Corporate Update 
April 2021 Charity & NFP Law Update
Published on April 29, 2021

By Theresa L.M. Man


Amending Regulations Proposed to Give Effect to Bill C-25 Provisions in CNCA
The Regulations Amending Certain Regulations Administered by the Department of Industry (“Amending Regulations”) were published in the Canada Gazette on March 27, 2021, and contain proposed amendments to the Canada Not-for-profit Corporations Regulations (“CNCR”) among others. By way of background, Bill C-25, An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profits Corporations Act and the Competition Act (“Bill C-25”) received Royal Assent on May 1, 2018, and introduced various amendments to the Canada Not-for-profit Corporations Act (and other acts), as discussed in the May 2018 Charity & NFP Law Update. The Amending Regulations have been proposed in order to enable certain provisions introduced through Bill C-25 to become operational. These provisions include amendments to the CNCR concerning the time periods for which the Director must keep and produce certain corporate documents, as well as technical regulatory amendments to the CNCR, such as fixing time periods, changes to the name granting rules, and fixing typographical errors. If approved, the Amending Regulations would come into force on July 1, 2021 at the earliest.

Corporations Canada Introduces New Refund Policy
Corporations Canada has stated that it now refunds fees charged for services delivered to federal not-for-profit corporations in accordance with Innovation, Science and Economic Development Canada's new Remission Policy, in an announcement released on April 1, 2021. Refunds will be issued for services costing $200 or more when Corporations Canada has failed to respond within its service standard period plus a grace period. The service standard period varies, based on the service provided and the method of delivery (i.e. online or non-online). Where a corporation is eligible for a refund, Corporations Canada will provide a reimbursement, using the original method of payment, of 50% of the service cost. For non-online services, corporations will be contacted for account information in order for the refund to be processed.

Ontario Extends Relief for Members’ and Directors’ Electronic Meetings to End of 2021
As reported in the October 2020 Charity & NFP Law Update, the Ontario government provided temporary relief to Corporations Act (“OCA”) and Co-operative Corporations Act (“CCA”) corporations in relation to holding electronic meetings of directors and members in response to the COVID-19 pandemic. In this regard, the OCA and CCA were amended on May 12, 2020, relaxing the rules in the statutes to permit electronic meetings of directors and members to be held during the “temporary suspension period”, regardless of contrary provisions in a corporation’s constating documents. While the temporary suspension period was already extended to May 31, 2021, the Ontario government has again further extend the temporary suspension period under the OCA and CCA, effective until December 31, 2021, through the filing of O Reg 544/20, Extension of Temporary Suspension Period and O Reg 543/20 Extension of Temporary Suspension Period, respectively. However, the timelines for annual general meetings is not extended.

Ontario Bill 276 Proposes Amendments, Including Temporary Relief, to ONCA
Ontario’s Bill 276, Supporting Recovery and Competitiveness Act, 2021 proposes similar relief for electronic meetings under the Ontario Not-for-Profit Corporations Act (“ONCA”). Bill 276, was introduced on April 15, 2021, and has been referred to the Standing Committee on General Government on April 26, 2021. Bill 276 proposes amendments to the OCA and ONCA in anticipation of the proclamation of the ONCA before the end of 2021. This includes amendments to permit corporations to hold electronic meetings during the temporary suspension period until December 31, 2021, regardless of contrary provisions in a corporation’s constating documents. 
While not pertaining to the temporary suspension period, the Bill also makes various ‘housekeeping’ amendments to give effect to the removal of class voting and non-voting members’ rights as a result of Motion 89, as discussed in the September 2020 Charity & NFP Law Update.


Read the April 2021 Charity & NFP Law Update