Canada Not-for-profit Corporations Act (NFP Act)
What is the Canada Not-for-profit Corporations Act (NFP Act)?
The Canada Not-for-profit Corporations Act (NFP Act) is the law that governs the internal affairs of federal not-for-profit corporations. When it came into force on October 17, 2011, it replaced the Canada Corporations Act (CCA Part II) that previously governed federal not-for-profit corporations.
Where can I find a copy of the NFP Act and its regulations?
The NFP Act and its regulations are on the Department of Justice website.
What is a Form 4022 – Annual Return?
An Annual Return is a form that a corporation must file, every year, within 60 days following its anniversary date. The form provides up-to-date information about the corporation which is then made available to the public through Corporations Canada's website. For further information, you may wish to consult the document Filing of Annual Returns.
What is the anniversary date of a corporation?
The anniversary date is the date the corporation was incorporated, amalgamated or continued under the NFP Act. It can be found on the corporation's Certificate of Incorporation, Amalgamation or Continuance or in our online database. For corporations that continue (i.e., make the transition) from the Canada Corporations Act (CCA Part II), the anniversary date is the date of continuance.
How does a corporation make changes to its board of directors?
Directors are elected at annual meetings by ordinary resolution of members. Directors can be removed by members by ordinary resolution at a special meeting. The corporation must report any changes regarding its board of directors by sending Form 4006 – Changes Regarding Directors to the Director of Corporations Canada by mail, fax or email (see Contact Us information for more details).
What must a corporation do to change its registered office address?
The directors may change a corporation's registered office address to a place within the province specified in its articles by sending Form 4003 – Change of Registered Office Address to Corporations Canada by mail, fax or email (see Contact Us information for details). Note that a change of registered office address only takes effect after it has been accepted by Corporations Canada.
If the registered office is being moved out of the province or territory shown in the corporation's articles, a special resolution of members is required to amend the articles. The corporation must then submit Form 4004 – Articles of Amendment to Corporations Canada, along with the prescribed fee of $200. Form 4004 may be filed by mail, fax or email (see Contact Us information for more details). For further information, consult the document Amending the Articles of a Not-for-profit Corporation.
How are amendments to the articles of a corporation made?
A special resolution of members is required to amend the articles of a corporation. The corporation must then submit Form 4004 – Articles of Amendment to Corporations Canada, along with the prescribed fee of $200. Form 4004 may be filed by mail, fax or email (see Contact Us information for details). For further information, consult the document Amending the Articles of a Not-for-profit Corporation.
Note that, if the amendment involves changing the corporation's name, a Nuans Name Search Report may be required.
When can a corporation apply for dissolution?
A corporation can apply for dissolution if it is not bankrupt or insolvent. You may wish to consult the document Dissolving a Not-for-profit Corporation to determine the specific steps to be taken depending on your circumstances.
What happens if my corporation, a registered charity, was dissolved for failure to make the transition into the NFP Act?
For registered charities, dissolution could lead to the revocation of their registration as a charity, which would result in the corporation having to pay revocation tax equal to 100% of the value of their remaining assets. For more information, see Operating a registered charity (Canada Revenue Agency).
My corporation is dissolved but we are still operating; what do I need to do?
If your corporation was created under the Canada Not-for-profit Corporations Act, you must file Form 4015 – Articles of Revival (see Not-for-profit corporations forms).
If your corporation was created under the Canada Corporations Act Part II and it was dissolved by Corporations Canada for failure to transition to the Canada Not-for-profit Corporations Act, you must file Form 4032 – Articles of Revival (transition). For more information, see Revival (transition) guide or contact us.
Is it necessary for members to approve the dissolution of a corporation?
Yes. Members must approve, by special resolution, the dissolution of a corporation. If however, the corporation does not have any members, the directors can approve the corporation's dissolution. For further information you may wish to consult the document Dissolving a Not-for-profit Corporation.
Is filing by-laws with Corporations Canada required under the NFP Act?
