Checklist to Avoid Common Deficiencies in Form 4032 – Articles of Revival (transition)

Many applications for revival (transition) under the Canada Not-for-profit Corporations Act (NFP Act) are returned to the applicant because of deficiencies. Using this checklist will reduce the chances of the application being returned because of deficiencies. For help on completing the form, review Instructions for completing Form 4032 – Articles of Revival (transition).

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Note

This document only applies to corporations dissolved by Corporations Canada for a failure to transition from the Canada Corporations Act, Part II (CCA-II) to the NFP Act. Any other corporation looking to continue (transition) should communicate with Corporations Canada.

Form 4032 – Articles of Revival (transition)

In general, an application will not be acceptable if the articles are making reference to:

  • the Canada Corporations Act, Part II (CCA-II)
  • documents issued under the CCA-II (meaning Letters Patent, Supplementary Letters Patent) or
  • the by-laws

When filling out Form 4032 – Articles of Revival (transition), also note that:

  • Item 1 must set out the full current legal name of the corporation (you can find it by consulting Search for a Federal Corporation).
    • If the corporation has a legal name in both official languages, indicate the name in one official language in Item 1A and indicate the name in the other official language in Item 1B.
    • Complete Item 2 only if a new corporate name is being proposed. If no new corporate name is being proposed, leave Item 2 blank (do not write anything if no change is being requested).
  • Item 3 contains the corporation number that Corporations Canada assigns to each corporation upon incorporation (you can find it by using the Search for a Federal Corporation). Note that this is not the business number assigned by the Canada Revenue Agency.
  • Item 4 contains the province/territory where the registered office is located. It corresponds to the address set out in Item 2 on Form 4002 – Initial Registered Office Address and First Board of Directors.
  • Item 5 sets out the minimum and a maximum number of directors. The number of directors that is set out in Item 3 on Form 4002 – Initial Registered Office Address and First Board of Directors must be within the minimum and maximum numbers set out here.
  • Item 6 contains a statement of purpose for the corporation. This provision may have been included in the letters patent as the "objects" of the corporation. This field cannot be blank or contain the words "None" or "N/A".
  • Item 7 contains the restrictions on the activities that the corporation may carry on, if any. If there are no restriction on activities, it should contain the words "None" or "N/A". If left blank, it means there are no restrictions.
  • Item 8 contains the names of the classes or groups of members and the voting rights for each class or group. This item cannot be blank or contain the words "None" or "N/A".
    • Every corporation must have at least one class or group of members; in this case, all members are voting members. A corporation may have two or more classes or groups of members. Not all classes or groups have to be given the right to vote, but at least one class must have this right.
      • Example of Unacceptable provision: "There are 8 different classes: Active, Affiliate, Associate, Resident, Student, Retired and Honorary." (unacceptable because voting rights are not specified for each class.)
    • The information in Item 8 must clearly describe the classes or groups
      • Unacceptable provisions: "There are no special classes." (unacceptable because no class is specified) or "Paid membership – voting." (unacceptable because the description of the class or group is unclear.)
    • The information in Item 8 must not set out the membership conditions or the process for applying for membership or becoming a member. This information is usually contained in the corporation's by-laws (see By-law builder). If conditions of membership need to be included in the articles, it is best to set them out in Item 10: Additional provisions.
      • Unacceptable provision: "Membership in the corporation is confined to persons who have made a public statement in support of the philosophy of the corporation and who have qualified for membership. New applicants for membership shall be interviewed by two Senior Members." (It is unacceptable because it does not describe the rights of a class or group of members and primarily describes the process of becoming a member.)
    • Item 9 contains a statement about where the remaining property of the corporation goes upon liquidation. It cannot be left blank or contain the words "None" or "N/A" as the corporation must dispose of all property before it can be dissolved. Acceptable provisions include:
      • 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.
        • Note that 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. Acceptable provision: "Any property remaining on liquidation of the Corporation, after discharge of liabilities, shall be distributed to one or more qualified donees within the meaning of subsection 248(1) of the Income Tax Act."
    • Item 10 either contains the word "None" or contains the additional provisions that the corporation wants in its articles. If left blank, it means there are no additional provisions.
    • Item 11 indicates the applicant's relationship with the dissolved corporation.
    • Item 12 contains the signature of a director or an authorized officer of the corporation.

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Form 4002 – Initial Registered Office Address and First Board of Directors

Item 1 must match the corporate name appearing on Form 4032 – Articles of Revival (transition), based on one of the following scenarios:

  • if a new corporate name is not being proposed, indicate the corporate name exactly as it is set out in Item 1 on Form 4032 – Articles of Revival (transition)
    or
  • if a new name is being proposed, indicate the proposed new name of the corporation exactly as it is set out in Item 2 on Form 4032 – Articles of Revival (transition).

Item 2:

  • Indicate the street name and number, city, province or territory, and postal code of the registered office.
  • The registered office must be within the province or territory set out in Item 4 on Form 4032 – Articles of Revival (transition).
  • The address cannot be a post office box.

Item 3:

  • Indicate the first and last names of the individuals who will be directors upon the revival (transition) of the corporation.
  • Each director must have a residential address or another address for service.
  • The addresses are not post office box addresses.
  • The number of directors corresponds with the minimum and maximum or fixed number of directors indicated in Item 5 on Form 4031 – Articles of Continuance (transition).
  • If the space available is insufficient, attach a schedule.

Item 4 contains the signature of an individual who will be a director or an authorized officer of the corporation upon revival.


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Nuans name search report

Include a Nuans name search report if a new corporate name is being proposed in Item 2 on Form 4032 – Articles of Revival (transition) or if the corporation has been dissolved for more than two years

The Nuans name search report must be less than 90 days old.


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Resolutions of directors or members and minutes of meetings

Do not include copies of resolutions of directors or members approving the articles or copies of minutes of meetings approving the revival (transition).

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