How to Incorporate a Non-Profit in Alberta

The short answer

*A non-profit in Alberta is usually incorporated as a society under the Societies Act (RSA 2000, c. S-14).* Five or more people apply together, clear the name with an Alberta NUANS report, file bylaws and the incorporation forms with Corporate Registry, and pay a $53.05 fee. The society becomes an independent legal entity, separate from its members. This guide walks the Alberta Societies Act path only. It does not re-cover the Ontario ONCA path or the federal Corporations Canada path — those are different statutes with different forms, and the guides for them are linked below. This guide is process information, not legal advice: where a figure was not verified on an opened official page, this guide states a check instead of a figure.

1. Check that a society fits

A society is an independent legal entity, a corporate "person" that exists separate and apart from its members, so the members cannot be held personally responsible for the debts of the society. Societies are similar to non-profit companies and must direct any profits back into fulfilling the objectives of the organization. A society can buy, sell, and own property including land, enter into contracts, sue others, and be sued. It cannot issue shares, declare dividends for members, or distribute property among the members during the lifetime of the society.

Five or more people can form a society for purposes such as social activities, recreation, culture, and charity. The Act's list is wider: benevolent, philanthropic, charitable, provident, scientific, artistic, literary, social, educational, agricultural, sporting, or other useful purposes. You cannot form a society to carry out trade or business. If the group's real aim is to run a business, a society is the wrong vehicle — and Alberta's own page says to get legal advice if you are not sure whether a society or a non-profit company is best for the group's purposes. That fork matters at the start, because the choice of statute shapes every form that follows.

2. Choose the name and get a NUANS report

A society's name consists of three elements: distinctive, descriptive, and legal. The distinctive element is a unique word or location that makes the name different from others; the descriptive element describes what the society does or what it is; and every society is required to have a legal element. Alberta's example is "Smith Falls White Water Rafting Association": "Smith Falls" is distinctive, "White Water Rafting" is descriptive, and "Association" is the legal element. The permitted legal elements are Society, Association, Club, Fellowship, Guild, Foundation, Institute, League, Committee, Council, Board, Centre, and Bureau.

You can also choose a number name, such as "55667789 Alberta Society" — the number is assigned by the Registrar of Corporations.

Then get an Alberta NUANS report and review it to make sure there is no other society with an identical name. Identically named societies are not allowed, and you also need to decide whether your proposed name is too similar to other incorporated names. The NUANS report reserves the proposed name for 90 days, and the original report must be submitted with the incorporation details and must be less than 91 days old. If another society feels your name is too similar to theirs, it can file an objection with the Registrar of Corporations, and if the Registrar agrees with the objection, your society can be forced to change its name. A name identical to an existing Alberta body corporate, an extra-provincial corporation registered in Alberta, or a federal corporation is not allowed under the Act, and the Registrar can direct a society to change a confusing or misleading name.

3. Draft the bylaws and fill out the forms

The application for incorporation must be made in the prescribed form, with bylaws agreed on by the applicants, and sent to the Registrar with the name documents the regulations prescribe and the incorporation fee. The application must set out the intended corporate name and the purpose or purposes for which incorporation is desired.

Alberta's incorporation page lists the forms to fill out:

• Application to Form a Society
• Society Bylaws
• Notice of Address for Societies
• Notice of Directors for a Society
• Service Request

Draft the purposes with care, because they are hard to fix later. If the society plans to register as a charity, its purposes must meet the CRA's requirements, and the CRA reviews the governing documents when the society applies. The CRA's guidance on drafting purposes says a purpose charitable at common law must fit within one of the four categories of charity and be for the benefit of the public, and its wording must identify the category (what), define the scope of activities (how), and identify the eligible beneficiary group (who). Write the purposes with all three elements stated directly, so the CRA does not have to infer them.

4. File with Corporate Registry and pay $53.05

Submit the following to Corporate Registry:

• Signed duplicates of your completed forms
• The NUANS report
• The $53.05 incorporation fee, payable to "Government of Alberta" — do not send a credit card number in the mail

Mail to: Box 1007 Station Main, Edmonton, Alberta T5J 4W6. Corporate Registry's hours are 8:15 am to 4:30 pm, Monday to Friday, closed statutory holidays, and the phone number is 780-427-7013.

If your information meets the 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. The certificate of incorporation is conclusive proof that the society is incorporated. Keep the certificate, the bylaws, and the NUANS report together — the certificate is the document banks, funders, and the CRA will ask to see.

5. After incorporation: the AGM, the annual return, and keeping the register

Incorporation is the start of the society's filing duties, not the end of them. A society must have a registered office in Alberta, to which all communications and notices may be sent and at which all process may be served, and notice of its location must be filed with the Registrar with the application for incorporation, and again within 15 days after a change in the location of the registered office.

A society shall hold an annual general meeting and shall present at that meeting a financial statement setting out its income, disbursements, assets, and liabilities, audited and signed by the society's auditor. Unless the bylaws say otherwise, a person entitled to attend a meeting may attend by electronic means, a meeting may be held entirely by electronic means, and a person attending electronically is deemed to be present in person.

