Transition

1. What is the Canada Not-for-profit Corporations Act (NFP Act)?

The Canada Not-for-profit Corporations Act (NFP Act) - which came into force on October 17, 2011 – is the law that governs the internal affairs of federal not-for-profit corporations. Note that Part II of the Canada Corporations Act (CCA Part II) will continue to govern federal not-for-profit corporations until they make the transition to the NFP Act. Such transitions must be completed by October 17, 2014.

2. Does the Canada Not-for-profit Corporations Act (NFP Act) apply to my corporation?

Yes, if your corporation was federally incorporated under the Canada Corporations Act (CCA Part II). Not for profit organizations can be incorporated at the provincial or the federal level. If you are not sure that your corporation was incorporated federally you can perform a search of our database at Search for a Federal Corporation.

3. Why is there a new act?

The NFP Act offers new rules that are modern, flexible and better suited to the needs of today’s not-for-profit sector.

4. How will the new act affect my federal not-for-profit corporation?

The new NFP Act brings with it a whole new set of rules for federal not-for-profit corporations in Canada. Every existing federal not-for-profit corporation will have to take action to make the transition to the NFP Act. The Transition Guide will walk you through the transition process.

5. What is the transition process?

The transition process involves replacing the corporation’s letters patent, supplementary letters patent (if any) and by-laws with new charter documents. These charter documents set out the primary rules governing the corporation. A Certificate of Continuance (transition) will be issued. You may wish to consult the Transition Guide to assist you in making the transition.

6. Do all federal not-for-profit corporations need to transition to the NFP Act?

Yes, all not-for-profit corporations must transition to the NFP Act before October 17, 2014. Corporations that do not make the transition by the deadline will be assumed to be inactive and will be dissolved.

7. Are there any fees that should accompany my application to transition to the NFP Act?

Corporations Canada does not charge a fee for applications to transition to the NFP Act.

8. When can I send my application to transition to Corporations Canada?

The application to transition (i.e., the completed forms and any other required documents) should be sent to Corporations Canada after October 17, 2011 and before October 17, 2014.

9. What is the deadline date for federal not-for-profit corporations incorporated under CCA Part II to transition to the NFP Act?

Not-for-profit corporations will have until October 17, 2014 to transition to the NFP Act.

10. What happens if my corporation fails to transition in time?

The old Act will be repealed after the deadline date. Corporations that do not transition to the new Act by the deadline date will be assumed to be inactive and will be dissolved by Corporations Canada. However, the corporation will be able to apply for a revival under the NFP Act.

11. My corporation is a registered charity as defined in the Income Tax Act. Will the transition process affect this status?

All registered charities are strongly advised to consult the Canada Revenue Agency charities website to find out what should be done before applying to transition to the NFP Act.

12. What happens if my corporation, a registered charity, fails to transition in time?

The old Act will be repealed after the deadline date. Corporations that do not transition to the new Act by the deadline date will be assumed to be inactive and will be dissolved by Corporations Canada. For registered charities, dissolution could lead to the revocation of their registration as a charity, which would result in the corporation having to pay revocation tax equal to 100% of the value of their remaining assets. For further information, consult the Canada Revenue Agency.

13. What are the steps a federal not-for-profit corporation incorporated under CCA Part II must take in order to transition to the NFP Act?

The most important steps a federal not-for-profit corporation incorporated under CCA Part II must take in order to make the transition to the NFP Act are to replace its current letters patent with a Certificate of Continuance and to create a set of by-laws that comply with the new Act. The Transition Guide will walk you through these steps.

14. Where can I find the transition forms?

Transition forms are available by simply clicking on Articles of Continuance (transition) (Form 4031) and Initial Registered Office and First Board of Directors (Form 4002) or by contacting us.

15. Will the transition have an impact on my corporation's name?

No, the transition will not have an impact on your corporation's name. However, the transition process provides an opportunity for a corporation to change its name. Note that the new name will have to be approved by Corporations Canada. To do this, Corporations Canada requires that the application to transition include a NUANS Name Search Report that is dated no more than 90 days prior to the receipt of the application. You may wish to consult the Choosing a Name section of our website for further information.

16. Can Corporations Canada obtain a NUANS Name Search Report for me?

No. You will find more information on how to conduct a NUANS Name Search Report at NUANS.com.

