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Charities

6.1 Incorporating a charity
6.2 What is a charitable corporation?
6.3 How to Apply for Letters Patent
6.3.1 Applying directly to Companies and Personal Property Security Branch 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

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6.1 Incorporating a Charity

The majority of Ontario charitable corporations are incorporated by Letters Patent issued under the provincial Corporations Act.  The procedure for incorporating a charity under the Corporations Act is described in 6.2 and 6.3 below.

There are two other ways to incorporate a charity.  They are not discussed in detail in the Not-For-Profit Incorporator’s Handbook.  If you need further information, you may contact the responsible organizations at the addresses set out below. 

By private bill or special Act of the legislature.

The provincial legislature can pass a private bill or special Act establishing a charity.  This procedure is generally more time-consuming than the two other methods. Today very few charities are created by private bill or special Acts of the legislature.

The rules of procedure and the fees and costs related to applications for private bills are set out in the Standing Orders of the Legislative Assembly. Copies of the Standing Orders of the Legislative Assembly and the guide "Procedures for Applying for Private Legislation" may be obtained from the Legislative Assembly's Internet site or from the Clerk of the Standing Committee on Regulations and Private Bills (see Contacts - Appendix “G”).

By federal Letters Patent issued through Industry Canada.

Letters Patent can be issued under the Canada Corporations Act. For particulars of application procedures, forms and fees applicants should contact Industry Canada, Corporations Canada (see Contacts - Appendix ”G”).

Charities that operate or have property or offices in Ontario must also comply with Ontario law concerning charities even if they are incorporated under federal law.

6.2 What is a charitable corporation?

Charities are a special kind of not-for-profit corporation.  In order to be a charity, a corporation must meet the general requirements for not-for-profit corporations and some additional requirements.  A summary of these additional requirements is set out below.

  1. The name of the corporation

    The name of a charitable corporation must comply with the Corporations Act(see Part 2).  The name should also describe the purpose of the charity.  The name of a foundation can include the name of a person or family, for example, the “Smith Foundation”.

  2. The objects or purposes of the corporation

    The objects, or purposes, of a corporation are set out in one or more paragraphs, in the Letters Patent, called the object clauses.  The object clauses describe the nature of the work the charitable corporation will undertake.

    A corporation can carry out activities described in the object clauses.  It can also carry out other activities provided they further the objects or are minor in relation to the activities described in the object clauses.  It is not permissible to use the property of the corporation for purposes, charitable or not, which are outside the scope of the objects set out in the Letters Patent. Examples of object clauses are found in Appendix “C”.

    For a corporation to be a charity, the objects must satisfy the following  requirements:

    The objects of the corporation must be legally charitable:

    If a corporation is to be a charity its objects must be charitable in law.  The legal meaning of charity is not the same as the popular meaning of the word. A charity, in the legal sense, must be set up to carry out activities that fall within one or all of the following headings:

    • Relief of poverty;
    • Advancement of education;
    • Advancement of religion; and
    • Other purposes beneficial to the community, as determined by the courts, but not falling under any of the above headings.

      It is important that the object clauses clearly describe the activities the corporation will carry out.  It is not acceptable simply to reproduce the four principal headings of charity.

      All of the objects of a charitable corporation must be charitable.  A corporation which has some charitable objects and some non-charitable objects is not a charity.

      Objects must be stated precisely so that it is clear how the property of the charity is supposed to be used.  If it is not clear whether an object is charitable, the courts have decided that it will not be considered charitable.

      The objects must promote a public benefit:

      A charity must benefit the community or a large part of the community - not only a few people.  For example, raising funds for one person who suffers from a disease is not considered charitable because it provides a benefit only to that person.  Raising funds for disease research is considered charitable because, while only the people who suffer from the disease benefit directly from research, the community as a whole benefits from decreased health care costs and decreased risk of contracting the disease.

  3. Special Provisions

    The special provisions set out some of the duties and obligations of the charity and its directors.  The Public Guardian and Trustee requires that the special provisions found in Appendix “D” be included in the application for incorporation.

  4. Incidental and Ancillary Powers

    The incidental and ancillary powers are the means by which the charity will fulfil its objects.  Examples of possible power clauses are found in Appendix “E”. The power clauses are optional. If no power clauses are stated in the Letters Patent, the corporation will have the powers set out in the Corporations Act, subject to any restrictions found in charities law.

