September 21, 2017
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Miller Thomson LLP can help charity and not-for-profit corporations maintain good corporate governance. Below is a list of basic requirements for federal and Ontario non-share capital corporations under the Canada Not-for-profit Corporations Act and the Corporations Act (Ontario). Although this list is a good starting point to check compliance, it is not meant to be exhaustive.
Letters Patent or Articles
- Are the corporation’s purposes/objects in its articles, letters patent, supplementary letter patent or other incorporating document broad enough for its activities?
By-Laws
- Is the corporation following the rules for governing the corporation set out in its by-laws?
- Do the corporation’s by-laws comply with the relevant federal or provincial statute?
Directors, Members and Officers
- Who are the Directors, Members and Officers of the corporation? A complete list of Directors, Members and Officers must be maintained in the corporation’s minute book. This list must include their first and last names, addresses and election and resignation dates.
- Has the corporation passed the necessary resolution to change the fixed number of Directors?
- Has the corporation admitted members in accordance with its by-laws?
- What are the terms for the Directors? Is it time to re-elect Directors?
- Has the corporation updated the applicable government agencies with changes to the Directors?
- Federal corporations are required to file a Form 4006 – Changes Regarding Directors with Corporations Canada within 15 days of the change.
- Ontario corporations are required to file a Form 1 – Notice of Change by an Ontario Corporation with the Ministry of Government and Consumer Services within 15 days of the change.
Directors’ and Members’ Meetings
- Directors and Members are required to meet at least once each year, within six months of the corporation’s financial year end, to conduct the corporation’s annual meeting for the last completed financial year.
- At a minimum, Members:
- receive the financial statements;
- elect Directors of the corporation; and
- appoint a Public Accountant (for federal corporations) or Auditor (for Ontario corporations) for the ensuing year.
- Usually the Directors elect or appoint Officers of the corporation.
- The minutes of each Directors’ and Members’ meetings must be maintained in the corporation’s minute book.
Corporate Maintenance
- Annual (Corporate) Return
- Ontario corporations are required to file an Ontario Annual Return within six months of their financial year end. This can be done directly or as part of the T3010 return.
- Federal corporations are required to file an Annual Return within 60 days of the anniversary of their incorporation.
- Change of registered office needs to be reported using Form 1 – Notice of Change by an Ontario Corporation or, for federal corporations, using Form 4003 – Change of Registered Office Address.
- Federal corporations must file their by-laws with Corporations Canada within 12 months of confirmation by the members.
- Federal soliciting corporations must file their financial statements with Corporations Canada not less than 21 days before each annual meeting of members or as soon as possible after a written resolution is signed.
Charitable Status
- Charity Information Return – Registered charities are required to file a T3010 Registered Charity Information Return with the Canada Revenue Agency (“CRA”) within six months of their financial year end.
- Reporting to the CRA – Registered charities are required to inform the CRA of any changes to their charter documents and by-laws.
- Ontario registered charities are required to keep the Office of the Public Guardian and Trustee up-to-date with respect to basic corporate information, including the head office address, addresses of any other locations where the corporation carries on operations and any alternate names under which the corporation operates.
It is important to ensure your corporation stays up-to-date with these requirements. A failure to do so could potentially result in serious consequences. The Social Impact lawyers at Miller Thomson LLP can assist corporations to review and comply with corporate governance requirements.
