Next Step Following Incorporation

First Directors Meeting
First Members Meeting
Provincial/Territorial Registrations
Business Number
Other Permits and Formalities

First Directors Meeting

After incorporation, the incorporators or first directors are required to call an "organizational meeting" of the directors. The purpose of this first meeting of the directors is to organize the corporation by adopting a number of resolutions that will allow the corporation to conduct its activities. A minimum of five days’ notice of this meeting must be given to each director listed in the Form 4002 – Initial Registered Office Address and First Board of Directors. This notice must indicate the date, time and place of the meeting. A director may waive (i.e., voluntarily refrain from insisting on) notice of the meeting, and the attendance of a director at the meeting is equivalent to a waiver of the notice of meeting.^{Footnote 1}

At this first meeting, the directors may take the following actions (these are dealt with in greater detail below):^{Footnote 2}

make by-laws;
adopt forms for corporate records and debt obligation certificates;
authorize the issuance of debt obligations;
appoint officers;
appoint an interim public accountant to hold office until the first meeting of members;
issue memberships;
make banking arrangements; and
transact any other business.

Alternatively, instead of holding a first meeting of the directors, it is possible for the directors to sign organizing resolutions to deal with all of the above matters. This is especially suitable if the number of directors is small. If all directors sign a written record of resolutions on the above matters, then a meeting of the first directors is not necessary. A copy of the resolutions must be kept with the minutes of the meetings of directors.^{Footnote 3} See Organizing Resolutions of Directors.

Possible Actions to be Taken at First Meeting of Directors

(a) Make By-laws

As soon as possible after incorporation, a corporation will need to adopt a set of rules concerning the governance and operations of a corporation. These rules are set out in the by-laws of the corporation. In this regard, the first directors will need to adopt “General By-laws” at the first meeting of the directors.

If a corporation wants to put in place certain rules that are not dealt with in the NFP Act or to modify some of the rules that are in the NFP Act, it may do so, as long as the changes made are permitted by the NFP Act. See Default Rules.

Examples of issues that can be dealt with in by-laws include:

the date of a corporation’s financial year-end;
the process and special requirements for banking arrangements;
the qualification requirements for memberships;
the process for appointing officers, as well as the rules regarding their qualifications and duties;
the procedures for calling and conducting directors’ and members’ meetings;
the minimum number of directors and members required to establish quorum at meetings;
the process for amending by-laws; and
the rules limiting the modifications that can be made to the powers given to directors under the NFP Act.

By-laws may be amended from time to time, for various reasons. For example, a corporation may want to change the qualification requirements for its officers, or the quorum requirements for members meetings. The process for amending by-laws differs depending on the subject matter of the changes. See Changing By-laws.

With some exceptions, General By-laws adopted at the first meeting of the directors, take effect immediately, although they are subject to confirmation at the first meeting of the members. After confirmation by the members, a copy of the by-laws must be filed with Corporations Canada within 12 months.^{Footnote 4}

(b) Adopt Methods for Maintaining Corporate Records and Issuing Debt Obligation Certificates

The list of corporate records that are required to be kept includes registers of members, directors and officers and minutes of member and director meetings. Although there is a general requirement for the corporation to keep certain records at its registered office, it is also permissible to keep these records at another location, provided that the requirements of the NFP Act are met. At the first meeting of the directors, they will need to decide how these records are to be maintained and what rules, if any, will govern their maintenance. See Corporate Records and Filing Requirements.

If a corporation intends to issue debt obligations after incorporation (e.g., bonds, debentures, notes or other evidences of indebtedness or guarantees of a corporation), this will have to be authorized by the directors at their first meeting. Future debt obligations will also have to be authorized by the directors at future meetings.

(d) Appoint Officers

Officers are appointed by the directors to assist the directors and to carry out functions delegated to them. Officers should be appointed at the first meeting of the directors. Officers may be replaced at the discretion of the directors at any point in the future. See The Directors.

(e) Appoint a Public Accountant to hold office until the first meeting of members

The NFP Act contains a general requirement that the members of a corporation incorporated under the NFP Act must appoint a public accountant by ordinary resolution (i.e., a simple majority of the votes cast) at each annual meeting.^{Footnote 5} The NFP Act also contains rules regarding who may be appointed, and the circumstances in which such an appointment is not required.^{Footnote 6} Since the power to appoint a public accountant is vested with the members, the first directors may appoint an interim public accountant who holds office until the first meeting of the members. See Financial Statements and Reviews.