6.3 How to Apply for Letters Patent

To obtain Ontario Letters Patent incorporating a charity you must complete a Form 2, Application For Incorporation of a Corporation Without Share Capital, in accordance with Parts 1 to 5 of this Handbook. In addition, you must follow the guidelines set out in this Part.

The form 2, Application For Incorporation of a Corporation Without Share Capital is available on the ServiceOntario website at www.ServiceOntario.ca or in person from the Companies and Personal Property Security Branch (see Contacts - Appendix “G”).

Once you have completed your Application for Incorporation of a Corporation without Share Capital, there are two ways to apply for Letters Patent:

  1. Directly through the Companies and Personal Property Security Branch of Ministry of Government Services using only pre-approved object and special provision clauses.  The procedure for incorporation directly through the Companies and Personal Property Security Branch is set out in 6.3.1 below.
  2. Through the Public Guardian and Trustee using object clauses drafted for your charity. The procedure for incorporations requiring the approval of the Public Guardian and Trustee is set out in 6.3.2 below.

6.3.1 Applying directly to Companies and Personal Property Security Branch using only pre-approved object and special provision clauses

The Public Guardian and Trustee has developed standard, pre-approved, object clauses for some of the most common types of charitable corporations.  The pre-approved object clauses are set out in Appendix “C”.  If you use only the pre-approved object clauses, you can apply directly to the Companies and Personal Property Security Branch.

Deciding Whether to Use the Pre-approved Objects

The pre-approved object clauses cannot be used by all charities.  A charity should only use the pre-approved object clauses if one or more of the clauses describe the intended purposes of that organization.  It is important that the object clauses accurately describe the charitable purposes the corporation will carry out. 

Before deciding to use the pre-approved object clauses you should think about the activities your charity will carry out both on start-up and in the foreseeable future. Engaging in activities beyond the scope of the objects set out in the Letters Patent is not permissible.  Directors of a corporation which uses property for purposes not in the object clauses may be required by a court to repay the money used for other purposes. 

If the pre-approved object clauses do not accurately describe the purposes you intend the corporation to carry out, or if you wish to add additional object clauses, the pre-approved object clauses should not be used.  Other object clauses will have to be drafted and the application for incorporation must be reviewed and approved by the Public Guardian and Trustee. (The procedure for this is set out in 6.3.2 below.)

How to Use the Pre-approved Objects

If you use the pre-approved object clauses to apply directly to the Companies and Personal Property Security Branch you must also include the special provisions set out in Appendix “D”. These must be included in Section 5 on page 3 of your application for incorporation.

To use the pre-approved object clauses you must:

  1. Follow the directions in Parts 1 to 5 of the Not-For-Profit Incorporator’s Handbook.
  2. You may use one or more of the pre-approved object clauses.
  3. Fill in any blank spaces with the relevant information (such as the particular faith or religion in the religious category).
  4. Use the pre-approved object and special provision clauses word-for-word.

From time to time, the Public Guardian and Trustee will approve additional pre-approved object clauses.  The most recent list of pre-approved object clauses is available from the Public Guardian and Trustee and from Companies and Personal Property Security Branch.  The list can also be found on the Public Guardian and Trustee Internet site (see Contacts - Appendix “G”).

Where to send it

Send your completed application to Companies and Personal Property Security Branch, Ministry of Government Services (see Contacts – Appendix “G”).

Canada Revenue Agency

If you wish to issue tax receipts to donors, you must apply to Canada Revenue Agency for a charitable registration number under the federal Income Tax Act.

Canada Revenue Agency has approved the pre-approved object clauses to simplify applying for a charitable registration number. If you intend to apply to Canada Revenue Agency for charitable registration and wish to use any of the pre-approved clauses, it is your responsibility to make sure that you have used the pre-approved clauses word-for-word.  Even if Companies and Personal Property Security Branch issues the Letters Patent, Canada Revenue Agency may not approve the clauses if there is a variation in wording.

Your organization’s use of proper objects is only part of Canada Revenue Agency’s requirements for charitable registration.  Canada Revenue Agency must take other factors into consideration, including the activities and programs your organization undertakes to achieve its objects.  For information on how to apply to Canada Revenue Agency for charitable registration you may wish to contact Canada Revenue Agency, Charities Directorate in Ottawa (see Contacts – Appendix “G”).

