Author: Press Secretary

Ever heard of the phrase “charity begins at home”? Well, it certainly does, but what if a charity isn’t exactly playing by the rules? As citizens, we have a responsibility to ensure that organizations registered as charities are doing what they’re supposed to: helping others, not cheating the system.

If you suspect a registered charity isn’t following regulations, you can report your concerns to the Canada Revenue Agency through their official reporting system for suspected non-compliance. The CRA’s Charities Directorate oversees these organizations and investigates potential violations.

Knowing how to spot warning signs and properly report suspected issues helps maintain trust in Canada’s charitable sector. This guide explains the process, from recognizing red flags to understanding what happens after you file a report, and shares important considerations before taking action.

Understanding Non-Compliance in Registered Charities

Non-compliance happens when registered charities fail to meet legal obligations under the Income Tax Act or operate outside their charitable purposes. Even unintentional violations can lead to serious penalties from the Canada Revenue Agency.

Common Types of Non-Compliance

Improper fundraising practices are frequent violations among registered charities. This includes misleading donors about fund use or not providing proper receipts.

Conducting non-charitable activities is another concern. Charities must focus on their stated purposes and cannot engage in unrelated business activities.

Providing private benefits to directors or third parties breaks charity regulations. This happens when charities pay excessive salaries or provide financial benefits to connected individuals.

Inadequate books and records create compliance problems. Charities must keep detailed financial records and documentation of their activities.

False or improper receipting occurs when charities issue donation receipts incorrectly. This includes receipting for services, goods, or non-qualifying amounts.

Legal Framework Governing Charities

The Income Tax Act is the main legal framework for registered charities in Canada. It defines charitable activities and sets operational requirements.

Registered charities must operate only for charitable purposes. These include relief of poverty, advancement of education, advancement of religion, and other community benefits.

Provincial laws also apply to charity operations. Charities must follow both federal tax regulations and provincial requirements.

The Canada Revenue Agency’s Charities Directorate enforces these rules. They can audit charities, impose penalties, and revoke charitable status for serious violations.

Potential Consequences for Charities

Administrative penalties are common for minor violations. These include fines or requirements to file extra documentation with the CRA.

Suspension of receipting privileges prevents charities from issuing official donation receipts. This affects fundraising and donor relationships.

Revocation of charitable status is the most severe penalty. Charities lose their tax-exem

pt status and ability to issue receipts permanently.

Tax penalties may apply to income from unrelated business activities. Charities could face large tax bills on non-charitable income.

Public disclosure of compliance issues appears on the CRA website. This can damage reputation and affect future fundraising and support.

Identifying Signs of Non-Compliance

Recognizing warning signs helps spot when charities may be breaking rules. Key red flags include poor record-keeping, incorrect receipts, and activities that do not match their charitable purpose.

What to Look Out For:

Here are some red flags that might signal a charity isn’t following the rules:

1. Improper Fundraising: Is the charity using shady tactics to get donations? This could include aggressive or deceptive methods to pressure individuals into giving.
2. Non-Charitable Activities:  Is the charity straying from its stated mission and engaging in activities unrelated to helping others? This might indicate a lack of focus or mismanagement of resources.
3. False Receipts: Giving out receipts for donations that weren’t actually made is a serious offense. It not only deceives donors but also raises questions about the charity’s integrity.
4. Private Benefits: Watch out for instances where directors or other parties associated with the charity receive perks or benefits they shouldn’t. This could include excessive salaries, personal use of assets, or other forms of preferential treatment.
5. Misappropriating Funds: Using donation money for personal gain.
6. Lack of Control:  Charities operating outside of Canada without proper oversight may raise concerns about accountability and transparency. It’s essential to verify that the charity adheres to relevant regulations, regardless of its geographic scope.
7. Running an Unrelated Business: Doing things that aren’t related to their charitable purpose.

How to Report Suspicions:

If you suspect a charity of wrongdoing, you can report it through the “Report a lead on suspected tax cheating in Canada” program. Here’s what you should include:

1. Charity Details: Name of the charity and, if possible, its registration number.
2. Evidence: Provide as much detailed information as you can to back up your suspicions.
3. Documentation: If you have any documents that support your claims, include those too.

Your Privacy Matters:You can report suspicions anonymously if you prefer. But if you do decide to share your identity, it will be kept confidential. Just remember, once you’ve submitted a report, you won’t receive updates on the investigation. The actions taken by the Charities Directorate are made public only if a charity is revoked, annulled, suspended, or penalized as a result.

Why It’s Important:Charities play a crucial role in helping those in need. When they operate dishonestly, it not only undermines public trust but also takes away resources from legitimate causes. By reporting suspicions of non-compliance, you’re helping to ensure that charities are doing what they’re supposed to: making a positive impact on the world.

How to Report Suspected Non-Compliance to the CRA

The Canada Revenue Agency offers a formal process through their Leads Program for reporting suspected violations by registered charities. You must provide specific information and can choose to remain anonymous when submitting concerns to the Charities Directorate.

Steps to Submit a Report

Report suspected charity non-compliance through the CRA’s official Leads Program. This system lets you submit information about registered charities that may not meet regulatory requirements.

Visit the CRA website and go to the “Report suspected non-compliance by registered charities” section. You can also use the general tax cheating reporting system.

The online submission form guides you through each required field. Complete all mandatory sections before submitting your report.

Alternative reporting methods include:

• Calling the Charities Directorate at 1-800-267-2384
• Submitting written documentation by mail

Choose the method that works best for your situation. The online system processes reports faster than other methods.

Information Required for Reporting

The CRA needs specific details to investigate your concerns. Provide relevant information to help them determine if non-compliance has occurred.

Essential information to include:

‍

Common non-compliance issues to report:

• Improper fundraising activities
• Non-charitable activities
• False tax receipts
• Private benefits to directors
• Misuse of charitable funds

Be as specific as possible. General complaints without supporting details make investigation difficult for the Charities Directorate.

Confidentiality and Anonymity

You can submit your report anonymously through the Leads Program. The CRA protects your identity if you request confidentiality.

Your personal information stays protected under federal privacy laws. The CRA does not share your identity with the charity you are reporting.

Providing your contact information helps the investigation. The Charities Directorate may need to ask follow-up questions or request more evidence.

Benefits of providing contact details:

• Faster investigation process
• Ability to provide additional evidence
• Updates on investigation status

Consider your privacy concerns and the benefits of direct communication with CRA investigators.

What Happens After You File a Report

The CRA follows a structured process to review reports about charity non-compliance. They may take different enforcement actions depending on what they find during their investigation.

The CRA’s Review and Investigation Process

The Charities Directorate receives your report and assigns it to trained staff for review. Staff look at the information you provided and check it against the charity’s records.

The CRA may start an audit if they find serious concerns. During an audit, they examine the charity’s books and activities closely.

They check if the charity follows the Income Tax Act rules. The investigation can take several months or longer, depending on the complexity and the information needed.

The CRA keeps your identity private during this process. They do not tell the charity who made the report unless required by law.

Staff may contact you for more details or documents about your report. They might ask for clarification about what you observed.

Possible CRA Responses and Outcomes

The CRA can take different actions based on what they discover:

No Action Required

• No problems found with the charity
• Your report did not show actual rule breaking
• The charity already fixed the issues

Education and Guidance

• Letters explaining proper rules
• Training for charity leaders
• Requirements for better record keeping

Formal Penalties

• Financial penalties for violations
• Suspension of charity status
• Complete removal of charitable status

The CRA publishes information about penalties and suspensions on their website. You can check there to see if action was taken against the charity you reported.

The CRA will not contact you about the final outcome unless they need you as a witness in legal proceedings.

When and How to Contact the Charities Directorate

The Charities Directorate provides several ways to reach their representatives for help with charity compliance matters. Contact them directly if you need guidance on specific situations or if online resources do not answer your concerns.

Contact Methods and Resources

The Canada Revenue Agency’s Charities Directorate offers several ways to help with charity-related questions. Their client service representatives answer calls Monday to Friday from 8 am to 5 pm Eastern time, except on statutory holidays.

Phone Contact:

• Main line: 1-800-267-2384
• Available for general inquiries and guidance

Online Resources:

• My Business Account (MyBA) for filing returns
• Represent a Client system for authorized representatives
• Online application system for charity registration

The Charities Directorate offers general information about registered charities. They guide users through the online registration process.

Representatives explain how to issue official donation receipts. Staff help with completing the annual information return using Form T3010.

They also guide you on changing your charity’s legal name, purposes, or activities.

Situations Requiring Direct Communication

Contact the Charities Directorate directly when you need guidance that goes beyond general information. Call them if you are unsure about compliance requirements for your situation.

When to Call:

• Questions about proper receipt issuance
• Guidance on changing charity details
• Help with Form T3010 completion
• Clarification on regulatory requirements

Contact them during service disruptions, such as Canada Post delays. They can suggest alternative filing methods for your T3010 deadline.

Representatives answer questions about your charity’s specific circumstances. They provide personalized guidance that online resources may not cover.

If you are not satisfied with the service, you can make a formal complaint through the Canada Revenue Agency’s complaint process.

Key Considerations and Best Practices for Whistleblowers

When reporting suspected non-compliance by registered charities to the CRA, approach the situation carefully and responsibly. Understanding your legal position helps protect you and ensures your complaint receives proper attention.

