Any lawyers working with not-for-profit corporations should note that, in July 2023, Corporations Canada will begin administrative dissolutions of not-for-profit (NFP) corporations that have not filed an annual return for three years. This policy could impact any dilatory NFP governed under the Canada Not-for-profit Corporations Act.

Corporations Canada have indicated they will send a Notice of Intent to Dissolve to any NFPs in default. These NFPs will have 120 days from the date of the Notice to file the required annual return. A Certificate of Dissolution will be issued to any NFPs that fail to make such filings within the given period.

If you have NFP clients, it’s a good idea to take steps now to ensure their annual reports have been filed. The Corporations Canada search tool can be used to verify whether a given NFP corporation is up to date with its annual filings, and whether related registration information is correct. Outstanding annual returns can be filed online with Corporations Canada.

Remember, a dissolved corporation can no longer conduct activities, may lose registration as a charity, and may be subject to additional undesirable consequences.

Categories: Corporate Law