6.3.2 Applications for incorporation through the Public Guardian and Trustee

All applicants who do not use the pre-approved objects and special provision clauses must submit their applications for incorporation to the Public Guardian and Trustee for approval.  Applicants should submit their applications to the Public Guardian and Trustee as if they were applying to the Companies and Personal Property Security Branch (that is, you need to follow the directions outlined in Parts 1 to 5 of the Not-For-Profit Incorporator’s Handbook).

Objects

If you submit your application to the Public Guardian and Trustee for approval, you may draft object clauses tailored to fit the unique nature of the work your corporation will undertake.  The pre-approved object clauses in Appendix “C” may help you in writing your own object clauses.  The Public Guardian and Trustee will review your objects to determine whether they are charitable.

Special Provisions

The special provisions in Appendix “D” must be included in section 5 on page 3 of the application for incorporation. 

Powers

If you intend to seek the approval of the Public Guardian and Trustee, you may choose from the power clauses set out in Appendix “E”.  These power clauses are optional.  If they are to be included as part of the Letters Patent, they should be set out in section 5 of the application. If no powers are stated, the corporation will have the powers provided in the Corporations Act, subject to any restrictions found in charities law.

What to send

  • Two duplicate original signed copies of the application to the attention of the Charitable Property Program.
  • A covering letter setting out the name, address and telephone number of the person or firm to whom the Letters Patent or any correspondence regarding the application should be mailed.
  • A cheque or money order made payable to the Public Guardian and Trustee. This fee covers the cost of the Public Guardian and Trustee’s review and the cost of incorporation with the Ministry of Government Services.  The fees as of the date of writing the Not-for-Profit Incorporator’s Handbook are set out in Appendix “F”.
  • An original Ontario-biased NUANS name search report (described in section 2.13 of the Not-For-Profit Incorporator’s Handbook).  Remember that a NUANS search is only valid for 90 days.  You should make every effort to submit your application as soon as possible after you obtain the NUANS report so that it does not expire before the Public Guardian and Trustee and the Companies and Personal Property Security Branch receive it.
  • It is helpful if the applicant provides any literature or documents showing the nature of the organization’s activities.  This is useful in deciding whether the objects are within the legal definition of charity.
  • If the organization is already in operation and wishes to become an incorporated charity, copies of its previous financial statements, governing documents and the names of the members of the board of trustees should be included.

Where to send it

Send your completed application to the Office of the Public Guardian and Trustee (see Contacts – Appendix “G”).

The Public Guardian and Trustee will forward approved applications to Companies and Personal Security Branch. Please note that the Public Guardian and Trustee does not have a special expedited process available on payment of an increased fee.  If you include the expedite fee for the Companies and Personal Property Security Branch, your application will receive expedited service only once it is received by the Companies and Personal Property Security Branch.  For more information about expedited service please contact Companies and Personal Property Security Branch (see Contacts - Appendix “G”).

6.3.3 Grounds for refusing applications for charitable organizations

The following are some of the reasons for which the Public Guardian and Trustee may refuse to approve an application to incorporate a charitable organization:

  • Objects are not wholly and exclusively charitable
  • Objects are too broad or are vague
  • The power clauses include a purpose which is not legally charitable
  • There are concerns that the proposed charity will not be properly administered, considering a previous failure of the incorporators to comply with the law relating to charities
  • The organization has been operating as an unincorporated association and its financial documents show a disproportionate amount of charitable funds are being used for non-charitable purposes or administrative expenses
  • The name of the organization does not reflect the purposes set out in the application
  • The organization is primarily promoting private members’ interests or benefits
  • The organization is pursuing political purposes
  • The organization’s liabilities exceed its assets
If your application does not meet the Public Guardian and Trustee’s requirements you will be notified of the deficiencies and, in most cases, given an opportunity to amend your application.

6.4 Benefits of being a charity

Charities enjoy certain tax privileges.  Charities have exemption from, and reduced liability for, some municipal, provincial and federal taxes.  Registered charities under the federal Income Tax Act can issue income tax donation receipts so that donors can obtain tax credits.

Charities enjoy legal protections intended to protect charitable property.  When a charitable purpose or object becomes impossible or impracticable to carry out, the courts apply charitable property to new purposes which are as similar as possible to the original purposes.  The courts can also use this power when charitable organizations dissolve without a clause in their Letters Patent providing for the distribution of its remaining property.