Avoiding Bad Faith or Frivolous Complaints

File complaints only when you have legitimate concerns backed by real evidence. Frivolous complaints waste valuable resources that could help genuine cases.

What constitutes a valid complaint:

• Documented evidence of wrongdoing
• Specific examples with dates and details
• Clear violations of charitable regulations
• Financial records or receipts that support your concerns

Gather as much detailed information as possible before reporting. Include charity names, registration numbers, and specific examples of suspected violations.

Vague complaints without supporting evidence rarely lead to meaningful investigations. Avoid making reports based on personal disputes or disagreements with charity policies.

The CRA investigates regulatory violations, not internal management decisions you might dislike.

Documentation you should collect:

• Financial statements showing irregularities
• Communications proving inappropriate activities
• Witness statements from other concerned parties
• Photos or videos of questionable practices

Legal Protections and Potential Risks

You have the right to report suspected charity violations anonymously. The CRA keeps your personal information confidential during their investigation.

Your protections include:

• Anonymous reporting options
• Confidential treatment of your identity
• No obligation to provide personal contact information
• Protection from charity retaliation through legal channels

However, making false accusations can have legal consequences. If you knowingly provide false information, you might face defamation claims or other legal action from the charity involved.

You will not receive updates about the investigation once you submit your report. The CRA only makes results public if they revoke, suspend, or penalize a registered charity.

The best protection is to ensure your complaints are truthful and based on solid evidence before you file them.

Conclusion

Reporting suspected non-compliance helps protect Canada’s charitable sector. When you file a report with the CRA’s Charities Directorate, you help maintain public trust in registered charities.

The process is straightforward and confidential. You can submit leads online or call the Charities Directorate directly.

Provide specific details about the suspected violations to help CRA investigators assess the situation properly.

Charity compliance matters require careful handling. Northfield & Associates understands the complexities involved when charities face compliance issues or investigations.

Book a FREE CALL with us to learn how our legal expertise can help your organisation navigate CRA requirements and maintain good standing.

Navigating director compensation rules can be complex.

At Northfield & Associates our expert teams guidance on compliance requirements. Our team understands Canadian charity law and can help ensure your organisation follows proper procedures.

Get professional support today by email at info@northfield.biz, by phone at (416) 317-6806, or visit us or Schedule your free consultation to discuss your specific circumstances and receive expert assistance throughout the reinstatement process with our experienced legal team.

Frequently Asked Questions

The CRA has specific ways to report charity problems and apply penalties for rule breaking. People can contact different government offices depending on their situation and location.

How do I report a charity in Canada?

You can report suspected charity non-compliance through the CRA’s online system called “Report a lead on suspected tax cheating in Canada.” This covers most charity rule violations.

Try talking directly to the charity about your concerns first. Most registered charities respond well to questions and may have good reasons for their actions.

If direct contact does not work, submit your report online to the CRA. Include details about improper fundraising, non-charitable activities, false receipts, or private benefits given to directors.

You can also call the Charities Directorate at 1-800-267-2384 with questions about the reporting process.

What are the sanctions of charities in CRA?

The CRA can apply penalties and suspensions when charities break rules under the Income Tax Act. These sanctions depend on how serious the violation is.

Common penalties include monetary fines for specific violations. The CRA may also suspend a charity’s ability to issue tax receipts for donations.

In severe cases, the CRA can revoke a charity’s registered status completely. This means the charity loses all tax benefits and can no longer operate as a registered charity.

The CRA follows specific guidelines when deciding which sanctions to apply. They consider factors like whether the violation was intentional and how much harm it caused.

What do charities need to report in Canada?

Registered charities must file annual returns with the CRA that show their financial activities and charitable work. These returns include details about donations received and money spent on programs.

Charities must report how they spend their funds, including administrative costs and fundraising expenses. They need to show that most of their money goes to actual charitable activities.

Organizations must also report any changes to their structure, leadership, or charitable purposes. This includes updates to their board of directors and contact information.

All registered charities must keep detailed records of their activities. Certain information must be available to the public through the CRA’s online database.

How to make an official complaint against revenue Canada in Canada?

You can file complaints about CRA service through the CRA’s formal complaint process. This covers issues with how CRA staff treated you or handled your case.

For service complaints, start by calling the CRA and asking to speak with a supervisor about your concern. Clearly explain what went wrong and what you want fixed.

If the supervisor cannot resolve your complaint, you can request a formal review by the CRA’s complaint handling process. This involves submitting written details about your experience.

For more serious issues, contact the Taxpayers’ Ombudsperson, an independent office that investigates CRA service complaints from taxpayers and organizations.

How to call CRA from outside Canada?

You can reach the Charities Directorate from outside Canada by calling 1-613-957-8953. This is the international number for charity-related questions and concerns.

The phone lines operate during regular business hours in Eastern Time. Be prepared for longer wait times when calling from international locations.

Before calling, gather all relevant documents and information about your charity question or concern. This helps the call go more smoothly.

You can also use the CRA’s online services and email options, which work from anywhere in the world with internet access.

How do I resolve a problem with CRA?

We start by calling the appropriate CRA phone line for our specific issue. For charity matters, we call the Charities Directorate at 1-800-267-2384.

We should have our charity registration number ready. We also gather all relevant documents before calling.

We explain our problem clearly. We ask for specific steps to fix it.

If the first person can’t help, we ask to speak with a supervisor or specialist. We keep notes about who we talked to and what they told us.

For complex problems, we may need to submit written requests or extra documents. The CRA tells us what they need and when to submit it.

Who investigates non-profit organizations in Canada?

The Canada Revenue Agency (CRA) Charities Directorate investigates tax compliance and charity-related violations.

Provincial Attorneys General investigate breaches of fiduciary duty and charitable property misuse. In Ontario, the Office of the Public Guardian and Trustee handles charitable property complaints.

Courts can order investigations for fraudulent or oppressive conduct when requested by corporation members.

What We Do!

We’re often asked by prospective clients what our Bookkeeping Service covers?  People want to know what specific tasks we do, and what their responsibility is.  This brief explainer page will answer that question.  This is by no means an exhaustive list, but covers the most frequently asked questions.

Getting Started

• Review your existing books for needed corrections or back-work
• Chart of accounts setup or amendment
• Assistance with setting up bank feeds
• Limited assistance* with setting up payroll (QBO or Gusto only)
• Your books brought current and reconciled if needed

Ongoing Monthly Bookkeeping

• After-the-fact transaction recording
• Post to general ledger
• Post to other ledgers (as needed)
• Bank account reconciliation
• Monthly financial statements
• Other bookkeeping services, as required
• Best-practice bookkeeping advice and counsel

Year End

• Assistance with 1099-NEC preparation*
• Assistance with 1099-MISC preparation*
• Year-end financial statements and period-end closing

What We Don’t Do

Pay bills

We do not offer bill-pay services at this time, nor do we manage Accounts Payable (AP) or Accounts Receivable (AR).

Payroll tax responsibility

Our bookkeepers can assist you in setting up your initial payroll service in QBO or Gusto. We are not responsible for entering payroll hours/salary, accruing payroll taxes, nor the transmittal of payroll taxes to the IRS or the state.  Your full-service payroll provider (QBO, Gusto, or whatever other service a client uses) will be the responsible party for payroll and payroll tax compliance.

*Payroll deductions and benefits

We provide assistance with setting up a payroll account in either Quickbooks Online or Gusto, including entry of employee data.  We do not assist in state registrations, benefits, or advise on deductions.  Those service areas are provided directly by either QBO or Gusto.

Preparation of W2s

Similar to the last item, your full-service payroll provider (QBO/Gusto) is responsible for preparation of Form W2 for employees.

Sales tax reporting

For those nonprofits that sell taxable goods and/or services, your bookkeeper will assist in accounting for sales taxes collected and transmitted, but we do not prepare state sales tax reports.

Donation recording

We do not provide individual donation data entry into your neither your donor CRM nor Quickbooks Online, nor do we prepare year-end donor acknowledgements.

Administrative tasks

We cannot provide administrative services unrelated to our bookkeeping function.

Attend board meetings

Due to the constraints of time and distance, we are unable to be present, physically nor virtually, at a meeting of a client’s board of directors.*May incur additional fee per 1099-NEC or 1099-MISC.

Contact us today to schedule your consultation.

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In this evolving economic landscape, collaboration with our firm offers clients a strategic advantage. With Cambodia’s reform-driven investment environment and Canada’s expanding footprint in Southeast Asia, our team of experienced consultants and legal advisors provides tailored guidance to help businesses navigate cross-border opportunities. We focus in developing comprehensive legal strategies, structuring international partnerships, and ensuring compliance in emerging markets.

By leveraging our regional insight and international expertise, you benefit from a trusted partner dedicated to helping you capitalize on growth potential in Cambodia and beyond.

At Northfield & Associates are focus in Foreign Direct Investment (FDI), international trade missions, and cross-border legal strategy. Our team of experienced consultants and legal advisors offers tailored guidance and strategic insight to help you navigate the complexities of international partnerships and development opportunities.

