Glossary of Terms

A

Anniversary date
The anniversary date is the date a federal body corporate was created under its governing legislation (e.g., date of incorporation or amalgamation) or the date a federal body corporate first came under the jurisdiction of its governing legislation (e.g., date of continuance).
Annual filing
The annual filing is a corporate information form that is required to be filed with Corporations Canada once a year. Depending on the governing legislation, it is either an annual return or an annual summary. This form helps the federal government fulfill its responsibility to maintain an up-to-date and accurate database of information about federal corporate bodies, including whether they are actively operating within the requirements of their governing legislation.
Annual filing period
The annual filing period is the period during which a federal body corporate’s annual filing must be filed with Corporations Canada. CBCA business corporations, NFP Act and federal cooperatives must file their annual returns within the 60 days following their anniversary date. Federal not-for-profit corporations still incorporated under the CCA and boards of trade must file their annual summaries between April 1st and June 1st each year.
Annual meeting
An annual meeting is a meeting of members or shareholders which is required to be held each year in order to consider such fundamentals as: financial statements, auditor’s report, election of directors and appointment of auditors.
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B

Bankrupt
A person (individual or corporation) who has made an assignment into bankruptcy under the Bankruptcy and Insolvency Act (BIA), or against whom a bankruptcy order has been made under the BIA, and who has not been discharged from bankruptcy.
Business Number
The Business Number (BN) is part of a unique federal government numbering system that identifies a body corporate and the accounts it maintains with the Canada Revenue Agency (CRA). It is composed of a 9-digit registration number that identifies the body corporate and a 6-character account identifier. The BN is assigned by CRA.
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C

CBCA
CBCA refers to the Canada Business Corporations Act. It is the act that governs federally incorporated businesses, not including banks, insurance companies or trust and loan companies.
CCA
CCA refers to the Canada Corporations Act. Part II of the CCA is the act that governs federally incorporated not-for-profit corporations until they transition into the NFP Act.
Certificate of Amalgamation
A Certificate of Amalgamation is issued by Corporations Canada to effect a transaction in which two or more corporations/cooperatives merge to form one corporation/cooperative.
Certificate of Amendment
A Certificate of Amendment is issued by Corporations Canada to effect any change made to the provisions set out in a corporation or cooperative’s articles (e.g., corporate name, number of directors, province in which the registered office is located or types of shares a corporation/cooperative can have).
Certificate of Continuance
A Certificate of Continuance is issued by Corporations Canada to effect a transaction in which a corporate entity governed by the laws of one jurisdiction leaves that jurisdiction and becomes governed by the CBCA, the NFP Act or COOP.
Certificate of Dissolution
A Certificate of Dissolution is issued by Corporations Canada to terminate the legal existence of a corporation/cooperative.
Certificate of Incorporation
A Certificate of Incorporation is issued by Corporations Canada to create a corporation/cooperative.
Certificate of Intent to Dissolve
A Certificate of Intent to Dissolve is issued by Corporations Canada when a corporation/cooperative proposes its voluntary liquidation and dissolution. On the date shown in the certificate, the corporation/cooperative must cease to carry on business except to the extent necessary for the liquidation of the corporation/cooperative. However, its corporate existence continues until Corporations Canada issues a Certificate of Dissolution.
Certificate of Revival
A Certificate of Revival is issued by Corporations Canada to restore a corporation/cooperative that has been dissolved as if it had never been dissolved.
Certificate of Revocation of Intent to Dissolve
A Certificate of Revocation of Intent to Dissolve is issued by Corporations Canada upon application by a corporation/cooperative. It is only available when the corporation/cooperative has applied for and received a Certificate of Intent to Dissolve and before the corporation/cooperative has received a Certificate of Dissolution. The revocation is effective on the date shown in the Certificate of Revocation of Intent to Dissolve and the corporation/cooperative may resume carrying on its business or activities.
COOP
COOP is short-hand for Canada Cooperatives Act. It is the act that governs federally incorporated cooperatives, not including banks, insurance companies or trust and loan companies.
Corporate history
Corporate history provides some details of the certificates that were issued by Corporations Canada. For more information or for copies of documents, please contact Corporations Canada.
Corporate name
This field displays the legal name of a federal body corporate. The current name of the federal body corporate is listed here. If the federal body corporate had other corporate names, they would be listed under “Previous names”.
Corporation number
A corporation number is the number Corporations Canada (CC) assigns to a federal body corporate when it first comes under CC's jurisdiction; e.g., on incorporation, amalgamation or continuance. It is usually a 7-digit number.
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D

