Guide to the Pre-Approved Schedules Service (PASS)
This service applies to online CBCA incorporation applications only
Corporations Canada recognizes that some of our frequent users often use their own standard provisions when incorporating new companies under the Canada Business Corporations Act (CBCA). The Pre-Approved Schedules Service (PASS) allows those frequent users to have their tailor-made provisions pre-approved as "schedules" and permanently stored at Corporations Canada. The pre-approved schedules can then be used in any future online CBCA incorporation application.
You must be a Registered Intermediary to use this service.
PASS is beneficial to users of Corporations Canada's online services who:
- use online CBCA incorporation services on a frequent basis; and
- repeatedly use standard provisions when incorporating new CBCA corporations.
Among the users who would benefit from this service are law firms, search houses and other service providers who offer incorporation services.
Simplified Filing and Faster Service
PASS offers two major benefits:
- Easier to file: When incorporating online you will no longer have to repeatedly input your standard incorporation provisions. Simply select your pre-approved schedules when prompted in any online CBCA incorporation application and they will automatically be attached to your application.
- Faster response: You will receive faster service since pre-approved schedules do not have to be examined by Corporations Canada staff when they are part of an online CBCA incorporation application. For example, if your online CBCA incorporation application involves a numbered name or a pre-approved name and contains only pre-approved schedules, you could receive your certificate of incorporation in the shortest time possible since no further examination is needed.
How PASS works
Once you are signed in on the Corporations Canada Online Filing Centre as a Registered Intermediary, you will have access to PASS. It is then a two-step process:
Step One – Submit your schedules for pre-approval: In the Corporations Canada Online Filing Centre menu, select "Pre-approve schedules". Simply complete and submit this request. Corporations Canada staff will review your documents and, once pre-approved, you will receive a confirmation email. These pre-approved schedules will then be stored at Corporations Canada.
Step Two – Incorporate using your pre-approved schedules: When completing an online CBCA incorporation application as a Registered Intermediary you will be able to select your pre-approved schedules wherever appropriate. The pre-approved schedules will automatically be attached to your online CBCA incorporation application.
What you need to know before submitting a Request to Pre-Approve Schedules
- This service applies to online CBCA incorporation applications only. It is not available for any other type of application.
- Pre-approved schedules can only be used for the following four sections on articles of incorporation:
- Classes and Number of Shares
- Restrictions on Share Transfers
- Restrictions on Business
- Other Provisions
- Each pre-approved schedule can only contain provisions related to one section. Therefore, in order to deal with each of the above-mentioned sections, you must submit four separate schedules for pre-approval.
- Each pre-approved schedule must clearly identify the section to which it refers. For example, a pre-approved schedule should have one of the following headings:
- Schedule pertaining to classes and number of shares
- Schedule pertaining to restrictions on share transfers
- Schedule pertaining to the restrictions on the business of the corporation
- Schedule pertaining to other provisions.
- When submitting a request to pre-approve schedules, you must identify whether you want to use the schedules as either: (1) a set of schedules; or (2) individual schedules.
- If you choose "set of schedules", Corporations Canada will pre-approve the schedules as a set and you must always use them as a set on any future online CBCA incorporation application.
- If you choose "individual schedules", Corporations Canada will pre-approve each schedule independently and you will then be able to use them interchangeably on any future online CBCA incorporation applications. For instance, you can submit two different schedules, each with different provisions dealing with classes and number of shares. Once pre-approved, you can choose one of the two pre-approved schedules on an online CBCA incorporation application and mix it with other pre-approved individual schedules, pre-defined text or enter text in a text box for the remaining sections.
- A schedule will only be pre-approved by Corporations Canada as an "individual schedule" if the provisions contained in that schedule can stand alone. That is, the provisions of that schedule cannot relate, in any way, to the provisions of another section. For example, if you submit a schedule that sets out restrictions on two different classes of shares which are defined elsewhere in the incorporation application, that schedule will not be pre-approved as an "individual schedule". Corporations Canada staff will determine whether or not a schedule is suitable to stand alone during the initial examination process.
What you need to know before submitting an online CBCA incorporation application using Pre-Approved Schedules
- The pre-approved schedule that you choose to insert into any particular section on an online CBCA incorporation application must include all of the relevant provisions for that section. You will not be able to add additional text or a second schedule.
- Ensuring that you have entered the correct schedule on an online CBCA incorporation application is your responsibility. Errors will need to be corrected in accordance with Corporations Canada's Policy Statement 2.7 Requests for Correction of CBCA Certificates and will be subject to the applicable fee of $200.00.
To get started
If you are interested in using PASS and are not yet a Registered Intermediary, please complete a Registered Intermediary Application Form. If you are already a Registered Intermediary, please go to the Corporations Canada Online Filing Centre.
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