Whether you choose to meet in person at one of our offices or connect virtually, we provide flexible and accessible consultation options. During your session, we’ll assess your goals, review key documentation, and guide you through every stage of your FDI or trade mission engagement.

Let us help you take the next step with confidence supported by trusted legal and strategic counsel every step of the way.

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Disclaimer: The information contained in this article is provided for general information purposes only and does not constitute legal or other professional advice. Readers should seek tailored legal advice in relation to their personal circumstances.

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About Northfield

Northfield & Associates International Corporation is a global consulting firm serving private enterprises, public institutions, not-for-profit organizations, and institutional capital providers. Operating across Cambodia, Canada, and global markets, the firm supports capital deployment, regulatory navigation, and enterprise decision-making in complex economic and geopolitical environments. Northfield & Associates delivers customized, execution-focused advisory solutions that drive measurable transformation, strengthen competitiveness, and enhance long-term highest value opportunities. The firm incorporates consulting, legal, regulatory, financial, and risk expertise to enable disciplined capital allocation, strong governance, and operational resilience. Northfield & Associates upholds a culture of applied insight and innovation, supporting clients across digital transformation, growth strategy, and organizational capability building. The firm advises individual, leading global corporations, midsize enterprises, government agencies, and mission-driven organizations through long-term partnerships. Enterprise-wide risk management, professional ethics, and fiduciary standards are embedded across all operations. Northfield & Associates’ diverse, globally unified teams are committed to execution certainty and sustainable, risk-adjusted returns aligned with ESG and stakeholder objectives.

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Forward-looking information is subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: the failure to finalize negotiations concerning the increase of the Loan or to close such transaction and the failure of the Company to complete the acquisition of the Company Facility; operating performance of facilities; environmental and safety risks; delays in obtaining or failure to obtain necessary permits and approvals from government authorities; unavailability of plant, equipment or labour; inability to retain key management and personnel; changes to regulations or policies affecting the Company’s activities; and the other risks disclosed under the heading “Risk Factors” and elsewhere in the Company’s amended annual information.

Forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.

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Understanding charity audit requirements in Canada can feel overwhelming for nonprofit leaders and board members. The Canada Revenue Agency (CRA) has specific rules about when charities need audits, reviews, or other financial statements.

This guide breaks down everything Canadian charities need to know about audit requirements. It covers CRA thresholds, provincial rules, and practical steps to stay compliant.

Whether running a small volunteer organization or managing a large registered charity, this article explains exactly what financial reporting obligations apply.

Do All Charities in Canada Need an Audit?

Not every charity in Canada needs a full audit. The requirement depends on annual revenue, provincial location, and funding sources.

Many smaller charities can meet their obligations with less expensive financial reviews. Understanding these distinctions saves money and ensures compliance.

Revenue Threshold Requirements

The CRA sets clear revenue thresholds that determine what type of financial statement a charity needs.

For charities with annual revenue under $250,000:

• No audit or review engagement required
• A Compilation Engagement financial statement is acceptable
• Must still file the annual T3010 return

For charities with revenue between $250,000 and $1 million:

• A review engagement is required
• Review engagements provide limited assurance
• Less costly than a full audit

For charities with revenue over $1 million:

• A full audit is mandatory
• Must be conducted by a licensed public accountant
• Provides the highest level of financial assurance

These thresholds apply to the charity’s total revenue in a fiscal year. This includes donations, grants, program revenue, and investment income.

Provincial vs Federal Requirements

Provincial legislation can impose stricter requirements than federal CRA rules. Charities must follow whichever standard is more stringent.

Ontario charities incorporated under the Ontario Corporations Act may face additional audit requirements. The Ontario Public Guardian and Trustee oversees certain charities.

British Columbia charities under the Societies Act have specific audit thresholds. These sometimes differ from CRA requirements.

Quebec charities must comply with both federal and provincial nonprofit legislation. Quebec has unique reporting requirements for registered charities.

When provincial and federal requirements conflict, the charity must meet the stricter standard. This often means completing an audit even if CRA wouldn’t require one.

Understanding CRA Audit Requirements for Registered Charities

The CRA has established a framework that balances accountability with the practical realities of charity operations. These requirements ensure transparency while recognizing that smaller organizations have limited resources.

What the Canada Revenue Agency Requires

Every registered charity in Canada must file an annual T3010 Registered Charity Information Return. This return includes financial statements appropriate to the charity’s size.

The CRA requires these financial statements to be prepared by someone with accounting expertise. For larger charities, this means hiring a qualified accountant or auditor.

Key CRA requirements include:

• Annual T3010 filing within six months of the fiscal year-end
• Financial statements prepared using recognized accounting standards
• Proper documentation of all revenue and expenses
• Detailed reporting on programs and activities

The level of financial statement assurance increases with the charity’s revenue. This graduated approach recognizes that larger charities handling more public money need stronger oversight.

Revenue Categories and Their Requirements

Here’s a clear breakdown of what each revenue level requires:

Compilation Engagement statements involve the accountant compiling financial information without providing assurance. The accountant doesn’t verify the numbers independently.

Review Engagement statements provide limited assurance. The accountant performs analytical procedures and inquiries but doesn’t test underlying evidence as extensively as an audit.

Audit statements provide reasonable assurance. The auditor independently verifies financial information through detailed testing and evidence gathering.

Charities that exceed a revenue threshold partway through the year should plan ahead. The requirement applies based on the total annual revenue for that fiscal year.

Who Can Conduct Your Charity Audit?

Not every accountant can perform charity audits in Canada. Specific qualifications and licensing are required.

Auditor qualifications include:

• Current CPA (Chartered Professional Accountant) designation
• Valid public accounting licence in the province
• Independence from the charity being audited
• Professional liability insurance

The auditor cannot be a board member, employee, or have any financial interest in the charity. This independence ensures objectivity.

Some provinces require auditors to have specific experience with nonprofit organizations. Charities should verify their auditor’s qualifications before engagement.

Review Engagement vs Audit: What’s the Difference?

Many charities wonder whether they need a review or an audit. Understanding the differences helps with budgeting and planning.

Scope of work:

• Reviews involve analytical procedures and inquiries
• Audits include detailed testing of transactions and balances
• Audits require more documentation and evidence
• Reviews take less time to complete

Level of assurance:

• Reviews provide “limited assurance” (also called negative assurance)
• Audits provide “reasonable assurance” (positive assurance)
• Neither provides absolute certainty about financial statements

Cost implications:

• Reviews typically cost 40-60% less than audits
• Audit costs range from $5,000 to $25,000+, depending on charity size
• Review costs range from $2,000 to $10,000 for most charities

Charities right at the threshold should consider their trajectory. Organizations expecting growth might benefit from starting audit relationships early.

Special Audit Requirements for Canadian Charities

Beyond basic CRA thresholds, certain situations trigger additional audit requirements. These special circumstances affect many Canadian charities.

First-Year Charities

Newly registered charities have unique reporting requirements during their initial year of operation.

New charities must file their first T3010 return within six months of their first fiscal year-end. The financial statement requirement depends on projected revenue.

Many new charities start with minimal revenue. They can often use Compilation Engagement statements initially.

The CRA pays close attention to first-year filings. New charities should ensure financial statements clearly show how funds were used for charitable purposes.

Charities Receiving Government Funding

Government grants often come with strings attached. These funding agreements frequently require audits regardless of the charity’s total revenue.

Common government funding requirements:

• Annual audited financial statements
• Separate audits of specific programs or grants
• Compliance audits verifying proper use of funds
• Enhanced reporting on outcomes and deliverables

Federal government contribution agreements almost always require audits. Provincial and municipal funding may have varying requirements.

Charities should review contribution agreements carefully before accepting government funding. The audit costs must fit within the project budget.

Charities Operating Internationally

Canadian charities conducting activities outside Canada face enhanced scrutiny and reporting requirements.

The CRA requires detailed documentation of international activities. This includes information about foreign partners, money transfers, and program outcomes.

International operations may trigger:

• More detailed financial reporting
• Enhanced audit procedures for foreign activities
• Additional due diligence on overseas partners
• Anti-terrorism compliance measures

Auditors must specifically examine international transactions. They verify that funds reached intended beneficiaries and served legitimate charitable purposes.

Charities working internationally should maintain meticulous records. This includes partnership agreements, transfer documentation, and activity reports.

Common Audit Compliance Challenges for Canadian Charities

Even well-meaning charities struggle with audit compliance. Understanding common challenges helps organizations prepare better.

Budget Constraints

Professional audits represent a significant expense for many charities. Smaller organizations often find audit costs challenging to manage.

The average charity audit costs between $5,000 and $15,000. Larger or more complex organizations may pay $25,000 or more.

Strategies to manage audit costs:

• Maintain organized financial records throughout the year
• Prepare a complete audit file before the auditor arrives
• Use accounting software that generates standard reports
• Bundle multiple years with the same auditor for better rates

Some charities allocate 1-3% of their annual budget to audit costs. This planning prevents last-minute scrambling when the audit comes due.

Documentation and Record-Keeping

Poor documentation is the most common cause of audit difficulties. Auditors need specific records to complete their work efficiently.

Essential documents auditors require:

• Bank statements and reconciliations for all accounts
• Donation receipts and donor records
• Expense receipts and approval documentation
• Board meeting minutes and resolutions
• Contracts and agreements with vendors
• Grant agreements and funding correspondence

Missing documentation extends audit timelines and increases costs. It can also raise red flags with auditors and the CRA.

