OLD ACT TO NEW ACT: TRANSITION GUIDANCE FOR FEDERAL NOT-FOR-PROFIT CORPORATIONS
by C. Yvonne Chenier
All organizations that are incorporated under Part II of the Canada Corporations Act ("old Act)" should now be asking questions such as when do I have to continue under the Canada Not-For-Profit Corporations Act ("new Act") and what considerations do I have to think of before I take steps. The Charities Directorate makes it very clear that any such corporation that is a registered charity should definitely make the transition before the October 17th, 2014 deadline or they could find themselves dissolved and potentially having to pay revocation tax equal to 100% of the value of their remaining assets!
Charities that were incorporated under the old Act who have been contemplating their transition to the new Act will be pleased to know that the Charities Directorate has published a resource to help them with their procedures (http://www.cra-arc.gc.ca/chrts-gvng/chrts/prtng/nfpc/menu-eng.html). The Charities Directorate provides information on topics from how to complete the continuation forms to what documents need to be filed with the Charities Directorate, and contains a handy checklist to follow. Answers are given to what is anticipated will be common questions posed by charities. The Directorate even answers beforehand what happens if a charity fails to complete the procedures by the deadline i.e. "If a charity fails to provide documentation that it is a legal entity within 90 days, we will begin revocation procedures".
A link is provided to the specific information published by Industry Canada. Industry Canada has published a downloadable transition guide http://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/h_cs04954.html. There are basically five steps that should be taken by federal not-for-profit corporations who are charities. These five steps indicate and give reason why it will take time to complete the transition process for charities who will be continuing under the new Act. What each step involves and how much time it will take to do each step is up to each individual charity. The steps listed on the transition guide are as follows:
Step 1: Review your letters patent and bylaws
Step 2: Prepare articles
Step 3: Create bylaws
Step 4: Get members approval
Step 5: Submit the required documents.
More will be written on each of these steps but upon reviewing these steps and the advisory contained by the Charities Directorate one can quickly see that this process will not be done overnight. Consider this another reminder for all charities to seek advice early on in the process so they are not finding themselves in the position, as the Charities Directorate warns, where they could be facing dissolution and paying that dreaded revocation tax.