Community Contribution Companies

 

In May 2012, amendments were made to the BC Business Corporations Act, which, among other things, legislated the first hybrid social enterprise structure in Canada: the Community Contribution Company… or C3 for short. The option became available for use in July 2013.

To visit the BC Government’s C3 webpage, click here.

To view a summary of Jim Fletcher’s November 2013 C3 presentation to The Board of Change, click here.

To view a Globe and Mail article on the topic, click here.

C3 features

The C3 very much mimics the UK’s Community Interest Company.

As the C3 is a taxable corporation, there is no doubt that this structure can be used to do business, and generate profits — elements that are not so expressly stated for charities and simple non-profits.

The C3 features a 40% cap on dividends paid out to investors, to enable more capital to remain within the social enterprise, and to flow unfettered to qualified entities such as charities.

In cases of C3 dissolution, the majority of assets remaining after debts are settled must flow to a qualified entity.

An additional layer of transparent community reporting is required at year-end, showing how the C3 has manifested its social, cultural, or environmental goals (which must be embedded in its articles of incorporation).

C3 uses

We imagine that the C3 will serve as a suitable container for charities operating unrelated businesses.

The C3 may also be attractive to traditional corporations wishing to entrench goals beyond that of maximizing shareholder profits.

The question of whether a simple non-profit (i.e. without charitable status) can own a C3 is more nebulous. Non-profit ownership of a C3 may signal profit intent, which could jeopardize the income tax exemption of the non-profit itself. CRA will provide opinions on a case-by-case basis.

Setting up a C3

The BC Centre for Social Enterprise assists groups to set up C3’s and other legal structures, on a fee basis. We are supported by a lawyer in this work. Click here for more information.

Other lawyers specializing in social enterprise also offer this service.

As with regular incorporations, the option also exists for do-it-yourself C3 incorporation. Click here for more information.

If you have a BC corporation already, and wish to migrate to the C3 structure, this form must be completed online after submitting a Name Request indicating the ‘CCC – BC to CCC Conversion’ option.

Structure Shop project

Recently, with the generous support of the Vancouver Foundation, we offered Structure Shop learning sessions, covering C3’s and other legal structures for social enterprise. These free workshops were convened in Vancouver and Victoria.

Click here to view the Structure Shop slides.

To view the Bill 23 legislative amendments to the Business Corporations Act, which enable Community Contribution Companies, click here.

To access the accompanying regulations for Community Contribution Companies, click here.

To view an informative paper on choosing the best legal structure for your own situation, click here.

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