Your reporting obligations under the Canada Not-for-profit Corporations Act (NFP Act)
As a federal not-for-profit corporation you must...
Table of Contents
- File an Annual Return every year
- File Any Change of Registered Office Address
- Report Changes Regarding Directors
- File Financial Statements and Public Accountant's Report
- Keep Your Articles Up-to-Date
- Send Copies of By-Laws
File an Annual Return every year
Please note that this is not your income tax return. This is your corporate Annual Return, and it provides up-to-date information about your not-for-profit corporation. This information is then made available to the public through the Corporations Canada website. Members of the public, financial institutions and many other interested parties rely on this information. You are required to file an Annual Return every year.
|What||Filing an Annual Return|
|When||Within the 60 days following the corporation's anniversary dateFootnote 1|
|How||File through the Online Filing Centre or send your completed Form 4022 - Annual Return to Corporations Canada by email or mail|
|Fee||$20 if you file online or $40 if not filed online|
On your Annual Return form, you must provide the date of the corporation's last annual meeting of members.
It may be more practical for not-for-profit corporations with only a few members to prepare a written resolution rather than to hold a formal meeting. A written resolution is a written record of decisions that is signed by all of the members who are entitled to vote.
File Any Change of Registered Office Address
Your registered office address is the official address for communicating with your not-for-profit corporation. Many people rely on this address. Corporations Canada also uses this address to remind you to file your Annual Returns. A change of registered office address is only effective once it has been accepted by Corporations Canada.
|What||Filing a change of registered office address|
|When||Immediately to effect the change|
|How||File through the Online Filing Centre or send your completed Form 4003 – Change of Registered Office Address to Corporations Canada by email or mail|
- Your registered office address cannot consist solely of a post office box;
- Your registered office address must be within the province or territory that is set out in the articles of your not-for-profit corporation. If your registered office address changes to a place outside of that province or territory, you must first update your articles (see Keep Your Articles Up-to-Date).
- If you prefer that unofficial documentation be sent somewhere else, you may provide an additional address (e.g., a law firm). If an additional address is needed, please submit the information in writing.
Report Changes Regarding Directors
The directors of your not-for-profit corporation have the power and the duty to manage the activities of the corporation. As a result, interested members of the public have a right to know who the current directors are and where they can be reached. You are required to report any changes regarding directors.
These changes include:
- the election or appointment of a new director;
- the resignation or removal of a director; and
- any change in the address of a current director.
|What||Reporting changes regarding directors|
|When||Within 15 days of the change or, in the case of a change to a director's address, within 15 days of being notified of the change|
|How||File through the Online Filing Centre or send your completed Form 4006 – Changes Regarding Directors to Corporations Canada by email or mail|
The number of directors must be the same as the fixed number or within the minimum/maximum number of directors that is set out in the articles of your not-for-profit corporation. If the number of directors differs from the fixed number or is not within the minimum/maximum number in the articles, you must first update your articles (see Keep Your Articles Up-to-Date).
File Financial Statements and Public Accountant's Report
This applies only to "soliciting" not-for-profit corporations, which are generally those that receive public donations and/or government grants in excess of $10,000 in a single financial year. Corporations Canada makes the financial documents of soliciting not-for-profit corporations available to the public. You are required to send financial documents every year.
|Who||Soliciting not-for-profit corporations|
|What||Filing copies of financial statements and reports of a public accountant, if any|
|When||Not less than 21 days before each annual meeting of members or as soon as possible after a written resolution is signed|
|How||File through the Online Filing Centre, mail or email|
Keep Your Articles Up-to-Date
Your articles set out basic information about your not-for-profit corporation which is then made available to the public through the Corporations Canada website. You are required to amend your articles if you make changes to the following:
- the corporation's name;
- the province or territory in which your registered office is located;
- the fixed, minimum or maximum number of directors;
- the classes, or regional or other groups, of members;
- the restrictions on the activities the not-for-profit corporation may carry on;
- the statement of the purpose of the not-for-profit corporation;
- the statement regarding the distribution of property remaining on liquidation; and
- any other provision included in your articles.
|What||Filing Articles of Amendment|
|When||As soon as the amendment has been adopted by members|
|How||Mail or email your completed Form 4004 - Articles of Amendment to Corporations Canada|
Amendments to articles become effective on the date shown on the Certificate of Amendment that you receive from Corporations Canada.
Send Copies of By-Laws
By-laws set out valuable information about your not-for-profit corporation. Corporations Canada does not review your by-laws but does make them available to the public. In most cases, a by-law is created, changed or repealed by the directors of the corporation and then submitted to the members for confirmation. You are required to send copies of:
- all new by-laws;
- any changes to by-laws; and
- any repeal of by-laws.
|What||Sending copies of by-laws and by-law amendments|
|When||Within 12 months of confirmation by members|
|How||File through the Online Filing Centre, mail or email|
These obligations are all required by the NFP Act. Any not-for-profit corporation that defaults for a period of one year in sending any fee, notice or document required by the NFP Act could be dissolved. Dissolution terminates the existence of a corporation and can have serious legal repercussions, particularly if the corporation is a registered charity under the Income Tax Act.
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