Canada Not-for-Profit Corporations Act Proclaimed in Force

October 18, 2011

The first significant change to the current federal non-share corporation legislation in nearly a century, the new Canada Not-for-Profit Corporations Act (the “New Act”) was proclaimed in force on October 17, 2011, replacing the existing Canada Corporations Act (the “CCA”).  The New Act does not impact provincially incorporated organizations.

Those federal organizations who are incorporated under the existing CCA will have three years from the in-force date to continue their corporations under the New Act.   Organizations that do not transition within the three year period may be dissolved.  If this New Act affects your organization, please contact us for assistance in making this transition.

Most health care organizations are provincially incorporated and therefore will not be affected by the new federal legislation.  In Ontario, the province of has also passed new not-for-profit legislation.  The new Ontario Not-for-Profit Corporations Act, 2010 received Royal Assent on October 25, 2010 and once in force, this Act will govern non-share capital corporations that are currently governed by the Corporations Act (Ontario).  An effective date for the Ontario legislation has not yet been set, but we anticipate that it will come into force in late 2012.

We will continue to update you with respect to these legislative changes as information becomes available.  In the meantime, we invite you to visit Miller Thomson’s Healthportal for more information on the new Ontario legislation.  By following the “Coffee Talk” link you will find a copy of our presentation “Governance Changes on the Horizon – the New Ontario Not-for-Profit Corporations Act” as well as a link to an audio podcast of the same.

Please contact us at any time if you have questions on the new legislation and how it may impact your organization.

Joshua Liswood and Karima Kanani are Partners in our Health Industry Group.

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