Incorporating a Not-for-Profit Organization

To Whom Does This Apply?

Summary

Under the Corporations Act (CA), individuals who wish to incorporate a not-for-profit corporation in Ontario must submit the following to the Companies and Personal Property Security Branch:

• An Application for Incorporation of a Corporation without Share Capital (Form 2 under the CA as approved by the Minister) completed in duplicate and bearing original signatures on both copies (available at http://www.cbs.gov.on.ca);
• An original, Ontario-biased Newly Upgraded Automated Name Search (NUANS) report for the proposed name of the corporation dated not more than 90 days prior to the submission of the articles.  For example, articles submitted on November 28th could be accompanied by a NUANS name search report dated as early as August 30th, but not dated earlier;
• A covering letter, setting out the name, address and telephone number of the person or firm to whom the Letters Patent, or any correspondence should be mailed;
• a fee of $155 (GST does not apply to Companies and Personal Property Security Branch fees), payable to the Minister of Finance, payments may be made by certified cheque, money order or personal cheque.  Personal cheques must include pre-printed name, address, bank transit number and account number.  Cash, Visa, MasterCard, AMEX and Interac payments may be made in person.  Expedited service (7 working days) is available for an additional $100.

Where can I get the appropriate incorporation forms?
The Application for Incorporation of a Corporation without Share Capital (Form 2 under the CA as approved by the Minister) may be obtained, at no charge, from the Companies and Personal Property Security Branch. 

For further information:
visit the Web site:
Applications for Incorporation of a Corporation without Share Capital http://www.cbs.gov.on.ca/mcbs/english/4VWQQC.htm.

Are there any special requirements for the not-for-profit corporation's name?
The Ministry of Government Services will determine whether a proposed name is acceptable.  A name that is identical to another corporation or that contravenes the Corporations Act or Regulations will not be approved.

• The name must reflect the objectives of the corporation and must not give the impression that it could be a business corporation;
• If the corporation wishes a legal ending for the corporate name, it may end with "Incorporated", "Incorporée", "Corporation" or the corresponding abbreviation.  It cannot have the word "Limited", "Limitée" or the corresponding abbreviation form part of its corporate name;
• If the proposed name is similar to that of an existing corporation, organization, business, or the name contains the name of an individual, the consent of the existing corporation, organization, business or the individual may be required;
• The words "college," "institute," or "university" cannot be used without the written consent of the Ministry of Training, Colleges and Universities.  To obtain consent in writing from this ministry, please contact: Colleges Branch  - (416) 325-2866 (to use the words "College" or "institute")
  Universities Branch  - (416) 325-2891 (to use the word University).

There are a number of other rules and criteria for the names of not-for-profit corporations, please consult the Corporations Act and regulations for details.

Where can I get a NUANS report?
NUANS reports may be obtained from a private name search house.  Visit Industry Canada's NUANS  Web site for a list of registered search houses that can assist you with obtaining a NUANS search report and filing your corporate documents with the Ministry of Government Services.  A NUANS includes searching both registered Trade-Marks and Business Names (which includes trade-names).

Are there any special requirements for the directors of a not-for-profit corporation?
There must be a fixed number of directors, not fewer than 3, and each director must be at least 18 years of age.

What are corporate by-laws?
The by-laws of a not-for-profit-corporation are passed by the directors and govern the conduct of affairs of the corporation (e.g. rules on membership or meetings, election procedures, etc.).  They are internal documents and are not to be included in the application for incorporation.

What about forming a charitable not-for-profit corporation?
There are two ways to form a charitable not-for-profit corporation:

• You may apply directly to the Ministry of Government Services (MGS) if pre-approved, standard objects and provisions are used.  For information and a list of the approved objects and provisions, see bulletin #2, Incorporating a Charity Using Pre-Approved Objects, on the Ministry of the Attorney General's Web site at: 
  http://www.attorneygeneral.jus.gov.on.ca/english/family/pgt/charbullet/.
  This bulletin is also available from the Companies and Personal Property Security Branch.  If pre-approved objects are used, the filing fee is $155 as approval from the Office of the Public Guardian and Trustee (PGT) is not required.
  
• You may submit non-standard objects and provisions to the Office of the Public Guardian and Trustee for approval, with an additional fee of $150.  Upon approval, the Office of the Public Guardian and Trustee forwards the documents to the Companies and Personal Property Security Branch for further processing.  The $155 filing fee for incorporation must also be included, for a total of $305.  Expedited service is available for an additional $100, for a total of $405.  Please note the expedited service only applies from the time CPPSB receives the application. 

