Industry Canada
Symbol of the Government of Canada
Skip to content | Skip to institutional links

Common menu bar links

Industry Canada > Business Tools and Resources > Corporations Canada > Create / Maintain a Not-for-Profit Organization > Policies, Guidelines and Procedures

Corporations Canada

Canada Corporations Act Part II – Continuance of a Corporation Created under an Act of Parliament, including a Special Act of Parliament

Policy Statement 13.11
May 1, 2007

Table of Contents

Why use this policy?

The purpose of this policy is to help you submit an application under either section 156 or 159 of the Canada Corporations Act (CCA) to continue a corporation without share capital created under an Act of Parliament or a Special Act of Parliament under Part II of the CCA. By ensuring that you provide all the required information with your initial application, you can help Corporations Canada process your application swiftly.

A Special Act of Parliament is a private member's bill that was passed by both the House of Commons and the Senate. Such Acts have been used to create not-for-profit corporations. Section 159 of the CCA allows these corporations to continue under Part II of the CCA, if the corporation meets the criteria of the CCA.

Section 156 of the CCA is similar to section 159 except that section 156 applies to corporations without share capital created by or under any Act of the Parliament of Canada whereas section 159 applies to corporations without share capital created by a Special Act of Parliament. This policy may be used by corporations using either section 156 or 159 to continue under Part II of the CCA.

Continuance is an alternative to having a statute passed by Parliament in order to amend the corporation's charter. To consider a Parliamentary amending statute, consult:

Law Clerk and Parliamentary Counsel
Senate of Canada
Parliament Buildings
Wellington Street
Ottawa, ON K1A 0A4
Tel: 613-992-2416

By continuing under Part II of the CCA, the normal CCA rules with respect to amending Letters Patent and by-laws would apply. Once continued under Part II, the Act of Parliament or Special Act of Parliament (as the case may be) would no longer apply to the corporation.

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 making an application for incorporation under Part II of the CCA.

Return to Top of Page
Top of Page


What does Corporations Canada do?

Corporations Canada will check that your documents comply with the CCA and other requirements, are in proper form, and that any proposed name is acceptable. If so, Corporations Canada will issue Letters Patent of Continuance showing the date of receipt of your application as the effective date. If you prefer, you may instead request a later effective date.

Return to Top of Page
Top of Page


What happens when an application for continuance is deficient or incomplete?

Applications that are deficient or incomplete will be returned to the applicant with a notice stating the nature of the deficiency.

Return to Top of Page
Top of Page


What documents must be filed in order to obtain Letters Patent of Continuance?

An application for Letters Patent of Continuance must include a covering letter (see sample in Annex 1 (PDF Version, 92 KB — 1 page)) together with the following documents:

  1. Two (2) executed copies of an application for Letters Patent of Continuance (see sample in Annex 2 (PDF Version, 92 KB — 3 pages));
  2. A statutory declaration of an authorized officer of the corporation, sworn before a commissioner for taking oaths, stating that: (see sample in Annex 3 (PDF Version, 92 KB — 1 page))
    1. the facts in the application are true;
    2. the corporation is presently carrying on its affairs; and
    3. the resolution authorizing continuance was duly passed.
  3. Two (2) copies of the directors' resolution which was duly approved by the members (2/3 vote) or a resolution originating with the members passed by a 2/3 vote. The copies must be certified by an authorized officer of the corporation (see sample in Annex 4 (PDF Version, 92 KB — 1 page));

  4. The corporation's by-laws amended to comply with the requirements of subsection 155(2) or alternatively, a notice to the effect that the by-laws will be so amended at the next meeting of the members. For more information on by-laws, please see the "Model By-laws Policy";

    A copy of the incorporating statute and any amending statutes;

  5. A NUANS® 1 report not more than 90 days old as well as information pertinent to the name. If you requested prior approval of your name, attach a copy of the letter from Corporations Canada approving your name with the copy of the NUANS® report; and
  6. Payment of the $200 filing fee.

NUANS® Report

You must provide a search, that is, a NUANS® report under the federal rules for determining whether the name you are proposing is available. A NUANS® report is a five-page document setting out the business names (3 pages) and trade-marks registered in Canada (2 pages) that sound or look similar to the name you are proposing. The list is drawn from a national data bank of existing and reserved trade names as well as trade-marks that have been registered and applied for in Canada.

A NUANS® report may be obtained in three ways:

  1. A NUANS® report may be requested from a private company known as a search house. You can find a list of these firms on Corporations Canada's website by following the links "Choosing A Name" and NUANS®" Registered Search Houses" or in the Yellow Pages of your telephone directory under incorporating companies, incorporation name search, searchers of records or trade-mark agents – registered. There is a fee for this service.
  2. A NUANS® report may be ordered online at Corporations Canada's website by following the links "Choosing A Name" and NUANS® Real Time System (RTS)". The fee is $20 payable by credit card (American Express®, MasterCard® or Visa®). The system provides direct access to the NUANS® search service. Applicants should note that a NUANS® report that is generated may be rejected if the proposed name does not meet the requirements of the CCA.
  3. The applicant may request Corporations Canada to obtain the necessary NUANS® reports for the proposed name. The fee for this service is $15 a search. Bilingual names normally require two (2) searches.

When you order a NUANS®, that report has a life of 90 days from the date it is requested. A search house can advise you whether your proposed name is likely to be accepted by the Director. The final decision, however, always rests with the Director.

Bilingual Name

If your proposed corporation intends to carry on business in a region or regions where both English and French are spoken, you may wish to consider adopting a bilingual corporate name.

The procedure is the same as for a unilingual name, except that one NUANS® report is required for each name or variation requested. For example, two NUANS® reports must be filed in order to verify that the phonetically dissimilar English and French forms of a name are both distinctive.

Return to Top of Page
Top of Page


Registered Charity Status under the Income Tax Act

The Income Tax Act requires that corporations whose objectives are charitable to be registered with the Canada Revenue Agency (CRA) as charities. Registration as a charitable organization allows a not-for-profit corporation to issue tax-deductible receipts to those who contribute to their cause and to avoid having to pay income tax on their 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
Web site: CRA website
Tel.: 613-954-0410
Toll Free: 1-800-267-2384

If your corporation is already a registered charity, it will be necessary for CRA to review and approve the objects in the Letters Patent of Continuance, even if there is no change in the wording of the objects. It is suggested that you apply for approval prior to or at the same time as you file your application for continuance.

If your corporation is not a registered charity, but intends to apply to become a registered charity, 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 continuance. Otherwise, the corporation may have to make an application for Supplementary Letters Patent.

Return to Top of Page
Top of Page


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

Return to Top of Page
Top of Page


Return to Top of Page
Top of Page


1. The NUANS® report is required whether or not the corporation is changing its name because the statutory name has not previously been reviewed and approved by Corporations Canada. Return to 1.

To access the Portable Document Format (PDF) version you must have a PDF reader installed. If you do not already have such a reader, there are numerous PDF readers available for free download or for purchase on the Internet:

Date Modified: 2009-01-09

Top of page
Important Notices