The transition process

Corporations can take advantage of the benefits of the NFP Act once the transition is complete. The transition process involves obtaining a Certificate of Continuance and making by-laws that comply with the NFP Act.

To make the transition to the NFP Act, a federally incorporated not-for-profit corporation will need to replace its letters patent, supplementary letters patent (if any) and by-laws with a Certificate of Continuance (attached to which are the corporation's articles) and new by-laws that comply with the NFP Act.

The Certificate of Continuance is the same as a Certificate of Incorporation. Both set out the articles that apply to a corporation. Because the corporation is already incorporated, however, it cannot incorporate again under the NFP Act. Instead, it "continues" into the new Act and is issued a Certificate of Continuance instead of a Certificate of Incorporation.

The continuance process involves setting out articles of continuance, having them approved by members and submitting them to Corporations Canada, which in turn will issue a Certificate of Continuance. The articles of continuance are essentially the constitution of the corporation.

Because the rules under the NFP Act are different, what needs to be set out in the articles and by-laws is also different. For that reason, the transition process is not simply a matter of transposing the provisions of the letters patent and supplementary letters patent into the articles and using the same by-laws.

The following steps will guide you through the transition process.

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