Frequently asked questions – Transition deadline

The October 17, 2014 deadline for continuing under the Canada Not-for-profit Corporations Act has passed. What happens now?

Corporations Canada has started taking steps to dissolve corporations that have not transitioned to the Canada Not-for-profit Corporations Act (NFP Act). Dissolution is not automatic. Corporations Canada will first provide notice before dissolving a corporation.

How do I know whether I need to transition to the Canada Not-for-profit Corporations Act?

If your corporation was federally incorporated under the Canada Corporations Act (CCA, Part II), you need to transition to the Canada Not-for-profit Corporations Act. If you are not sure whether your corporation was incorporated federally, you can search our database at Search for a Federal Corporation.

Can I still transition?

Yes, as long as the corporation has not been dissolved, it is still able to complete the transition. You can consult the Transition Guide to assist you in making the transition.

Are there any fees to transition to the NFP Act?

Corporations Canada does not charge a fee for applications to transition to the NFP Act.

Can I file my application to transition online?

No. However, Forms 4031 and 4002 are available on our website. They can be completed on screen, printed and sent to Corporations Canada (see Contact Us for more details).

What tools or documentation does Corporations Canada provide to help corporations to transition to the NFP Act?

Visit our Not-for-profit Corporations page on our website.

How will I know when my corporation is going to be dissolved?

The dissolution process includes, at minimum, a “Pending Dissolution Notice” issued to a corporation to inform the corporation that it has 120 days to transition. These notices will be sent to all valid addresses Corporations Canada has on the corporate record. Corporations that do not complete the transition before the end of the 120-day notice period will be assumed to be inactive and will be dissolved.

Corporations Canada is also required to publish on its Monthly Transactions Web page the name of those corporations it intends to dissolve after the 120-day notice period. For those corporations, the Corporations Canada online database will indicate a status of "Active - Dissolution Pending (Failure to transition)".

Has Corporations Canada started issuing Pending Dissolution Notices?

Yes. The notices are being issued in phases. The order in which they are being issued is based on a corporation’s filing history with Corporations Canada. Corporations that have never filed an annual summary or that have not filed in several years are presumed to be inactive and will be among the first groups to be issued a Pending Dissolution Notice. Corporations that are up-to-date with their annual filings will be among the last groups.

Is there anything I can do to avoid being dissolved?

Yes, you can complete the transition to the NFP Act as soon as possible. You can consult the Transition Guide to assist you in making the transition.

If your transition is not complete and you want to ensure you receive the notice, verify the head office address published on Corporations Canada's website because this is the address Corporations Canada will use when issuing the Pending Dissolution Notice. If the address is not correct, send an email to Corporations Canada with the correct address.

I have not received a Pending Dissolution Notice and I want to make sure my corporation does not get dissolved. Can I send in a request for more time to transition?

No. Only when the Pending Dissolution Notice has been issued can you send in a request for more time. Until then, continue taking steps to complete the transition.

I want to have my corporation dissolved. I don't want to receive the notice.

Corporations Canada is required by law to send the Pending Dissolution Notice prior to any dissolution. If you want your corporation to be dissolved, simply ignore the notice.

After October 17, 2014, can I still apply for supplementary letters patent or by-law approval under the Canada Corporations Act?

Yes. The Canada Corporations Act, until it is repealed, will continue to apply to a corporation that has not completed the transition and has not been dissolved. These corporations can apply for supplementary letters patent or by-law approval under the Canada Corporations Act.

My corporation is a registered charity as defined in the Income Tax Act. Will the transition process affect this status?

All registered charities are strongly advised to consult the Canada Revenue Agency charities website on how the transition process may affect their registered charity status.

What happens if my corporation, a registered charity, is dissolved for failure to make the transition into the NFP Act?

For registered charities, dissolution could lead to the revocation of their registration as a charity, which would result in the corporation having to pay revocation tax equal to 100% of the value of their remaining assets. For further information, consult the Canada Revenue Agency.

Note

Corporations Canada does not give legal advice. A not-for-profit corporation may wish to consult a lawyer or other business professional when preparing its documents.

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