A charity reporting to the Public Guardian and Trustee derives the following benefits:

  • Members of the public, charitable foundations and government agencies that provide funding and donations often seek confirmation from the Public Guardian and Trustee that the charity is complying with the Public Guardian and Trustee’s reporting requirements.
  • The Public Guardian and Trustee maintains a database of Ontario charities that is regularly used to find charities entitled to receive gifts under Ontario estates.
  • The Public Guardian and Trustee’s database may also be used to identify charities which may be suitable to receive the property of dissolved charities or gifts from estates to non-existent, defunct or unidentifiable charities.

6.5 Special situations of religious organizations

Religious organizations should consider certain issues carefully before incorporating.

Governing Law

If a religious organization becomes incorporated, its ecclesiastical, canon or church laws, rules or regulations may be subject to the Corporations Act.  This means that if any ecclesiastical, canon or church law, rule or regulations conflicts with the Corporations Act, the organization, once incorporated, must comply with the Corporations Actand will no longer be able to use that law, rule or regulation in administering its affairs.

Real Estate

In addition, a religious organization’s power to lease real estate or buildings to others may be substantially restricted by the Charities Accounting Act.  The Religious Organizations’ Lands Act applies to unincorporated religious organizations.  That Act allows the trustees of a religious organization to lease land held by them on behalf of the organization for a maximum period of 40 years, provided the land is no longer required for any of the organization’s religious purposes.  When a religious organization incorporates, the Charities Accounting Act applies.  That Act generally allows charities to hold land only for their own use.  If the organization is currently leasing property, it may wish to consult a lawyer before incorporating.

6.6 Other applications reviewed by the Public Guardian and Trustee

6.6.1 Supplementary Letters Patent

Supplementary Letters Patent are needed to change the name, objects or powers of an incorporated charity.  Supplementary Letters Patent to change only the name of the corporation do not require the approval of the Public Guardian and Trustee. You can send the application for Supplementary Letters Patent to change the name of the corporation directly to Companies and Personal Property Security Branch.  However, all other applications by charities for Supplementary Letters Patent do require the approval of the Public Guardian and Trustee.

The form 3, “Application for Supplementary Letters Patent” is available on the ServiceOntario website at www.ServiceOntario.ca or in person from the Companies and Personal Property Security Branch (see Contacts - Appendix “G”).

Supplementary Letters Patent to Change Objects

A charity’s property can be used only to promote its charitable objects.  Changes may take place that make the objects obsolete, not useful, or impossible to fulfil and, from time to time, it may be necessary to change the objects so that the charity’s resources can be applied efficiently.

Significant Changes

The Public Guardian and Trustee will be concerned if the proposed change to the objects is so significant that the revised objects depart from the spirit and intent of the original objects.  In that case, applicants may be required to include in the application for Supplementary Letters Patent a paragraph similar to the following:

“All funds and other property held by the corporation immediately before these Supplementary Letters Patent become effective or at any time thereafter received by the corporation pursuant to any Will, deed or other instrument made before these Supplementary Letters Patent become effective, together with all income thereon and accretions thereto, shall be applied only to the objects of the corporation as they were immediately before these Supplementary Letters Patent become effective.”

The effect of this paragraph is:

  • Property acquired after the Supplementary Letters Patent become effective can only be used for the objects as changed by the Supplementary Letters Patent.
  • Property acquired before the Supplementary Letters Patent become effective can only be used for the objects in place before they were changed by the Supplementary Letters Patent.  This includes income received from a Will, deed or other document made before the Supplementary Letters Patent became effective.

This paragraph is not usually required where the changes being made to the objects of the corporation are not significant.  Examples of changes not considered significant are:

  • Deleting objects the corporation no longer intends to carry out or narrowing the scope of the objects.
  • Rewriting the objects to reflect social changes in the use of certain terminology, for example replacing words such as “crippled” with “disabled”.
  • Expanding or otherwise changing the power clauses.

The paragraph may also not be required if the applicants can show that it would not be appropriate in the case of their charity.  For example, if the applicant is amending Letters Patent because it has become impossible to carry out the original objects, and the new objects are similar to the original objects, it would not be appropriate to require property to be used for the old objects. 

If the applicant believes that the paragraph is not appropriate they should not include the paragraph in the application for Supplementary Letters Patent submitted to the Public Guardian and Trustee.  Instead they must provide a detailed explanation why the paragraph is not appropriate in the case of their charity.

Special Provisions

When a charity submits an application for Supplementary Letters Patent, it should also check to see if all of the special provisions mentioned in Appendix “D” have been included in its incorporating documents. If any of the special provisions are missing, the charity may be asked to amend its application for Supplementary Letters Patent to include the missing special provisions.

