compliant with laws and regulations and that the name is not used by another enterprise in Québec, you can use the Produire une demande de réservation de nom onlineservice to file a name reservation. Example: Canada Center, to help Corporations Canada make a decision regarding the proposed new name, include with your application a completed. For more information, see Definition and Rules Applicable to the Name of an Enterprise. To continue a body corporate into the cbca, you must file an application (see. What is the continuance of a legal person constituted under a law other than a law of Québec? For two or more classes or groups of members, the name of each class or group and the voting rights associated with each must be set out. Corporations Canada will use the Nuans Name Search Report to determine whether the name is distinctive and otherwise meets the requirements of the NFP Act. Every corporation must have at least one director, except a soliciting corporation (i.e., one that receives public donations and/or government grants in excess of 10,000 in a single financial year). While there is no limit to the provisions that could be part of this section of the articles, the following illustrates suggested wording for some possible topics. If the corporation does not wish to have a corporate name in the second official language, leave this item blank. How to continue the existence of a legal person as a corporation governed by the Business Corporations Act To continue the existence of a legal person as a corporation governed by the Business Corporations Act, the Registraire des entreprises offers, based on whether you are. The example below illustrates articles for a corporation with two classes of members, Class A and Class B, with only Class A having voting rights. However, your corporation can restrict this power by including a provision in the articles or by-laws or in any unanimous members' agreement. The certificate of discontinuance shows the same date as the date shown on the certificate of continuance issued by Corporations Canada. In general, a corporate name is distinctive if it does not make those who encounter it think of another organization or business. To obtain a number name, leave a blank space in item 1a (in which Corporations Canada will insert an assigned number) followed by the word Canada and one of the following prescribed terms: Association, Center, Centre, Fondation, Foundation, Institut, Institute or Society. A legal person not registered in the enterprise register that wishes to continue its existence under the BCA must file one of the following documents: the articles of continuance as a corporation governed by the. Business Corporations Act of a legal person constituted under a law other than a law of Québec with the notice establishing the address of the head office and list of directors; or the articles of continuance as a corporation governed by the. Client services staff can help you understand, in particular, the process for continuing an enterprise and the application of the rules of law in general. On its receipt, the organization should issue a certificate of discontinuance (or an equivalent document). Non-profit clause for registered charities CRA requires charities to operate on a non-profit basis and recommends that a corporation that intends to become a registered charity should include a statement in its articles that the corporation will be operated on a non-profit basis, although such. The following federal legislation administered by the Office of the Superintendent of the Financial Institutions Corporations Canada allow continuance (import) into cbca: Bank Act Cooperative Credit Associations Act Insurance Companies Act Trust and Loan Companies Act. If you have received prior approval of the name, attach a copy of the letter from Corporations Canada approving the name along with the copy of the Nuans name search report. The following wording can be used in the articles to allow directors to appoint additional directors: "The directors may appoint one or more directors, who shall hold office for a term expiring not later than the close of the next annual general meeting of members. Registered charities and soliciting corporations must provide that any property remaining upon liquidation be distributed to one or more qualified donees, within the meaning of the Income Tax Act. A soliciting corporation must have no fewer than three directors, at least two of whom are not officers or employees of the corporation or its affiliates. A company governed by Part IA of the. To apply for the continuance of its existence under the BCA, the legal person must submit the following documents: the articles of continuance as a corporation governed by the. Note that if only one class is set out in the articles, that class automatically how has the right to vote, whether or not it is specified in the articles. Documents that must be filed to continue (import) a body corporate into the Canada Business Corporations Act. This statement is required only when the organization (for example, a registrar) who administers the exporting legislation does not make it a practice to issue a document indicating approval of the continuance. How to file an application under the Canada Business Corporations Act ). Set out any restrictions on activities that the corporation may carry. A corporation must have at least one class or group of members, in which case, all members are voting members.
The articles can be in English or French. Select Services permettant la mise à jour des informations contenues au registre and choose the articles of confederation article 2 summary appropriate service. Statement of the purpose of the corporation. When the exporting legislation has been preapproved. In order to effect any ordinary andor special resolution passed at a meeting of members. Without interruption, preapproved legislation, once registered, the existence of a legal person constituted pursuant to a given law under the provisions of another assigning your participants table law. Continuance refers to the act of continuing. Determine the compliance of the proposed name and ensure adherence to the formalities stipulated in the law. A provincial registrar that administers the legislation currently governing the body corporate an excerpt of the relevant.
However a French version if offered as a courtesy: Articles of Continuance /fr.Directors;.5 (5) - Class or group voting by members on amendments to articles.If an extra-provincial or federal corporation wants to become a Manitoba corporation, it must file, articles,.
The following wording could be used. The articles of continuance as a corporation governed by the. The Class A members continuance shall be entitled to receive notice of and to attend all meetings of the members of the Corporation and each Class A member shall have. The corporation is authorized to establish Class A members and Class B members as follows. Example" you must include a valid Nuans Name Search Report unless you would continuance like a number name for example. See, if the corporate name is a combined English and French version 123456 Canada Foundation, the process results in the corporation being exported out of one legislation and being imported into another. Form 4011, remuneration of directors clause for registered charities CRA does not permit the remuneration of directors merely for acting as directors and recommends that a corporation that intends to become a registered charity should include a statement in its articles that directors may not. The NFP Act requires members to vote separately as a class or group in cases where the consequences of the amendment would affect the class or group.