We have written a number of articles about how Corporations Canada is in the process of dissolving about 10,000 Canada Not-for-profit Corporations Act (“CNCA”) corporations because they have not filed the last 3 years Annual Return.
Now, Corporations Canada has a program to send notices to “soliciting corporations” that they need to file financial statements for ALL years that they have been a soliciting corporation, or they could face dissolution. This is a very good initiative because, as we saw in the past, some groups like Hockey Canada and the Canadian Soccer Association, even though both soliciting corporations, did not file financial statements with Corporations Canada as required by law.
If you want to be a CNCA corporation with all the benefits and privileges of the CNCA, then you need to comply with the law.
The good news is that some non-profit corporations that are soliciting corporations have been filing their financial statements with Corporations Canada as required, and they are not affected by this initiative. Other groups who have not complied with this requirement can very quickly upload financial statements to Corporations Canada’s Online Filing Centre and avoid receiving a notice from Corporations Canada.
So, unless you want to explain to your board why you are receiving a notice from Corporations Canada reminding your organization that it could be dissolved, you should quickly upload the financial statements before such a notice is sent. I know that everyone is busy, but it is probably a good idea to take 10 or 20 minutes and just upload the PDFs.
If you are a staff or a board member of a CNCA corporation, I recommend you search your own organization on the Corporations Canada website to see if these filings have been done. It takes less than 2 minutes.
Here is a redacted version of the notice:
Corporate name: XXXXXXX Corporation number: XXXXXXX A review of the corporate information of the above-noted corporation indicates that it is not compliant with at least one filing requirement with Corporations Canada. Corporations Canada is the country’s federal corporate regulator and the administrator of the Canada Not-for-profit Corporations Act (NFP Act). This corporation is incorporated under the NFP Act and is therefore subject to its provisions. The compliance issue(s) described below require immediate action.
- The corporation has not filed its financial statements.
- This corporation has self-identified as a soliciting corporation on a recent annual return filing.
- Amongst other obligations, a soliciting corporation is required to file copies of its financial statements and reports of a public accountant every year with Corporations Canada.
Action required: The corporation can correct this situation by filing its financial statements and reports of a public accountant online with Corporations Canada immediately.
A not-for-profit corporation that is in default of sending any fee, notice or document required by the NFP Act for a period of one year could be dissolved. Dissolution terminates the existence of a corporation and can have serious legal repercussions, particularly if the corporation is a registered charity under the Income Tax Act.Simple, fast and secure. Make changes to the corporation’s information online.
A compliance officer will be contacting you by phone during normal business hours to answer any questions you might have.
Related information
Your reporting obligations under the Canada Not-for-profit Corporations Act (NFP Act)
Requirements for soliciting corporations under the Canada Not-for-profit Corporations Act (NFP Act)
The directors
Amending articlesA compliance officer will contact you by phone during regular business hours to answer any questions you may have.
XXXXXXX
Compliance Officer
Corporations Canada, Small Business, Tourism and Marketplace Services
Innovation, Science and Economic Development Canada / Government of Canada
compliance-conformite@ised-isde.gc.ca / Tel.: XXXXXXX