Has Your Incorporation Expired?
Last year a board on which I was sitting discovered that our incorporation had expired. The board members had just signed the documents to sell real estate and learned that our organization wasn’t even a valid legal entity so the real estate transaction was invalid. Recently I discovered that several non-profits in my community have found themselves in a similar position. How could such a thing happen?
Most jurisdictions require renewal of incorporation every few years, in some places it is every 5 years. The government mails renewal documents a few months before the due date, and as long as these simple forms are returned indicating that the organization is still active, the incorporation is automatically renewed. But when the address of the organization or the statutory agent changes and the government is not advised, the renewal notice doesn’t get delivered. The government office that handles incorporation in each jurisdiction asks for the name, position, and address of the statutory agent, the person who is to be the contact for official matters on behalf of the organization. And they require notification when the name, position, or contact information of the statutory agent changes. Many board members and senior staff have never completed statutory agent nor incorporation renewal documentation and don’t even know such government forms exist. Therefore, they don’t report changes in statutory agent information. Statutory agent contact information can change because his board term is up, she accepts a CEO position in a different city, or the organization outgrows its old space. Without updated information, the government incorporation office is unable to locate the organization’s current leaders to remind them of the need to renew the incorporation.
You may wish to check the incorporation status of your business or non-profit. If it doesn’t show up on the list of active corporations in the jurisdiction in which you incorporated (province, state, country), don’t panic. In most cases reactivating the incorporation is relatively straight forward. Contact the government incorporation office to learn how to correct the oversight. Note this renewal requirement in a job duties document for your statutory agent, and be sure to provide the document to each new statutory agent. If you have a procedure list for year end financials, you might want to add to that a reminder to update the government on changed statutory agent contact information.
