Federal charities and not-for-profit corporations which have transitioned to the new Canada Not-for-profit Corporations Act must file all new bylaws, any changes to by-laws and any repeal of by-laws with Corporations Canada within 12 months of obtaining approval from the members.
As a part of the transition process, most corporations have updated their by-laws and the updated by-laws need to be submitted to Corporations Canada. This can be done by mail, fax or email. There is no fee for doing so.
Corporations Canada no longer reviews a corporation’s bylaw but it does make the by-law available to the public.
Any not-for-profit corporation that defaults for a period of one year in sending the by-law could be dissolved. Dissolution terminates the existence of a corporation and can have serious legal implications, particularly if the corporation is a registered charity.
Other reporting obligations of Federal not-for-profit corporations include:
1. File a Corporate Annual Return
2. File Any Change of Registered Office Address
3. Report Changes Regarding Directors
4. File Financial Statements and Public Accountant’s Report – applies only to “soliciting” not-for-profit corporations, which are generally those that receive public donations and/or government grants in excess of $10,000 in a single financial year.
5. Update Articles – before any changes in the Articles of a corporation (like the name, the province within which it is situated, the classes of members) are effective, Articles of Amendment must be filed with Corporations Canada.
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