Learn about the new societies legislation

The new Societies Act and Regulation are in force as of April 1, 2021.

When should a society transition?

Each society has its situation and circumstances. The board of directors needs to decide when it would be best to submit the society's transition application. Relevant factors may include:

  • how far the society is into the current fiscal year;
  • which reporting requirements will apply until when;
  • whether they want to transition as close as possible to the end of the current fiscal year to ensure a smooth transition to the new reporting requirements; and
  • whether anticipated revenues may put a society in a different category under the former legislation or a different class under the new legislation for reporting purposes, etc.

If a board is uncertain about when to submit their application, we recommend they seek legal advice to help them make an informed decision.

What is the transition deadline?

Each society registered under the current legislation must submit its application to the registrar of societies. The timeline for submitting is between April 1, 2021, and March 31, 2023.

The registrar will dissolve a society that does not submit its application by March 31, 2023.

What is needed to complete the transition application?
  1. The society must be in full compliance with reporting requirements under the former legislation.
  2. Each society must submit the following:
    • a constitution containing only the existing name of the society and the existing purposes of the society (no other or change of information is allowed);
    • names and contact information of the directors (they must be the same directors as listed for the pre‑transition society);
    • new bylaws (completely new bylaws that conform with section 12 of the new Societies Act, see below).
    • all information in or attached to the transition application will become part of the societies public registry searchable by anyone.

Model or customized bylaws

  • A set of model bylaws is available here.
  • Adoption of the model bylaws without any changes will meet the requirements of section 12.
  • Societies wanting to draft their own bylaws or modify the model bylaws, should do so with the help of a licensed lawyer.
  • Any changes to bylaws must be approved by special resolution of society members at a general meeting.
  • Any customized bylaws must be attached to the application as a complete consolidated document.
Can a society file online while reporting under former legislation?

A society registered under the old legislation cannot file online. They must submit paper annual reports and notices of change until it has:

  • completed its transitional fiscal year; and
  • reported to the Registrar on that year.

After transition and reporting on the completed transitional fiscal year is complete, a society can file these online:

  • future annual reports; and
  • change notices.

These can be filed online if all filings have been completed under the former legislation.

A society must use the former paper forms for filings done under the former legislation, even after April 1, 2021. After that date, the filing fee under the new legislation will apply.

Can a society file the transition application online or with paper?

You can file your application online or you can submit a paper copy. There is also no fee for submitting a transition application.

You can file online here:

Transition application for pre-existing societies

When can you start filing online?

You can file online once the society's transition application has been processed.

Most filings will be available online. But some will only be available online once the society’s transitional fiscal year is:

  • completed; and
  • after all reports for that transitional fiscal year have been filed.

During the transitional fiscal year, the society will continue to submit annual reports and change notices using the former paper forms under the previous legislation.

What are the new reporting requirements?

Once the transitional fiscal year has been completed and reported on, a society only has to submit the completed new annual report. This must contain the:

  • statement of directors;
  • registered office addresses;
  • date of the annual general meeting;
  • confirmation of the financial reporting class; and
  • proof that the financial statements were presented to the members.

Change in directors or registered address occurs between annual general meetings

You must file a notice of the change with the registrar in a timely manner.

Annual general meetings

A society now has 4 months to hold the annual general meeting. 30 days after the meeting, the society has to submit its annual report.

How have the reporting requirements changed?

 

Under the former legislation Under the new legislation
Societies had to hold an annual general meeting and submit an annual report within 4 months of the end of the fiscal year end.

Societies must:

  • hold an annual general meeting within 4 months after the end of the fiscal year; and
  • submit an annual report within 30 days after the annual general meeting.
Category C societies had to file a declaration of that category.

Category A, B and C societies no longer exist.
Under the new legislation, there are Class A, B and member-funded societies.

All societies had to attach financial statements to their annual report.

  • Societies are no longer required to attach financial statements to annual reports.
  • These are no longer filed with the registrar, but must be kept (and be available) at the society’s records office.

