Pre-Approved Schedules Service (PASS) Q&As
Who can use PASS?
PASS is available to users of Corporations Canada's online services who:
- use online CBCA incorporation services on a frequent basis; and
- repeatedly use tailor-made provisions when they incorporate new CBCA corporations.
This includes law firms, search houses and other service providers who offer incorporation services.
Why would I want to use PASS?
PASS offers two major benefits: First, when incorporating online you will no longer have to repeatedly input tailor-made incorporation provisions. Your Pre Approved Schedules will each have a unique Schedule ID. By simply entering the Schedule ID on any online CBCA incorporation application, your Pre ApprovedSchedules will automatically be attached to your application. Second, you will receive faster service since Pre ApprovedSchedules 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 record time since no further examination is needed.
Can I use PASS for other services?
No. At the moment, PASS is only available for online CBCA incorporation applications.
What do I have to do to use PASS?
First – You need to apply to become a PASS User (you only have to do this the first time you use the service).
Second – Submit your schedules for pre-approval by filling out the Request
for Pre Approved Schedules form.
Third – Incorporate online using your Pre Approved Schedules.
Questions re: Applying to be a PASS User
How do I apply to become a PASS User?
You will find the application form in the "Pre Approved Schedules Service (PASS)" under the "General Information" section on our website. Complete the application form and then fax it to us at 613-941-4803 or scan it and email it to us at Corporations Canada.
What will I receive from Corporations Canada in response?
Corporations Canada will process your application and then provide you with your client ID, username and password. You will require all three of these pieces of information when submitting a Request for Pre Approved Schedules.
How long will this take?
Corporations Canada will try to process these applications within 48 hours. There may be delays depending on the volume of applications at any given time.
If I am a registered intermediary already, do I need to apply to be a PASS User?
No, if you already have a client ID, username and password, you can simply use those when submitting the Request for Pre Approved Schedules form.
Can I have different PASS Users within one organization?
That is up to you. Normally, the client ID will be specific to your organization but your username and password will be specific to the individual who fills out the application (i.e., the contact information on the PASS User Application form). If you want to share one username and password within an organization, that is up to you.
What happens if I lose/forget my password?
Contact Corporations Canada at 1-866-333-5556 or by email at Corporations Canada. Lost passwords will be referred to our tech support unit. They will resend the original information to the original contact person.
Questions re: Submitting schedules for pre-approval
Now that I am a PASS User, how do I get my schedules pre approved?
In the Corporations Canada Online Filing Centre menu under "Other Forms" you will find the "Request for Pre Approved Schedules" form. Simply complete and submit this form. Corporations Canada staff will conduct their review and, once pre approved, you will receive a unique Schedule ID for each Pre Approved Schedule. These Pre Approved Schedules will be stored at Corporations Canada.
What formats will you accept for my schedules?
The acceptable file types are: *.pdf, *.doc, *.txt, *.gif, *.jpg, *.jpeg, and *.wpd
Can I submit schedules for all sections on articles of incorporation?
No.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
Can I use one schedule for all four sections?
No. 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.
What is the difference between a "fixed set of schedules" and "mix-and-match schedules"?
When submitting a Request for Pre Approved Schedules, you must identify whether you want to use the schedules as either: (1) a fixed set of schedules; or (2) mix-and-match schedules.
If you choose "fixed 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 applications. You can have a set of a minimum of two schedules dealing with two different sections or up to four schedules dealing with all four sections.
If you choose "mix-and-match schedules", Corporations Canada will pre-approve each schedule independently and you can use them interchangeably on any future online CBCA incorporation application. For instance, you can submit a Request for Pre Approved Schedules that contains two different schedules – each with different provisions dealing with share structure. Once pre approved, you can use one of the two Pre Approved Schedules on an online CBCA incorporation application and mix it with other Pre ApprovedSchedules, 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 a "mix-and-match 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 where those two classes of shares will be defined in another section in the incorporation application, that schedule will not be pre approved as a "mix-and-match schedule." Corporations Canada staff will determine, through its examination process, whether or not a schedule is suitable to stand alone.
What happens after I submit my Request for Pre Approved Schedules form?