Charities should implement document retention policies. Most financial records should be kept for a minimum of seven years.

Related Party Transactions

The CRA scrutinizes transactions between charities and related parties. Related parties include board members, employees, their families, and connected organizations.

Related party transactions aren’t prohibited. However, they must be properly documented and conducted at fair market value.

Common related party issues:

• Board members providing services to the charity
• Renting property from a director or their family
• Purchasing goods from a business owned by a staff member
• Loans to or from related parties

Every related party transaction needs clear documentation. This includes evidence of fair market value, board approval, and legitimate charitable purpose.

Auditors will specifically test related party transactions. Inadequate documentation can result in CRA penalties or even loss of charitable status.

Penalties for Non-Compliance with Audit Requirements

The CRA takes audit compliance seriously. Failing to meet financial reporting requirements can have severe consequences for charities.

CRA Sanctions

The CRA has a range of enforcement tools for charities that don’t comply with audit requirements.

Initial non-compliance typically results in:

• Compliance letters outlining deficiencies
• Requests for additional information
• Extended filing deadlines with warnings

If a charity doesn’t respond or fix the problems, the CRA escalates enforcement.

More serious sanctions include:

• Financial penalties up to $500 per day for late filings
• Suspension of tax receipting privileges
• Formal compliance audits by CRA auditors
• Public listing on the CRA’s non-compliant charities list

The most severe penalty is revocation of charitable status. Once revoked, the organization loses its registration and must pay revocation tax on remaining assets.

Revocation appears on the CRA’s website. This public record severely damages the organization’s reputation and fundraising ability.

How to Correct Audit Deficiencies

Charities that have fallen behind on audit requirements should act quickly. The CRA is often willing to work with organizations making genuine efforts to comply.

Steps to correct audit problems:

1. Contact the CRA immediately to explain the situation
2. Hire a qualified accountant or auditor promptly
3. Prepare all missing financial statements
4. File outstanding T3010 returns as soon as possible
5. Implement systems to prevent future non-compliance

The CRA’s Voluntary Disclosures Program allows charities to come forward voluntarily. This can reduce or eliminate penalties in some cases.

Organizations should document all efforts to regain compliance. This shows good faith and can influence the CRA’s response.

How to Prepare for Your Charity Audit

Proper preparation makes audits smoother, faster, and less expensive. Year-round organization is the key to successful audits.

12-Month Preparation Checklist

Smart charities don’t wait until audit time to organize their finances. These monthly tasks keep everything audit-ready.

Monthly tasks:

• Reconcile all bank accounts to accounting records
• Review and categorize all transactions
• File receipts and supporting documentation
• Back up financial data securely

Quarterly tasks:

• Review financial statements for accuracy
• Update donation receipt records
• Verify payroll and tax remittances
• Check that restricted fund accounting is current

Annual tasks:

• Conduct board-approved budget reviews
• Update accounting policies if needed
• Review and renew insurance coverage
• Prepare preliminary year-end financial statements

Maintaining organized records throughout the year significantly reduces audit costs. Auditors work more efficiently when information is readily available.

Working with Your Auditor

The audit relationship works best when built on clear communication and mutual respect.

Timeline considerations: Most audits take 2-4 weeks from start to finish. Complex organizations may need longer.

Book the auditor early. Many accounting firms schedule charity audits in the spring and fall.

Provide a single point of contact for the auditor. This person should have access to all financial records and staff.

During the audit, expect the auditor to:

• Request specific documents and explanations
• Interview key staff and possibly board members
• Visit the charity’s premises
• Ask questions about unusual transactions
• Test internal controls and procedures

The auditor will issue a management letter along with the audit report. This letter identifies areas for improvement, even if no major problems exist.

Take management letter recommendations seriously. They help strengthen the charity’s financial management and prevent future issues.

Changes to Charity Audit Requirements in Recent Years

The regulatory landscape for Canadian charities continues to evolve. Staying informed about changes helps organizations maintain compliance.

The CRA periodically updates its guidance on charity financial reporting. Recent years have seen increased focus on transparency and accountability.

Recent changes include:

• Enhanced reporting requirements for foreign activities
• Stricter documentation standards for donation receipts
• Updated guidance on acceptable accounting frameworks
• New reporting fields on the T3010 return

The federal government has also discussed modernizing charity legislation. Proposed changes could affect audit thresholds and requirements in the future.

Charities should monitor CRA announcements and newsletters. The CRA Charities Directorate publishes updates on policy changes.

Professional accounting associations also provide updates on charity sector changes. Attending workshops or webinars keeps board members and staff informed.

Conclusion

Understanding charity audit requirements in Canada is essential for maintaining CRA compliance and protecting your organization’s charitable status. The key is knowing which revenue threshold applies to your charity—under $250,000 requires Notice to Reader statements, $250,000 to $1 million needs review engagements, and over $1 million mandates full audits. Provincial requirements and funding agreements can add additional layers of complexity.

Navigating these audit requirements doesn’t have to be overwhelming with the right accounting partner. B&H Charity Accounting Firm specializes in helping Canadian charities of all sizes meet their CRA obligations while managing costs effectively. Our team understands the unique challenges charities face and provides clear guidance tailored to your organization’s specific needs.

Ready to ensure your charity meets all audit requirements? 

Navigating director compensation rules can be complex.

Contact Northfield & Associates for expert guidance on compliance requirements. Our team understands Canadian charity law and can help ensure your organisation follows proper procedures.

Get professional support today by email at info@northfield.biz, by phone at (416) 317-6806, or visit us or Schedule your free consultation to discuss your specific circumstances and receive expert assistance throughout the reinstatement process with our experienced legal team.

Frequently Asked Questions

Here are answers to common questions about charity audit requirements in Canada.

What is a charity audit in Canada?

A charity audit in Canada is an independent examination of a charity’s financial statements by a licensed Chartered Professional Accountant (CPA). The auditor reviews financial records, tests transactions, and verifies accuracy. An audit provides the highest level of assurance that the charity’s finances are properly reported and comply with Canadian accounting standards.

When does a Canadian charity need audited financial statements?

Canadian charities with annual revenue over $1 million must have audited financial statements. Charities with revenue between $250,000 and $1 million need review engagements instead. Organizations with revenue under $250,000 can use Compilation Engagement statements. Provincial laws or funding agreements may require audits at lower revenue levels regardless of CRA thresholds.

Does the CRA require every charity to file audited financial statements?

No, the CRA does not require every charity to file audited financial statements. Only charities with revenue over $1 million must submit audited statements with their annual T3010 return. Smaller charities can file review engagements or Compilation Engagement statements depending on their revenue level. Every registered charity must file the T3010 return, but the type of financial statement required varies based on organizational size.

Why could the CRA audit a charity?

The CRA may audit a charity for several reasons. Common triggers include concerns about fund usage, complaints from donors or the public, unusual financial patterns on T3010 returns, questionable related party transactions, or failure to file returns on time. The CRA also conducts random audits to verify sector-wide compliance. International activities, rapid growth, or significant operational changes can prompt CRA review.

How can a charity in Canada prepare for an audit?

Charities should maintain organized financial records throughout the year. Keep all bank statements, donation receipts, expense documentation, and board meeting minutes properly filed. Reconcile bank accounts monthly and ensure transactions are properly categorized. Document related party transactions clearly with board approval. Prepare a complete audit file before the auditor arrives. Choose an experienced CPA who specializes in charity audits and book their services well in advance.

Legal Sources & References

• Source: CRA: Financial statements (Compilation vs. Review vs. Audit)

What Are Articles of Incorporation and Why Do They Matter in Canada?

Incorporating a business or charity in Canada requires several key steps, one of the most critical being the filing of Articles of Incorporation. These documents provide the legal foundation for the organization, outlining its structure, purpose, and governance. Whether you’re setting up a business or a charity, understanding the importance of Articles of Incorporation is crucial. So, what exactly are they, and why do they matter?

What Are Articles of Incorporation?

Articles of Incorporation are legal documents filed with the appropriate government authority when you want to form a Nonprofit corporation. In Canada, the process differs slightly depending on whether you incorporate federally or provincially. Federally, you would submit the articles to Corporations Canada, whereas, for provincial incorporation, the relevant provincial or territorial registry is used (e.g., British Columbia’s Corporate Registry).

These articles act as the “constitution” of the corporation, setting out key information about the organization’s purpose, structure, and legal status. They help define the scope and authority of your corporation and ensure that it operates within legal guidelines.

What Information Do Articles of Incorporation Include?

Articles of Incorporation must include specific details about your corporation. Though the exact requirements can vary slightly between federal and provincial incorporations, the general content includes:

1. Corporate Name: This is the official legal name under which the corporation will operate. Ensure that the name is unique and complies with naming rules set by the province or federal government.
2. Corporate Purpose: This outlines the general purpose of the corporation. For example, a charity may state that its purpose is to provide educational resources, while a business might describe its intention to sell goods or services.
3. Share Structure: If the corporation will have shareholders, the articles will need to specify the types of shares available, the number of shares the corporation is authorized to issue, and any special rights or restrictions tied to those shares.
4. Directors and Officers: Articles of Incorporation generally include details on the number of directors the corporation will have, as well as the initial directors who will manage the corporation.
5. Registered Office: The articles should specify the physical location of the corporation’s registered office. This is the address where official correspondence will be sent.
6. Incorporator’s Information: The person or people responsible for filing the Articles of Incorporation must include their names and signatures.

