Hugues Boisvert, Business Lawyer
Brian Benford, Legal Intern
Introduction
Corporations Canada is considering a proposal to amend the Canada Business Corporations Act (“CBCA”), Canada Cooperatives Act (“Coop Act”), and the Canada Not-for-Profit Corporations Act (“NFPA”).
The proposed changes will affect the service filing fees for online and non-online filings, which are described as anything other than online filings (in person, email, fax, or mail). Overall, the changes will minutely decrease the amount due to be paid for certain actions when online filings are used, and in turn increase the amount due when a corporation files documents in person. These changes are meant to reflect the increased administrative burden when documents are filed in person versus online. By altering the fees Corporations Canada admits to encouraging and rewarding corporations to file documents online. Furthermore, facilitating online filing of documents will likely lead to greater corporate transparency due to the ease of submitting online.
Additionally, there are certain changes that promote homogeneity in filing fees between the three Acts as described below.
Proposed Changes
Fee is Payable when Application is Filed
Current wording of the CBCA and the Coop Act appear as if the service fee is applicable only once the Director approves the application. However, it is clear that the costs of administering the application are incurred while processing the application and not upon issuance of the certificate. The syntax of the legislation will be re-worded to clarify that the fee is due upon receiving the application, and that a refund will not be issued if the application is deficient or denied.
Priority Services
Priority services may be removed for most non-online applications while in turn streamlining the process for online applications even further. Clients will be able to pay an additional $100.00, on top of the original filing fee, in order to have their application processed in approximately four hours (formerly it was one day). The priority service would only apply to applications for (i) certificates of incorporation, (ii) amendments, (iii) continuances, (iv) amalgamations, (v) revival of a dissolved corporation, and (vi) for letters of satisfaction.
Nonetheless, for applications that do not yet have online filing availability, priority services still remain. Corporations Canada although noted that once these are available online then priority services will no longer be permissible for filing the respective documents through methods other than online. This indicates we will hopefully see these options available in the near future.
Copy Fee for Corporate Records
It is proposed that copies of corporate records be free when requested online. By allowing these copies to be disseminated free of charge corporate transparency will increase. Additionally, Corporations Canada will be working to provide corporate records for Co-Operatives online free of charge as well.
To retrieve corporate documents through a non-online platform, there will be a flat rate fee of $5 per document.
Certified Copy Fee for Corporate Records
The online fee for certified copies of corporate records would be $10 per document (a $25 reduction from the current fee). For non-online requests, the fee would be $35 per document plus any copying fees. The proposed service standard is a one day turnaround time for online requests and ten business days for their non-online counterparts.
No fee for Certain Amendments
To facilitate compliance with the requirements of the CBCA and the NFPA, it is proposed to remove the fee for online requests to amend articles when the changes relate only to (i) the province in which the registered office is located, (ii) to the number of directors, (iii) or to both.
Certificates
Service fees related to certificates issued under all three Acts would increase to $250.00 for applications that are not filed online. The service standards for non-online would increase to 10 business days. Online applications will continue to abide by the same service standards.
Annual Returns
It is proposed to reduce the fee for filing an annual return online for the CBCA and NFPA to $12 from the current fee of $20. The non-online fee would not change for these acts
Cancellations and Corrections
In an effort to homogenize the three Acts there is a proposed change to add a fee of $250.00 for cancellation applications and to increase the current fee for corrections to a similar $250.00. If either of these requests stem from an error that is solely the fault of the Director then there is no fee. Regarding service standards, the standard for both applications will be reduced from twenty days to ten.
Certificates of Compliance or Existence
The proposal is to increase the fee for non-online applications to $20 while the online fee remains untouched ($10). Under the Coop Act, the proposed fee is $20 as the service is not available online. The service standard for online applications would remain 1 day while the non-online service standard would increase to 10 business days.
Intent to Dissolve and Revocation
Corporations Canada desires to increase the filing fee for a revocation of intent to dissolve to $100.00 from $50.00. Similar to certificates of cancellation and correction, consistency is desired amongst the three Acts so it is proposed to remove the fee to file an intention to dissolve a Cooperative, and introduce a fee of $100.00 for filing a revocation of an intent to dissolve a Cooperative.
Fee for certificate of arrangements
It is proposed to increase the fee for reviewing arrangement transactions from the current fee to $500.00 from $200.
Exemption Applications
Exemption applications under all three statutes are to be processed at a fee of $250.00. Prior to this, exemptions existed in the NFPA against paying this fee, and the fee under the Coop Act was $100.00.
Period Escalator Clause
As mandated by the Service Fees Act, the fees are to be increased each fiscal year by a specific index. However, an escalator clause is being considered to be introduced to more accurately reflect Corporations Canada’s experience with filing fees. The clause would take effect every five years and increase each fee by 1%. This removes the need for annual increases, which in turn reduces costly system changes to effect.
This article is for informational purposes only and does not constitute legal advice. If you wish to discuss your issue with a lawyer, contact Hugues today. 613-747-2459 ext.304, hboisvert@hazlolaw.com