Canada Corporations Act part II – Federally incorporated professional associations

There are generally three types of applications for incorporation of professional associations:

  1. those that make no claim to regulate a group of persons in any way;
  2. those that purport to regulate in a field that is already regulated provincially (for example, doctors, lawyers, accountants); and
  3. those that purport to regulate in a field that is as yet unregulated provincially.

It is the policy of Corporations Canada to accept, without qualification, applications for the incorporation of professional associations of all such types under Part II of the Canada Corporations Act. There will be no automatic requirement for an applicant of type 2 to file the consent of the existing provincial regulating body. This policy is based on the view that by incorporation, Corporations Canada merely creates a corporate shell that is subject to any and all provincial laws respecting professions. In this way, provincial jurisdiction is not infringed.

Please note, however, that no association of type 2 or 3 above should purport to give to itself the exclusive right to regulate a certain field of endeavour. Words to this effect should be deleted from the application.

Please note:

When incorporating a not-for-profit association whose proposed name or purposes suggest that it considers itself to be an association of professionals, examiners will incorporate the following clause into the Letters Patent cover page:


The issuance of these Letters Patent does not constitute authority to practise or to regulate the practice of the profession referred to herein.

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