Instructions for completing Form 4031 – Articles of Continuance (transition)
- Step 1
- Step 2
- Step 3
- Step 4
- Step 5
- Annex A
- Annex B
- Annex C
- Model special resolution
You are providing information required by the NFP Act. Note that both the NFP Act and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049.
If the corporation is or intends to become a registered charity as defined in the Income Tax Act, it is strongly recommended that the Charities Directorate of the Canada Revenue Agency (CRA) be consulted (go to www.cra-arc.gc.ca/charities or call 613-954-0410 or toll free at 1-800-267-2384) prior to making a request to Corporations Canada for transition.
1 - Current name of the corporation
Indicate the legal name of the not-for-profit corporation. The name can be found on the first page of the existing letters patent or on any supplementary letters patent or on the Corporations Canada website under “Search for a federal corporation”.
2 - If a change of name is requested, indicate proposed corporate name
There are three options:
- No change If the corporation does not wish to change its name, leave this item blank.
- Proposed name If the corporation decides to change its name, indicate the new proposed name.
In item 2a, indicate your proposed corporate name in one of the official languages. If the corporate name is a combined English and French version, indicate that name in this field.
If applicable, indicate in item 2b your proposed corporate name in the second official language if the corporate name will consist of separate English and French versions. If the corporation does not wish to have a corporate name in the second official language, leave this item blank.
- Combined English and French version
- Centre récréatif Miramichi Recreational Center
- Separate English and French versions
- Ottawa Community Hockey Association
- Association de hockey communautaire d'Ottawa
The proposed name must be distinctive, meaning that it must not be misleading or likely to be confused with names used by other organizations and businesses. In general, a corporate name is distinctive if it does not make those who encounter it think of another organization or business. You must include a valid Nuans Name Search Report unless you would like a number name (for example, 123456 Canada Foundation). Corporations Canada will use the Nuans Name Search Report to determine whether the name is distinctive and otherwise meets the requirements of the NFP Act.
The Nuans Name Search Report must be dated no more than ninety (90) days prior to the receipt of the articles by Corporations Canada. If the proposed corporate name consists of both an English and a French version, and not a combined English and French version, it will be necessary to provide a Nuans Name Search Report for each language.
For more information about choosing a name, see Name a corporation .
If your corporate name has been pre-approved by Corporations Canada, attach a copy of the letter of approval to your application. If the pre-approval letter is not included or if the name has not been pre-approved, the name will be considered for approval when the application is processed.
The NFP Act allows you to choose a number as your legal name (for example, "1234567 Canada Centre"). To obtain a number name, leave a blank space in item 2a (in which Corporations Canada will insert an assigned number) followed by the word “Canada” and one of the following prescribed terms: Association, Center, Centre, Fondation, Foundation, Institut, Institute or Society.
Example: Canada Center
To help Corporations Canada make a decision regarding the proposed new name, include with your application a completed Corporate Name Information Form .
- Combined English and French version
- Numbered name Under the NFP Act, a not-for-profit corporation can choose to have a numbered name as its legal name (e.g., 1234567 Canada Foundation). To obtain a numbered name, leave a blank space in which Corporations Canada will insert an assigned number, followed by the word Canada and one of the following prescribed terms: Association, Center, Centre, Fondation, Foundation, Institut, Institute or Society.
3 - Corporation number
Indicate the number assigned to the corporation by Corporations Canada when it was initially incorporated under the old Act. This number can be found on most correspondence received from Corporations Canada or on the Corporations Canada website under “Search for a federal corporation.” This number will remain the same after the transition.
4 - The province or territory in Canada where the registered office is situated
Indicate the province or territory in Canada where your registered office is situated. In existing letters patent the registered office may have been referred to as the “head office”.
Do not include the street address here. The street address will be indicated on Form 4002 – Initial Registered Office Address and First Board of Directors.
5 - Minimum and maximum number of directors
Every corporation must have at least one director, except a soliciting corporation (i.e., one that receives public donations and/or government grants in excess of $10,000 in a single financial year). A soliciting corporation must have no fewer than three directors, at least two of whom are not officers or employees of the corporation or its affiliates.
6 - Statement of the purpose of the corporation
Include a statement that describes the purpose(s) of the corporation. This provision may have been included in the existing letters patent.
