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Corporations Canada
Creating a not-for-profit corporation
Business corporations 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-
Not-for-profit online request to create a corporation (by email or mail) this document will help you to prepare the
corporations request.
Cooperatives Note
Boards of trade 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
Naming a corporation professional advisor to ensure that the specific needs of your corporation are met.
a completed and signed copy of Form 4001 – Articles of Incorporation (see Federal
corporation forms
a completed and signed copy of Form 4002 – Initial Registered Office Address and First
Board of Directors (see Federal corporation 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 processing 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?.
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 practice, or to regulate the practice of, the profession. It is the
corporation's responsibility to comply with provincial laws respecting professions.
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: 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.
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.
The act of incorporating as a not-for-profit corporation under the NFP Act does not mean that the
corporation will automatically be tax-exempt or considered as a registered charity for the purposes
of the Income Tax Act.
If your corporation intends to become a registered charity, read CRA’s Apply to become a
registered charity before preparing your incorporating documents, particularly as it relates to the
purposes of the corporation statement. It is important that this statement meet the CRA
requirements to qualify for registration as a charity.
You should also know that if you need to change the purpose statement after incorporation to
qualify for registration as a charity, changes to approved articles of incorporation could only be
made through an amendment ― a separate fee-based service.
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