ONTARIO
How to Incorporate as a Non-profit Corporation in Ontario

The legislation governing corporations "without share capital" (i.e., non-profit) in Ontario is the Corporations Act, specifically Part III of the Act, sections 117-133. You can obtain a copy of the Act and its regulations for a fee from the Ontario Government Bookstore, 880 Bay Street, Toronto, Ontario, M7A 1N8, tel: (416) 326-5300 or 1-800-668-9938. The Act should also be available in the reference department of your local public library.

To incorporate, you need at least three adult applicants (who will become the provisional directors of the corporation), a reserved corporate name, and a properly completed Application for Incorporation.

The necessary forms, with instructions, are provided in an incorporation kit available from:
Corporate Services Section
Companies Branch
Ministry of Consumer & Commercial Relations
393 University Avenue, 2nd Floor
Toronto, Ontario, M7A 2H6.
tel: (416) 314-8880.

More general information on incorporation, corporate maintenance, and charities in Ontario is also found in the "Ontario Incorporators Handbook", which can be purchased for $5 from the Ontario Government Bookstore. This is a very useful reference, which clarifies and supplements the instructions supplied with the application forms.

How much does it cost to incorporate?
There are two fees you will have to incur:

1. Name search and reservation (varies among search houses);
2. Incorporation fee of $155, payable to the Minister of Finance.

1. An original NUANS Name Search Report
   Before completing the application for incorporation, you must select a name for your corporation, which is not confusingly similar to any existing organization, and is not in violation of the Act (see section 13 of the Act and sections 3, 5-9 of the Regulations). Once you have a name, contact a private Search House (of which there are many) to obtain a Name Search Report. Prices for this service will vary between Search Houses, so you should shop around. Once you have a Name Search Report that indicates the availability of the corporate name for use in Ontario, you must file it within 90 days along with your Application for Incorporation.

2. Application for Incorporation
   
   This form must include:
   • the (approved) name and address (in Ontario) of the corporation;
   • the full name, residential address and occupation of each applicant/director;
   • the objects of the corporation; and
   • any special provisions of the corporation (Note that by-law provisions need not be set out here. Indeed, it is better to have your by-laws in a separate document, since they will then be easier to revise.)
   While you have the option of sending in by-laws with the application package, this is not required. However, you will need by-laws in order for the smooth functioning of the corporation. According to sections 129, 130 and 132 of the Act, you by-laws should regulate, among other things:
   • the fees and dues of members, the issue of membership cards and certificates, the suspension or termination of members, and the transfer of memberships;
   • the time for and election of directors and their qualification or remuneration;
   • the appointment, remuneration, functions, duties and removal of officers, employees and agents, and the security, if any, to be given by them to the corporation; and
   • the time, place and notice given for holding meetings, the quorum necessary, proxy requirements and procedure at all meetings;
   You should consult a lawyer to ensure that your proposed bylaws comply with the Corporations Act, and meet the needs of your organization.

What are the ongoing responsibilities of an Ontario non-profit corporation?
After incorporation, you must continue to comply with the Corporations Act.

Filing
Within 60 days of incorporation, you must file an Initial Notice (see section 3 of the Corporations Information Act) with the Corporation Notice Section of the Companies Branch. Once completed, you must file with the Corporation Notice Section every change in your board of directors, officers or their residence address, as well as every change in the corporation's address, within 15 days of when the change occurred. There is no fee for filing these notices. The appropriate form is supplied to you at the time of incorporation.

Changing the Corporate Name, Objects, Number of Directors, or Location of Head Office
You must apply for Supplementary Letters Patent to change the corporate name, objects, or other provisions set out in the Letters Patent of the corporation. A special resolution is required to change the fixed number of directors set out in your by-laws, or to change the location of your head office. ìSpecial resolutionsî must be confirmed by a 2/3 majority vote of members at a meeting called for that purpose, or in writing, by all members entitled to vote at such a meeting. A notice of such special resolution must be filed with the Companies Branch (no fee) within 14 days after the resolution has been passed and published in the Ontario Gazette.

Record Keeping
You are obliged to:

• keep proper books of account and accounting records (s. 302);
• keep minutes of meetings of members and directors (s. 289);
• maintain copies of Letters Patent, Supplementary Letters Patent, Bylaws and Special Resolutions (s. 300);
• keep an up-to-date register of members and directors (s. 300).

Meetings
You must hold an annual membersí meeting no later than eighteen months after incorporation and subsequently no more than fifteen months after the holding of the last annual meeting;

Guidelines for Meetings
The following items should be addressed and recorded at each annual meeting of members:

1. Constitution of Meeting (List those present; confirm quorum)
2. Adopt agenda
3. Approve minutes of previous membersí meeting
4. Report of Directors: Approve acts of directors/officers (as required by bylaws and/or for purposes of prudence re: director conflict of interest, controversial matters, etc.)
5. Sanction any bylaw amendments
6. Report of Auditor: Approve financial statements
7. Appoint auditor for next year
8. Elect new directors (as necessary)
9. Elect new President (as necessary)

1. Constitution of meeting (list non-Board members too, as invited guests)
2. Adopt agenda
3. Approve minutes from previous Board meeting
4. Accept/elect new members of the corporation (as necessary)
5. Appoint officers (as necessary)
6. Approve acts of Executive Director (as necessary)
7. Approve financial statements (annually, before AGM)
8. Approve budget (annually, before AGM)
9. Pass banking resolution for purpose of establishing signing authority (as necessary)
10. Approve remuneration of auditors (annually)
11. Schedule next meeting