Many Aboriginal communities have established federal not-for-profit corporations as part of their community economic, social and cultural development and governance structure. Because of changes to the legislation that governs those organizations, there is a risk that some of those entities could be dissolved unless action is taken to “continue” these corporations under new federal legislation.
The Canada Not-for-profit Corporations Act (the “New Act”) came into force on October 17, 2011. The New Act establishes a new framework for the governance of federally-incorporated not-for-profit corporations. All not-for-profit corporations incorporated under Part II of the Canada Corporations Act (the “Old Act”) must continue under the New Act or they will be dissolved.
The deadline for continuing from the Old Act to under the New Act is today, October 17, 2014. However, Corporations Canada recently advised that corporations will not be automatically dissolved if they fail to continue by that date. Instead, following October 17, 2014, Corporations Canada will begin issuing notices of dissolution to corporations that have not continued. Each notice of dissolution will grant the corporation 120 days to continue. Any corporation that fails to continue within that time will be dissolved.
The continuance process involves adopting by-laws and other corporate documents that conform with the New Act.