The Importance of Articles of Incorporation in Canada

Legal Recognition and Protection: Once you file the Articles of Incorporation, your business or charity becomes a separate legal entity. This separation protects the owners from personal liability for the corporation’s debts and obligations.

Corporate Structure: The Articles of Incorporation provide the blueprint for how the corporation will be run, from who can own shares to who makes decisions. They provide clarity for investors, board members, and other stakeholders.

Fundraising and Donations: For charities, having proper Articles of Incorporation is often a prerequisite for applying for tax-exempt status with the Canada Revenue Agency (CRA). Without it, a charity may be unable to issue donation receipts, making fundraising more challenging.

Governance and Compliance: By establishing clear guidelines for governance, the Articles of Incorporation help ensure that a corporation operates in compliance with relevant laws. For charities, this can be particularly important, as failing to comply with these rules can result in the revocation of charitable status.

Federal vs. Provincial Incorporation in Canada

In Canada, businesses and charities can choose to incorporate either federally or provincially. Each option has its own advantages and requirements:

• Federal Incorporation: Incorporating federally allows your corporation to operate under the same name across all provinces and territories in Canada. This option is ideal for companies or charities that plan to operate in multiple jurisdictions. Federal corporations are governed by the Canada Business Corporations Act (CBCA) or the Canada Not-for-profit Corporations Act (CNCA).
• Provincial Incorporation: If you choose to incorporate provincially, your corporation can only operate within that specific province. Each province has its own legislation for corporations, such as British Columbia’s Business Corporations Act (BCBCA) or Ontario Not-for-Profit Corporations Act (ONCA).

It’s important to note that federal incorporation often involves slightly more administrative work since the corporation must comply with both federal and provincial laws. However, it offers greater flexibility when operating across Canada.

How to File Articles of Incorporation in Canada

Filing the Articles of Incorporation involves submitting the required forms and documents to the relevant government authority. Here’s a general outline of the steps:

1. Choose Your Corporate Name: Before filing, you must ensure that your chosen corporate name is available and complies with the applicable naming guidelines. You can conduct a NUANS (Newly Upgraded Automated Name Search) report to check name availability at the federal level or use the provincial search systems in British Columbia, Ontario, or other regions.
2. Prepare the Articles: Draft the Articles of Incorporation, including all necessary information such as the corporate name, share structure, and purpose. Templates are often available from government websites to guide you.
3. File with the Government: Submit the completed Articles of Incorporation to the appropriate registry. For federal incorporation, this would be through Corporations Canada, while for provincial incorporation, it would be the relevant provincial body.
4. Pay the Fees: Incorporation fees vary depending on whether you are filing federally or provincially. For example, federal incorporation costs about $200, while provincial fees can vary depending on the province.
5. Receive Your Certificate of Incorporation: Once approved, you will receive a Certificate of Incorporation confirming that your business or charity is officially recognized as a legal entity.

Why Should You Incorporate?

Incorporation offers several benefits that make it a popular choice for both businesses and charities in Canada:

1. Limited Liability: Incorporation protects the personal assets of the owners from the corporation’s liabilities.
2. Credibility: Incorporating can enhance the credibility of your business or charity, making it more attractive to investors and donors.
3. Tax Benefits: Corporations, especially registered charities, may be eligible for various tax benefits, including reduced income tax rates and the ability to issue donation receipts.
4. Perpetual Existence: Unlike a sole proprietorship or partnership, a corporation has a perpetual existence, meaning it continues to exist even if the original owners or directors leave.

Articles of Incorporation are the cornerstone of forming a business or charity in Canada. They provide the legal framework for your organization and help establish its legitimacy and governance. Whether you choose to incorporate federally or provincially, it’s essential to understand the requirements and processes involved. Incorporating offers many benefits, from limited liability to tax advantages, making it a crucial step for anyone looking to establish a lasting and legally sound organization in Canada.

Frequently Asked Questions

Starting a business in Canada means dealing with paperwork. We know you have questions about articles of incorporation. Here are the answers to help you understand this important legal document and get your business started on the right track.

What Is the Purpose of the Articles of Incorporation?

We use articles of incorporation to create a legal corporation in Canada. This document officially brings your business to life in the eyes of the law. It gives your company the right to operate, own property, and enter contracts. Without articles of incorporation, your business cannot exist as a corporation.

The articles also protect your personal assets. When we incorporate, we create a separate legal entity. This means the corporation’s debts and problems stay with the business, not with you personally.

How Do You Write Articles of Incorporation?

We start by gathering key information about our business:

• Company name
• Business address
• Number and type of shares
• Names of directors
• Business purpose

Next, we fill out the required forms. In Canada, we use different forms depending on our province. Most provinces have online systems that make this process easier.

We must include specific details like:

• How many people can serve as directors
• What powers the corporation has
• Any limits on business activities

Many business owners hire lawyers or use incorporation services to help with this step. The paperwork must be perfect to avoid delays.

Can One Person Submit Articles of Incorporation?

Yes, one person can submit articles of incorporation in Canada. We call this a single-shareholder corporation. You can be the only director, officer, and shareholder of your company.

However, we need to meet certain requirements:

• You must be at least 18 years old
• You need to be a Canadian resident
• Some provinces require at least 25% of directors to be Canadian residents

One-person corporations work well for freelancers, consultants, and small business owners who want liability protection.

How to Find Articles of Incorporation in Canada?

We can search for articles of incorporation through government databases. Each province has its own system:

Federal corporations: Search through Corporations Canada online databaseProvincial corporations: Check your province’s business registry

Most searches require:

• Company name or registration number
• Province of incorporation
• Small search fee

We can also request copies directly from the government office that handles corporate records in your province.

How to Get a Certificate of Incorporation in Canada?

We receive a certificate of incorporation after our articles get approved. Here’s how the process works:

1. Submit articles of incorporation with all required documents
2. Pay filing fees (usually $200-$500 depending on province)
3. Wait for processing (typically 1-5 business days)
4. Receive certificate by mail or email

The certificate proves our corporation exists legally. We need this document to:

• Open business bank accounts
• Apply for business licenses
• File tax returns
• Sign contracts as a corporation

Keep multiple copies of this certificate. We’ll need it throughout our business operations.

What Is the Certificate Number on Articles of Incorporation in Canada?

The certificate number is our corporation’s unique identification number. Every corporation in Canada gets one when we incorporate. This number appears on our certificate of incorporation.

We use this number for:

• Government filings and reports
• Tax documents
• Banking applications
• Business license applications

The number format depends on where we incorporate:

• Federal corporations: Start with numbers like 123456789
• Provincial corporations: Each province has its own format

Write down this number and keep it safe. We’ll need it for many business activities throughout our company’s life.

Why Do Articles of Incorporation Matter?

Articles of incorporation create the foundation of our business. They establish our corporation as a separate legal entity with its own rights and responsibilities. Without them, we cannot:

• Protect our personal assets from business debts
• Issue shares to investors
• Take advantage of corporate tax benefits
• Build business credit separate from personal credit

These documents also provide credibility with customers, suppliers, and lenders. They show we run a legitimate, properly structured business.

Working with Our Firm

In this evolving economic landscape, collaboration with our firm offers clients a strategic advantage. With Cambodia’s reform-driven investment environment and Canada’s expanding footprint in Southeast Asia, our team of experienced consultants and legal advisors provides tailored guidance to help businesses navigate cross-border opportunities. We focus in developing comprehensive legal strategies, structuring international partnerships, and ensuring compliance in emerging markets.

By leveraging our regional insight and international expertise, you benefit from a trusted partner dedicated to helping you capitalize on growth potential in Cambodia and beyond.

At Northfield & Associates are focus in Foreign Direct Investment (FDI), international trade missions, and cross-border legal strategy. Our team of experienced consultants and legal advisors offers tailored guidance and strategic insight to help you navigate the complexities of international partnerships and development opportunities.

Whether you choose to meet in person at one of our offices or connect virtually, we provide flexible and accessible consultation options. During your session, we’ll assess your goals, review key documentation, and guide you through every stage of your FDI or trade mission engagement.

Let us help you take the next step with confidence supported by trusted legal and strategic counsel every step of the way.

Take the First Step Today

If you believe you may be eligible for legal relief or simply need sound legal advice, we’re here to help. Contact us today to book your consultation. Let us provide the clarity, strategy, and peace of mind you need to move forward.

We serve our clients in English, Cambodian, Vietnamese, Mandarin and Cantonese, especially in Asian clients.

• If you or anybody that you know, think that you meet the requirements and wish to receive further information.
• We can help you start the application process and confirm eligibility requirements to participate.
• We Offer Consultations & Meetings by Phone & Virtually. Affordable Fees.

