How to file a request to cancel a certificate and articles under the specific circumstances established by the Canada Not-for-Profit Corporations Act

Your cancellation request must include:

1. The corporate name and corporation number
2. Contact information, including an email address, of the person making the request
3. A statement regarding the cancellation
4. A statutory declaration
5. The filing fee

What must your statement include?

Your statement must:

1. Identify the certificate or articles to be cancelled and explain why they should be cancelled
   1. Identify the name of the certificate or articles to be cancelled and the effective date of the certificate.
   2. Describe the circumstances surrounding the request for cancellation and explain why you think it is necessary to cancel the certificate or articles
2. Explain why members or creditors will not be prejudiced
   1. Confirm whether or not the certificate or articles to be cancelled were used. A certificate or articles is deemed to have been used when the corporation conducted business with third parties using information contained in the certificate or articles. For example:
      • the name was used with a bank to obtain banking services
      • the corporation did conduct business with suppliers or an insurance company
      • a mortgage was entered in a provincial registry
      • transactions regarding debt obligations occurred.
   2. If the certificate was used, indicate:
      1. how and with whom the certificate was used and how the cancellation will impact those third parties. If third parties will not be impacted, explain why
      2. indicate whether or not debt obligations transactions occurred since the certificate was issued. If yes, explain the consequences of the cancellation for the debt obligations holders. If there are no consequences, explain why. The affected debt obligation holders must approve the request for cancellation through a resolution
      3. if the cancellation can affect the classes of members of the corporation, indicate the consequences for the members. If there are no consequences, indicate why. The affected members must approve the request for correction through a resolution
      4. whether cancellation of the certificate or articles could cause the corporate name to be cancelled. If so, explain how this will impact third parties

Your statement must be signed by a director or officer of the corporation or a professional representative, such as a lawyer, notary or accountant. The name of the signatory and their capacity must also be indicated in print.

What must the statutory declaration include?

The statutory declaration must state that:

1. Cancelling the certificate and articles will not prejudice creditors or members
2. If the certificate was not used, that the certificate was not used
3. If the certificate was used: that the certificate was used and that:
   1. Regarding debt obligation holder indicate that either i. or ii. applies:
      1. the cancellation would not have any consequences for debt obligations holder; or
      2. the cancellation may have consequences (include a description of the consequences) for debt obligations holders and the affected debt obligations holder approved the request for correction through a resolution.
   2. Relating to classes of members, that either i. or ii. applies:
      1. the cancellation would not have any consequences for members of the corporation; or
      2. the cancellation may have the following consequence for members (include a description of the consequences) and the affected members have approved the request for correction through a resolution
   3. Relating to the name of the corporation, that either i. or ii. applies:
      1. if cancellation will not result in the corporate name being cancelled, that cancellation of the certificate and articles will not cancel the corporate name; or
      2. if cancellation of the certificate and articles could result in the corporate name being cancelled, that: (include any that apply)
         1. the corporation did not sign a security contract or other such document using the corporate name that may be cancelled
         2. the corporate name that may be cancelled was not used on a document that was registered with a provincial property security regime
         3. if the name that may be cancelled was used with third parties, all affected third parties having done business with the corporation under the name that may be cancelled have agreed to the cancellation

Model Statutory Declaration

In the matter of an application for cancellation under the Canada Not-for-profit Corporations Act

(Name of the Applicant Corporation)

statutory declaration

I, the undersigned, do solemnly declare that:

1. I am the (indicate if the signatory is a director or an officer of the corporation or its professional representative) of (indicate the name of the corporation) and I have personal knowledge of the matters herein deposed to.
2. The cancellation of the certificate and articles will not prejudice creditors or members.
3. Choose between A or B
   1. The certificate was not used; or
   2. The certificate was used and that:
      1. Relating to the debt obligations holder, that either i. or ii. applies:
         1. the cancellation would not have any consequences for debt obligations holder; or
         2. the cancellation may have the following consequences (include a description of the consequences) for debt obligations holders and the affected debt obligations holder approved the request for correction through a resolution.
      2. Relating to classes of members, that either i. or ii. applies:
         1. the cancellation would not have any consequences for members of the corporation; or
         2. the cancellation may have the following consequence for members (include a description of the consequences) and the affected members have approved the request for correction through a resolution.
      3. Relating to the name of the corporation, that either i. or ii. applies:
         1. if cancellation will not result in the corporate name being cancelled, that cancellation of the certificate and articles will not cancel the corporate name; or
         2. if cancellation of the certificate and articles could result in the corporate name being cancelled, that: (include any that apply)
            1. the corporation did not sign a security contract or other such document using the corporate name that may be cancelled
            2. the corporate name that may be cancelled was not used on a document that was registered with a provincial property security regime
            3. if the name that may be cancelled was used with third parties, all affected third parties having conducted business with the corporation under the name that may be cancelled have agreed to the cancellation.

and I make this solemn declaration conscientiously believing it to be true, and knowing that it is of the same force and effect as if made under oath.

declared before me
at the City of
in the province of
on this day of , 20

(signature)

(print first and last name)
Commissioner for oaths

(signature)

(print first and last name)
Director or officer