The CRA Charities Directorate has useful information on its website for charities that are incorporated pursuant to the Canada Corporations Act that will be required to continue under the Canada Not-for-Profit Corporations Act (the “CNCA”). The CNCA was proclaimed into force on October 17, 2011 and requires corporations incorporated under the Canada Corporations Act (among others) to continue under the CNCA within three years of this date.
Registered charities that have completed their continuance under the CNCA are required to file the following documents with the Charities Directorate:
- a copy of the Certificate of Continuance;
- a copy of Form 4031, Articles of Continuance (transition);
- a list of current directors (if amended);
- a copy of the current By-laws (if amended); and
- a statement of current activities (if the purposes have changed and have not been previously reviewed by the Charities Directorate).
Charities continuing under the CNCA must also complete and attach the Charities Directorate’s “continuance (transition) checklist”. This checklist confirms that all required documents have been included.
The Charities Directorate also provides a helpful “questions and answers” page concerning the transition process into the CNCA.
CRA notes that corporations that fail to file their Articles of Continuance by October 1, 2014 will be dissolved as corporations. CRA advises that charities that have had their corporate status dissolved will receive a letter from CRA warning that their registered status is in jeopardy. To avoid being revoked, charities will have 90 days from the date of receiving the warning letter to provide CRA with proof of its status as a legal entity. This could include a Certificate of Revival from Corporations Canada.
Charities incorporated federally should start to think about the continuance process as soon as possible. The Miller Thomson Charities and Not-for-Profit Group has begun to work with its clients on this process and will be pleased to help any charities or not-for-profit organizations looking for assistance with this process.