About Northfield

Northfield & Associates International Corporation is a global consulting firm serving private enterprises, public institutions, not-for-profit organizations, and institutional capital providers. Operating across Cambodia, Canada, and global markets, the firm supports capital deployment, regulatory navigation, and enterprise decision-making in complex economic and geopolitical environments. Northfield & Associates delivers customized, execution-focused advisory solutions that drive measurable transformation, strengthen competitiveness, and enhance long-term highest value opportunities. The firm incorporates consulting, legal, regulatory, financial, and risk expertise to enable disciplined capital allocation, strong governance, and operational resilience. Northfield & Associates upholds a culture of applied insight and innovation, supporting clients across digital transformation, growth strategy, and organizational capability building. The firm advises individual, leading global corporations, midsize enterprises, government agencies, and mission-driven organizations through long-term partnerships. Enterprise-wide risk management, professional ethics, and fiduciary standards are embedded across all operations. Northfield & Associates’ diverse, globally unified teams are committed to execution certainty and sustainable, risk-adjusted returns aligned with ESG and stakeholder objectives.

Forward-Looking Information

This news release contains forward-looking information. All statements, other than statements of historic fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future constitute forward-looking information.

This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company.

Forward-looking information is subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: the failure to finalize negotiations concerning the increase of the Loan or to close such transaction and the failure of the Company to complete the acquisition of the Company Facility; operating performance of facilities; environmental and safety risks; delays in obtaining or failure to obtain necessary permits and approvals from government authorities; unavailability of plant, equipment or labour; inability to retain key management and personnel; changes to regulations or policies affecting the Company’s activities; and the other risks disclosed under the heading “Risk Factors” and elsewhere in the Company’s amended annual information.

Forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.

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NOT LEGAL ADVICE. Information made available on this website in any form is for information purposes only. It is not, and should not be taken as, legal advice. You should not rely on, or take or fail to take any action based upon this information. Never disregard professional legal advice or delay in seeking legal advice because of something you have read on this website. Northfield & Associates professionals will be pleased to discuss resolutions to specific legal concerns you may have.

Sample Bylaws for Not-for-Profits and Charities in Canada

We are often asked by not-for-profits for a sample of bylaws that they can use for their Not-for-Profit and Charity.

Below is a bylaw template which can be used by Not-for-Profits incorporated specifically in Ontario. It was drafted with the pending ONCA legislation, which is likely to come into force in the coming year (2022/2023)

Please see our sister post with sample bylaws which can be used specifically by Not-for-Profits incorporated federally, under the Not-for-Profits Act (Canada).

Note that:

1. Bylaws have unlimited possibilities which can have a very real impact on  the long-term viability of a not-for-profit, so it is recommended that your bylaws should be carefully reviewed by a lawyer who specializes in charity and not-for-profit law, to ensure that all governance risks are addressed.

2. The bylaws sample below is specifically for single class membership nonprofits. We typically recommend dual membership classes for greater control to our non-for-profit and charity clients. For a sample of dual membership class bylaws, please contact our office at the number below.

‍

BYLAW NO. 1

A bylaw relating generally to the transaction of the business and affairs of __________________ (the “Corporation”).

1. General

1. Definitions
2. “Act” means the Corporations Act (Ontario) until such time as the Ontario

Not-for-profit Corporations Act, 2010, (“ONCA”) is proclaimed in force, and thereafter shall mean the ONCA, together with the Regulations as from time to time is amended and every statute and Regulation that may be substituted therefore and, in the case of such substitution, any reference in these bylaws to provisions of the Act shall be read as references to the substituted provisions in the new statutes or Regulations;

2. “AGM” means the Annual General Meeting;
3. “Board” means the board of directors of the Corporation;
4. “Director” means an individual occupying the position of director of the Corporation by whatever name he or she is called;
5. “Member” means a member of the Corporation;
6. “Members” means all classes of membership in the Club as set out in Article 8; and
7. “Meeting of the Members” means any meetings of the classes of membership.
8. Interpretation

Other than as specified in Section 1.01, all terms contained in this By-law that are defined in the Act shall have the meanings given to such terms in the Act. Words importing the singular include the plural and vice versa, and words importing one gender include all genders.

3. Severability and Precedence

The invalidity or unenforceability of any provision of this By-law shall not affect the validity or enforceability of the remaining provisions of this By-law. If any of the provisions contained in the by-laws are inconsistent with those contained in the Articles or the Act, the provisions contained in the Articles or the Act, as the case may be, shall prevail.

4. Seal

The seal of the Corporation, if any, shall be in the form determined by the Board.

5. Execution of Contracts

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two of its Officers or Directors. In addition, the Board may from time to time direct the manner in which and the person by whom a particular document or type of document shall be executed. Any Director or Officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.

1. Election and Term
2. Directors

The Directors shall be elected by the Members. The term of office of the Directors (subject to the provisions, if any, of the articles) shall be from the date of the meeting at which they are elected or appointed until the next annual meeting or until their successors are elected or appointed. At the end of their respective term each Director may stand for re-election.

2. Vacancies

The office of a Director shall be vacated immediately:

1. if the Director resigns office by written notice to the Corporation, which resignation shall be effective at the time it is received by the Corporation or at the time specified in the notice, whichever is later;
2. if the Director dies;
3. if the Director becomes bankrupt;
4. if the Director is found to be incapable of managing property by a court or under Ontario law; or
5. if, at a meeting of the Members, a resolution is passed by at least a majority of the votes cast by the Members removing the Director before the expiration of the Director’s term of office.
6. Filling Vacancies

A vacancy on the Board shall be filled only by a vote of the Members.

4. Committees

Committees may be established by the Board as follows:

1. The Board may appoint from their number a managing Director or a committee of Directors and may delegate to the managing Director or committee any of the powers of the Directors excepting those powers set out in the Act that are not permitted to be delegated; and
2. Subject to the limitations on delegation set out in the Act, the Board may establish any committee it determines necessary for the execution of the Board’s responsibilities. The Board shall determine the composition and terms of reference for any such committee. The Board may dissolve any committee by resolution at any time.
3. Remuneration of Directors

No Director shall directly or indirectly receive any profit from occupying the position of Director or from providing services to the Corporation in another capacity. However, Directors may be reimbursed for reasonable expenses that they incur in either of those capacities.

1. Calling of Meetings
2. Board Meetings
   

Meetings of the Directors may be called by the Chair, president or any two Directors at any time and any place on notice as required by this by-law

2. Regular Meetings

The Board may fix the place and time of regular Board meetings and send a copy of the resolution fixing the place and time of such meetings to each Director, and no other notice shall be required for any such meetings.

3. Notice

Notice of the time and place for the holding of a meeting of the Board shall be given in the manner provided in Section 10 of this by-law to every Director of the Corporation not less than seven days before the date that the meeting is to be held. Notice of a meeting is not necessary if all of the Directors are present, and none objects to the holding of the meeting, or if those absent have waived notice or have otherwise signified their consent to the holding of such meeting. If a quorum of Directors is present, each newly elected or appointed Board may, without notice, hold its first meeting immediately following the annual meeting of the Corporation.

4. Chair

The Chair shall preside at Board meetings. In the absence of the Chair, the Directors present shall choose one of their number to act as the Chair.

5. Voting

Each Director has one vote. Questions arising at any Board meeting shall be decided by a majority of votes. In case of an equality of votes, the Chair shall have a second vote or casting vote.

6. Participation by Telephone or Other Communications Facilities

If all of the Directors of the Corporation consent, a Director may participate in a meeting of the Board or of a committee of Directors by telephonic or electronic means that permit all participants to communicate adequately with each other during the meeting. A Director participating by such means is deemed to be present at that meeting.

1. Banking
2. Financial
   

The Board shall by resolution from time to time designate the bank in which the money, bonds or other securities of the Corporation shall be placed for safekeeping.

2. Financial Year

The financial year of the Corporation ends on December 31 in each year or on such other date as the Board may from time to time by resolution determine.

1. Officers
2. Officers

The Board shall appoint from among the Directors a Chair and may appoint any other person to be president, treasurer and secretary at its first meeting following the annual meeting of the Corporation. The office of treasurer and secretary may be held by the same person and may be known as the secretary-treasurer. The office of Chair and president may also be held by the same person. The Board may appoint such other Officers and agents as it deems necessary, and who shall have such authority and shall perform such duties as the Board may prescribe from time to time.

2. Office Held at Board’s Discretion

Any Officer shall cease to hold office upon resolution of the Board.

3. Duties

Officers shall be responsible for the duties assigned to them and they may delegate to others the performance of any or all of such duties.

4. Duties of the Chair

The Chair shall perform the duties described in sections 3.04 and 9.05 and such other duties as may be required by law or as the Board may determine from time to time.

5. Duties of the President

The president shall perform the duties described in Schedule A and such other duties as may be required by law or as the Board may determine from time to time

6. Duties of the Treasurer

The treasurer shall perform the duties described in Schedule B and such other duties as may be required by law or as the Board may determine from time to time.

7. Duties of the Secretary

The secretary shall perform the duties described in Schedule C and such other duties as may be required by law or as the Board may determine from time to time.