For category A or B societies, the financial statements had to be reviewed by a professional accountant, unless:

  • an exemption from the registrar was approved for a category A society; or
  • a waiver was approved by special resolution for a category B society.
  • Class A societies have to appoint an accountant to conduct at least a compilation engagement in respect of the financial statements for each reporting period (fiscal year).
  • If bylaws permit, members can waive the requirement to appoint an accountant, but for no more than 2 consecutive years.
  • The financial statements will still not be filed with the registrar, but must be kept (and available) at the society’s records office.
If there was a change in the society’s registered address or directors, a notice of such had to be attached to the annual report. If there's a change in the society’s registered address or directors, the change can be made directly on the annual return. No notice of such change has to be attached to the annual report.
If there was a change in the society’s registered address or directors between the annual general meetings, a notice of the change had to be filed with the registrar. If there's a change in the society’s registered address or director(s) between annual general meetings, societies still have to file a notice of such change with the registrar in a timely manner.

 

Does every society have to appoint an accountant?

Once the transitional fiscal year is completed, class A societies must appoint an accountant, unless the requirement is waived. This can only happen by special resolution if permitted by the bylaws. Members cannot waive the requirement to appoint an accountant for more than 2 consecutive years.

Class B and member‑funded societies do not need to appoint an accountant. They may choose to do so and include this provision in their bylaws.

What type of scrutiny is required of a society’s financials?

For class A societies, a compilation engagement by a professional accountant is required every fiscal year, unless waived. This can only occur by special resolution, if permitted by the bylaws.

Class B and member‑funded societies do not need to have a financial review done. They may choose to do so and include the selected financial engagement as a requirement in their bylaws.

How does a society waive the requirement to obtain a compilation engagement?

The society's bylaws must specifically allow for waiving the requirement to obtain a compilation engagement.

Waiving the engagement must be made at the annual general meeting by a special resolution for the fiscal year following the fiscal year under review at that annual general meeting.

How often can the accounting requirement be waived?

The waiving of the compilation engagement can be waived no more than 2 consecutive years out of 3.

When does the 2-year waiver restriction period start?

The 2-year waiver restriction period starts as as soon as all the reports have been filed to complete the transitional fiscal year end.

What if a society does not transition by March 31, 2023?

The registrar will dissolve the society and “strike” the society. This means removing it from the registry.

How secure is filing online?

Our standards align with levels of security of most other providers for a similar service.

The registrar established:

Who can help you with the new legislation?

Registry staff can only advise you on how to complete the required forms to ensure your filings meet legislated requirements.

We strongly recommend that you contact a lawyer or an accountant if you need legal or accounting advice.

Each society has its situation and circumstances. The board of directors needs to decide when it would be best to submit the society's transition application. Relevant factors may include:

  • how far the society is into the current fiscal year;
  • which reporting requirements will apply until when;
  • whether they want to transition as close as possible to the end of the current fiscal year to ensure a smooth transition to the new reporting requirements; and
  • whether anticipated revenues may put a society in a different category under the former legislation or a different class under the new legislation for reporting purposes, etc.

If a board is uncertain about when to submit their application, we recommend they seek legal advice to help them make an informed decision.

Each society registered under the current legislation must submit its application to the registrar of societies. The timeline for submitting is between April 1, 2021, and March 31, 2023.

The registrar will dissolve a society that does not submit its application by March 31, 2023.

  1. The society must be in full compliance with reporting requirements under the former legislation.
  2. Each society must submit the following:
    • a constitution containing only the existing name of the society and the existing purposes of the society (no other or change of information is allowed);
    • names and contact information of the directors (they must be the same directors as listed for the pre‑transition society);
    • new bylaws (completely new bylaws that conform with section 12 of the new Societies Act, see below).
    • all information in or attached to the transition application will become part of the societies public registry searchable by anyone.

Model or customized bylaws

  • A set of model bylaws is available here.
  • Adoption of the model bylaws without any changes will meet the requirements of section 12.
  • Societies wanting to draft their own bylaws or modify the model bylaws, should do so with the help of a licensed lawyer.
  • Any changes to bylaws must be approved by special resolution of society members at a general meeting.
  • Any customized bylaws must be attached to the application as a complete consolidated document.

A society registered under the old legislation cannot file online. They must submit paper annual reports and notices of change until it has:

  • completed its transitional fiscal year; and
  • reported to the Registrar on that year.