For further information:
Please call:  (416) 314-8880 or 1-800-361-3223 (Companies and Personal Property Security Branch)

Those interested in establishing a charitable not-for-profit corporation may also wish to register with Canada Revenue Agency, Charities Division for tax purposes so that the corporation may issue tax receipts for donations (please see the document  Information on Charities).

If a corporation has been dissolved for failure to comply with the filing requirements, can it be revived?
The Corporations Act allows for the revival of a corporation without share capital that has been dissolved for failure to comply with the filing requirements under the Corporations Information Act.  To revive an Ontario not-for-profit corporation, you must submit the following to the Companies and Personal Property Security Branch:

• The Application for Revival (Form 10 under the CA as approved by the Minister) in duplicate and bearing original signature on both copies;
• A fee of $100 (GST does not apply to Companies and Personal Property Security Branch fees), payable to the Minister of Finance.  Payments may be made by certified cheque, money order or personal cheque.  Personal cheques must include pre-printed name, address, bank transit number and account number.  Cash, Visa, MasterCard, AMEX and Interac payments may be made in person;
• Any outstanding special notice/annual return filings and fees for the period 1992 - 1995 ($25 for each year not paid);
• An original Ontario proposed Newly Upgraded Automated Name Search (NUANS) report if it is more than 10 years since the corporation was cancelled or if the corporation is reviving under a name other than the name at dissolution;
• A covering letter giving the name, return address and telephone number of a contact for the corporation.

How can I amalgamate two or more Ontario not-for-profit corporations?
If you plan to amalgamate two or more Ontario not-for-profit corporations, they must have the same or similar objectives, and you must submit the following to the Companies and Personal Property Security Branch:

• Application for Letters Patent of Amalgamation (Form 11 under the CA as approved by the Minister);
• An original Ontario-Biased NUANS report (if the name of the amalgamated corporation will be different from the names of any of its amalgamating corporations);
• A fee of $155, payable to the Minister of Finance.  Payments may be made by certified cheque, money order or personal cheque.  Personal cheques must include pre-printed name, address, bank transit number and account number.  Cash, Visa, MasterCard, AMEX and Interac payments may be made in person.

The Application for Letters Patent of Amalgamation (Form 11 under the CA as approved by the Minister) can be obtained from the Companies and Personal Property Security Branch.  If any of the amalgamating corporations or the amalgamated corporation is charitable, the application must be sent to the Office of the Public Guardian and Trustee for approval.  The PGT will forward the application to the CPPSB after they review the application.

Can I change the jurisdiction of a provincially incorporated not-for-profit corporation to the federal level?
If you wish to change the jurisdiction of a provincially incorporated not-for-profit corporation to the federal level, you must dissolve the provincial not-for-profit corporation and apply for federal not-for-profit incorporation.

• There is no transfer process.
• For those registered with the Canada Revenue Agency, Charities Division, you would not be required to re-register; however, you would be required to submit a copy of your federal not-for-profit incorporation documents to the Charities Division. Please see the document  Federal Not-For-Profit Incorporation - Canada Corporations Act / Part II

How can I change the name, address or directors of a not-for-profit corporation?
The following types of changes require updated filings with the Companies and Personal Property Security Branch: corporate name, registered office address, objects or provisions and directors.  Please see the document Changes to Ontario Not-for-profit Corporation Information .

Publications

Note: Some of these publications originate with organizations that are not subject to the federal Official Languages Act or the French Language Services Act of Ontario and may not be available in both official languages.

• Ontario Corporations Manual (available at libraries or bookstores);
• Not-for Profit Incorporator's Handbook (can be purchased at Publications Ontario at 1 800 668-9938 or at (416) 326-5300 or is available, for free, on the Internet at the following address:  http://www.attorneygeneral.jus.gov.on.ca/english/family/pgt/);
• Corporations Act (can be purchased at Publications Ontario or is available, for free, at http://www.e-laws.gov.on.ca);
• "Self Counsel Series" for not-for-profit corporations (can be purchased at legal bookstores).

Please be advised that neither the Companies and Personal Property Security Branch (CPPSB) nor the COBSC can give legal advice.  The following information is intended as a general guide only.  For further assistance or legal information, please refer to the publications listed below and/or consult legal counsel.

• Important Notices

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.

Ontario Contact(s):
Registering by Mail:
Companies and Personal Property Security Branch
Ministry of Government Services (MGS)
Suite 200
393 University Avenue
Toronto, Ontario  M5G 2M2
Telephone: (416) 314-8880
Fax: (416) 314-4852
Toll-free (information): 1-800-361-3223 (in Ontario)
TTY (hearing impaired): (416) 212-1476