Policy on continuance (import) of a body corporate into the Canada Not-for-profit Corporations Act

Learn how to prepare a request to continue (import) a body corporate into the Canada Not-for-profit Corporations Act (NFP Act).

Note

Although the information provided here will assist you in completing the continuance (import) process quickly and accurately, it is not intended to replace legal advice. Consider consulting a lawyer or another professional advisor to ensure that the specific needs of your not-for-profit corporation are met.

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Continuance (import) and effective date

A continuance allows a body corporate to effectively re-incorporate into another legislation. Instead of incorporating again, the body corporate continues from one legislation into another so that it is governed by that other act as though it were incorporated under it. The process results in the corporation being exported out of one legislation and being imported into another.

The corporation becomes subject to the NFP Act on the date shown on the certificate of continuance issued by Corporations Canada. 

Corporations Canada sends a copy of the certificate of continuance to the organization (for example, a registrar) that administers the legislation that previously governed the body corporate. On its receipt, the organization should issue a certificate of discontinuance (or an equivalent document). The certificate of discontinuance shows the same date as the date shown on the certificate of continuance issued by Corporations Canada. It is the date that the body corporate ceases to be governed by the previous legislation.

It is the responsibility of the body corporate to ensure that the certificate of discontinuance has been issued.

Body corporates who can continue (import) into the Canada Not-for-profit Corporations Act

A body corporate incorporated under another legislation can continue (import) into the NFP Act if the legislation presently governing the body corporate permits the continuance.

If the not-for-profit corporation is incorporated under Part II of the Canada Corporations Act, see Transition guide for federal not-for-profit corporations.

Documents that must be filed to continue (import) a body corporate into the Canada Not-for-profit Corporations Act

To continue a body corporate into the NFP Act, you must file an application (see How to file an application under the Canada Not-for-profit Corporations Act).

What to include in an application when the body corporate is governed by legislation that has been pre-approved by Corporations Canada or another federal legislation
What to include in an application when the body corporate is governed by a legislation that has not been pre-approved by Corporations Canada
  • a completed and signed copy of Form 4011 – Articles of Continuance (import) (see Not‑for‑profit corporation forms; Instructions for completing Form 4011 – Articles of Continuance (import) are also available)
  • a completed and signed copy of Form 4002 – Initial Registered Office Address and First Board of Directors (see  Not‑for‑profit corporation forms; Instructions for completing Form 4002 – Initial Registered Office Address and First Board of Directors are also available)
  • a Nuans name search report for the proposed name of the corporation that is not more than 90 days old. If you have received prior approval of the name, attach a copy of the letter from Corporations Canada approving the name along with the copy of the Nuans name search report. If the proposed name is a numbered name, a Nuans name search report is not required
  • a document indicating approval of the continuance (for example, a registrar) that administers the legislation currently governing the body corporate
  • an excerpt of the relevant provisions of the legislation under which the body corporate currently exists showing that the continuance is permitted
  • A signed legal opinion by counsel qualified to practice in the jurisdiction where the body corporate is incorporated stating that:
    • the exporting legislation allows the continuance to the NFP Act
    • once the body corporate is continued into the NFP Act, the non-federal legislation will cease to apply to it, and
    • the body corporate meets all the requirements for the continuance into the NFP Act. This statement is required only when the organization (for example, a registrar) who administers the exporting legislation does not make it a practice to issue a document indicating approval of the continuance.
  • the filing fee (see Services, fees and turnaround times – Not-for-profit corporations).

Language of the articles

The articles can be in English or French, or in a bilingual format. This means they can be in a format that:

  • uses either French or English, or
  • employs both English and French.

Legislation pre-approved by Corporations Canada under the Canada Not-for-profit Corporations Act

Corporations Canada has pre-approved specific legislation. In pre-approving legislation, Corporations Canada recognizes that:

  • the legislation permits continuances to the NFP Act
  • once a body corporate is continued into the NFP Act, the exporting legislation will cease to apply to it.

When the exporting legislation has been pre-approved, the body corporate does not need to provide to Corporations Canada information regarding the legislation.

Legislation pre-approved by Corporations Canada

Pre-approved legislation and documents to be provided for continuance
Pre-approved legislation Document to be provided with the application for continuance
Ontario – Corporations Act Authorization to transfer to another jurisdiction (Form 13) from the Ministry of Government Services of Ontario
Manitoba – The Corporations Act An endorsed Application for approval to continue in another jurisdiction from the Manitoba Companies Office
Newfoundland & Labrador – Corporations Act Letter of Satisfaction from the Newfoundland and Labrador Registry of Companies
Saskatchewan – Non-profit Corporations Act Certificate of Continuance from the Saskatchewan Corporations Branch

Federal legislation that allow continuance into the Canada Not‑for‑profit Corporations Act

The following federal legislation administered by Corporations Canada allow continuance (import) into the NFP Act:

  • Canada Cooperatives Act
  • Canada Business Corporations Act.

The following federal legislation allow administered by the Office of the Superintendent of the Financial Institutions allow continuance (import) into the NFP Act:

  • Bank Act
  • Cooperative Credit Associations Act
  • Insurance Companies Act
  • Trust and Loan Companies Act.

A corporation created by a Special Act of Parliament can also be continued (import) into the NFP Act.

Problem with your application

If there is a problem with your application, Corporations Canada returns it with a letter that explains the steps you need to take to fix the problem.

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