Form 4014: Articles of Arrangement Under the CNCA Explained

Most changes a federal not-for-profit makes to itself run through an ordinary provision of the Canada Not-for-profit Corporations Act: a special resolution and articles of amendment, or articles of amalgamation, or a members' resolution to dissolve. Once in a while the change is too complicated for any of those routes, or the routes cannot be made to work. That is what section 216 of the Act is for. It lets a corporation ask a court to approve a plan of arrangement, and Form 4014, Articles of Arrangement, is the filing that turns the court's order into a Certificate of Arrangement from Corporations Canada.

What an Arrangement Is Under the CNCA

An arrangement is a court-supervised fundamental change. The Act uses the term for a package of steps that can include amending articles, amalgamating with another body corporate, transferring all or substantially all of the corporation's property, exchanging memberships or debt obligations, liquidating and dissolving, or any combination of those things in a single plan. The defining feature is that the plan goes before a judge, and the judge's order, once granted, is what authorizes the change.

Section 216 is available only where it is not practicable to make the change under another provision of the Act, so a court will ask why the ordinary route did not work. Note that the CNCA, unlike the corresponding provision of the Canada Business Corporations Act, does not restrict arrangements to corporations that are not insolvent.

When an Arrangement Is the Right Tool

Arrangements come up in a handful of recurring situations, each with a simpler route that fails for a specific reason.

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The common thread is complexity the ordinary provisions were not built for, and a court order that binds everyone at once.

The Court Application

The application is made to the court in the province where the corporation has its registered office, and the corporation must give notice to the Director appointed under the CNCA, who is entitled to appear and be heard. In the usual sequence, the corporation applies first for an interim order. That order sets the procedure: who must receive notice, whether a members' meeting is required, what majority approves the plan, and whether anyone may dissent. The corporation then holds the meeting and returns to court for a final order approving the arrangement, which the court grants if it is satisfied the plan is fair and reasonable to those affected.

For a registered charity, we treat the court application as the moment to line up every other regulator. The CRA needs to know about any amalgamation, transfer or change of purposes, and our post on keeping the CRA informed of changes sets out what it expects. In Ontario, the Public Guardian and Trustee has an interest in any arrangement touching charitable property and should be notified early rather than discovered late.

Completing and Filing Form 4014

Form 4014 is filed after the final order. It identifies the applicant corporation, any corporation whose articles are amended, any created by amalgamation and any dissolved, and states that the attached plan of arrangement is effected in accordance with the court's order. A director or authorized officer of an applicant corporation signs it.

The package sent to Corporations Canada must include a copy of the court order, the plan of arrangement, Form 4002 or the relevant change forms for the registered office and directors if applicable, and a NUANS report if a name is changing. The fee is $505, the highest of any CNCA filing, and the form cannot be filed through the online service; it goes by email or mail, with a five-business-day service standard. Corporations Canada asks that a draft be sent for review before final submission, because a defect found after the court order means going back to court.

The Certificate of Arrangement is effective on the date it shows, and the articles of every corporation involved are amended accordingly.

What Changes for a Charity After the Certificate

An arrangement changes the corporation, and the CRA registers charities, so the two have to be reconciled. If two registered charities amalgamate, the CRA must be told promptly and will confirm how the registration continues. If purposes change, the new purposes must be charitable at law, and since the Charities Directorate no longer pre-approves purpose or activity changes, that assessment is the charity's own responsibility before the plan is final. The updated governing documents go to the CRA once they are formally adopted. Our post on changes to your charity covers the CRA side of a restructuring in more detail.

If your organization is considering a merger or reorganization that does not fit neatly into the amendment or amalgamation provisions, we can assess whether an arrangement is the right route and manage the court and Corporations Canada steps together. Call us at 416-488-5888, email us at ask@charitylawgroup.ca, or schedule a free meeting with our legal team. Form 4014 and the other CNCA forms are on our forms and statutes page.

Frequently Asked Questions

Here are answers to the questions we hear most often about arrangements.

Can we file Form 4014 without going to court?

No. The form exists to give effect to a court order approving the arrangement. Without the order, Corporations Canada will not issue a certificate.

How long does an arrangement take?

Several months is typical: preparing the plan, obtaining the interim order, holding any required meeting, returning for the final order and then filing. Straightforward plans move faster; anything involving multiple jurisdictions or charitable property takes longer.

Does an arrangement affect our charitable registration?

It can. Amalgamations, purpose changes and asset transfers all have CRA consequences, and the CRA must be informed. The registration itself is not automatically continued or cancelled by the certificate; that is handled with the Charities Directorate.

This article provides general information about the Canada Not-for-profit Corporations Act and is not legal advice. Speak with a charity lawyer about your organization's specific circumstances.

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