Instructions for Form 4013 - Articles of Reorganization
- 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.
- All references to legislation are references to the Canada Not-for-profit Corporations Act (NFP Act).
- A reorganization must comply with the requirements of section 215.
- If the space available at section 3D is insufficient, please attach a schedule.
3. A: The corporate name must be distinctive and be distinguishable from corporate names used by other organizations or businesses. You must include a valid Nuans name search report unless you would like a numbered name (e.g., 123456 Canada Foundation). Corporations Canada will use the Nuans report to determine whether the name is distinctive and otherwise meets the requirements of the NFP Act. If you would like a numbered name, leave a blank space, followed by the word "Canada" and one of the following prescribed terms: Association, Center, Centre, Foundation, Fondation, Institut, Institute, Society.
C: 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.
D: Other amendments include changes to:
- the statement of the purpose of the corporation;
- the restrictions on the activities the corporation may carry on;
- the classes, or regional or other groups, of members that the corporation is authorized to establish;
- the statement regarding the distribution of property remaining on liquidation;
- any other provision included in the corporation's articles.
All amendments must indicate clearly which articles or paragraphs or sub-paragraphs of the articles are being amended.
If your corporation is or intends to become a registered charity, visit charities and giving (Canada Revenue Agency) during the preparation of your reorganization documents. The charities and giving webpage provides valuable information about what must be contained in certain statements in these documents to meet the requirements to qualify for registration as a charity.
You should be aware that if you need to change these statements later to qualify for registration as a charity, changes to the approved articles can only be made by amendment. There is a fee for amending articles under the NFP Act.
4. These articles must be signed by a director or an authorized officer of the corporation.
- Copy of the court order
- Form 4003 - Change of Registered Office Address, if applicable
- Form 4006 - Changes Regarding Directors, if applicable
- Nuans name search report, if applicable
Consult the filing fee for Form 4013 – Articles of Reorganization.
For information on a corporation's ongoing reporting obligations, consult corporate records and filing obligations
235 Queen Street
Ottawa, Ontario K1A 0H5
By e-mail: firstname.lastname@example.org
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