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.

Note

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.

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Documents to file to create a not-for-profit corporation

An application for a certificate of incorporation must include:

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.

Professional associations

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).

By-laws

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 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.

Note

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:

Charities Directorate
Canada Revenue Agency
Ottawa, ON K1A 0L5
Toll Free: 1-800-267-2384

If your corporation intends to become a registered charity, CRA recommends that you submit a draft copy of Form 4001 – Articles of Incorporation (see Federal incorporation forms) with your application to register as a charity and that your application to CRA be submitted prior to the time you file your application for incorporation. Otherwise, if CRA requires changes, the corporation could have to incur additional costs by applying to Corporations Canada for articles of amendment.

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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