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?

Persons (at least three) wishing to form a not-for-profit* organization without share capital 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 Assistance Section
Charities Directorate
Canada Revenue Agency
Ottawa, Ontario  K1A 0L8
Telephone: 613-954-0410 (English) / 613-954-6215 (bilingual)
Fax: 613-954-8037
Toll-free (information): 1-800-267-2384
Toll-free (publications): 1-800-959-2221 (Forms and Publications)
Web site: http://www.cra.gc.ca/menu-e.html

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.

Quebec Contact(s):
Info entrepreneurs
380 St-Antoine Street West, local 6000
Montréal, Quebec  H2Y 3X7
Telephone: 514-496-4636
Fax: 514-496-5934 Toll Free / Sans frais 1-888-417-0442
Toll-free (information): 1-800-322-4636
TTY Toll-free (hearing impaired): 1-800-457-8466
E-mail: infoentrepreneurs@cbsc.ic.gc.ca
Web site: http://www.infoentrepreneurs.org
Hours of operation:
Regulars Hours: 9:00 a.m. to 5:00 p.m., Monday to Friday.
Summer Hours: (from June 25 to Labour Day) 8:30 a.m. to 4:30 p.m., Monday to Friday.
Documentation Centre (Library) Hours for On-Site Research: 9:00 a.m. to 3:00 p.m., Monday to Friday

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National Contact(s):
Claire Blake
Field Officer
Corporations Canada
Industry Canada
7th Floor
5 Place Ville Marie
Montréal, Quebec  H3B 2G2
Telephone: 514-496-1797
Fax: 514-283-2247
Web site: http://corporationscanada.ic.gc.ca/

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/epic/internet/incd-dgc.nsf/en/home?OpenDocument

Doris Harms
Field Officer
Corporations Canada
Industry Canada
Room 2000
300 West Georgia Street
Vancouver, British Columbia  V6B 6E1
Telephone: 604-666-9875 (Corporations)
Fax: 604-666-4274 (Corporations)
E-mail: harms.doris@ic.gc.ca
Web site: http://corporationscanada.ic.gc.ca/

Janice Huber
(Acting) Field Officer
Corporations Canada
Industry Canada
4th Floor
151 Yonge Street
Toronto, Ontario  M5C 2W7
Telephone: 416-954-2714
Fax: 416-973-8714
Web site: http://corporationscanada.ic.gc.ca/