Each year, on or before the last day of the month immediately following its anniversary month — the month in which the certificate of incorporation was issued — the society must make a return to the Registrar containing the address of its registered office, the full name and street or postal address of each officer and director, and the audited financial statement presented at the last annual general meeting. Corporate Registry's forms page lists the Annual Return for a Society form for this filing. If the membership of the officers or directors changes, or the name or address of an officer or director changes, the society must give notice to the Registrar within 30 days of the change. Every notice, return, or resolution filed with the Registrar must be dated and verified by a person who knows the society's affairs and is authorized by the society.

The society must also keep a register of its members at its registered office, with each member's full name and address, the date admitted, the date they ceased to be a member, and their membership class if there are classes, and must let a member inspect the register without payment of a fee during the regular business hours the society sets. It must file every special resolution it passes with the Registrar, and it must furnish a member, on request and on payment of no more than $0.50, a copy of its application for incorporation and bylaws.

A society can change its name, objectives, and bylaws after incorporation, and two or more societies can amalgamate. The fees for those amendments are: amalgamation $53.05, continuance into Alberta $53.05, continuance out of Alberta no charge, change of objectives $26.52, and change of bylaws no charge. A society can also transfer itself into another province or country by continuance, and a non-profit organization formed outside Alberta can transfer into Alberta as a society.

6. Charitable registration is a separate step

Incorporation does not make the society a registered charity, and it does not guarantee that the CRA will approve its purposes as charitable. To become a registered charity, the society must meet the CRA's general requirements for charitable registration: its purposes must be charitable at law and its activities must further those purposes, its purposes must deliver or be capable of delivering a charitable benefit to the public or a sufficient section of the public, and it must keep operating that way after registration — a registered charity must continue to meet all registration requirements to retain its status.

The CRA's charities pages list the application route under Apply to become a registered charity, and its operating pages cover filing the T3010 return, issuing receipts, and receiving donations. A society that never needs to issue donation tax receipts can operate as an incorporated non-profit indefinitely without ever applying to the CRA — but until the CRA registers it, it cannot issue official donation tax receipts and should not tell donors otherwise.

What the opened pages do not state

The opened Alberta pages do not state a minimum number of directors for a society, a processing time for the certificate of incorporation, or whether Corporate Registry accepts the incorporation package by email, so this guide states none of those — file by mail to the address above, and confirm any other route with Corporate Registry first. The opened pages do not state a fee for filing the annual return, so this guide states none. The opened CRA pages do not state a processing time for a charity registration application, so this guide gives none. This guide gives no advice on whether a society or a non-profit company fits a particular group — Alberta's page says to get legal advice on that choice — and it gives no advice on whether the CRA will accept a particular set of purposes.

Related guides

• How to Incorporate a Non-Profit in Ontario — the same step under Ontario's Not-for-Profit Corporations Act (ONCA).
• How to Incorporate a Non-Profit in British Columbia — the same step under British Columbia's Societies Act.
• How to Start a Nonprofit Organization in Canada — the national guide, including the federal incorporation route and the choice between federal and provincial incorporation.
• GST/HST for Charities and Non-Profit Organizations in Canada — how GST/HST applies once the organization is running.
• How to Register a Business in Alberta: Trade Names, Registry Agents, and the $10 Government Fee — registering a business name in Alberta, for groups that also trade under a separate name.

Sources

• Government of Alberta, Incorporate a society — a society as an independent legal entity, five or more people, the purposes a society can be formed for, the $53.05 incorporation fee, the three-part name and permitted legal elements, the NUANS report reserving the name for 90 days and needing to be less than 91 days old, the five forms, the mailing address, Corporate Registry's hours and phone number, and the certificate and business number after filing.
• Alberta King's Printer, Societies Act — five or more persons incorporating for a useful purpose but not to carry on a trade or business, no shares or dividends or distribution of property, the name rules, the application and bylaws, the registered office, the annual general meeting with an audited financial statement, the annual return by the last day of the month after the anniversary month, the 30-day notice for officer or director changes, the member register, and filing special resolutions.
• Government of Alberta, Registration forms for non-profits — the Annual Return for a Society form and the change-of-address and change-of-directors forms for societies.
• Canada Revenue Agency, Guidance CG-019, Charitable purposes of a registered charity — the four categories of charity, the public benefit requirement, and the what, how, and who elements a charitable purpose must state.
• Canada Revenue Agency, Guidance CG-017, General requirements for charitable registration — the general requirements a charity must meet and continue to meet, including charitable purposes and activities, public benefit, and business activities.
• Canada Revenue Agency, Charities and giving — applying to become a registered charity, operating a registered charity, and filing the T3010 return.
• Government of Alberta, Amend notices for corporations, cooperatives and non-profits — a society can change its name, objectives, and bylaws or amalgamate, and the amendment fees: amalgamation $53.05, continuance into Alberta $53.05, continuance out of Alberta no charge, change of objectives $26.52, change of bylaws no charge.