Corporations without share capital that were incorporated by a Special Act of Parliament are subject to the provisions of Part 19 of the new Canada Not-for-profit Corporations Act (NFP Act) even though they are not incorporated under the NFP Act.
This document is not intended to replace legal advice. While it explains the provisions of Part 19 of the Canada Not-for-profit Corporations Act, Corporations Canada cannot advise you on whether you are subject to Part 19 of the Act or on the interpretation of the Act. Accordingly, you may wish to consult legal counsel or other professional advisors for additional information.
To whom does part 19 apply?
Part 19 of the NFP Act applies to a corporation created by a Special Act of Parliament that does not have share capital (i.e. it is a not-for-profit corporation).
Part 19 of the NFP Act
One of the changes introduced by Part 19 is that a Special Act corporation has all the powers of a natural person. This means that the law treats the corporation for some purposes as if it were a person distinct from its members or owners.
The other provisions of Part 19 require a Special Act corporation to hold annual meetings and to file annual returns with Corporations Canada. Part 19 allows a Special Act corporation to:
- continue into the NFP Act so that it is no longer governed by the Special Act (i.e., it becomes a NFP Act corporation);
- change its corporate name without amending its governing Special Act; and
- voluntarily liquidate and dissolve.
Annual meetings of members
Meetings of members are to be held annually. The annual meeting must be scheduled no later than 15 months after the last preceding annual meeting, but no later than six months after the end of the corporation's preceding financial year.
Annual Returns must be filed with Corporations Canada between March 31st and June 1st each year. Please note that this is not your income tax return; it is your corporate Annual Return (Form 4033 - Annual Return – Special Act of Parliament). The Annual Return updates information on the Special Act corporation, such as its registered office address and the members of the board of directors.
The fee for filing an Annual Return is $40.
Continuing into the NFP Act
A corporation without share capital that was created by a Special Act of Parliament can choose to continue (or "re-incorporate") into the NFP Act and become a NFP Act corporation. Once continued, it will no longer be governed by its Special Act. The advantage of being a NFP Act corporation is that changes can be effected more easily since there are specific rules for amending a corporation's articles and by-laws and for effecting fundamental changes. In comparison, as a Special Act corporation, amending legislation would need to be passed by Parliament to amend any provisions of the corporation's special Act.
Information about continuing into the NFP Act is available from Corporations Canada.
Your corporate name
A corporation may wish to change its name. Part 19 of the NFP Act allows Corporations Canada to issue a Certificate of Change of Name to a Special Act corporation, without the need for legislation to amend the Special Act. The members of the corporation must approve the change of name before such a request can be sent to Corporations Canada. The new name must meet the name requirements under the NFP Act (e.g., a Nuans Name Search Report for the proposed name is required).
Adding the French or English version of the existing corporate name can also be effected with a Certificate of Change of Name.
Liquidating and dissolving
The members of a Special Act corporation can choose to voluntarily liquidate and dissolve the corporation. Dissolution is the legal termination of a corporation or, in other words, the act of ending the existence of a corporation.
To voluntarily dissolve a corporation, the rules in the NFP Act must be followed to obtain a Certificate of Dissolution. The corporation is dissolved as of the effective date of the Certificate of Dissolution.
For more information on how to liquidate and dissolve a corporation, consult the Corporations Canada publication called Dissolving a Not-for-profit Corporation.