada's products and services, please visit the Corporations Canada's website or call 1-866-333-5556.
You can also contact Corporations Canada at:
Client Services Section
Corporations Canada
Industry Canada
9th floor, Jean Edmonds Tower South
365 Laurier Avenue West
Ottawa, Ontario K1A 0C8
Toll free: 1-866-333-5556
Fax: 613-941-0601
Corporations
Canada's website
- Annex
1 – Sample Letter to Corporations Canada for Supplementary Letters Patent
to Amend Provisions of Letters
Patent (PDF Version, 12 KB — 1 page) - Annex 2 – Application for Supplementary Letters Patent to Amend Provisions of Letters Patent (PDF Version, 14 KB — 1 page)
- Annex 3 – Special Resolution (PDF Version, 13 KB — 1 page)
- Annex 4 – Statutory Declaration of Officer (PDF Version, 17 KB — 1 page)
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