What is a “Certificate of Continuance” or “Articles of Continuance”?
My understanding is that the “Certificate of Continuance” is like a “Certificate of Incorporation”. It’s just proof that the organization is incorporated (for whoever needs and accepts such proof). For corporations incorporated under the older Canada Corporations Act, a “Certificate of Continuance” and “Articles of Continuance (transition)” were issued as part of that Act‘s transition to the current Canada Not-for-profit Corporations Act. When that new Act came into force, organizations incorporated under the old Act were not grandfathered and instead had to revise their bylaws as per the new Act (which was extensive) and apply for corporation continuance.
The “Articles of Continuance (transition)”, which accompanied the “Certificate of Continuance” (often in the same PDF), are the same as any “Articles of Incorporation”. That’s equivalent to a Constitution. And in the case of the Canada Not-for-profit Corporations Act, that’s a form that ensures that a corporation at the least has some required constitutional items specified – such as a name and purpose. All other constitution-like or bylaw-like rules, other than what’s in that constitutional form, are suggested to be in the corporation’s bylaws.
The “purpose of the Corporation” (Article 6 of the form, which may be in parts such as (a), (b), (c), etc.) do not enact any of those things anywhere else, and would not cause the corporation to cease to be an incorporated organization if deregistered under some other Act which then legally allowed the corporation to do those purposes. The purpose just limits what the corporation may do (where the corporation is prohibited from doing anything outside that purpose) noting that in order for the corporation to do any of the purposes of a Chief Agent of a Registered Federal Political Party for example – it must be registered as the Chief Agent of that Registered Party. I add that, if the corporation did try to do any anything related to the example of Chief Agent while not registered as the Chief Agent, the corporation would be in breach of the Canada Elections Act, where one could simply report violations to the Commissioner of Canada Elections and leave it to them to close that down.
Steve Kisby
Vancouver, BC