If your corporation intends to become a registered charity, it is strongly recommended that the Charities Directorate of the Canada Revenue Agency (CRA) be consulted on this statement.
7 - Restrictions on the activities that the corporation may carry on, if any
Set out any restrictions on activities that the corporation may carry on. If there are no restrictions required, indicate “none” or leave this item blank.
If your corporation intends to become a registered charity, it is strongly recommended that the Charities Directorate of the CRA be consulted on this statement.
8 - The classes, or regional or other groups, of members that the corporation is authorized to establish
The articles must set out how the members will be organized into classes or groups and set out the voting rights for each class or group. Members with voting rights are entitled to vote at members meetings (e.g., elect directors and the public accountant).
A corporation must have at least one class or group of members, in which case, all members are voting members. A corporation may have two or more classes or groups of members and not all classes or groups have to be given the right to vote. If there is more than one class or group of members, the articles must give the right to vote to at least one class or group.
One class of members
If there is only one class of members, the example below can be set out in the articles so that the corporation is authorized to establish one class of members. Note that if only one class is set out in the articles, that class automatically has the right to vote, whether or not it is specified in the articles.
"The corporation is authorized to establish one class of members. Each member shall be entitled to receive notice of, attend and vote at all meetings of the members of the Corporation."
Two or more classes of members
For two or more classes or groups of members, the name of each class or group and the voting rights associated with each must be set out. The example below illustrates articles for a corporation with two classes of members, Class A and Class B, with only Class A having voting rights.
"The corporation is authorized to establish Class A members and Class B members as follows:
- The Class A members shall be entitled to receive notice of and to attend all meetings of the members of the Corporation and each Class A member shall have one (1) vote at each such meeting, except for meetings at which only members of another class are entitled to vote separately as a class.
- Except as otherwise provided by the Canada Not-for-profit Corporations Act, S.C. 2009, c.23 the Class B members shall not be entitled to receive notice of, attend or vote at meetings of the members of the Corporation.”
9 - Statement regarding the distribution of property remaining on liquidation
Every corporation must include a statement to deal with any property that may remain upon liquidation.
When your corporation stops operating, you will need to dissolve it. Before a corporation can be dissolved, it must dispose of its property. This involves:
- returning property to another person if the property was originally given to the corporation on the condition that it be returned when the corporation is to be dissolved
- paying any debt or other liabilities of the corporation
- distributing any remaining property according to the statement set out in this item of the articles.
Property includes fixed property (e.g., land and buildings), movable property (e.g., office equipment, tools and cars) and other assets such as cash, bonds and shares.
Registered charities and soliciting corporations must provide that any property remaining upon liquidation be distributed to one or more qualified donees, within the meaning of the Income Tax Act. However, if a registered charity has its registration revoked, there is a further restriction that the assets may only be distributed to qualified donees that also meet the definition of eligible donees under the Income Tax Act. For more information, see the Canada Revenue Agency website.
10 - Additional provisions, if any
Include any other provisions your corporation would like to have in its articles (e.g., any provisions required to satisfy the requirements of other legislation). If there are no other provisions, indicate “none” or leave this item blank.
While there is no limit to the provisions that could be part of this section of the articles, the following illustrates suggested wording for some possible topics. The suggested provisions are merely examples (i.e., the list is not definitive and the wording is not mandatory). If you want to use other provisions, you may wish to consult a lawyer or other business professional to be sure that they are permitted under the NFP Act.
A. Non-profit clause for registered charities
CRA requires charities to operate on a non-profit basis and recommends that a corporation that intends to become a registered charity should include a statement in its articles that the corporation will be operated on a non-profit basis, although such a statement will not be mandatory. The CRA's ssuggested wording is:
"The corporation shall be carried on without the purpose of gain for its members, and any profits or other accretions to the corporation shall be used in furtherance of its purposes."
B. Remuneration of directors clause for registered charities
CRA does not permit the remuneration of directors merely for acting as directors and recommends that a corporation that intends to become a registered charity should include a statement in its articles that directors may not be remunerated merely for acting as directors, although such a statement will not be mandatory. The CRA's suggested wording is:
"Directors shall serve without remuneration, and no director shall directly or indirectly receive any profit from his or her position as such, provided that a director may be reimbursed for reasonable expenses incurred in performing his or her duties. A director shall not be prohibited from receiving compensation for services provided to the corporation in another capacity."
