​The time is up; the October 17, 2014 deadline to continue under the Canada Not-for-profit Corporations Act ("CNCA") has now passed. As we have written several times in this blog (for example, here and here), Corporations Canada established the October 17, 2014 deadline for all not-for-profit corporations ("NFP") incorporated under the Canada Corporations Act to file for continuance under the CNCA. Corporations Canada assumes that all NFPs that failed to transition under the CNCA by the deadline are inactive and will be automatically dissolved.

You may be asking: my NFP missed the deadline, has it now been dissolved? Fortunately, no, your NFP has not been dissolved yet; however, Corporations Canada is now taking steps to dissolve these NFPs.

As a first step, Corporations Canada is issuing a "Pending Dissolution Notice" to these NFPs that have not transitioned under the CNCA. The Pending Dissolution Notices are being sent out in phases, beginning with NFPs that are delinquent in their annual filings. So, if your NFP is up-to-date with its annual filings, then its Pending Dissolution Notice is not in the mail yet. 

If your NFP has received a Pending Dissolution Notice, you still have time, but the clock is really ticking now. Your NFP will have 120 days from the date of the Pending Dissolution Notice to continue under the CNCA. Failure to continue within this period will result in automatic dissolution. The effects of automatic dissolution can be serious. The debts and liabilities of your NFP will have to be settled and all remaining assets will be distributed in the manner specified in the letters patent, supplementary letters patent, or by-laws. If your NFP is a registered charity under the Income Tax Act (Canada), then it may lose its registered charity status and be subject to negative tax consequences as a result; therefore, it is imperative that you begin the continuance process immediately upon receipt of a Pending Dissolution Notice. 

If your NFP has not received a Pending Dissolution Notice yet, we strongly recommend beginning the continuance process as soon as possible to ensure there is enough time to complete all of the necessary organizational matters.