Stewart McKelvey

7 Doing Business in AtlAntic cAnADA Spring 2014 of $1 million or for soliciting corporations with an- nual gross revenues in excess of $250,000, a full an- nual audit must be conducted. For those soliciting corporations with revenues between $50,000 and $250,000, an audit is required unless the members resolve that a review engagement is sufficient. For non-soliciting corporations with gross annual rev- enues under $1 million or for soliciting corpora- tions with revenues under $50,000, and a review engagement is required unless the members resolve that one is not required. These records must be made available to members, directors and officers of the corporation and to Corporations Canada. Soliciting corporations must make their financial records pub- licly available. process of transition Corporations incorpor- ated under the Old Act which have not started the continuance process under the New Act should act now to ensure the process is completed before the October 17, 2014 deadline. For those corporations incorporated under the Old Act which are also regis- tered charities, additional steps are required – par- ticularly if the charity is looking to amend its pur- poses as part of the transition, as pre-approval from Canada Revenue Agency can take upwards of two to three months before the continuance process can be started under the New Act. Transitioning is a fairly simple process under the New Act, although some time will be needed, as (amalgamation, continuance, liquidation and disso- lution). The New Act also provides a benefit to those individuals who are acting as directors, in that it sets out a due diligence defense for certain liability re- sulting from director negligence. There is additional oversight provided for under the New Act including the requirement to submit all bylaws and amendments thereto to Corpora- tions Canada. There are also financial reporting re- quirements under the New Act. For non-soliciting corporations with annual gross revenues in excess

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