(f) Issue Memberships

One of a corporation’s first activities following incorporation is to issue memberships. A person becomes a member when a corporation admits that person as a member of the corporation and “issues” a membership in that person’s name. At the first meeting of the directors, memberships will need to be issued to qualified persons who meet the conditions of membership contained in the by-laws. If the Articles of Incorporation provide for two or more classes or groups of members, memberships may be issued to different classes of members who meet the requirements set out in the by-laws. Additional memberships may be issued in the future.^{Footnote 7} See The Members.

(g) Make Banking Arrangements

Once the corporation has been incorporated, it will need to choose a financial institution to meet its corporate banking needs. At their first meeting, the directors should adopt the banking resolutions that are required by the financial institution chosen; designate the signing officers for cheques; and determine the processes for conducting other banking business and authorizing signing officers.

(h) Transact Other Business

Depending on the operations of the corporation, other business decisions may also have to be made at the first meeting of directors. Such decisions could include those that deal with:

adopting corporate policies;
employing staff;
purchasing insurance coverage;
leasing premises; and
purchasing real property.

Another could involve the adoption of pre-incorporation contracts. In such a situation, a person who enters into a contract in the name of or on behalf of a corporation before it comes into existence is personally bound by that contract. After incorporation, the corporation can adopt the contract so that the corporation will become bound by the contract as if the corporation had been in existence when the contract was entered into, while the person ceases to be bound.^{Footnote 8}

Depending on the nature of these decisions, some may require member approval and others may not.

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First Members Meeting

After the organizational meeting of the first directors, an organizational meeting of the members is required. Although most of the corporation’s initial organizing business can be dealt with by the directors at their first meeting, certain matters may not be decided by the directors or may have to be confirmed by the members. With this in mind, the first directors of a corporation must call the first members’ meeting within 18 months of the date of incorporation (i.e., the effective date on the Certificate of Incorporation).^{Footnote 9} This meeting is usually held immediately after the first organizational meeting of the directors.

At this meeting, the members:

elect directors;
confirm, modify or reject the General By-laws established by the first directors;
appoint a public accountant, who can be the same one appointed by the first directors or a different one;
adopt special by-laws, if any; and
transact other business.

Similar to the first meeting of the directors, the members may also adopt these initial organizing resolutions in writing, instead of holding a members meeting, provided that the written resolutions are signed by all members.^{Footnote 10} See Organizing Resolutions of Members.

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Provincial/Territorial Registrations

Once a not-for-profit corporation has been incorporated federally, you will likely need to register the corporation in the province(s) or territory(ies) where the corporation carries on its activities (see next paragraph). While incorporation creates a legal entity, provincial and territorial registrations allow the corporation to carry on activities within Canada’s individual provinces and territories. There are different types of registrations, such as extra-provincial corporate registrations, business name registrations, fund-raising registrations. Provinces and territories often require corporations to register within a few weeks after beginning activities in their jurisdictions. In addition, some jurisdictions may require annual filings or registrations. A registration or filing fee may also be charged. Carrying on activities in a province or territory can include running a program or fundraising event; having an address, a post office box or phone number; or offering services or products at that location.

The requirements and processes for registration differ greatly among the province(s) or territory(ies) as there is no central registration agency. For example, it is possible that a corporation may need to register in one province but not in another, even though the same activity is carried on in both provinces. We suggest that you contact the local corporate law administration offices in each province or territory where you plan to carry on activities to determine their individual registration requirements.

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Business Number

The Business Number (BN) is a unique federal government numbering system that identifies your organization and the accounts you maintain with the Canada Revenue Agency (CRA). The BN consists of a numeric identifier of the organization, followed by a program account identifier. Examples of program accounts that may be registered with the CRA include:

Goods and Services Tax (GST)/Harmonized Sales Tax (HST);
registered charitable status (indicated by a charity’s registration number);
payroll deductions;
corporate income tax; and
import/export duties and taxes.

As part of the services it provides when it incorporates your organization, Corporations Canada will ask the CRA to issue a BN for your corporation. The CRA will then register your corporation, and follow-up with a letter that confirms your BN and the program accounts for which you are registered. This letter will also include a summary of the information you have provided. You will find more information about the BN on the CRA’s website.

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Other Permits and Formalities

You may have to fulfill a number of other requirements in order to carry on certain activities. For example, you may need a provincial permit to carry on activities in a particular sector, such as a bingo licence in order to operate a bingo, a liquor permit in order to serve alcoholic beverages, or lobbying registration in order to conduct certain lobbying activities. Corporations Canada does not provide information on such requirements. Instead, we suggest you check with the appropriate municipal, provincial, territorial or federal government agencies, as well as professional organizations. You can also consult the Industry Canada Bizpal service for help with your business permit and licensing needs.