How to Register a Not-For-Profit Corporation in Canada Under the New Legislation

Kate Lazier
Partner
Miller Thomson LLP

Hot off the presses! Both the Federal and Ontario governments recently created new procedures for registering not-for-profit corporations. The Federal Not for Profit Act received Royal assent June 23, 2009 and regulations for implementation should be in place by June,2011.The Ontario government followed suit, the Not-for-Profit Corporations Act, 2010 receiving royal assent on October 25, 2010. Gain cutting edge skills and learn how to implement these statutes in registering not for profit organizations.

Federal Not-for-Profit Act

• Learn to apply the language in the Federal Not-for-Profit Act to your files
• How transitions will apply to current corporations
• Differentiate between the Acts for choosing the jurisdiction of new corporations
• Gain critical updates on available regulations, bylaws and forms

Ontario Not-for-Profit Corporations Act, 2010

• Apply the distinction between a public benefits and a not public benefits corporation
• Learn to prepare the documents required and content to be included

Quebec Companies Act

• Understand the process for registering a not for profit Quebec based corporation under Part III of the Companies Act

Develop Strategies to Implement Critical Legislative Updates to Corporate Registrations

Dawn Cottreau
Director, Paralegal Services
Stewart McKelvey LLP, Atlantic Canada

Angela Quistini
Corporate Law Clerk
Miller Thomson LLP

Essential statutory changes impact on your daily tasks. Develop a better understanding of the law and create strategies for applying these changes to corporate registration files. Learn how to integrate the legal principles into the drafting of regular business documents.

• Discover how the Quebec Companies Act changes impact your clients
• Develop skills to prepare extra-provincial filings for BC, Alberta and Nova Scotia
• Understand cross-jurisdictional registrations of BC and Alberta ULC’s
• Learn why changes to the Canada-US Tax Treaty related to Limited Liability Partnerships eradicate the benefit of LLP’s as a tax saving method
• Find out how to incorporate National Instrument 45-106 into the drafting of your regular business registration documents
• Increase your knowledge of eligible and non-eligible dividends and incorporate this information in drafting registration documents

You will take away precedents you can apply right away!

The Nuts and Bolts of Corporate Reorganization: Learn How To Apply the Essential Legal Guidelines of Rollovers, Amalgamations, Dissolutions and Windups

Nick G. Pasquino
Lawyer
Borden Ladner Gervais LLP

Josephine Shapiro
Law Clerk
Borden Ladner Gervais LLP

As a senior transaction clerk, you need to have a thorough understanding of the processes set out in the Income Tax Act, CBCA, OBCA and Winding Up and Restructuring Act to complete the primary tasks that have been delegated to you. In this session, a corporate lawyer will extrapolate the legal concepts applicable to reorganizing and restructuring corporations and demonstrate practical guidelines that you can take back to the office and use immediately in drafting the necessary documents.

1. Amalgamations

• Essential practical guidelines on preparing documents for Section 87 of Income Tax Act amalgamations

2. Voluntary Dissolutions and Court-Ordered Wind-Ups

• Understand the tax issues in section 88 wind-ups and OBCA
• Understand the grounds for court-ordered wind-ups

3. Continuances

• Continuing into and out of the CBCA and OBCA
• Continuing from business corporations to non-share capital corporations
• Dealing with non-Canadian corporate jurisdictions

4. Rollovers

• Receive practical tips and guidelines on implementing s. 85 and s. 86 rollovers
• Analyze best practices in addressing s. 51 rollovers
• Develop practical strategies for preparing s. 97 partnership rollovers

Question and Answer Session With Previous Speakers Concerning the Process of Reorganizing and Restructuring Corporations

Seize this opportunity to clarify the complicated concepts from the previous session, and ask your specific questions from these knowledgeable speakers!

Enhance Your Due Diligence Skills In Determining Public Searches Required for the Closing of a Transaction

Cathy D’Aversa
Director, Corporate Services
Legal Resource Consulting

Your roles and responsibilities in the determination of searches for legal due diligence are crucial to meeting the client’s needs in share purchases, asset purchases and secured financing. Ensure that you are fully evaluating the scope of searches required and sources for these searches. In this session, you will learn which questions you should be asking and have the opportunity to refine your skills and enhance your efficiency.

The Anatomy of a Closing Agenda: Create and Manage An Effective Closing

Gina Croce
Senior Transaction Law Clerk
Fasken Martineau Dumoulin LLP

An essential task for the senior transaction clerk is creating and managing the closing agenda through the due diligence and closing stages. Take full advantage of this opportunity to refine your skills. In this session, you will hear from an experienced transaction clerk and learn:

• Critical strategies on executing an exceptional closing agenda
• Practical tips for creating and managing the closing agenda through the due diligence and closing stages
• How to identify extra resources to assist you with individual specifics which arise
• Best practices for reviewing a closing agenda with sample precedents you can use

Stay organized and finalize the closing smoothly with informative tips, checklists and pitfalls.

Advance Your Drafting Skills of Key Documents for Closing

Karen Slater
Corporate Securities Law Clerk
Fraser Milner Casgrain LLP

Drafting closing documents requires a firm understanding of the applicable law, transaction-specific experience and the ability to draft in clear language. Elevate your drafting skills by gaining through guidance, tips and examples from a senior law clerk.

• Learn the classes of assets transferred in the sale of an active business
• Know which documents are required to convey these assets
• Develop precedents and learn best practices for wording the conveyancing documents

Take away improved drafting skills and best practices!

Practical Strategies to Meet Your Obligations On-time and with Less Stress

Ann Gomez
Clear Concept Inc.

Couldn’t we all learn how to better juggle the multitude of tasks which land on our desks? Prioritize more effectively….organize more proficiently….docket more efficiently….and be the best law clerk you can be. Develop effective strategies you can implement immediately!

• Learn how to effectively manage delegated tasks from multiple sources
• Derive strategies for time managing multiple priorities
• Develop methods for co-ordinating the work processes of a multi-level legal team to effectively complete corporate projects on time and with the best standards
• Learn how to docket your time more effectively and receive credit for every second of your valuable efforts!

Gain Critical Skills to Effectively Review and Rectify Minute Books: A Hands-on Session

Sonia Davis
Supervising Law Clerk
Corporate Services
Osler, Hoskin & Harcourt LLP

Beth Canam
Senior Law Clerk, Corporate Services
Osler, Hoskin & Harcourt LLP

Certain corporate transactions require a careful review of the Minute Book of a corporation to identify, and correct any deficiencies. In a hands-on session, you will learn from the facilitators, who will walk you through a number of specific, tricky deficiencies and provide you with remedies to properly address each one.

• A refresher on how to methodically review existing Minute Books and correctly identify changes which require rectification during a corporate reorganization
• Understand how to evaluate the options for rectifying the deficiency and choose the right option
• Take with you solutions to those tricky deficiencies which you see every day

Fine-tune Corporate Share Documents: Advancing and Developing Your Drafting Techniques
(Please note that this session was not included in the live broadcast. However the materials are avaialble in the "Downloads" section)

Debbie Alexander
Senior Corporate Clerk
Baker McKenzie LLP

• Review the differences in drafting OBCA and CBCA provisions and gain a clear understanding of the components for inclusion in specific share documents
• Determine the information required in share certificates
• Learn how to format these certificates, share certificate legends and exemption provisions correctly