This document will help you to obtain a Certificate of Compliance or a Certificate of Existence for a corporation governed by the Canada Not-for-profit Corporations Act (NFP Act).
Table of Contents
What is a Certificate of Compliance or a Certificate of Existence?
Certificate of Compliance
A Certificate of Compliance is issued by Corporations Canada to show that a corporation:
- exists under the NFP Act, i.e. the corporation has not been dissolved, amalgamated into another corporation or discontinued so that it is governed by a different legislation;
- has filed the required annual returns with Corporations Canada; and
- has paid all required fees.
Certificate of Existence
A Certificate of Existence shows that a corporation exists as of a specified date. In other words, the certificate states that on the specified date, the corporation was not dissolved, amalgamated into another corporation or discontinued. Corporations Canada can also issue a Certificate of Existence for a specific time period if the corporation was not dissolved, discontinued or amalgamated at any point during that period.
A Certificate of Existence does not certify that a corporation has sent all the required documents to Corporations Canada nor that it has paid all required fees.
If the corporation does not meet the requirements for issuing the certificate, Corporations Canada will give the applicant a notice indicating the reasons.
Who can obtain a Certificate of Compliance or a Certificate of Existence for a not-for-profit corporation?
Any person can request a Certificate of Compliance or a Certificate of Existence for a not-for-profit corporation.
How do I make a request for a Certificate of Compliance or a Certificate of Existence?
You must send a written request to Corporations Canada stating:
- the type of
certificate you are requesting and, in the case of a Certificate of Existence, the requested date or time period;
- the corporate name of the corporation for which the certificate is being requested;
- the name and telephone number of a contact person;
- the e-mail address, the postal address or fax number to which Corporations Canada should send the certificate; and
- the fee .
Can the Certificate of Compliance be dated as of the day I make the request?
No. The Certificate of Compliance will be dated as of the day Corporations Canada issues the certificate.
The issuance date may not be the date on which the request is received. Corporations Canada processes requests for Certificate of Compliance within 24 hours of receiving them. It is not possible to request a certificate to be dated before the date of its issuance.
If the corporate name has been amended, what will be the corporate name shown on the Certificate of Existence?
If the corporate name has been amended, the Certificate of Existence will show the current corporate name even though it may have existed under a different name during part of the specific time period covered by the Certificate of Existence.
Can a Certificate of Compliance or a Certificate of Existence be obtained for a period when a corporation was governed by the Canada Corporations Act (CCA)?
Corporations Canada cannot issue a Certificate of Compliance or a Certificate of Existence under the NFP Act for a time period when a corporation was governed by the CCA. However, on request, Corporations Canada can issue a Letter of Existence that certifies the corporation existed under the CCA at a specific date or for a specific time period. There is no fee for a Letter of Existence.