Incorporation documents

Applicants wanting to be registered as a charitable organization, a public foundation, or a private foundation may incorporate.

Many organizations choose to incorporate because it provides limited liability to its members. When incorporated, an organization becomes a separate legal entity (a corporation) and the corporation (not the members) is generally liable for the organization's debts and obligations.

Some other advantages to incorporating an organization include:

• the ability to borrow money
• the ability to own property in its name
• continuity of the organization is assured while the membership changes

In Canada, an organization can be incorporated under federal, provincial, or territorial statutes. The incorporation documents of an organization applying for registration as a charity will vary depending on the statute under which it incorporates.

The Charities Directorate will not review applications submitted with draft governing documents. These applications will be treated as incomplete and returned to the applicant. To submit a complete application, you must include certified governing documents.

For incorporated organizations (examples include organizations established by letters patent, a memorandum of association, an application to form a society), certified means that the documents have an effective date and are stamped or signed by the appropriate incorporating authority. For more information, go to Application review process.

Since charities must operate on a not-for-profit basis, incorporation under statutes designed for businesses that intend to earn profits (such as business corporation acts, companies acts, and co-operative acts) is generally inappropriate.

An applicant that wants to register as a charity should ensure that the act, or section of the act, under which it chooses to incorporate is suitable for a non-profit organization.

Federal incorporation

For federal incorporation under the Canada Not-for-profit Corporations Act (NFP Act), visit the Innovation, Science and Economic Development Canada website. In particular we recommend you go to:

• Creating a Not-for-profit corporation
• Instructions for Form 4001 – Articles of Incorporation
• Instructions for Form 4002 – Initial Registered Office Address and First Board of Directors
• Requirements for Soliciting Corporations under the Canada Not-for-profit Corporations Act (NFP Act)

A registered charity incorporated as a federal non-profit corporation can operate under its registered corporate name within any Canadian province or territory, subject to any provincial or territorial requirements.

Provincial or territorial incorporation

For provincial or territorial incorporation, see Provincial and territorial government information for charities.

A registered charity incorporated as a provincial or territorial non-profit corporation can operate under its registered name within a province or territory.

An applicant should be aware that some provinces have incorporation provisions or incorporation guidelines that may be problematic for an organization applying for registration as a charity with the CRA. Examples are given below.

Alberta

• Under the Societies Act, the Application to Form a Society lists a number of objects from which an organization can choose. Some of these objects are too broad and vague to allow for registration, and others cannot be considered charitable at law.

• An organization incorporating under the Societies Act should refrain from using these listed objects if it intends to register as a charity. Instead, an organization should provide its own charitable objects in the Application to Form a Society (see Model objects link below).

British Columbia

• Under the Society Act, each provision of the governing document, other than the name and purposes, must state whether or not the provision can be altered. An organization applying for charitable registration should ensure that any additional provisions in its governing document (for example, a dissolution clause) are alterable. This will allow for changes to provisions that may be unacceptable for the purpose of applying for registration as a charity with the CRA.

Manitoba

• Under the Corporations Act, an organization does not have to restrict its activities in the Articles of Incorporation (without share capital).

• An organization incorporating under the Corporations Act must identify its charitable purposes under article 5, if it intends to register as a charity.

Newfoundland and Labrador

• An organization incorporating under the Corporations Act must list its charitable purposes under article 4 of the Articles of Incorporation (without share capital), if it intends to register as a charity.

Ontario:

• To operate as a charity in Ontario, a corporation must meet the general requirements for not-for-profit corporations as well as other requirements. The Not-for-Profit Incorporator's Handbook on the Ministry of the Attorney General's website provides detailed guidelines on incorporating or changing the incorporation documents of a charity under the Ontario Corporations Act.

• An organization that is currently incorporated under the Corporations Act may be required to amend its objects if it intends to register as a charity. To do this, the organization must submit an Application for Supplementary Letters Patentto the Office of the Public Guardian and Trustee (OPGT) for its approval. Once approved, the OPGT will forward the application to the Ministry of Government Services of Ontario, which will then stamp the application and return it to the organization. Please consult the Not-for-Profit Incorporator's Handbook for details.

Quebec

• Some of the purposes provided by the Registraire des entreprises that are considered acceptable for non-profit incorporation are not considered charitable at law and therefore should not be included as purposes of an organization applying for charitable registration.

Saskatchewan

• The Non-profit Corporations Act does not require an organization to provide a list of its purposes, but it does allow an organization, under article 6 or 7 of the Articles of Incorporation, to list restrictions on its activities.

• To be registered as a charity with the CRA, an organization must have charitable purposes. Therefore, an organization should list its specific charitable purposes under article 6 or 7.

References

• Guide T4063, Registering a Charity for Income Tax Purposes

Related links

• Charitable purposes

Date modified:

2017-06-19