What to Send

The following should be sent to the Public Guardian and Trustee for review:

  • Duplicate original signed copies of an application for Supplementary Letters Patent.
  • A covering letter setting out the name, address and telephone number of the person or firm to whom the Supplementary Letters Patent, or any correspondence regarding the application should be mailed and setting out all names, including acronyms used by the charity.
  • A cheque or money order payable to the Public Guardian and Trustee.  This fee covers the cost of the Public Guardian and Trustee’s review and the review and filing fee of the Ministry of Government Services. The fees as of the date of the Not-For-Profit Incorporator’s Handbook are set out in Appendix “F”.
  • A copy of the Letters Patent and any prior Supplementary Letters Patent, unless they have already been filed with our Office.
  • The current names and addresses of the directors and officers.
  • The annual audited financial statements for the last three financial years. For the period after August 1, 2007, unaudited financial statements may be accepted from charities with gross annual income of less than $100,000.
  • If the Supplementary Letters Patent contains a change to the name of the corporation, you must send an original Ontario-biased NUANS name search report (described in section 2.13 of the Not-For-Profit Incorporator’s Handbook) with your application but remember that a NUANS search is only valid for 90 days.  You should make every effort to submit your application as soon as possible after you obtain the NUANS report so that it does not expire before the Public Guardian and Trustee and the Companies and Personal Property Security Branch receive it.
  • Any other documentation in support of the proposed changes.
Once an application for Supplementary Letters Patent is approved, the Public Guardian and Trustee will forward it to the Companies and Personal Property Security Branch.  If the application for Supplementary Letters Patent meets the separate requirements of Companies and Personal Property Security Branch, it will issue the Supplementary Letters Patent.

6.6.2 Dissolution and surrender of charter

Letters Patent generally set out what will happen to the property of the corporation if the corporation ceases to exist.  Usually, the Letters Patent state that upon dissolution, and after payment of all debts and liabilities, the charity’s remaining property will be distributed or disposed of to charities registered under the Income Tax Act (Canada), in Canada. This is referred to as a “dissolution clause”.

If the Letters Patent have a dissolution clause, the directors should pass a resolution to name the charity they want to receive the charity’s remaining assets upon dissolution.  This resolution should be passed before the charity is dissolved.

If the Letters Patent do not have a dissolution clause, the directors will have to pass a by-law to distribute the charity’s remaining assets to other charitable organizations upon dissolution.  This by-law should be passed before the charity is dissolved.  After the directors have passed the by-law they should call a general meeting to confirm the by-law.  The by-law must be confirmed by two thirds of the votes cast at the meeting.

If the directors do not distribute the charity’s property, it will be forfeited to the Crown under section 322 of the Corporations Act.  The Public Guardian and Trustee may apply for a court order or order-in-council to give the assets to a charity that conducts charitable work similar to that of the dissolved corporation.

In the course of dissolution, the charity should not pay any salary, remuneration, or honorarium to its directors.  Neither should a director purchase any property of the charity, without prior approval of the court.

Special Purpose Funds

If money or other property is given to a charity for a special purpose, the charity must use the money for the special purpose - it holds the money in trust for that purpose.  Directors of a dissolving charity must be careful to point out to the charity receiving the trust money that it is to be used only for the special purpose.

The last directors of a charity have an obligation to ensure that any special trust property is distributed when the corporation is dissolved.  If money is held by a charity for a special purpose and it is not possible to carry out that special purpose, the charity will need a Court Order to dispose of the property.  An order can be obtained quickly and relatively inexpensively using Section 13 of the Charities Accounting Act, on the consent of the Public Guardian and Trustee.  The Public Guardian and Trustee will work with the last directors of the charity to obtain such an order.  You should contact the Charitable Property Program to see if this is feasible in your particular circumstances.
           
