Certificates of compliance and certificates of existence
At some point, a supplier, a banker or another party could ask you to provide a certificate of compliance, a certificate of existence or both. These certificates are often needed to support a loan request or to provide assurance to a potential investor that a corporation has not been dissolved.
Certificate of compliance
A certificate of compliance is issued by Corporations Canada to show that a corporation:
- exists under the Canadian Business Corporations Act (CBCA), meaning that the corporation has not been dissolved, amalgamated into another corporation, or discontinued so that it is governed by different legislation
- has filed the required annual returns with Corporations Canada
- has paid all required fees.
Certificate of existence
A certificate of existence indicates that a corporation existed as of a specified date (for ex., November 1, 2014). In other words, the certificate states that on the specified date, the corporation was not dissolved, amalgamated into another corporation, or discontinued and no longer governed by the CBCA.
Corporations Canada can also issue a certificate of existence for a specific time period (for ex., between January 1, 2014 and November 1, 2015) if the corporation was not dissolved, discontinued or amalgamated at any point during that period.
A certificate of existence does not certify that a corporation has sent all the required documents to Corporations Canada or that it has paid all required fees.
Requesting a certificate
Any person can request a certificate of compliance or a certificate of existence for a business corporation. The request does not have to come from the corporation itself.
Corporate name change – Certificate of existence
If a corporation has previously changed its name, the certificate of existence will show the current corporate name even though it might have existed under a different name during part of the time period covered by the certificate of existence.
The certificate of compliance or the certificate of existence will be dated as of the day Corporations Canada issues the certificate. The certificate cannot have a date prior to its issuance. The issuance date might not be the date on which the request is received by Corporations Canada.
Failure to meet certificate requirements
If the corporation does not meet Corporations Canada's requirements for issuing the requested certificate, Corporations Canada will send the applicant a notice of refusal indicating the reasons why the certificate cannot be issued.
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