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Incorporation
process
Why do organizations incorporate? To have a formal structure under which to operate;
To hold title to land;
To qualify for grants or funding;
To apply for a bingo or lottery license; and
To limit the personal liability of members.
How do I incorporate in Saskatchewan?
The following forms must be completed in ink and sent to
the Corporations Branch with the appropriate fees. Forms may be faxed or mailed. (2nd Floor, 1871 Smith Street, Regina SK, S4P
4W5, Fax 306-787-8999)
Do I have to hire an accountant or lawyer to
incorporate?
The Corporations Branch cannot provide advice about whether
you should incorporate or what type of non-profit corporation would be best for you. You
should contact an attorney to discuss your legal concerns or an accountant to discuss your
financial concerns.
I have filed the forms to incorporate and paid the fees.
What happens next?
All documents are placed in the order they are received and
checked to see if they have been completed properly and do not violate any provision of The
Non-Profit Corporations Act, 1995. Once the documents have been approved, a
Certificate of Incorporation is issued, attached to the duplicate Articles of
Incorporation and returned to you for your records.
Your corporation will be incorporated effective the date
all correctly completed forms and fees are received. You may also request a later
incorporation date.
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Fees
There is a $65 incorporation fee and a $20 fee for the
corporate name search. You can pay with cash, Visa, MasterCard, cheque or money order.
The Non-profit Corporations Act, 1995 Fee Schedule
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Turn-around time
It usually takes about two weeks to process incorporation
documents. If you need your documents processed sooner, please include a covering letter
outlining the reasons.
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Incorporation Forms for Non-profit
Corporations
You can download
The Non-Profit Corporation
Incorporation Kit here. Or phone, fax or write the Corporations Branch:
Saskatchewan Justice
Corporations Branch
2nd Floor, 1871 Smith Street
Regina, Sask. S4P 4W5
Phone: (306) 787-2962 Fax: (306) 787-8999
Send completed forms and fees to Saskatchewan Justice
Corporations Branch at the same address listed above. Forms must be submitted in duplicate
and may be faxed or mailed. Please remember to send the fee.
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After
incorporation: filing annual returns and financial statements
I am incorporated. Is there anything else I have to do?
There are a number of administrative requirements, such as
filing a Notice of Registered Office if there is a change and filing a Notice of Directors
if there is a change in directors.
However, the key requirement is to file an annual return
and financial statements with the Corporations Branch each year
What is an annual return?
An annual return is the annual filing requirement that
maintains your corporation’s existence each year and verifies the information we have
in our records is correct. Corporations Branch generates the annual return and sends it to
the corporation’s mailing address approximately six weeks before the due date. You
must update and verify the information on the form and file it with our office along with
the appropriate fee ($10).
When are annual returns due?
Annual returns are due one month after the anniversary of
the date of incorporation.
For example, if your incorporation date is July 15, 1999,
the first annual return will be due on August 31, 2000 and every August 31 after that, as
long as the corporation continues to exist. The filing fee for the annual return is $10.
If the annual return is not filed by the due date, the fee is $20.
When are financial statements due?
Financial statements must be filed at the Corporations
Branch within four months after your fiscal year end.
Sample financial statements
What happens if I do not file an annual return or
financial statements?
If an annual return is not received within four months of
the due date, the corporation will be struck from the Register of Corporations.
If financial statements are not filed within
six months
of the fiscal year-end, the corporation will also be struck from the Register of
Corporations.
What happens if my corporation is struck off?
A non-profit organization cannot hold itself as a
corporation if it has been struck from the Register of Corporations. Organizations that
operate as corporations without being on the Register of Corporations do so contrary to The
Non-Profit Corporations Act, 1995.
How can I get my corporation restored to the Register of
Corporations if it is struck off?
To restore your corporation, complete the
Application to Restore Name
to the Register and the Annual Return. Send these forms
and $60 to the Corporations Branch.
Any overdue financial statements must also be filed with
these documents.
If a corporation has been struck from the Register for more
than one year, the $20 name search fee is also required.
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Frequently
asked questions
What is a
non-profit corporation?
A non-profit corporation provides a service to its members
or the public. Profits received from its activities must be used to further its purpose.
