Corporate Update
Aug 2021 Charity & NFP Law Update
Published on August 26, 2021

By Theresa L.M. Man

   
 

Import and Export under CNCA Now Easier In Alberta, BC & New Brunswick

The Canada Not-for-profit Corporations Act (“CNCA”) permits provincial non-share corporations to continue under and be governed by the CNCA (“import”) and CNCA corporations to continue under and be governed by provincial/territorial non-profit statutes (“export”). To make it easier for the import and export process, the CNCA has pre-approved certain provincial/territorial non-profit acts to allow for a streamlined process.

On July 7, 2021, Corporations Canada updated its Policy on continuance (import) of a body corporate into the Canada Not-for-profit Corporations Act to add the Alberta’s Societies Act and the New Brunswick Companies Act to the previous list of pre-approved provincial legislation (Ontario Corporations Act, Manitoba The Corporations Act, Newfoundland & Labrador Corporations Act, and Saskatchewan The Non-profit Corporations Act) for continuance from those acts to the CNCA.

On the same date, Corporations Canada updated its policy Continuance (export) – Legislation pre-approved by Corporations Canada under the Canada Not-for-profit Corporations Act to add the B.C. Societies Act and the New Brunswick Companies Act to the previous list of pre-approved provincial legislation (Alberta Societies Act, Manitoba The Corporations Act, Saskatchewan The Non-profit Corporations Act, and Newfoundland and Labrador Corporations Act) that CNCA corporations can be exported to.

By pre-approving provincial legislation, corporations that apply for continuance to export to, or import from, those jurisdictions, can take advantage of a simplified procedure as part of Corporations Canada’s policies. Applicants for import from pre-approved provincial legislation no longer require an excerpt of relevant provisions of their incorporation legislation to show that the continuance is permitted. They also do not require a signed legal opinion by a lawyer practicing in their incorporating jurisdiction. For CNCA corporations applying to export to provincial jurisdictions with pre-approved legislation, they no longer require extracts of relevant statutory provisions, signed legal opinions, or statements of a director or authorized officer of the corporation in their applications.

Yukon Societies Act Comes Into Force

The Yukon now has replaced its former Societies Act with new legislation of the same name governing not-for-profits. After receiving Royal Assent in 2018, the new Societies Act, SY 2018, c 15, was proclaimed into force on April 1, 2021 (the “New Act”). The New Act repealed and replaced the previous Societies Act, RSY 2002, c 206, upon proclamation. As of April 1, 2021, all societies will operate under the New Act. As reported in the February 2019 Charity & NFP Law Update, the New Act resulted from efforts of the Government of Yukon to modernize legislation in order to better serve the needs societies and the public, and it aims to clarify the framework for societies and the processes regarding their creation, governance and operation.

All pre-existing societies under the repealed old Societies Act are required to transition to the New Act within two years of the New Act coming into force, i.e., by March 31, 2023. However, prior to transition, societies are required to continue to file under the old Act. To transition to the New Act, pre-existing societies must submit a transition application, and must complete the fiscal year reporting for the transition year under the old Act. As such, societies should (i) consider what needs to be done before submitting the transition application and completing the transitional fiscal year reporting period; and (ii) determine whether it would be better to transition as close as possible to the end of the society’s current reporting period (fiscal year) for a smooth transition regarding new reporting requirements.

The transition process is explained in greater detail on the Government of Yukon’s website, but generally requires societies to (i) ensure all their annual report filings are current; (ii) refile their constitution (under the existing name and with the existing purposes of the society); (iii) submit new by-laws that comply with the New Act (whether the model by-laws or their own) that have been approved by special resolution of members that follow the new statutory requirements; (iv) have directors’ information and the registered office address as currently in the registry; and (v) have information required by the application for transition form.  

   
 

Read the August 2021 Charity & NFP Law Update