Instructions
Article of Continuance
Please note that this is just to be used as an example/model when submitting your
transition documentation you must use the official form 4031 located on
Corporations Canada’s website (www.corporationscanada.ic.gc.ca).
The articles will be attached to the Certificate of Continuance that is issued to the
corporation by Corporations Canada. The Certificate of Continuance and the articles
together become the corporation’s constitution and replace the letters patent.
The articles of a corporation are to be set out in a form that is provided by Corporations
Canada. The form is called Form 4031 – Articles of Continuance (transition). For
new formed Corporations please use Form 4001 – Articles of Continuance. These are
both available as a fillable PDF form on Corporations Canada’s website.
The form sets out the following articles:
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Corporate Name
Province or territory where the registered office is situated
Minimum and maximum number of directors or the fixed number of directors
Statement of the purpose of the corporation
Restrictions on the activities that the corporation may carry on, if any
The classes, or regional or other groups, of members that the corporation is
authorized to establish (Please ensure that consistent wording is used in
your by-law documents.)
Statement regarding the distribution of property remaining on liquidation.
Any additional provisions that the corporation may want in its articles. To
ensure consistency in your Harbour Authority’s incorporations
documents, please ensure that this wording is also reflected in your bylaws.
Please note that anything in blue are instructions or clarifications
and should be removed from your final document.
If you require any additional information Industry Canada has produced a very useful
“Transition Guide” which can be found on their website at the following link:
http://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs04962.html
http://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs04962.html
Please consult “Step 2” of this guide for information related to Articles of
Continuance.
Disclaimer: Any information provided by Small Craft Harbours, Fisheries and Oceans
Canada, including this document, is not intended to be a substitute for legal advice.
Not-for-profit corporations are encouraged to seek professional advice.
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Model of Article of Continuance
Canada Not-for-profit Corporations Act (NFP Act)
Form 4031 – Articles of Continuance (transition)
1. Current name of the corporation:
Harbour Authority of ABC
2. If a change of name is requested, indicate proposed corporate name:
Options:
I. No change – If the corporation does not wish to change its name,
leave this item blank.
II. Proposed name – If the corporation decides to change its name,
indicate the NEW proposed name. The proposed name must be
distinctive and be distinguishable from corporate names used by other
organizations or businesses. You must include a NUANS Name Search
Report.
3. Corporation number
Indicate your corporation number here. This number can be found on any
documentation that is sent to you by Industry Canada.
4. The province or territory in Canada where the registered office is
situated.
You will have a drop down menu where you will be required to choose a
province or territory.
5. Minimum and maximum number of directors
Please indicate the minimum and maximum number of directors. For a fixed
number, indicate the same number in both boxes.
6. Statement of Purpose
Suggested wording of a statement of purpose for a Harbour Authority
could be:
The primary purpose of the corporation is to operate, manage and maintain a
public commercial fishing harbour in the <insert location>.
7. Restrictions on the activities that the corporation may carry on, if any
Disclaimer: Any information provided by Small Craft Harbours, Fisheries and Oceans
Canada, including this document, is not intended to be a substitute for legal advice.
Not-for-profit corporations are encouraged to seek professional advice..
3
NONE
8. The classes, or regional or other groups of members that the
corporation is authorized to establish.
For one class of membership:
Suggested wording for one class made up of commercial fishers:
The corporation is authorized to establish one class of members made up of
commercial fishers. Each member shall be entitled to receive notice of,
attend and vote at all meetings of the members of the corporation.
For two (or more) membership classes:
Suggested wording for two or more.
This particular example is for 3 classes made up of commercial
fishers, recreational boaters and others:
The corporation is authorized to establish Class A members (voting), Class B
(voting) and Class C (non-voting) members as follows:
1) The Class A members shall be made up of commercial fishers who are
entitled to receive notice of and attend all meetings of the members of
the corporation and each Class A member shall have X vote(s) at each
such meeting, except for meetings at which only members of another
class are entitled to vote separately as a class.
2) The Class B members shall be made up of recreational boaters who are
entitled to receive notice of and attend all meetings of the members of
the corporation and each Class B member shall have X vote(s) at each
such meeting, except for meetings at which only members of another
class are entitled to vote separately as a class.
3) Except as otherwise provided by the Canada Not-for-Profit
Corporations Act, S.C. 209, c. 23 the Class C members shall be made
up of other persons interested in furthering the Corporation's purposes
and who shall be entitled to receive notice of and attend meetings but
NOT be entitled to vote at meetings of the members of the
Corporation.
9. Statement regarding the distribution of property remaining on
liquidation
Any property remaining on liquidation of the Corporation, after discharge of
liabilities, shall be returned to the Department of Fisheries and Oceans.
Disclaimer: Any information provided by Small Craft Harbours, Fisheries and Oceans
Canada, including this document, is not intended to be a substitute for legal advice.
Not-for-profit corporations are encouraged to seek professional advice..
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10. Additional Provisions
The NFP Act sets out rules that previously were set out in the corporation’s
by-laws. A number of the rules are considered to be default Rules because
corporations can override the default rules in the articles and/or the by-laws if
they don’t suit its needs. Information on the default rules is available in
Annex C of the Transition Guide on Corporations Canada’s website.
Most of the default rules can be overridden in either the articles or by-laws.
However, a few can only be overridden in the articles (i.e., in the additional
provisions):
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Appointment of directors – to allow directors to appoint additional
directors between annual meetings of members;
increase the percentage of votes required for an ordinary or special
resolution of members;
restrict directors from being able to fill a vacancy on the board of
directors.
IF REQUIRED, PLEASE SEEK LEGAL ADVICE.
11. Declaration
The articles must be signed by a director or officer of the corporation that is
making this transition.
Disclaimer: Any information provided by Small Craft Harbours, Fisheries and Oceans
Canada, including this document, is not intended to be a substitute for legal advice.
Not-for-profit corporations are encouraged to seek professional advice..