Federal Not-For-Profit Incorporation - Canada Corporations Act / Part II

Act: Canada Corporations Act, R.S.C. 1970, c. C-32
Regulation: Canada Corporations Regulations, C.R.C., Vol. IV, c. 424, p. 3001, as amended 

To Whom Does This Apply?

Individuals (at least three) wishing to form an organization without share capital (generally known as a not-for-profit*) in Canada.  

Summary

Federal incorporation affords corporations heightened name protection. This means they can carry out their activities across Canada under their name. By incorporating federally, not-for-profit organizations benefit from the same level of protection. Not-for-profit organizations are incorporated at the federal level under the Canada Corporations Act - Part II. This includes both charitable corporations and membership corporations, such as social, professional or fraternal organizations.

Federal incorporation may be granted to any group of individuals wishing to form a not-for-profit organization in Canada. However, the applicant group must consist of at least three individuals – not corporations – each of whom must be at least 18 years of age. In addition, although the applicants themselves need not become members of the corporation, there must be a minimum of three corporation members who are willing and able to become part of the new corporation's first board of directors.

In situations where an already-existing provincially-incorporated not-for-profit organization wishes to move to the federal jurisdiction, it is important to note that the only available avenue is the creation of a new corporation.

The following documents must be submitted to Corporations Canada in order to obtain Letters Patent of Incorporation under the Canada Corporations Act - Part II: 

• two copies of an application for Letters Patent;
• a statutory declaration;
• two copies of the proposed bylaws;
• a NUANS® name search report not more than 90 days old (these reports are available for a fee from a private search house or from Corporations Canada - there is a fee of $15 per search and bilingual names require two searches);
• $200 filing fee payable to the Receiver General for Canada;
• a covering letter stating the street address of the corporation's head office.

These documents can be sent to Corporations Canada by mail, fax or in person (see National contact).

An information kit containing sample documents and model bylaws is available from all Corporations Canada offices as well as on the Corporations Canada Web site.

Not-for-profit corporations meeting the criteria specified by the Canada Revenue Agency may register as charitable corporations, which will enable them to issue tax receipts for contributions. Information and application forms are available from:

Client Services
Charities Directorate
Canada Revenue Agency
Ottawa, Ontario  K1A 0L5
Telephone: 613-954-0410 (English) / 613-954-6215 (Bilingual)
Fax: 613-954-8037
Toll-free (information): 1-800-267-2384 (English) / 1-888-892-5667 (Bilingual)
Web site: http://www.cra.gc.ca/charities 

Additional information

If you require additional information on incorporating not-for-profit organizations or on any of the products and services offered by Corporations Canada, please visit the Web site or contact them by phone or e-mail.

*Note: "non-profit" also known as nonprofit organizations, non profit organizations, not-for-profit organizations, voluntary organizations and volunteer organizations.
 

DISCLAIMER
Information contained in this section is of a general nature only and is not intended to constitute advice for any specific fact situation. For particular questions, the users are invited to contact their lawyer. For additional information, see contact(s) listed below.

Manitoba Contact(s):
See National Contact. 

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National Contact(s):
Client Services Section - Headquarters
Corporations Canada
Industry Canada
9th Floor
Jean Edmonds Tower South
365 Laurier Avenue West
Ottawa, Ontario  K1A 0C8
Telephone: 613-941-9042
Fax: 613-941-0601
Toll-free (information): 1-866-333-5556
E-mail: corporationscanada@ic.gc.ca
Web site: http://corporationscanada.ic.gc.ca/eic/site/cd-dgc.nsf/eng/home