6. Protection of Directors and Others
7. Protection of Directors and Officers

No Director, Officer or committee member of the Corporation is be liable for the acts, neglects or defaults of any other Director, Officer, committee member or employee of the Corporation or for joining in any receipt or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by resolution of the Board or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the money of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or Corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office or trust provided that they have:

1. complied with the Act and the Corporation’s articles and By-laws; and
2. exercised their powers and discharged their duties in accordance with the Act.
3. Conflict of Interest
4. Conflict of Interest

A Director who is in any way directly or indirectly interested in a contract or transaction, or proposed contract or transaction, with the Corporation shall make the disclosure required by the Act. Except as provided by the Act, no such Director shall attend any part of a meeting of Directors or vote on any resolution to approve any such contract or transaction.

1. Members
2. Members
   

The Board may, by resolution, approve the admission of the Members of the Corporation. Members may also be admitted in such other manner as may be prescribed by the Board by resolution. The following conditions of Membership shall apply:

Members shall be individuals who have applied and been accepted for Membership in the Corporation. The term of Membership shall be one year, subject to renewal in accordance with the policies of the Corporation.

Subject to the Act and the Letters Patent, each Member is entitled to receive notice of, attend, and vote at all meetings of Members, and each Member shall be entitled to one (1) vote at such meetings.

2. Membership

A Membership in the Corporation is not transferable and automatically terminates if the Member resigns or such Membership is otherwise terminated in accordance with the Act.

3. Disciplinary Act or Termination of Membership for Cause

1. Upon 15 days’ written notice to a Member, the Board may pass a resolution authorizing disciplinary action or the termination of Membership for violating any provision of the articles or By-laws.
2. The notice shall set out the reasons for the disciplinary action or termination of Membership. The Member receiving the notice shall be entitled to give the Board a written submission opposing the disciplinary action or termination not less than 5 days before the end of the 15-day period. The Board shall consider the written submission of the Member before making a final decision regarding disciplinary action or termination of Membership.
3. Annual Meeting
4. Members’ Meetings
   

The annual meeting shall be held on a day and at a place within Ontario fixed by the Board. Any Member, upon request, shall be provided, not less than 21 days before the annual meeting, with a copy of the approved financial statements, auditor’s report or review engagement report and other financial information required by the By-laws or articles. The business transacted at the annual meeting shall include:

1. receipt of the agenda;
2. receipt of the minutes of the previous annual and subsequent special meetings;
3. consideration of the financial statements;
4. report of the auditor or person who has been appointed to conduct a review engagement;
5. reappointment or new appointment of the auditor or a person to conduct a review engagement for the coming year;
6. election of Directors; and
7. such other or special business as may be set out in the notice of meeting.

No other item of business shall be included on the agenda for annual meeting unless a Member’s proposal has been given to the secretary prior to the giving of notice of the annual meeting in accordance with the Act, so that such item of new business can be included in the notice of annual meeting.

2. Special Meetings

The Directors may call a special meeting of the Members. The Board shall convene a special meeting on written requisition of not less than onetenth of the Members for any purpose connected with the affairs of the Corporation that does not fall within the exceptions listed in the Act or is otherwise inconsistent with the Act, within 21 days from the date of the deposit of the requisition

3. Notice

Subject to the Act, not less than 10 and not more than 50 days written notice of any annual or special Members’ meeting shall be given in the manner specified in the Act to each Member and to the auditor or person appointed to conduct a review engagement (Section 55(1)(a) & (c)).

Notice of any meeting where special business will be transacted must contain sufficient information to permit the Members to form a reasoned judgment on the decision to be taken (Section 55(8)(a)). Notice of each meeting must remind the Member of the right to vote by proxy (Section 65).

4. Quorum

A quorum for the transaction of business at a Members’ meeting is a majority of the Members entitled to vote at the meeting, whether present in person or by proxy (Section 64(1)). If a quorum is present at the opening of a meeting of the Members, the Members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting.

5. Chair of the Meeting

The Chair shall be the chair of the Members’ meeting; in the Chair’s absence, the Members present at any Members’ meeting shall choose another Director as chair and if no Director is present or if all of the Directors present decline to act as chair, the Members present shall choose one of their number to chair the meeting.

6. Voting of Members

Business arising at any Members’ meeting shall be decided by a majority of votes unless otherwise required by the Act or the By-law provided that:

1. each Member shall be entitled to one vote at any meeting;
2. votes shall be taken by a show of hands among all Members present and the chair of the meeting, if a Member, shall have a vote;
3. an abstention shall not be considered a vote cast;
4. before or after a show of hands has been taken on any question, the chair of the meeting may require, or any Member may demand, a written ballot. A written ballot so required or demanded shall be taken in such manner as the chair of the meeting shall direct;
5. if there is a tie vote, the chair of the meeting shall require a written ballot, and shall not have a second or casting vote. If there is a tie vote upon written ballot, the motion is lost; and
6. whenever a vote by show of hands is taken on a question, unless a written ballot is required or demanded, a declaration by the chair of the meeting that a resolution has been carried or lost and an entry to that effect in the minutes shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.
7. Adjournments

The Chair may, with the majority consent of any Members’ meeting, adjourn the same from time to time and no notice of such adjournment need be given to the Members, unless the meeting is adjourned by one or more adjournments for an aggregate of 30 days of more. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

8. Persons Entitled to be Present

The only persons entitledto attend a Members’ meeting are the Members, the Directors, the auditors of the Corporation (or the person who has been appointed to conduct a review engagement, if any) and others who are entitled or required under any provision of the Act or the articles to be present at the meeting. Any other person may be admitted only if invited by the Chair of the meeting or with the majority consent of the Members present at the meeting.

1. Services
2. Notices

Any notice required to be sent to any Member or Director or to the auditor or person who has been appointed to conduct a review engagement shall be provided by telephone, delivered personally (Section 196), or sent by prepaid mail, facsimile, email or other electronic means to any such Member or Director at their latest address as shown in the records of the Corporation and to the auditor or the person who has been appointed to conduct a review engagement at its business address, or if no address be given then to the last address of such Member or Director known to the secretary; provided always that notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto.

2. Computation of Time

Where a given number of days’ notice or notice extending over any period is required to be given, the day of service or posting of the notice shall not, unless it is otherwise provided, be counted in such number of days or other period.

3. Error or Omission in Giving Notice

No error or accidental omission in giving notice of any Board meeting or any Members’ meeting shall invalidate the meeting or make void any proceedings taken at the meetings

11. Adoption and Amendment of By-laws

‍

11.1. Amendments to By-laws

The Members may from time to time amend this By-law by a majority of the votes cast. The Board may from time to time in accordance with the Act pass or amend this By-law other than a provision respecting the transfer of a Membership or to change the method of voting by Members not in attendance at a meeting of Members.

Enacted by the Board on the day of , 20   .

Schedule A Position Description of the President Role Statement

The president provides leadership to the Board, ensures the integrity of the Board’s process and represents the Board to outside parties. The president co-ordinates Board activities in fulfilling its governance responsibilities and facilitates co-operative relationships among Directors and between the Board and senior management, if any, of the Corporation. The president ensures the Board discusses all matters relating to the Board’s mandate.

Responsibilities

Agendas. Establish agendas aligned with annual Board goals and preside over Board meetings if also holding the office of Chair. Ensure meetings are effective and efficient for the performance of governance work. Ensure that a schedule of Board meetings is prepared annually.

Direction. Serve as the Board’s central point of communication with the senior management, if any, of the Corporation; provide guidance to senior management, if any, regarding the Board’s expectations and concerns. In collaboration with senior management, develop standards for Board decision-support packages that include formats for reporting to the Board and level of detail to be provided to ensure that management strategies and planning and performance information are appropriately presented to the Board.

Performance Appraisal. Lead the Board in monitoring and evaluating the performance of senior management, if any, through an annual process.

Work Plan. Ensure that a Board work plan is developed and implemented that includes annual goals for the Board and embraces continuous improvement.

Representation. Serve as the Board’s primary contact with the public.

Reporting. Report regularly to the Board on issues relevant to its governance responsibilities.

Board Conduct. Set a high standard for Board conduct and enforce policies and By-laws concerning Directors’ conduct.

Mentorship. Serve as a mentor to other Directors. Ensure that all Directors contribute fully. Address issues associated with underperformance of individual Directors.

Succession Planning. Ensure succession planning occurs for senior management, if any, and Board. Committee Membership. Serve as Member on all Board committees.

Schedule B Position Description of the Treasurer Role Statement

The treasurer works collaboratively with the president and senior management, if any, to support the Board in achieving its fiduciary responsibilities.

Responsibilities

Custody of Funds. The treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation in the books belonging to the Corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Corporation in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the Board from time to time. The treasurer shall disburse the funds of the Corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the Chair and Directors at the regular meeting of the Board, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the Corporation. The treasurer shall also perform such other duties as may from time to time be directed by the Board.

Board Conduct. Maintain a high standard for Board conduct and uphold policies and Bylaws regarding Directors’ conduct, with particular emphasis on fiduciary responsibilities.

Mentorship. Serve as a mentor to other Directors.

Financial Statement. Present to the Members at the annual meeting as part of the annual report, the financial statement of the Corporation approved by the Board together with the report of the auditor or of the person who has conducted the review engagement, as the case may be.

Schedule C Position Description of the Secretary Role Statement

The secretary works collaboratively with the president to support the Board in fulfilling its fiduciary responsibilities.

Responsibilities

Board Conduct. Support the president in maintaining a high standard for Board conduct and uphold policies and the By-laws regarding Directors’ conduct, with particular emphasis on fiduciary responsibilities.

