Step 5 - Submit the Required Documents

Review Your Letters Patent and By-laws Review
Prepare Articles Prepare
Create By-laws Create
Get Members' Approval Approve
Submit the Required Documents Submit

Once the articles have been approved, the next step is to obtain a Certificate of Continuance. To do so, you are required to file the following with Corporations Canada:

Form 4031 – Articles of Continuance (transition);
Form 4002 – Initial Registered Office Address and First Board of Directors This form sets out the registered office address and the board of directors at the time of continuance. It is available in a fillable PDF format on Corporations Canada's website; and
NUANS Name Search Report, if the name of the corporation is changing on continuance.

Use the Checklist for Continuance (transition) Documents to reduce the chances of your application being returned because of deficiencies. Also, see How to Avoid Common Deficiencies in Form 4031 – Articles of Continuance (transition).

When Corporations Canada receives your documents, we will make sure that they have been properly completed and, if applicable, that the new name is acceptable. If so, we will send you a Certificate of Continuance with the articles of continuance attached.

The by-laws do not have to be filed to obtain a Certificate of Continuance. The NFP Act requires that they be filed within 12 months after members have approved them as set out in Step 4. You can, however, file them with the above documents.

Note:

Unlike the old Act, the NFP Act does not require Corporations Canada to review and provide Ministerial approval of the by-laws. The benefit to the corporation is that the by-laws come into effect immediately when they are made. The only requirement is that by-laws be filed with Corporations Canada within 12 months of their being confirmed by members.^{Footnote 1} There is no fee to file by-laws.

Where to file

By email at corporationscanada@ic.gc.ca
By fax at 613-941-4803
By mail at the following address:
Corporations Canada
Jean Edmonds Building
South Tower, 9^th Floor
365 Laurier Avenue West
Ottawa, Ontario K1A 0C8

Fee

Existing federally incorporated not-for-profit corporations do not have to pay a filing fee to obtain a Certificate of Continuance.

Additional resources

Footnotes

Footnote 1

With a few exceptions, by-laws can be made, amended or repealed by a resolution of the board of directors. The resolution takes effect immediately but it is to be submitted at the next meeting of members. The members can vote to confirm, amend or reject the change to the by-laws. If it is important to a corporation that by-laws only take effect when approved by the members, this would need to be stated in the articles or by-laws. Note that directors cannot make by-laws which require a special resolution of members.

Return to footnote 1 referrer