On October 17, 2011, the long awaited Canada Not-for-Profit Corporations Act (the NFP Act) was proclaimed in force. Information on the new legislation and a Transition Guide for Federal not-for-profit corporations is available on Industry Canada’s website. Visit our September 24, 2009 Osler Update for some of the essential features of the new legislation.
Federally incorporated not-for-profit corporations are required to transition to the new NFP Act by October 17, 2014. Until then, however, they continue to be governed by the “old legislation,” Canada Corporations Act, Part II. Importantly, a corporation which fails to transition to the new legislation within the next three years will be considered inactive and subsequently dissolved.
To continue under the NFP Act, a corporation’s Letters Patent and by-laws will be replaced by articles of continuance and new by-laws drafted in accordance with the new legislation.