Creating a Not-for-profit Corporation
This document will help you to prepare a request to create (i.e., incorporate) a not-for-profit organization under the Canada Not-for-profit Corporations Act (NFP Act).
Note: The information provided is to assist you to complete the incorporation process quickly and accurately. It is not intended to replace legal advice. You may wish to consult a lawyer or other professional advisor to ensure that the specific needs of your not-for-profit corporation are met.
Table of Contents
- What documents must be filed to create a not-for-profit corporation?
- Related Information
- What do I need to do once the corporation has been created?
- Where can I find information on registering as a charity under the Income Tax Act?
- Is an NFP Act corporation automatically considered a non-profit organization under the Income Tax Act?
- Other Resources
What documents must be filed 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 available instructions) ;
- a completed and signed copy of Form 4002 – Initial Registered Office Address and First Board of Directors (See available instructions) ;
- 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; and
- the filing fee.
The articles can be in English or French or in a bilingual format.
Incorporation of a professional association (i.e., 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 do I need to do once the corporation has been created?
Once the corporation has been created, a number of other items must be considered. 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 is available on the Corporations Canada website.
At the first organizational meeting, the directors may make by-laws. This process can be simplified by referring to the Model By-laws, 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.
Where can I find information on 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 website or may 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 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 may have to incur additional costs by applying to Corporations Canada for articles of amendment.
Is an NFP Act corporation automatically considered a non-profit organization under the Income Tax Act?
No. Incorporation under the NFP Act does not automatically mean that the corporation will be exempt from tax under the Income Tax Act. More information on non-profit organization under the Income Tax Act can be found on the CRA website or by contacting CRA.
A number of other documents and tools are available to assist you in creating and operating a not-for-profit corporation:
- Model Form 4001 – Articles of Incorporation, which provides examples of wording that a typical not-for-profit corporation can refer to when completing its articles;
- Model by-laws, which provide examples of wording that a typical not-for-profit corporation can refer to when creating its by-laws;
- A By-law Builder, which is an online tool that will assist in creating by-laws; and
- A pamphlet, "Your Reporting Obligations under the Canada Not-for-profit Corporations Act", which describes the documents you are required to file with Corporations Canada.
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