After Corporations Canada completes its examination of your Request for Pre Approved Schedules, you will receive a Pre Approved Schedule Report which will indicate whether your requests have been pre approved or not. If your requests have not been approved, you will receive an explanation of the deficiencies. If your requests have been pre approved you will receive a unique Schedule ID for each Pre Approved Schedule.
In what format will the schedules be returned to me?
Your Pre Approved Schedules will be returned to you in PDF format.
What is a Schedule ID?
It is the identifier that is assigned to a Pre Approved Schedule. If your requests have been pre approved you will receive a unique Schedule ID for eachPre Approved Schedule. Note that each Pre ApprovedSchedule within a "fixed set of schedules" will be given a unique Schedule ID.
How long will it take to get my Pre Approved Schedule Report?
Corporations Canada will attempt to process the requests as quickly as possible. An appropriate service standard will be determined after the service has been implemented for a sufficient period of time.
What happens if I submit three schedules as a "fixed set of schedules" and two are acceptable but one is not?
You will have to resubmit the whole set.
What happens if I submit three schedules as "mix-and-match schedules" and two are acceptable but one is not?
The schedules that are Pre Approved will be assigned Schedule IDs. The schedule that is deficient will have to be resubmitted.
Is there a fee for this service?
There is currently no fee for this service.
Questions re: Incorporating withPre Approved Schedules
How do I use my Pre Approved Schedules?
When completing an online CBCA incorporation application you will be given the option of using aPre Approved Schedule wherever it is applicable. For instance, in section 4 of the articles of incorporation when you are asked to set out the share structure of the corporation, you can choose "For PASS Users only, use a Pre Approved Schedule where a Schedule ID has been issued by Corporations Canada." You will then be prompted to enter the Schedule ID. The Pre Approved Schedule will automatically be attached to your online CBCA incorporation application.
Can I preview the attached schedules before I submit the application?
No. This is not possible within our current system. We may consider different options in our new IT system after this service has been in place for a sufficient period of time.
Can I add text or additional provisions to a Pre Approved Schedule?
No. The Pre ApprovedSchedule that you choose to insert for 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 ID.
Why am I getting an error message when I enter my Schedule IDs?
Check to see if you are using Schedule IDs that are part of a fixed set of schedules. If you are using Pre Approved Schedules that were pre approved by Corporations Canada as a "fixed set of schedules", you will only be able to use them as a set during an on-line CBCA incorporation application. For example, your fixed set of schedules may consist of a Pre Approved Schedule pertaining to share structure (with a Schedule ID of 4545) and a Pre Approved Schedule pertaining to share transfer restrictions (with a Schedule ID of 2020). If you enter Schedule ID 4545 in the share structure section you must enter Schedule ID 2020 in the share transfer restriction section. Our system will not let you use one without the other.
It is also possible that you entered an invalid Schedule ID or entered a valid Schedule ID in the wrong section.
Can I use a Pre Approved Schedule for one section and my own text for the rest of the sections?
Yes. You can incorporate using a mix of both Pre Approved Schedules and non pre approved provisions. For example, you can use a Pre Approved Schedule for one section on an incorporation application and then choose pre-defined text or enter text in a text box for the remaining sections. If you have a fixed set of two Pre Approved Schedules (for example, Schedule ID 4545 for share structure and Schedule ID 2020 for share transfer restrictions), you must use both of these schedules together as a set on an incorporation application but you may choose pre-defined text or enter text in a text box for the remaining sections. Please note, however, that any time non-pre approved provisions are entered into an online CBCA incorporation application, the application will have to be examined by Corporations Canada staff. Consequently, it will take longer for you to receive the Certificate of Incorporation than if you had used only Pre Approved Schedules.
Will the Schedule IDs be saved when I save or resubmit my application?
What do I do if I receive the Certificate of Incorporation and the wrong schedule is attached?
Since our system automatically attaches schedules that correspond to the Schedule ID you have entered, it is likely that you entered the wrong Schedule ID on the incorporation application. Ensuring that you have entered the correct Schedule ID that corresponds to a particular schedule to 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.
What do I do if I lose/forget my Schedule ID?
Contact Corporations Canada at 1-866-333-5556 or by email at Corporations Canada. Lost Schedule IDs will be referred to our tech support unit. They will resend the original information to the original contact person.
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