C. Borrowing powers
The NFP Act allows directors to borrow and grant security on property without the authorization of members (see section 28 of the NFP Act). However, your corporation can restrict this power by including a provision in the articles or by-laws or in any unanimous members’ agreement. A provision regarding directors’ borrowing powers and the delegation of those powers is sometimes used to limit the authority of directors and/or to satisfy lending institutions. The following wording could be used in the articles:
“If authorized by a by-law which is duly adopted by the directors and confirmed by ordinary resolution of the members, the directors of the corporation may from time to time:
- borrow money on the credit of the corporation;
- issue, reissue, sell, pledge or hypothecate debt obligations of the corporation; and
- mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any debt obligation of the corporation.
Any such by-law may provide for the delegation of such powers by the directors to such officers or directors of the corporation to such extent and in such manner as may be set out in the by-law.
Nothing herein limits or restricts the borrowing of money by the corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the corporation.”
D. Increase the majority vote by members
The NFP Act specifies that an ordinary resolution is a simple majority and a special resolution is a two-thirds majority (see subsection 2(1) of the NFP Act). Your corporation can set out a different majority in its articles, which must be greater than the statutory majorities. The requirements for passage of a resolution to remove a director cannot be increased (see subsection 7(5) of the NFP Act). The following wording could be used:
"In order to effect any (ordinary and/or special) resolution passed at a meeting of members, a majority of not less than per cent of the votes cast by the members who voted in respect of that resolution shall be required."
E. Foreign corporate name
You may want to specify the foreign form of your corporate name. This form of the name may only be used outside Canada (see subsection 11(2) of the NFP Act). The following wording could be used:
"It is hereby provided that the corporation may use and may be equally designated by the following form outside Canada: ..."
Item 10 of Form 4031 is not to be used to state the English or French form of your corporate name for use inside Canada. The English and/or French forms of your corporate name are set out in Item 1 or item 2 of Form 4031 – Articles of Continuance (transition).
F. Fill a vacancy on the board of directors
The NFP Act allows a quorum of directors to fill a vacancy on the board of directors, but not a vacancy created by an increase in the number of directors or a failure to elect the minimum number of directors specified in the articles (see section 132 of the NFP Act). Alternatively, the articles could specify that only the members can fill a vacancy on the board of directors. If you want to restrict the ability of the board of directors to fill a vacancy, the following wording could be used in the articles:
"Any vacancy on the board of directors shall be filled by a vote of the members."
G. Additional Directors
The NFP Act permits the articles to provide the board of directors with the authority to appoint one or more additional directors between annual meetings, for a term expiring not later than the close of the next annual meeting of members (see subsection 128(8) of the NFP Act). This authority does not apply to filling a vacancy on the board. The number of appointed directors cannot exceed one-third (1/3) of all directors elected at the last annual meeting of members. The following wording can be used in the articles to allow directors to appoint additional directors:
"The directors may appoint one or more directors, who shall hold office for a term expiring not later than the close of the next annual general meeting of members, but the total number of directors so appointed may not exceed one-third of the number of directors elected at the previous annual general meeting of members.”
H. Class or group voting by members on amendments to articles
When there is an amendment to the articles, the NFP Act requires members to vote separately as a class or group in cases where the consequences of the amendment would affect the class or group differently from other classes or groups of members. The list of possible consequences is included in subsection 199(1) of the NFP Act. The Act provides an exception to this rule in two specific situations: an exchange, reclassification or cancellation of all or part of the memberships of the class or group; or the creation of a new class or group with rights equal to or superior to the class or group. If your corporation wishes to use this exception, a provision must be included in the articles. The following wording could be used:
"The non-voting members shall not be entitled to vote separately as a class or group on an amendment, or proposal to make an amendment, to:
- effect an exchange, reclassification or cancellation of all or part of the memberships of such class; or
- create a new class or group of members having rights equal or superior to those of the non-voting members.”
11 - Declaration
These articles must be signed by a director or officer of the corporation that is making the transition into the NFP Act.
Making a change to any provision contained in a corporation’s articles, once a Certificate of Continuance has been issued, requires a resolution of the members that is passed by at least two-thirds of the votes cast at a meeting and an application to Corporations Canada for a Certificate of Amendment. There is a $200 fee for an application for a Certificate of Amendment.
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