When ordering corporate documents from Corporations Canada, it now appears that additional documents are available. It used to be listed only the documents from the Incorporation under the CNCA or continuance to the CNCA. Older documents under the Canada Corporations Act were not listed. Now the older documents under the old Canada Corporations Act are listed.
This is both a good and perhaps a challenging thing for some, as I will explain.
On the plus side, now, when you request documents online, you receive a longer list of documents that provides greater historical transparency for organizations because for example, it includes the letters patents and bylaws and annual filings going back prior to the CNCA and the continuance of the organization. That could be a plus for some users.
On the other hand, my concern is that many users, whether the corporation itself or others downloading the documents, may not understand that the Certificate of Continuance replaces the earlier letters patent and supplementary letters patent. Therefore, for example, if they want to know what the objects of the corporation are, they should not look at the letters patent or supplementary letters patent but rather the Articles of Continuance. Corporations Canada might want to consider a note to those requesting documents which discusses this issue to avoid this confusion.
We often have clients provide us with a copy of their governing documents, and sometimes they will send us their old Canada Corporations Act (CCA) letters patent. The client does not realize that the letters patent has been replaced by the CNCA Articles of Continuance, and it no longer governs their organization. So it is a pretty common problem.
I think that adding the extra historical documents, which, as I noted above, is advantageous in some respects, may worsen the confusion that some people have about which documents are still relevant and operational.
All of the aforementioned documents are available without charge, which is amazing in terms of transparency and service.
On a different matter, if you want copies of the financial statements of a CNCA corporation listed on their corporate profile report, they cannot automatically be downloaded and must be requested by email or mail. This is unfortunate. Instead of receiving the financial statements within a few minutes, it can take a week or two. Also, there is a cost of $5 per document. So for Hockey Canada, when I asked for eight financial statements, it cost $40. Those sorts of costs can really add up, and it is unfortunate the financial statements are not available for free.
On a separate matter unrelated to Corporations Canada, it is also unfortunate that large non-profits and charities don’t just put up five or more years full audited financial statements on their website. Instead, some play games, thinking that the public is too stupid or lazy to obtain the documents.
Corporations Canada charges for documents requested by email or mail but not for those delivered through the automatic system. Hopefully, the financial statements can be added to the automatic system and will be available without charge.
Also, a reminder that CNCA corporations that are “soliciting corporations” must file financial statements with Corporations Canada not less than 21 days before each annual meeting of members or as soon as possible after a written resolution is signed. It is free to file those financial statements with Corporations Canada. So don’t be a Hockey Canada; file your complete financial statements on time!
By Mark Blumberg, partner at Blumberg Segal LLP, Canadian Charity Law
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