Not-for-Profit Incorporator's Handbook

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The purpose of this Handbook is to provide both the layman and the professional with some general information on the nature of a not-for-profit corporation and guidelines on how to incorporate such a corporation.

Table of Contents

Part 1 - General Information

1.1 Introduction
1.2 Nature of a Corporation
1.3 Should You Incorporate?
1.4 Types of Corporations
1.5 Incorporation Process and Corporate Maintenance
1.6 Self-help Remedies Available Under the Corporations Act

Part 2 - Corporate Name

2.1 Name not to be Deceptively Similar
2.2 Name to be Distinctive
2.3 Types of Distinctiveness
2.4 Elements of a Corporate Name
2.5 Name not to be too General
2.6 Name not to Suggest Connection with the Crown
2.7 Name not to Suggest Connection with Government
2.8 Use of the Name of Another Province
2.9 Languages Permitted in the Corporate Name
2.10 Prohibited Words / Expressions
2.11 Choosing the Corporate Name
2.12 Checklist
2.13 The Corporate Name Search Report
2.14 Warning - Use of the Proposed Name

Part 3 - Incorporation

3.1 Pre-incorporation Considerations
3.2 Completion of Application - General Comments
3.3 Head Office
3.4 Directors
3.5 Definition of Objects
3.6 Objects - Charities
3.7 Ancillary Powers
3.8 Special Provisions
3.9 Supporting Documents
3.10 Objects and Special Provisions - Key Points
3.11 Checklist
3.12 Timing

Part 4 - Organization and Start Up

4.1 Organization and Start Up

Part 5 - Corporate Maintenance and Filing Requirements

5.1 Annual Meeting
5.2 Election of Directors and Officers
5.3 Quorum for Meetings
5.4 Reporting Requirements
5.5 Penalties for Failure to Comply with Filing Requirements
5.6 Additional Reporting Requirements
5.7 Audit Provisions
5.8 Record Keeping Requirements
5.9 Use of Corporate Name
5.10 Changing Corporate Name
5.11 Use of a Name Other than Corporate Name
5.12 Changing the Authorized Number of Directors
5.13 Changing the Location of the Head Office
5.14 Changing the Objects and Special Provisions
5.15 Income Tax Act Considerations
5.16 Ontario Corporations Tax Branch Requirements
5.17 Dissolution - Surrender of the Charter

Part 6 - Charities

6.1 Incorporating a charity
6.2 What is a charitable corporation?
6.2.1 The name of the corporation
6.2.2 The objects or purposes of the corporation
6.2.3 Special Provisions
6.2.4 Ancillary and Incidental Powers
6.3 How to Apply for Letters Patent
6.3.1 Applying directly to ServiceOntario using only pre-approved object and special provision clauses
6.3.2 Applications for incorporation through the Public Guardian and Trustee
6.3.3 Grounds for refusing applications for charitable organizations
6.4 Benefits of being a charity
6.5 Special situations of religious organizations
6.6 Other applications reviewed by the Public Guardian and Trustee
6.6.1 Supplementary Letters Patent
6.6.2 Dissolution and surrender of charter
6.6.3 Revival of a charity's charter
6.6.4 Amalgamation
6.7 The Public Guardian and Trustee
6.7.1 Notification and reporting requirements of the Public Guardian and Trustee
6.7.2 Additional information which may be required by the Public Guardian and Trustee
6.8 Registration with Canada Revenue Agency

Appendices

Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Appendix F
Appedix G

This handbook has been prepared jointly by the Companies and Personal Property Security Branch of the Ministry of Government Services and the Office of the Public Guardian and Trustee for Ontario, Charitable Property Program of the Ministry of the Attorney General.

The Mailing Address of the Companies and Personal Property Security Branch is:

Companies and Personal Property Security Branch
Ministry of Government Services
393 University Avenue, Suite 200
Toronto, Ontario
M5G 2M2

The Mailing Address of The Public Guardian and Trustee is:

Office of the Public Guardian and Trustee
Charitable Property Program
Suite 800, 595 Bay Street
Toronto, Ontario
M5G 2M6