Creating a not-for-profit corporation
Corporations under the Canada Not-for-profit Corporations Act (NFP Act) can be created (that is, incorporated) by filing a request through the Online Filing Centre. If you prefer to submit a non-online request to create a corporation (that is, by email attachment, fax or mail) this document will help you to prepare the request.
The information provided is to assist you to complete the incorporation process quickly and accurately. It is not intended to replace legal advice. Consider consulting a lawyer or another professional advisor to ensure that the specific needs of your corporation are met.
On this page
- Documents to file to create a not-for-profit corporation
- Language of the articles
- Professional associations
- What to do after the corporation has been created
- Registering as a charity under the Income Tax Act
- Not-for-profit corporations and non-profit organizations
Documents to file to create a not-for-profit corporation
An application for a certificate of incorporation must include:
- a completed and signed copy of Form 4001 – Articles of Incorporation (see Federal incorporation forms; Instructions for Form 4001 – Articles of Incorporation are also available)
- a completed and signed copy of Form 4002 – Initial Registered Office Address and First Board of Directors (see Federal incorporation forms; Instructions for Form 4002 – Initial Registered Office Address and First Board of Directors are also available)
- a Nuans name search report for the proposed name that is not more than 90 days old. If you have received prior approval of the name, attach a copy of the letter from Corporations Canada approving your name along with the copy of the Nuans name search report. If the proposed name is a number name, a Nuans name search report is not required (see Name a corporation), and
- the filing fee (see Services, fees and turnaround times – Not-for-profit corporations).
Models of Form 4001 – Articles of Incorporation provide examples of wording that typical not-for-profit corporations can refer to when completing their articles.
The steps to follow after you submit your application are explained in What happens after I submit my application under the Canada Not-for-profit Corporations Act?.
Language of the articles
The articles can be in the official language of your choice. This means they can be:
- in a format that uses either official language (in English or in French)
- in a format that employs both English and French, or
- in a fully bilingual format, using both official languages equally.
Incorporation of a professional association (that is, a corporation whose proposed name or purposes suggest that it considers itself to be an association of professionals) does not provide that corporation with the authority to practise, or to regulate the practice of, the profession. It is the corporation's responsibility to comply with provincial laws respecting professions.
What to do after the corporation has been created
Once the corporation has been created, a number of other items must be considered. Next steps following incorporation provides information on what needs to be done after a corporation has been created and on how to operate a not-for-profit corporation under the NFP Act.
You will be required to file certain documents with Corporations Canada (see Your reporting obligations under the Canada Not-for-profit Corporations Act).
At the first organizational meeting, the directors can make by-laws. This process can be simplified by referring to the Model by-laws – Not-for-profit corporations, which have been written to apply to a typical not-for-profit corporation.
Corporations Canada has also developed an online interactive tool called a By-law builder: not-for-profit corporations that allows you to generate the by-laws you want by choosing provisions that meet the specific needs of your corporation from a number of available options.
By-laws do not have to be filed with the application to obtain a certificate of incorporation. However, the NFP Act requires that they be filed within 12 months after the members have confirmed them.
Registering as a charity under the Income Tax Act
To be able to issue official donation receipts and to be exempt from tax, the Income Tax Act requires that corporations created and operated exclusively for charitable purposes must register with the Canada Revenue Agency (CRA) as charities. The simple fact of being incorporated as a not-for-profit corporation under the NFP Act is not sufficient for a corporation to be considered either tax-exempt or a registered charity for the purposes of the Income Tax Act.
Information on charitable registration, along with the required application form, can be found on the CRA's Charities section or can be obtained by contacting:
Canada Revenue Agency
Ottawa, ON K1A 0L5
Toll Free: 1-800-267-2384
If your corporation intends to become a registered charity, visit Charities and giving (Canada Revenue Agency) during the preparation of your incorporating documents. The Charities and giving section provides valuable information about what must be contained in certain statements in your incorporating documents to meet the requirements to qualify for registration as a charity.
You should be aware that if you need to change these statements later to qualify for registration as a charity, changes to the approved articles can only be made by amendment. The fee for amending articles under the NFP Act is $200.00.
Not-for-profit corporations and non-profit organizations
Incorporation under the NFP Act does not automatically mean that the corporation will be exempt from tax under the Income Tax Act. For more information on being considered a non-profit organization under the Income Tax Act, see the CRA's Non-profit organizations section.
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