COVID-19 Update — To assist in our community’s collective effort to combat COVID-19, our physical offices are operating on a restricted basis. Although we are limiting attendance at our office by both firm members and clients, we remain otherwise fully operational and look forward to continuing to provide the highest level of legal services to our clients. Read our full response notice here.

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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Suite 1700
Toronto, ON M4V 1L5
Canada

Phone: (416) 863-0125

Fax: (416) 863-3997

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