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.
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.
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.
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.
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).
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.
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).
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.
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.
