In force since October 17, 2011, the new Canada Not-for-Profit Corporations Act (“CNCA”) will have a significant impact on charitable and not-for-profit organizations incorporated under Part II of the Canada Corporations Act (“CCA”). Failure to apply for continuance under the CNCA by the deadline of October 17, 2014, will result in those corporations being dissolved. According to Industry Canada, the vast majority of the estimated 17,000 Part II CCA non-profit corporations still had not applied for continuance by June 2013. Given the serious consequences associated with dissolution as a corporation, it is essential that the remaining Part II CCA corporations take appropriate steps to continue under the CNCA as soon as possible. The continuance process will require the preparation of articles of continuance and a new by-law which complies with the CNCA. Drafting these documents and having them approved by the board and the members at meetings called for that purpose before filing with Industry Canada can take a number of months, subject to the governance process and polity of the organization. Given the complexities surrounding the new CNCA provisions, it is generally advisable to obtain assistance from a lawyer who is knowledgeable concerning the CNCA and experienced in charity and not-for profit law matters to ensure that the new governing documents are compliant. The following are some related resources.
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