How do I incorporate a not-for-profit in Ontario?

The governing law is ONCA, not the old Corporations Act

Ontario not-for-profits are incorporated under the Ontario Not-for-Profit Corporations Act, commonly called ONCA. It has been in force since October 2021 and replaced the old Corporations Act framework for this type of entity. You incorporate by filing articles of incorporation through the Ontario Business Registry, the same online portal used for business corporations. This replaces the paper application to the ministry that was once required. As at the time of writing, the filing fee sits in the neighbourhood of $155. Confirm the current amount on the registry before you file, since government fee schedules do change.

What you need before you start the filing

You will need a proposed corporate name, cleared through a NUANS report unless you choose a numbered company such as "1234567 Ontario Inc". A numbered company skips the name search entirely, since the name itself does not need to matter to your organization's identity. You also need to decide on your initial directors, since ONCA requires at least three directors for every not-for-profit corporation. This differs from a business corporation in Ontario, which can have as few as one. Each director needs to consent to act, and none of them need to be Canadian residents, since Ontario removed director residency requirements in 2021.

Writing the purposes clause carefully

Every not-for-profit needs a purposes clause describing what the organization exists to do, and this wording matters more than most founders expect. If there is any chance you will apply for charitable registration with the CRA later, the purposes should fit a recognized category of charitable purpose from the start. This is because rewriting purposes after incorporation means filing articles of amendment and, for a registered charity, satisfying the CRA that the change is acceptable. Organizations that never intend to seek charitable status have more flexibility in how they word their purposes, as long as the wording keeps the organization non-profit in substance. This means no part of its income or property can be paid to or benefit its members personally. Our page on the articles of incorporation for a not-for-profit goes through this clause, and the rest of the articles, section by section.

The dissolution clause is not optional

ONCA requires the articles to state what happens to any property remaining if the corporation is ever wound up. This cannot simply say the property goes back to the members. It has to direct remaining assets to another organization with similar purposes. For a corporation that plans to register as a charity, that recipient generally needs to be another registered charity or qualified donee. Getting this wording right at incorporation avoids having to amend the articles later just to satisfy a charity application.

Members and by-laws come next

Once incorporated, the corporation needs by-laws covering its membership structure, meeting procedures, and director terms. The directors pass these, and the members then confirm them, typically at the first members' meeting. ONCA gives not-for-profits more flexibility than the old Corporations Act around member classes, voting rights, and meeting formats. This includes permitting virtual meetings and electronic voting where the by-laws allow it. These governance documents live in the organization's minute book alongside the articles and any director or member resolutions. They are the first thing a bank, a funder, or the CRA will ask to see once the organization starts operating.

Founders sometimes treat the by-laws as an afterthought once the articles are filed. They are where the day-to-day rules of the organization live, though. This covers how a director is removed, how a member's vote is counted, and how often the board has to meet. Getting these details wrong rarely blocks incorporation itself, since the registry does not review by-laws the way it reviews articles. It can create real disputes among founders a year or two later, though, if the rules were never written down clearly in the first place.

The federal alternative: the CNCA

If your organization will operate across more than one province, incorporating federally under the Canada Not-for-profit Corporations Act through Corporations Canada is worth considering instead. As at the time of writing, the filing fee is roughly $200. A federal not-for-profit gets name protection across the country, similar to the trade-off between federal and provincial incorporation for regular businesses. It still needs to register extra-provincially in Ontario, though, if that is where it operates day to day.

What comes after incorporation: registering with the CRA

Incorporating creates the legal entity, but it does not by itself create any tax status. You will still need to register for a business number with the CRA. The corporation generally has to file a T2 corporate return every year, even though most not-for-profits owe no tax. It also has to file a T1044 information return in years it holds more than $200,000 in assets or earns more than $10,000 in investment or rental income. See our page on whether not-for-profits pay tax in Canada for the full picture, including the GST/HST rebate many qualify for.

Charitable registration is a separate application

Incorporating as a not-for-profit does not make you a registered charity, and it does not let you issue donation tax receipts. If receipting is part of your plan, that is a separate application to the CRA after incorporation, covered in our page on registering a charity in Canada. Many organizations incorporate first with charity-ready purposes and a compliant dissolution clause. They then apply for charitable status once the corporation is established and its governance documents are in place.

How we handle this

We draft the articles and initial by-laws with the CRA application in mind from day one whenever charitable status is even a possibility. This way, the organization is not rewriting its founding documents a year later. This is the core of our nonprofit and charity tax services. We also do this work regularly for groups such as those covered on our churches and places of worship incorporation page.