There are two kinds of non-profit corporations:
| Membership
Corporations |
Charitable
Corporations |
| Financed by members through
membership fees, loans, fundraising |
Financed by government grants,
donations, public property |
| Primarily for the benefit of
members |
Primarily for the benefit of the
public |
| Require at least 1 director |
Require at least 3 directors |
| May pay a salary to employees |
May pay a salary to employees |
| Members may receive remaining
property on dissolution |
Members may not
receive remaining property on dissolution |
| May invest its funds as directors
think fit, subject to the limitations contained in any gifts and the articles or bylaws |
May invest its funds in shares,
debentures, bonds, mortgages or other financial instruments (including mutual funds) in
which trustees are by law permitted to invest. Contact your legal advisor or refer to The
Trustee Amendment Act, 1998 |
What is a
registered office?
The registered office is the address within Saskatchewan
where the records of the corporation are maintained.
What is a director?
A director is an individual who with his fellow directors
(board of directors) is responsible for managing the business and affairs of the
corporation. He or she must be at least 18 years old and be elected by the members. Anyone
who is found to be of unsound mind by a court in Canada or elsewhere, or anyone with the
status of bankrupt, is disqualified from being a director.
For further information about directors:
How do I search the name I want to use for my non-profit
organization?
You can request a name search by phone, mail,
or fax:
Phone the Corporations Branch at (306) 787-2962 and provide
the information outlined in the
Name
Search and Reservation form, along with a Visa or MasterCard number and expiry date.
- Mail the
Name
Search and Reservation form to the Corporations Branch with the required fee. You
may pay by Visa, MasterCard, cheque or money order in Canadian funds. (2nd Floor, 1871
Smith Street, Regina SK, S4P 4W5)
- Fax the
Request
for Name Search and Reservation with the
Client Authorization
form, including a Visa or MasterCard number and expiry date, to the Corporations Branch at
(306) 787-8999. Be sure that a name and return address are at the top of the name search
request so the results can be mailed to you.
All available names are reserved for a ninety day period to
allow you time to prepare and submit the registration documents, if they do not accompany
the name search request.
How much
does the name search cost?
| Saskatchewan Only |
Saskatchewan Plus |
Canada-Wide |
| Cost - $20.00 |
Cost - $50.00 |
Cost - $60.00 |
| You are only charged for
available names |
You are charged for every name
searched, whether it is available or not |
You are charged for every name
searched, whether it is available or not |
| Only names of registered
Saskatchewan businesses, non-profit organizations and corporations are searched |
Names of Registered Saskatchewan
businesses, non-profit organizations and corporations are searched |
Names of registered corporations,
non-profit organizations and most businesses in Canada are searched |
| Trademarks and federal
corporations are not searched |
Trademarks and federal
corporations are searched |
Trademarks and federal
corporations are searched |
| Time to do a search is usually
less than 3 working days |
Time to do a search is usually
less than 3 working days |
Time to do a search is usually
less than 3 working days |
How do I change the name of my corporation or any other item in the
Articles of Incorporation?
To change (or amend) any provision in the Articles of
Incorporation, you must file
Articles of Amendment.
The Articles of Amendment must clearly state what the change is and must be signed by an
Authorized Officer or Director of the corporation.
The fee to amend the Articles is $20. If the name is to be
changed, the fee is $35. If there is a substantial change in the name, you may also have
to pay the $20 name search fee.
How do I
change my registered office?
You change your registered office by filing a new
Notice
of Registered Office.
How do I change the directors in the corporation?
When any change of directors occurs, a
Notice of
Directors must be completed and filed within 15 days of the change. There is no
fee to file the notice.
If the new number of directors is less than the minimum or
more than the maximum number of directors allowed in the Articles, the Notice of Directors
must also be accompanied by
Articles of Amendment
and the $20 fee.
Where can I get more information on non-profit
organizations?
The Public
Legal Education Association of Saskatchewan (PLEA) has published a booklet entitled
"Non-Profit
Corporations."
Where can I get a copy of The Non-profit Corporations Act, 1995
and its regulations?
Saskatchewan Justice
Queen’s Printer
B-19 - 3085 Albert Street
Regina, Saskatchewan S4S 0B1
1-800-226-7302 (within Saskatchewan) or (306)787-6894
E-mail: qprinter@justice.gov.sk.ca
Please call ahead for prices.
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Additional
Information
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