What to send

The following should be submitted for the Public Guardian and Trustee’s review when submitting an Application for Surrender of Charter/Termination of Corporate Existence:

  • Duplicate original signed copies of the Application for Surrender of Charter/Termination of corporate existence.
  • A covering letter setting out the name, address and telephone number of the person or firm to whom any correspondence regarding the application should be mailed and setting out all names, including acronyms used by the charity.
  • A cheque or money order payable to the Public Guardian and Trustee.  The fees as of the date of the Not-For-Profit Incorporator’s Handbook are set out in Appendix “F”.
  • A copy of the Letters Patent and any Supplementary Letters Patent, unless they have already been filed with our Office.
  • The current names and addresses of the directors and officers.
  • The annual audited financial statements for the last three financial years. For the period after August 1, 2007, unaudited financial statements may be accepted from charities with gross annual income of less than $100,000.
  • If charitable property remains to be distributed, the proposed plan of distribution including the names of the proposed charitable beneficiaries.
  • Confirmation either that the dissolving corporation does not hold any trust, special purpose or restricted purpose funds, or if it does hold such funds, how it proposes to transfer them to any successor charities.

If the Application for Surrender of Charter is accepted, the Public Guardian and Trustee will forward it to the Companies and Personal Property Security Branch.  Companies and Personal Property Security Branch will by Order dissolve the corporation if the application and supporting documents meet the branch’s separate requirements.

Further information on dissolution or surrender of the charity’s charter may be obtained from the Office of the Public Guardian and Trustee or from Companies and Personal Property Security Branch.

The Application for Surrender of Charter/Termination of Corporate Existence, (Form 9 approved by the Minister as provided for in the Regulations to the Corporations Act), is available by phone or in person from the Ministry of Government Services (see Contacts - Appendix “G”).

6.6.3 Revival of a charity's charter

If a charitable corporation is dissolved, application can be made to the Companies and Personal Property Security Branch for revival of its charter.  Companies and Personal Property Security Branch may require the consent of the Public Guardian and Trustee before reviving the corporation.

What to send

If Companies and Personal Property Security Branch requires the Public Guardian and Trustee’s consent to the revival of a dissolved charity the applicant should submit the following documentation and information to the Public Guardian and Trustee:

  •  Duplicate original signed copies of the Application for Revival of a Corporation.
  •  A covering letter setting out the name, address and telephone number of the person or firm to whom any correspondence regarding the application should be mailed.
  • A cheque or money order payable to the Public Guardian and Trustee.  This fee covers the cost of the Public Guardian and Trustee’s review and the review and filing fee of the Ministry of Government Services. The fees as of the date of the Not-for-Profit Incorporator’s Handbook are set out in Appendix “F”.
  • An original ONTARIO-BIASED NUANS name search report (see Part 2.13) is required if the corporation is reviving under a name other than the name at dissolution or if more than 10 years have elapsed since the corporation was dissolved. Remember that a NUANS search is only valid for 90 days.  You should make every effort to submit your application as soon as possible after you obtain the NUANS report so that it does not expire before the Public Guardian and Trustee and the Companies and Personal Property Security Branch receive it. 
  • A copy of the Letters Patent and any Supplementary Letters Patent, unless they have already been filed with our Office.
  • All outstanding notices and returns required to be filed by the corporation under the Corporations Information Act except for any outstanding current Corporations Information Act Annual Return, which must be filed with the Ontario Ministry of Revenue or electronically (see Contacts - Appendix “G”).
  • All Outstanding Special Notice/Annual Return filings for the period of 1992 to 1995 must be attached together with the outstanding fees ($25 for each year not paid).
  • The current names and addresses of the directors and officers.
  •  The annual audited financial statements for the three financial years prior to dissolution. For the period after August 1, 2007, unaudited financial statements may be accepted from charities with gross annual income of less than $100,000.
  • A statement of the cause or the reasons for the dissolution.
  • A declaration that the organization will continue to pursue its objects as stated in the Letters Patent it had before dissolution.

If the Application for Revival of a corporation is accepted, the Public Guardian and Trustee will forward it to the Companies and Personal Property Security Branch. The Public Guardian and Trustee’s review portion of the fee is non-refundable even if the applicant discontinues the application.

The Application for Revival of a Corporation, Form 10 (approved by the Minister as provided for in the Regulations to the Corporations Act), is available by phone or in person from the Ministry of Government Services (see Contacts - Appendix “G”).

6.6.4 Amalgamation

Subject to certain conditions, the Corporations Act allows two or more corporations under that Act to amalgamate as one corporation.  If one of the amalgamating corporations is charitable or if the amalgamated corporation is to be charitable, the request to amalgamate must be submitted to the Public Guardian and Trustee for its review and pre-approval.