Document Management. Keep a roll of the names and addresses of the Members. Ensure the proper recording and maintenance of minutes of all meetings of the Corporation, the Board and Board committees. Attend to correspondence on behalf of the Board. Have custody of all minute books, documents, registers and the seal of the Corporation and ensure that they are maintained as required by law. Ensure that all reports are prepared and filed as required by law or requested by the Board.

Meetings. Give such notice as required by the By-laws of all meetings of the Corporation, the Board and Board committees. Attend all meetings of the Corporation, the Board and Board committees.

Navigating the world of charity grants can be complex, especially when it comes to understanding the rules and regulations set by the Canada Revenue Agency (CRA). In this post, we’ll break down the CRA’s guidelines in a way that’s easy to understand for anyone interested in how charities manage their funds.

What Charities Can and Can’t Do with Their Grants‍

In Simple Terms:

Charities must use their grant money to support activities that match their main goals. Think of it like this: If a charity is set up to support education, it should use its grant money for educational activities, not for something unrelated like sports.

CRA’s Advice:

Charities should check if their main goals need to be updated to match what they want to do with their grants. If a grant doesn’t help achieve their main goals, they shouldn’t use it.

Making Sure the Money is Spent Right‍

In Simple Terms:

Charities need to be careful and make sure that the grant money is used only for the right reasons – the ones they said it would be used for.

CRA’s Advice:

The CRA knows it’s not always easy to track every dollar, so they suggest being as careful as possible. Depending on how risky the grant is, charities might need to pay more or less attention to where the money goes. The CRA has some tips and tools to help with this.

Keeping Good Records‍

In Simple Terms:

Charities need to keep detailed records of how they spend their grant money. This is like saving receipts to show where every penny went.

CRA’s Advice:

The CRA says it’s important to keep records that show what the grant was for, that the money was used for that purpose, and that the charity did its best to make sure of this. The more risky the grant, the more detailed the records should be.

What This Means for Charities

Stay True to Your Goals: Always use grants for activities that match what your charity is all about.
‍Be Careful with Money: Use the grant money wisely and keep an eye on where it’s going.
‍Keep Detailed Records: Save documents and notes showing how every grant penny was spent.

The CRA’s rules for charity grants help make sure that charities use their money in the best way possible, staying true to their goals and being responsible with their funds. Understanding these rules is crucial for charities to do their work effectively and maintain trust with the public.

Remember, this post is a simple overview. Charities should always refer to the CRA’s full guidelines for detailed information.

Navigating director compensation rules can be complex.

At Northfield & Associates our expert teams guidance on compliance requirements. Our team understands Canadian charity law and can help ensure your organisation follows proper procedures.

Get professional support today by email at info@northfield.biz, by phone at (416) 317-6806, or visit us or Schedule your free consultation to discuss your specific circumstances and receive expert assistance throughout the reinstatement process with our experienced legal team.

What We Do!

We’re often asked by prospective clients what our Bookkeeping Service covers?  People want to know what specific tasks we do, and what their responsibility is.  This brief explainer page will answer that question.  This is by no means an exhaustive list, but covers the most frequently asked questions.

Getting Started

• Review your existing books for needed corrections or back-work
• Chart of accounts setup or amendment
• Assistance with setting up bank feeds
• Limited assistance* with setting up payroll (QBO or Gusto only)
• Your books brought current and reconciled if needed

Ongoing Monthly Bookkeeping

• After-the-fact transaction recording
• Post to general ledger
• Post to other ledgers (as needed)
• Bank account reconciliation
• Monthly financial statements
• Other bookkeeping services, as required
• Best-practice bookkeeping advice and counsel

Year End

• Assistance with 1099-NEC preparation*
• Assistance with 1099-MISC preparation*
• Year-end financial statements and period-end closing

What We Don’t Do

Pay bills

We do not offer bill-pay services at this time, nor do we manage Accounts Payable (AP) or Accounts Receivable (AR).

Payroll tax responsibility

Our bookkeepers can assist you in setting up your initial payroll service in QBO or Gusto. We are not responsible for entering payroll hours/salary, accruing payroll taxes, nor the transmittal of payroll taxes to the IRS or the state.  Your full-service payroll provider (QBO, Gusto, or whatever other service a client uses) will be the responsible party for payroll and payroll tax compliance.

*Payroll deductions and benefits

We provide assistance with setting up a payroll account in either Quickbooks Online or Gusto, including entry of employee data.  We do not assist in state registrations, benefits, or advise on deductions.  Those service areas are provided directly by either QBO or Gusto.

Preparation of W2s

Similar to the last item, your full-service payroll provider (QBO/Gusto) is responsible for preparation of Form W2 for employees.

Sales tax reporting

For those nonprofits that sell taxable goods and/or services, your bookkeeper will assist in accounting for sales taxes collected and transmitted, but we do not prepare state sales tax reports.

Donation recording

We do not provide individual donation data entry into your neither your donor CRM nor Quickbooks Online, nor do we prepare year-end donor acknowledgements.

Administrative tasks

We cannot provide administrative services unrelated to our bookkeeping function.

Attend board meetings

Due to the constraints of time and distance, we are unable to be present, physically nor virtually, at a meeting of a client’s board of directors.*May incur additional fee per 1099-NEC or 1099-MISC.

Contact us today to schedule your consultation.

Working with Our Firm

In this evolving economic landscape, collaboration with our firm offers clients a strategic advantage. With Cambodia’s reform-driven investment environment and Canada’s expanding footprint in Southeast Asia, our team of experienced consultants and legal advisors provides tailored guidance to help businesses navigate cross-border opportunities. We focus in developing comprehensive legal strategies, structuring international partnerships, and ensuring compliance in emerging markets.

By leveraging our regional insight and international expertise, you benefit from a trusted partner dedicated to helping you capitalize on growth potential in Cambodia and beyond.

At Northfield & Associates are focus in Foreign Direct Investment (FDI), international trade missions, and cross-border legal strategy. Our team of experienced consultants and legal advisors offers tailored guidance and strategic insight to help you navigate the complexities of international partnerships and development opportunities.

Whether you choose to meet in person at one of our offices or connect virtually, we provide flexible and accessible consultation options. During your session, we’ll assess your goals, review key documentation, and guide you through every stage of your FDI or trade mission engagement.

Let us help you take the next step with confidence supported by trusted legal and strategic counsel every step of the way.

Take the First Step Today

If you believe you may be eligible for legal relief or simply need sound legal advice, we’re here to help. Contact us today to book your consultation. Let us provide the clarity, strategy, and peace of mind you need to move forward.

Disclaimer: The information contained in this article is provided for general information purposes only and does not constitute legal or other professional advice. Readers should seek tailored legal advice in relation to their personal circumstances.

We serve our clients in English, Cambodian, Vietnamese, Mandarin and Cantonese, especially in Asian clients.

• If you or anybody that you know, think that you meet the requirements and wish to receive further information.
• We can help you start the application process and confirm eligibility requirements to participate.
• We Offer Consultations & Meetings by Phone & Virtually. Affordable Fees.

About Northfield

Northfield & Associates International Corporation is a global consulting firm serving private enterprises, public institutions, not-for-profit organizations, and institutional capital providers. Operating across Cambodia, Canada, and global markets, the firm supports capital deployment, regulatory navigation, and enterprise decision-making in complex economic and geopolitical environments. Northfield & Associates delivers customized, execution-focused advisory solutions that drive measurable transformation, strengthen competitiveness, and enhance long-term highest value opportunities. The firm incorporates consulting, legal, regulatory, financial, and risk expertise to enable disciplined capital allocation, strong governance, and operational resilience. Northfield & Associates upholds a culture of applied insight and innovation, supporting clients across digital transformation, growth strategy, and organizational capability building. The firm advises individual, leading global corporations, midsize enterprises, government agencies, and mission-driven organizations through long-term partnerships. Enterprise-wide risk management, professional ethics, and fiduciary standards are embedded across all operations. Northfield & Associates’ diverse, globally unified teams are committed to execution certainty and sustainable, risk-adjusted returns aligned with ESG and stakeholder objectives.

Forward-Looking Information

This news release contains forward-looking information. All statements, other than statements of historic fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future constitute forward-looking information.

This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company.

Forward-looking information is subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: the failure to finalize negotiations concerning the increase of the Loan or to close such transaction and the failure of the Company to complete the acquisition of the Company Facility; operating performance of facilities; environmental and safety risks; delays in obtaining or failure to obtain necessary permits and approvals from government authorities; unavailability of plant, equipment or labour; inability to retain key management and personnel; changes to regulations or policies affecting the Company’s activities; and the other risks disclosed under the heading “Risk Factors” and elsewhere in the Company’s amended annual information.

Forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.

Questions?

info@northfied.biz

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Media Contact:

media@northfied.biz

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PR consultants
press@northfied.biz

NOT LEGAL ADVICE. Information made available on this website in any form is for information purposes only. It is not, and should not be taken as, legal advice. You should not rely on, or take or fail to take any action based upon this information. Never disregard professional legal advice or delay in seeking legal advice because of something you have read on this website. Northfield & Associates professionals will be pleased to discuss resolutions to specific legal concerns you may have.