Incorporate a non-profit company

Overview

A non-profit company is an independent legal entity, a corporate 'person' that exists separate and apart from its members or owners (shareholders).

Non-profit companies are formed to promote art, science, religion, charity, recreation or similar activities. If your non-profit company plans to register as a charity under the Income Tax Act, you need to make sure the company's objectives or purposes meet Canada Revenue Agency requirements.

As a ‘person,’ a non-profit organization can:

• buy, sell and own assets, including land
• enter into contracts
• sue
• be sued

For more information, see the Companies Act.

Types of non-profits

There are 2 types of non-profit organizations: private and public.

You should get legal advice if you need help deciding which type of company is best for the needs of your group or if a society is a better legal structure.

Private

At least 2 people are needed to form a private non-profit organization. A private non-profit organization has the following restrictions:

• cannot have more than 50 shareholders or members
• cannot sell shares or memberships to the public
• restricts or forbids share or membership transfers

Public

At least 3 people are needed to form a public company. A public non-profit organization does not have the restrictions of a private organization.

Cost

There is a $75 incorporation fee.

How to apply

Step 1. Choose a name

A non-profit organization’s name consists of 3 elements:

• distinctive
• descriptive
• legal

‘North Star Wilderness Preservation Foundation Ltd.’ is an example of a corporation name that contains all 3 elements.

Distinctive element

A distinctive element is a unique word or location that makes your non-profit name different from others.

In the example above, ‘North Star’ is the distinctive element.

Descriptive element

A descriptive element describes what the non-profit does or what the non-profit is.

In the example above, ‘Wilderness Preservation'’ is the descriptive element.

Legal element

Alberta non-profit names generally end with the word 'Limited' or 'Ltd.' but a non-profit company can be incorporated without a legal element in its name, , particularly if the name contains a word like 'foundation', 'club', 'association'.

Number name

Your non-profit can also use a ‘number’ name, such as ‘6565651 Alberta Ltd.’

• the number portion of the name is assigned by Corporate Registry
• ‘Alberta’ always forms the second part of the name
• you must choose either 'Limited' or 'Ltd.' for the legal element

Step 2. Get an Alberta NUANS report

You need to get an Alberta NUANS report and review it to make sure there is no other non-profit company with an identical name or a name that is too similar to your proposed company name. Unlike business names, identically named non-profit organizations are not allowed.

Find a NUANS service provider

The NUANS report reserves the proposed name for 90 days. The complete report, whether an original or fax copy, must be submitted with the incorporation details and must be less than 91 days old.

You do not need a NUANS report when the proposed name will be a  'number name' assigned by Corporate Registry (for example, 9999999 Alberta Ltd.)

If another corporation feels your non-profit’s name is too similar to theirs, they can file an objection with the Registrar of Corporations. If the Registrar agrees with the objection, your non-profit can be forced to change its name.

Step 3. Prepare a Memorandum of Association

Fill out one of the following forms:

• Memorandum of Association for Non-Profit Company Limited by Guarantee
• Memorandum of Association for Non-Profit Company with Share Capital

For companies limited by shares, the share structure must be described, including the actual number of shares to be authorized.

For companies limited by guarantee, each member must guarantee to help pay the company’s debts and liabilities before it winds up or stops carrying on its activities. The maximum amount of contribution each member must make has to be stated in the memorandum.

The company objectives or purposes cannot indicate the company will carry on a profit-making business. A statement that indicates that “no dividends or income will be paid to members and that all profits or any income, if any, must be used to promote the company objects” must be included in the memorandum.

Step 4. Create Articles of Association

• Articles of Association for a Private Non-Profit Company Limited by Guarantee
• Articles of Association for a Private Non-Profit Company with Share Capital
• Articles of Association for a Public Non-Profit Company Limited by Guarantee
• Articles of Association for a Public Non-Profit Company with Share Capital

These are your company’s operating rules.

The articles must be signed by the same people who signed the memorandum. The signatures must be witnessed.

If your company is 'limited by guarantee of the members', you must ensure there is no reference to shares, liens, transfers and alteration of capital in the articles.

You must make sure there are no references to dividends. You can add dispute resolution or arbitration mediation provisions in case the company members or board of directors cannot resolve major disagreements

Step 5. Record your company’s address

Notice of Address for a Non-Profit Company

The registered office of the company must be a physical location in Alberta, such as a street address or legal land description. If the registered office cannot receive mail, a postal address must also be supplied.

Step 6. Appoint or elect directors

Notice of Directors for a Non-Profit Company

Alberta residency requirements for directors have been eliminated at of March 29, 2021.

Complete a Notice of Directors form even if the memorandum or articles indicate that the initial subscribers will also be the first directors of the company.

Step 7. Appoint an agent for service

Notice of Agent for Service/Change of Agent for Service for a Non-Profit Company

An agent for service is an individual located in Alberta who can accept notices and documents in person or by mail on behalf of the company. The agent for service does not need to be a lawyer.

You will need to supply:

• the name
• firm name (if applicable)
• street address or legal land description
• mailing address
• email address and appointment date for the agent for service

The agent must consent to their appointment.

You can also appoint an alternative agent for service. The same details are needed.

Agents for service and alternative agents for service do not need to be part of the same firm and can be located at different addresses within Alberta.

Step 8. Complete a service request

Service Request Form

Step 9. Submit the forms and information

Send the following to Corporate Registry:

• signed copies of your completed forms
• NUANS report
• the $75 incorporation fee, payable to ‘Government of Alberta’
  • do not send a credit card number in the mail
  • send an email to [email protected] if you want to arrange for electronic payment

Mailing address:
Box 1007 Station Main
Edmonton, Alberta  T5J 4W6
Email: [email protected]

After you apply

If your information meets requirements, Corporate Registry will enter it into the computer system and mail you a certificate of incorporation. You will receive an email when your federal business number is issued.

Contact

Connect with Corporate Registry:

Hours: 8:15 am to 4:30 pm (Monday to Friday, closed statutory holidays)
Phone: 780-427-7013
Fax: 780-422-1091
Email: [email protected]