After transition and reporting on the completed transitional fiscal year is complete, a society can file these online:

  • future annual reports; and
  • change notices.

These can be filed online if all filings have been completed under the former legislation.

A society must use the former paper forms for filings done under the former legislation, even after April 1, 2021. After that date, the filing fee under the new legislation will apply.

You can file your application online or you can submit a paper copy. There is also no fee for submitting a transition application.

You can file online here:

Transition application for pre-existing societies

You can file online once the society's transition application has been processed.

Most filings will be available online. But some will only be available online once the society’s transitional fiscal year is:

  • completed; and
  • after all reports for that transitional fiscal year have been filed.

During the transitional fiscal year, the society will continue to submit annual reports and change notices using the former paper forms under the previous legislation.

Once the transitional fiscal year has been completed and reported on, a society only has to submit the completed new annual report. This must contain the:

  • statement of directors;
  • registered office addresses;
  • date of the annual general meeting;
  • confirmation of the financial reporting class; and
  • proof that the financial statements were presented to the members.

Change in directors or registered address occurs between annual general meetings

You must file a notice of the change with the registrar in a timely manner.

Annual general meetings

A society now has 4 months to hold the annual general meeting. 30 days after the meeting, the society has to submit its annual report.

 

Under the former legislation Under the new legislation
Societies had to hold an annual general meeting and submit an annual report within 4 months of the end of the fiscal year end.

Societies must:

  • hold an annual general meeting within 4 months after the end of the fiscal year; and
  • submit an annual report within 30 days after the annual general meeting.
Category C societies had to file a declaration of that category.

Category A, B and C societies no longer exist.
Under the new legislation, there are Class A, B and member-funded societies.

All societies had to attach financial statements to their annual report.

  • Societies are no longer required to attach financial statements to annual reports.
  • These are no longer filed with the registrar, but must be kept (and be available) at the society’s records office.

For category A or B societies, the financial statements had to be reviewed by a professional accountant, unless:

  • an exemption from the registrar was approved for a category A society; or
  • a waiver was approved by special resolution for a category B society.
  • Class A societies have to appoint an accountant to conduct at least a compilation engagement in respect of the financial statements for each reporting period (fiscal year).
  • If bylaws permit, members can waive the requirement to appoint an accountant, but for no more than 2 consecutive years.
  • The financial statements will still not be filed with the registrar, but must be kept (and available) at the society’s records office.
If there was a change in the society’s registered address or directors, a notice of such had to be attached to the annual report. If there's a change in the society’s registered address or directors, the change can be made directly on the annual return. No notice of such change has to be attached to the annual report.
If there was a change in the society’s registered address or directors between the annual general meetings, a notice of the change had to be filed with the registrar. If there's a change in the society’s registered address or director(s) between annual general meetings, societies still have to file a notice of such change with the registrar in a timely manner.

 

Once the transitional fiscal year is completed, class A societies must appoint an accountant, unless the requirement is waived. This can only happen by special resolution if permitted by the bylaws. Members cannot waive the requirement to appoint an accountant for more than 2 consecutive years.

Class B and member‑funded societies do not need to appoint an accountant. They may choose to do so and include this provision in their bylaws.

For class A societies, a compilation engagement by a professional accountant is required every fiscal year, unless waived. This can only occur by special resolution, if permitted by the bylaws.

Class B and member‑funded societies do not need to have a financial review done. They may choose to do so and include the selected financial engagement as a requirement in their bylaws.

The society's bylaws must specifically allow for waiving the requirement to obtain a compilation engagement.

Waiving the engagement must be made at the annual general meeting by a special resolution for the fiscal year following the fiscal year under review at that annual general meeting.

The waiving of the compilation engagement can be waived no more than 2 consecutive years out of 3.

The 2-year waiver restriction period starts as as soon as all the reports have been filed to complete the transitional fiscal year end.

The registrar will dissolve the society and “strike” the society. This means removing it from the registry.

Our standards align with levels of security of most other providers for a similar service.

The registrar established:

Registry staff can only advise you on how to complete the required forms to ensure your filings meet legislated requirements.

We strongly recommend that you contact a lawyer or an accountant if you need legal or accounting advice.