Articles & Cases

Canada Not-for-profit Corporations Act (NFPC) - Bill C-62, An Act respecting not-for-profit corporations and certain other corporations

June 18, 2008

It looks like Industry Canada will be making a second attempt to pass a new federal non-profits act to replace the Canada Corporations Act. It will be called the Canada Not-for-profit Corporations Act (NFPC).


Here is a copy of the bill:

http://www2.parl.gc.ca/HousePublications/Publication.aspx?DocId=3575844&Language=e&Mode=1

Here is a copy of the draft regulations to the bill:
http://www.ic.gc.ca/epic/site/cd-dgc.nsf/vwapj/regulations_consultations_version.pdf/$FILE/regulations_consultations_version.pdf


Here is a copy of the Explanatory Notes:

http://www.ic.gc.ca/epic/site/cd-dgc.nsf/en/cs03833e.html


Here is the Notice from the Director:

June 13, 2008

Corporations Canada wishes to inform you that on June 13, 2008, Bill C-62, An Act respecting not-for-profit corporations and certain other corporations, was tabled in the House of Commons. The goal of the Bill is to repeal the Canada Corporations Act and replace it with a modern corporate governance regime for the corporations governed by its provisions. To this end, the Bill:

introduces a new Act for the federal incorporation of not-for-profit corporations; and
provides for the continuance of share corporations created by Special Acts of Parliament that are currently subject to Part IV of the Canada Corporations Act into the Canada Business Corporations Act (CBCA).
Copies of the Bill are available from the Parliament of Canada website at www.parl.gc.ca If you wish to comment on the Bill, please consult the Parliamentary website from time to time to determine the name of the Committee to which the Bill has been referred. You may wish to contact the Committee clerk directly should you want to appear before it.

Proposed regulations, including the service fees, associated with the Bill are also available for comment. If you would like a copy of the proposed regulations and a note explaining the nature of the regulations, please go to Corporations Canada's website (www.corporationscanada.ic.gc.ca) or contact Corporations Canada directly at 1-866-333-5556 to receive a copy by mail.

The provisions of the Bill set out that once the Bill and proposed regulations come into force, every not-for-profit corporation currently governed by Part II of the Canada Corporations Act will have three years to formally make the transition to the new Act before the Director will take steps to dissolve the corporation. Further information on how to make the transition will be made available if the bill comes into force.

In the event that the Bill receives Royal Assent, share corporations created by a Special Act of Parliament and subject to Part IV of the Canada Corporations Act will have six months from Royal Assent to formally continue into the CBCA. The Bill proposes that any such corporation that is not continued into the CBCA within that time period will be automatically dissolved.

If you have questions about the proposed regulations, please contact Coleen Kirby, Manager, Policy Section at 1-866-333-5556 or by e-mail at: kirby.coleen@ic.gc.ca

Richard G. Shaw
Director General




Mark Blumberg, is a lawyer at Blumberg Segal LLP in Toronto, Ontario. If you have legal questions about non-profit organizations or charities in Canada he can be contacted at mark@blumbergs.ca or at 416-361-1982 x. 237. To find out more about legal services that Blumbergs provides to Canadian charities and non-profits please visit the Blumbergs’ Non-Profit and Charities page at http://www.blumbergs.ca/non_profit.php or http://www.globalphilanthropy.ca