If your corporation is a not-for-profit or charity and has been incorporated under the Canada Corporations Act Part II (“CCA II”), be sure to double check if you have been ‘continued’ under the Canada Not-for-Profit-Corporations Act (CNCA).

The deadline, July 31, 2017 is fast approaching for corporations incorporated under the CCA II. Without having received the certificate of continuance by Corporations Canada, you risk dissolution of your corporation.

Dissolution is devastating to a charity as it not only dissolves its corporation but (incidentally) revokes their charity status and effects the control of their remaining assets. Corporations who were not prudent in winding up their affairs risk losing their bank accounts and property to the government. There is a possibility of charities being granted revival post dissolution, but this decision lays at the discretion of the government and should not be relied upon.

Corporations have had some time to transition to the CNCA, which came into force in October of 2011. The Ministry has made a series of extensions and postponements to the deadline of continuance and this appears to be the last call. Continuing under the new CNCA is however not a simple process and does require a meeting of the members to approve the articles of continuance, before their submission to the Ministry. Due to the subtle differences between Acts, careful consideration should be made as to the articles and by-laws of the corporation. For example, there may be different financial review requirements, dependent on the size and activities of the corporation, and the new Act does not have a place for ex officio directors (directors by virtue of holding some other office).