Corporations Canada, which oversees the creation and compliance of federal corporations, including not-for-profit corporations (NPC) incorporated under the Canada Not-for-Profit Corporations Act, announced that it will begin to administratively dissolve NPC that have not filed an annual return for 3 years. The administrative dissolution process is to start in July 2023.
Offending NPC will receive a Notice of Intent to Dissolve from Corporations Canada. They will have 120 days from the date of the Notice to file the required annual returns.
Dissolution can have serious repercussions, including not having the legal capacity to conduct activities and loss of control over property and bank accounts. If a NPC is a registered charity, dissolution could lead to the revocation of its registration as a charity.
Board of Directors for federal NPC should seek confirmation that annual returns have been filed from the corporation's manager(s), including the provision of current contact information for the corporation to ensure all notices are received on a timely basis.
WHAT IS AN ANNUAL RETURN?
The Annual Return is a form that a NPC completes that provides information about the corporation that is made available to the public. Completing an annual return is mandatory; it is a statutory obligation set out in the Canada Not-for-Profit Corporations Act. The annual return allows Corporations Canada to keep the database of federal corporations up to date and accurate.
Every federal corporation is required to file an annual return each year within 60 days of its anniversary date.
An annual return is different from your corporate tax filing, i.e. T1044 Non-Profit Organization Information Return.
HOW TO FILE AN ANNUAL RETURN?
Annual Returns can be filed online through the Corporations Canada Online Filing Centre website. There is a $12.00 filing fee.
Federal NPC would be wise to sign up for reminders from Corporations Canada to file its annual return to avoid the risk of being administratively dissolved.
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