What to send

The following should be submitted to the Public Guardian and Trustee:

  • Duplicate original signed copies of the application for Letters Patent of Amalgamation.
  • A signed copy of the Amalgamation Agreement.
  • A covering letter setting out the name, address and telephone number of the person or firm to whom the Letters Patent of Amalgamation and any correspondence regarding the application should be mailed.
  • A cheque or money order payable to the Public Guardian and Trustee.  The fees as of the date of the Not-For-Profit Incorporator’s Handbook are set out in Appendix “F”.
  • If the name of the amalgamated corporation will not be the same as the name of one of the amalgamating corporations, an original Ontario-biased NUANS name search report (see Part 2.13) is required with the application. Remember that a NUANS search is only valid for 90 days.  You should make every effort to submit your application as soon as possible after you obtain the NUANS report so that it does not expire before the Public Guardian and Trustee and the Companies and Personal Property Security Branch receive it.
  • The annual audited financial statements for each of the amalgamating corporations for the last three years (or since incorporation, if incorporated less than three years ago).  For the period after August 1, 2007, unaudited financial statements may be accepted from charities with gross annual income of less than $100,000. Generally, a corporation (whether charitable or not) whose liabilities exceed its assets will not be permitted to amalgamate with a charitable corporation.
  • A copy of the Letters Patent and any Supplementary Letters Patent for each amalgamating corporation unless they have already been filed with our Office.
  • The current names and addresses of the directors and officers.

If the objects of the amalgamated corporation will be significantly different from those of one of the amalgamating corporations you may be required to amend the amalgamation agreement to include a clause similar to the following:

“All funds and other property held by the amalgamating corporations immediately before the Letters Patent of Amalgamation become effective or at any time thereafter received by the amalgamated corporation pursuant to any Will, deed or other instrument made before the Letters Patent of Amalgamation become effective, together with all income thereon and accretions thereto shall be applied only to the objects of the respective amalgamating corporations as they are immediately before the Letters Patent of Amalgamation become effective.”

If the application for Letters Patent of Amalgamation is accepted, the Public Guardian and Trustee will forward it to Companies and Personal Property Security Branch.  The Public Guardian and Trustee’s review portion of the fee is non-refundable even if the applicant discontinues the application.

The Application for Letters Patent of Amalgamation, Form 11 (approved by the Minister as provided for in the Regulations to the Corporations Act), is available by phone or in person from the Ministry of Government Services (see Contacts - Appendix “G”).

6.7 The Public Guardian and Trustee

6.7.1 Notification and reporting requirements of the Public Guardian and Trustee

Charities and others receiving or holding property for charitable purposes are required to provide information to the Public Guardian and Trustee under sections 1 and 2 of the Charities Accounting Act.  This requirement is in addition to other reporting obligations, for example, to Canada Revenue Agency under the federal Income Tax Act.

Initial Reporting Requirements

When you incorporate a charity, you must provide to the Public Guardian and Trustee the following documents and information:

  • A copy of the Letters Patent governing the charity
  • The street and mailing addresses of the charity, and the names and the street and mailing addresses of its directors and officers
  • All legal and popular or common names or acronyms by which the charity is known or identified
  • The registration and business identification numbers assigned by Canada Revenue Agency for charitable donation tax-credit purposes.  Please advise if a registration number has not been assigned, or subsequently is revoked, and provide an explanation

No prescribed form is required to be completed. It is sufficient to provide the above information in letter form.

The reporting requirements also apply to charitable trusts and unincorporated charitable organizations.

General Ongoing Reporting Requirement

You must advise the Public Guardian and Trustee of any changes to the above information as they occur. Information should be mailed to the Office of the Public Guardian and Trustee (see Contacts – Appendix “G”).

6.7.2 Additional information which may be required by the Public Guardian and Trustee

The Public Guardian and Trustee can request information and documentation about the administration or management of the corporation.  When the information is requested under section 2 of the Charities Accounting Act the directors of the charity are required to provide it.

The Public Guardian and Trustee can require that the accounts of the administration and management of a charity’s property be passed in the Superior Court of Justice. The passing of accounts is a legal process in which a charity submits a detailed record of its expenses and revenues.  The Public Guardian and Trustee could ask for records for a period of many years.

6.8 Registration with the Canada Revenue Agency

To issue tax receipts to donors, you must apply to Canada Revenue Agency for a charitable registration number under the federal Income Tax Act.

The application forms and an explanatory brochure can be obtained by calling the Canada Revenue Agency, Charities Directorate or by visiting the Charities Directorate Website (see Contacts – Appendix “G”).