17. Does the new NFP Act apply to my corporation right away?

No. The NFP Act will apply to your corporation once you have received a Certificate of Continuance issued by Corporations Canada.

18. Must by-laws be filed with Corporations Canada under the NFP Act?

Yes, all by-laws, by-law amendments and repeals of by-laws must be filed with Corporations Canada within one year after the members have approved them. Note, however, that Corporations Canada does not review or approve by-laws. You may want to consult the By-law Builder and the Model By-laws to help you with the creation of by-laws.

19. Do I need to send by-laws to Corporations Canada for approval before they can be effective?

No. The by-laws are to be filed with Corporations Canada but not for approval. The by-laws come into effect when they are created by the board of directors. The directors are required to submit them to the members at the next meeting of members. The members can vote to confirm, reject or amend the by-laws. If they are confirmed or, confirmed as amended, the by-laws are to be filed with Corporations Canada within 12 months.

20. When do by-laws take effect?

For most by-laws, they take effect from the date that the board of directors creates them through a resolution of the directors. However, if a corporation prefers to have by-laws come into effect only when they are approved by members, that provision can be included in the by-laws or articles. There are certain by-law provisions that can only be made by members, not directors. Refer to the Transition Guide for more information.

21. Will I have to change my corporation’s by-laws to comply with the new Act?

Yes. The current by-laws of your corporation likely need to be revised. You will find more detailed information regarding the creation of by-laws in the Transition Guide. Included in this guide are model by-laws that may be helpful to you in creating your new by-laws. Corporations Canada has also developed the By-law Builder, an interactive online tool that will help you generate the specific by-laws you want to put in place for your corporation.

22. How long does it take for Corporations Canada to process an application to transition to the NFP Act?

Corporations Canada’s service standard for processing applications to transition to the NFP Act is five working days.

23. Can I file my application to transition online?

No. However, the transition forms are available online at our website. These can be completed on screen, printed and then sent to Corporations Canada by mail, fax or e-mail (see our Contact Us information for more details).

24. What tools or documentation does Corporations Canada provide to help corporations to transition to the NFP Act?

Corporations Canada provides the following to help you to transition:

• Transition Guide,
• By-law Builder,
• Model By-laws, and
• Model Articles of Continuance (transition).

Corporations Canada does not give legal advice. A not-for-profit corporation may wish to consult a lawyer or other business professional when developing its documents.

25. Where can I find a copy of my federal corporation’s Letters Patent and by-laws?

Your corporation’s Letters Patent and by-laws can usually be found in the corporation’s minute book. However, if they cannot be located, copies of documents can usually be obtained from Corporations Canada. There is a charge of ($1 per document) when more than nine documents are requested. There is no charge when nine documents or fewer are requested. Copies may be ordered by email at Corporations Canada or by fax at 613-941-4803. For further information, please contact Corporations Canada toll-free at 1-866-333-5556.

26. Where can I find a copy of the NFP Act and its regulations?

You can find a copy of the NFP Act and its regulations on the Department of Justice website

27. Do I need my corporation’s Letters Patent to transition into the NFP Act?

The Letters Patent will be replaced by the Certificate of Continuance under the NFP Act. There may be some provisions in the Letters Patent that you want to include in the articles of continuance or the by-laws. Note that Letters Patent should not be submitted to Corporations Canada.

28. What should I do with my Letters Patent?

Your Letters Patent created your corporation, and that makes it a document that should be retained and kept in the corporation’s minute book.

29. Will my corporation have to change the Business Number (BN) originally issued to it by the Canada Revenue Agency when it transitions?

No. The transition consists of a corporation ‘continuing’ from one statute, the Canada Corporations Act to another, the NFP Act. Generally, a new BN is only required when the legal basis under which activities are carried on is affected (e.g., an unincorporated not-for-profit organization becomes incorporated). Continuance to the NFP Act does not affect the legal basis of a corporation.

30. If a corporation has not yet made the transition to the Canada Not-for-profit Corporations Act (NFP Act), can it still apply for Supplementary Letters Patent or for Ministerial approval of by-law amendments?

Yes. A corporation that has not yet made the transition to the NFP Act can continue to file applications for Supplementary Letters Patent or for Ministerial approval of by-law amendments under its governing legislation, the Canada Corporations Act (CCA Part II). However, once the corporation has moved under the jurisdiction of the Canada Not-for-profit Corporations Act it can no longer make applications under the Canada Corporations Act.