Corporations governed by the Canada Corporations Act have until October 17, 2014 to continue under the Canada Not-for-profit Corporations Act ("CNCA"). Since the CNCA came into force on October 17, 2011, lawyers have recommended a process for transition that involves reviewing and updating the key provisions of the governing documents, such as the letters patent, the by-laws and related documents.
As time runs short, organizations may want to consider working on the continuance forms themselves and delaying the updating of other documents. The continuance forms are not difficult to complete and do not take long to process. Often, the most difficult part of the continuance process is the revision of the by-laws and the related corporate organizational matters, some of which are addressed below. As a result, corporations dealing with a last minute continuance may choose to file the transition documents and deal with by-law changes later. Similarly, charities wishing to amend their purposes may do so post-continuance.
Keep in mind that while members' approval is required for the continuance if changes are being made to the charter documents or if by-laws are being updated simultaneously, the CNCA provides that the directors may pass a resolution to apply for continuance without a member resolution as long as no changes are being made to the articles other than those required to conform to the CNCA. We expect that this possibility may become popular for last minute continuances.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
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