Incorporating under the Not-for-Profit Corporations Act, 2010 costs $155 online and takes about five business days. It does not make you a charity — that is a separate CRA application with a much higher bar — and choosing between the two shapes how the articles have to be drafted.
Our charges include applicable taxes. Disbursements are extra and billed at cost — itemized upfront, in writing, never hidden.
From $1,128.87 taxes included
A nonprofit corporation is one that does not distribute profit to its members. It can charge fees, run a surplus, hold reserves and pay staff market salaries, including staff who are also members. What it cannot do is pay profits out to members the way a company pays dividends.
Registered charity is a CRA designation layered on top. It lets you issue donation receipts, and it brings continuing obligations: purposes that are legally charitable, the disbursement quota, limits on business and political activity, and an annual T3010 information return. Registration takes months and applications are regularly refused or delayed over badly drafted purposes.
Decide which you are before you draft the articles. Charitable purposes have to be worded in a way the CRA accepts, and changing them after incorporation means another filing and another wait. If charitable registration is the plan, draft the articles for it from day one rather than fixing them later.
Incorporation is under the Not-for-Profit Corporations Act, 2010 — the ONCA — which came into force on 19 October 2021 and replaced Part III of the old Corporations Act. Articles of Incorporation are filed through the Ontario Business Registry for $155, with online filings processed in about five business days.
You need at least three directors. Directors must be at least 18, not incapable, and not undischarged bankrupts. There are no shares and no shareholders — there are members, and the classes of members, their voting rights and how they are admitted are set out in the articles and by-laws.
Corporations that existed under the old Part III had until 18 October 2024 to bring their letters patent, by-laws and special resolutions into line with the ONCA. That window has closed. Where documents were never amended, conflicting provisions are generally deemed amended to comply — which is not the same as having governing documents that read correctly, and a great many organisations still need that cleanup done.
The ONCA divides corporations into public benefit corporations and everything else. A charitable corporation is always a public benefit corporation. A non-charitable one becomes a PBC if it receives more than a set amount of public money — donations or gifts from non-members, or government grants — in a financial year.
The category drives the financial review. A public benefit corporation with annual revenue above $500,000 must have an audit. Between $100,000 and $500,000, the members can pass an extraordinary resolution to have a review engagement instead. Below $100,000 they can waive both an audit and a review engagement.
For a corporation that is not a public benefit corporation, the thresholds sit higher: above $500,000 in annual revenue the members can resolve to have a review engagement rather than an audit, and below that they can waive both. Extraordinary resolutions carry a high approval bar, so the vote has to be organised and recorded properly rather than treated as a formality.
By-laws are where nonprofits actually come unstuck. Membership classes and voting rights, how directors are elected and removed, quorum, notice periods, how a board vacancy is filled, term limits, conflict-of-interest rules — get these wrong and a contested annual meeting turns into a legal dispute the organisation cannot afford.
The ONCA gives members real rights: to receive notice, to vote in defined circumstances, to requisition meetings, and to bring proceedings against the corporation. Classes of members with no general voting rights still get a vote on certain fundamental changes. By-laws drafted on the assumption that the board controls everything run straight into this.
If the corporation has charitable purposes, it is also subject to the Charities Accounting Act and to oversight by the Office of the Public Guardian and Trustee. Directors of a charity generally cannot be paid for serving as directors. That surprises founders who assumed they would draw a salary from the board seat, and it is better discovered now than after the first funding round.
No. ONCA incorporation creates a not-for-profit corporation under Ontario law. Registered charity status is a separate application to the CRA, with its own requirements: exclusively charitable purposes, activities that further them, a disbursement quota, limits on business and political activity, and an annual T3010 return. Registration takes months. Because the CRA scrutinises the wording of your purposes, the articles should be drafted with the charity application in mind from the start if that is the goal.
At least three under the ONCA. Directors must be individuals of at least 18, not incapable, and not undischarged bankrupts. The articles can set a higher minimum or a maximum. Directors do not have to be members unless your articles or by-laws say so. If the corporation is charitable, directors generally cannot be paid for acting as directors, which affects how you recruit a board.
It depends on revenue and on whether you are a public benefit corporation. A public benefit corporation with annual revenue over $500,000 must have an audit; between $100,000 and $500,000 the members can pass an extraordinary resolution for a review engagement instead; below $100,000 they can waive both. For a corporation that is not a public benefit corporation, members can opt for a review engagement above $500,000 and waive both below it. The resolutions have to be passed and recorded properly each year.
Probably. The three-year transition window closed on 18 October 2024. Provisions in old letters patent and by-laws that conflict with the ONCA are generally deemed amended to comply, so the corporation is not invalid — but your governing documents no longer say what the law says. That causes real trouble at a contested meeting or when a funder reads them. The practical fix is to restate the articles and adopt ONCA-compliant by-laws.
Our corporate work starts at $1,128.87, taxes included, published on our pricing page. Government fees are extra and billed at cost — currently $155 to file ONCA Articles of Incorporation online, and $130 for Articles of Amendment for a not-for-profit.
Open your file tonight — a licensed Ontario lawyer will confirm everything with you by tomorrow.