Directors
Directors are the individuals that supervise the management of the federal body corporate.
Distributing cooperative
A distributing cooperative is typically a cooperative that offers its investment shares for sale to the public (see subsection 1.1(1) of the COOP regulations for a more detailed definition). Distributing cooperatives are also typically reporting issuers under provincial/territorial securities laws. They must comply with the registration and prospectus filing requirements and other related procedures set out in the COOP as well as in securities laws.
Distributing corporation
A distributing corporation is typically a business corporation that offers its shares for sale to the public (see subsection 2 (1) of the CBCA regulations for a more detailed definition). Distributing corporations are also typically reporting issuers under provincial/territorial securities laws. They must comply with the registration and prospectus filing requirements and other related procedures set out in the CBCA as well as in securities laws.
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F

Federal body corporate
A federal body corporate, as used in this Glossary of Terms, refers to all of the various corporate entities that exist under legislation administered by Corporations Canada (e.g., corporations under the Canada Business Corporations Act; cooperatives under the Canada Cooperatives Act; not-for-profit corporations under the Canada Not-for-profit Corporations Act or Part II of the Canada Corporations Act; boards of trade under the Boards of Trade Act; pension funds under the Pension Funds Societies Act; and trade unions under the Trade Unions Act).
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G

Governing legislation
Governing legislation is the act under which a federal body corporate currently exists. The date that appears beside the governing legislation is the date on which the federal body corporate first came under this act. It is not necessarily the date that the federal body corporate was originally created because a body corporate can be created under one act and then continued into another act.
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N

NFP Act
NFP Act is short hand for the Canada Not-for-profit Corporations Act. It is the act that governs all federal not-for-profit corporations incorporated since October 17, 2011 as well as the federal not-for-profit corporations that transitioned into the NFP Act from the CCA. It also governs some Special Act of Parliament corporations. It does not govern banks, insurance companies or trust and loan companies.
Non-distributing cooperative
A non-distributing cooperative is typically a cooperative that is not a distributing cooperative (i.e. it does not offer shares for sale to the public). The vast majority of cooperatives are non-distributing.
Non-distributing corporation
A non-distributing corporation is typically a business corporation that is not a distributing corporation (i.e., it does not offer its shares for sale to the public). The vast majority of businesses are non-distributing.
Non-soliciting corporation
A non-soliciting corporation is typically a not-for-profit corporation that is not a soliciting corporation (i.e. it does not receive public donations and/or government grants in excess of $10,000 in a single financial year).
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P

Previous names
Previous names are the legal name(s) the federal body corporate had prior to its current name.
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R

Registered office
The registered office is the legal address of a federal body corporate. Under some acts it is referred to as the Head Office.
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S

Soliciting corporation
A soliciting corporation is typically a not-for-profit corporation that receives public donations and/or government grants in excess of $10,000 in a single financial year.
Status
Status is the current legal status of the federal body corporate. It does not necessarily reflect whether a federal body corporate is operating or not. The possible statuses are:
Active
The federal body corporate has not been dissolved or otherwise legally terminated under its governing legislation.
Active – Intent to Dissolve filed
The corporation or cooperative has filed a statement that it intends to liquidate and dissolve.
Active – Dissolution Pending (non-compliance)
The corporation or cooperative is in the process of being dissolved by the Director for failing to comply with the requirements of the act.
Active – Discontinuance Pending
The federal body corporate is in the process of moving from its governing legislation to another act.
Inactive – Amalgamated
The corporation/cooperative no longer exists because it has merged with one or more corporations/cooperatives to form a corporation/cooperative.
Inactive – Discontinued
The federal body corporate is no longer governed by legislation administered by Corporations Canada. It has moved so that it is governed by another legislation, e.g., at the provincial level or in another country.
Dissolved
The federal body corporate’s legal existence has been terminated under its governing legislation.
Dissolved by the corporation
The corporation no longer exists because it voluntarily ended its existence.
Dissolved by the corporation
The corporation no longer exists because it voluntarily ended its existence.
Dissolved for non-compliance
The corporation no longer exists because the Director appointed under the act ended its legal existence for failing to comply with the requirements of the act.
Dissolved by court order
The corporation no longer exists because its existence was ended in accordance with an order of the court.
Dissolved by court order
The corporation no longer exists because its existence was ended in accordance with an order of the court.
Dissolved by Corporations Canada
The corporation no longer exists because the Director appointed under the Act ended its legal existence for failure to continue into the Act within a specific period of time of the Act coming into force.
Dissolved – Part II of CCA
The federal body corporate’s legal existence has been terminated under its governing legislation, the Canada Corporations Act.
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T

Type of corporation
There are three types of CBCA corporations: non-distributing corporations with 50 or more shareholders; non-distributing corporations with less than 50 shareholders; and distributing corporations. There are two types of not-for-profit corporations under the NFP Act: Soliciting and non-soliciting. There are two types of federal cooperatives: distributing cooperatives and non-distributing cooperatives. This information helps people identify which legal requirements a corporation/cooperative must adhere to.