Yes. All by-laws, by-law amendments and repeals of by-laws must be filed with Corporations Canada within one year after the members have approved them. Corporations Canada does not review or approve by-laws but does make them available to the public. The By-law Builder and the Model By-laws may be helpful in creating by-laws.
How is a corporation determined to be a soliciting corporation?
If an examination of the corporation's sources of revenue, as presented in the annual financial statements, reveals that the corporation received more than $10,000 in income from public sources in a single financial year, it is a soliciting corporation. However, this soliciting corporation status does not take effect until the next annual meeting of members. If the corporation does not receive public funds in any of the next 3 years, it will cease to be a soliciting corporation as of the third annual meeting of members following the annual meeting at which it became a soliciting corporation. If the corporation were to receive more than $10,000 in public money in the next or a future financial year, the time period for being a soliciting corporation would begin again. For further information, consult the document Requirements for Soliciting Corporations.
How does a corporation inform Corporations Canada if it becomes a soliciting corporation or ceases to be a soliciting corporation?
Corporations report their soliciting status on Form 4022 – Annual Return.
What is meant by the "Statement of the purpose of the corporation" on Forms 4001, 4009, 4011 and 4032?
Clients are required to describe the main purpose of the corporation, or the activities it will carry on, in the prescribed areas of these forms. If the corporation intends to become a registered charity, you are strongly advised to consult the Canada Revenue Agency on the wording of the statement of purpose prior to incorporation, amalgamation, continuance or amendment. Any changes to the articles of a corporation after the Certificate of Incorporation is issued will require the filing of an amendment request and the associated fee of $200.
Does my corporation need a corporate seal?
A corporation under the NFP Act is not required to have a seal. However, if you wish to have a corporate seal, they are available from legal stationery stores or commercial suppliers.
How do I choose a name for my not-for-profit corporation?
Information on choosing a corporate name can be found in the Choosing a Name section.
Are name granting rules under the Canada Not-for-profit Corporations Act (NFP Act) similar to the rules under Part II of the Canada Corporations Act and the Canada Business Corporations Act (CBCA)?
Yes, the name granting rules are quite similar. Please consult the Name Granting Compendium for further information.
What is a Nuans Name Search Report?
A Nuans Name Search Report is a document issued following a search for business names and trade marks registered in Canada that sound or look similar to a proposed name. It is required, for example, when a corporation incorporates or changes its name in order to ensure that the proposed name does not already exist or is not confusingly similar to another corporation's name, business name or trade mark.
Where can I obtain a Nuans Name Search Report for my proposed corporate name?
You can order your own Nuans Name Search Report by visiting Nuans.com to access the Nuans Real-Time System (RTS). You can also obtain a Nuans Name Search Report by using the services of a search house, which is a private sector business that may be found in the telephone directory under 'Searches of Records'.
Does the NFP Act require a corporation to have terms such as Association or Foundation in its corporate name?
No. Terms such as Association or Foundation are optional for corporate names. However, corporations with a number name are required to include such a term.
What do I do if I want a number name for my corporation?
If you want a number name, enter 'Canada' in the corporate name section of the form you are filing, along with one of the following terms: Association, Center, Centre, Foundation, Fondation, Institut, Institute or Society (e.g. Canada Association). Leave enough space before 'Canada' for a seven digit number to be added. A Nuans Name Search Report is not required for a number name.
Can I subscribe to a mailing list to receive information from Corporations Canada?
If I subscribe to Corporations Canada's mailing list, will my email address be kept confidential?
Your email address will remain confidential. You can consult our Privacy Statement for further information.
If a corporation has not yet made the transition to the Canada Not-for-profit Corporations Act (NFP Act), can it still apply for Supplementary Letters Patent or for Ministerial approval of by-law amendments?
Yes. A corporation that has not yet made the transition to the NFP Act can continue to file applications for Supplementary Letters Patent or for Ministerial approval of by-law amendments under its governing legislation, the Canada Corporations Act (CCA Part II). However, once the corporation has moved under the jurisdiction of the Canada Not-for-profit Corporations Act it can no longer make applications under the Canada Corporations Act.
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