Vol. 152, No. 1 — January 10, 2018
SOR/2017-283 December 19, 2017
CANADA CORPORATIONS ACT
P.C. 2017-1680 December 15, 2017
Her Excellency the Governor General in Council, on the recommendation of the Minister of Industry, pursuant to section 152 of the Canada Corporations Act (see footnote a), makes the annexed Regulations Repealing the Canada Corporations Regulations.
Regulations Repealing the Canada Corporations Regulations
1 The Canada Corporations Regulations (see footnote 1) are repealed.
Coming into Force
2 These Regulations come into force on December 30, 2017.
REGULATORY IMPACT ANALYSIS STATEMENT
(This statement is not part of the Regulations.)
Repeal the remaining provisions of the Canada Corporations Regulations as part of the final repeal of the Canada Corporations Act.
The Canada Not-for-profit Corporations Act (NFP Act), which came into force October 17, 2011, replaces the parts of the Canada Corporations Act (CCA) that are still in force. Corporations subject to Part II of the CCA (not-for-profit corporations) were required to transition to the NFP Act. To make the transition, each corporation needed to replace its letters patent, supplementary letters patent (if any) and by-laws with a Certificate of Continuance (to which the corporation’s articles are attached) and to create new by-laws that complied with the NFP Act.
As of October 17, 2014, the Director appointed under the NFP Act had the authority to dissolve corporations for not completing the transition. The dissolution process included sending every not-for-profit corporation slated for dissolution a final warning and giving them 120 days to complete the transition. Corporations were able to request more time.
During the transition period, the following efforts were made to make corporations aware of the requirement to transition:
- Corporations Canada launched a wide-scale communications campaign to contact and encourage all active not-for-profit corporations to transition. This included guidance material, phone blitzes, personalized mail outs, presentations, outreach to umbrella organizations and website and social media communications.
- Canada Revenue Agency’s Charities Directorate also made all possible attempts to contact and encourage the not-for-profit corporations that are registered charities to transition.
All corporations under the CCA have now completed the transition or have been dissolved. The repeal of the CCA will be done by bringing into force provisions in the NFP Act that were specifically included to repeal the remaining parts of the CCA. An Order-in-Council to bring the remaining provisions of the NFP Act into force will be sought at the same time as the repeal of the Regulations under the CCA. The objective is for the repeal of the statute and the repeal of the Regulations to be coordinated.
The objective of the Regulations is to repeal the Canada Corporations Regulations.
The repeal of the remaining provisions of the Canada Corporations Regulations is the first step to repeal of the Canada Corporations Act. As of October 11, 2017, no corporations are subject to the Canada Corporations Act.
The “One-for-One” Rule would apply to this proposal as the repeal of the regulatory title is considered an “OUT” under the Rule. There are no administrative costs or savings associated with this repeal as all corporations have now completed the transition to the Canada Not-for-profit Corporations Act or have been dissolved.
Small business lens
The small business lens does not apply to this proposal, as there are no costs on small business.
There has been no consultation on these Regulations because there are no corporations subject to the Canada Corporations Act, which is also being repealed. The objective is for the repeal of the statute and the repeal of the Regulations to be coordinated.
The period for corporations to transition from the Canada Corporations Act to the Canada Not-for-profit Corporations Act is over. No corporations are subject to the Canada Corporations Act. The corporations have either completed the transition or have been dissolved. The Canada Corporations Act is ready for repeal along with its Regulations.