The Legislative Assembly of Alberta recently passed Bill 12, the Statutes Amendment Act, 2014, into law on May 14, 2014. Among other things, Bill 12 amends the Societies Act to permit non-profit corporations incorporated under corporate statutes outside Alberta to continue as societies under the Alberta legislation. Prior to this amendment, the Societies Act was silent on the ability of a corporation in another jurisdiction – for example, a corporation incorporated under the Canada Not-for-Profit Corporations Act (CNCA) – to transition from that legislation into Alberta. The amendments to the Societies Act also permit continuance out of the Societies Act into another jurisdiction.
In order to continue into the Societies Act, the continuance must be authorized by the laws of the jurisdiction from which the corporation is being exported, and the corporation must meet the requirements for incorporation under the Societies Act. There are also certain procedural requirements related to the continuance.
There are numerous non-profit corporations operating in Alberta that are incorporated federally and which are, or will be, governed by the CNCA. Some such corporations may wish to transition under the Societies Act, which generally provides for greater governance flexibility than does the CNCA. Miller Thomson’s Charities and Not-for-Profit lawyers can assist in advising on the pros and cons of such a transition, as well as in implementing the continuance.