How to Incorporate a Non-Profit in Manitoba

The short answer

*A non-profit in Manitoba is incorporated as a corporation without share capital under The Corporations Act (C.C.S.M. c. C225).* Reserve the name for $45, then file Articles of Incorporation without share capital for $120 with the Manitoba Companies Office, before the 90-day name reservation expires. The corporation needs at least three directors. This guide walks the Manitoba Corporations Act path only. It does not re-cover the Ontario ONCA path, the federal Corporations Canada path, or the Alberta and Quebec non-profit guides — 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 incorporation fits

Incorporation is not required to operate on a non-profit basis in Manitoba, but it creates a legal entity separate from the people involved. The Companies Office lists the advantages: the people involved are not normally responsible for the legal and financial obligations of the corporation, the corporation can own property in its own name, it can start a legal action under its corporate name, and some federal, provincial, or private funding agencies require that an organization be incorporated. The trade-offs are that incorporation costs more, is more complex to operate, and carries more administration — for example, an auditor may have to be appointed.

The lighter alternative is a name notation: an unincorporated group can note its name on the records of the Companies Office for three years, for a $60 fee, renewed every three years for $60. A name notation does not give any of the advantages of incorporation, and it cannot use the words Incorporated, Limited, Corporation, or their abbreviations or French equivalents as part of its name. If the group needs limited liability, property ownership, or funding that requires incorporation, the name notation is not a substitute.

2. Reserve the name for $45

File a Request for Name Reservation with the fee of $45.00 to determine if the name is available. When approved, a name is reserved for 90 days, and the Articles of Incorporation must be filed before the reservation expires — otherwise a new Request for Name Reservation must be filed with another $45.00 fee. When filing online, you will need the reservation number located on page 2 of the approved name reservation.

The name in the articles must match the name reservation exactly, including upper and lower case letters. A numbered corporation is also possible: insert a name such as MANITOBA ASSOCIATION INC., or another legal element of your choice other than limited or ltd., and Companies Office will assign a number.

3. Set the directors and the registered office

The corporation must have at least three directors. State a fixed number, such as three directors, or a minimum and maximum, such as a minimum of three and a maximum of seven. Give the full names and addresses of all first directors, and the number of directors listed must match the number set out in the articles. Any director who is not one of the people signing the articles must sign a Consent to Act as First Director form, which must be filed with the Articles of Incorporation.

Each director must be at least 18 years old, not bankrupt, and an individual — a corporation cannot be a director. At least 25% of the directors must be residents of Canada. Directors supervise the activities of the corporation and make decisions about those activities, so pick people who will actually do that work, not names on paper.

The registered office is where the books and records of the corporation are kept — the articles, by-laws, minutes of meetings, and resolutions. A full Manitoba civic address with a postal code is required.

4. Write the undertaking and complete the articles

The undertaking — the purpose for creating the corporation — must be written in the articles, and it must be restricted to one or more of these categories: patriotic, religious, philanthropic, charitable, educational, agricultural, scientific, literary, historical, artistic, social, professional, fraternal, sporting, athletic, or the like. Give enough detail to show the undertaking falls within an acceptable category. The guidelines give samples, such as an arts festival for film, video, and entertainment creators, a yearly harvest festival and exhibition in Winnipeg, or a Christian counselling service, a shelter for the homeless, and services for low income families and individuals in Winnipeg.

Two parts of the form need care. The other-provisions section is optional: write "not applicable" or write your own rules for the corporation to follow. If the undertaking is social in nature, you must give the full address of the clubhouse or similar premises the corporation will maintain; otherwise write "not applicable". The statement sections of the form are not to be written in — the people signing the articles confirm their agreement with those statements by signing the articles, and if they do not agree, they should not sign and file.

The people incorporating the corporation must provide their full names and addresses, and all of them must sign. A person incorporating the corporation who is an individual must be at least 18 years of age and not bankrupt. Draft the bylaws at this stage too — membership, meetings, directors, and officers — and keep them at the registered office with the articles. The articles guidelines do not list bylaws as a document filed with Companies Office, so do not send them with the filing unless Companies Office asks for them.

5. File the articles and pay $120

File the Articles of Incorporation online or on paper with the fee of $120.00, before the name reservation expires. Online filing provides the fastest processing times. Companies Office cannot provide advice on completing the forms, since they are legal documents — the guidelines say so directly, and other legislation may also apply to what the corporation plans to do.

Keep the certificate of incorporation, the articles, the bylaws, and the name reservation together once the filing is accepted. The certificate is the document banks, funders, and the CRA will ask to see.

6. After incorporation: the annual return and keeping the record current

All corporations must file an annual return each year, with a filing fee of $40.00. The forms are sent to the corporation during its month of incorporation and are due by the end of the following month. The corporation will be dissolved if these forms are not filed for two consecutive years. Many of these documents can be filed online if the corporation was incorporated online or filed a previous annual return online, and online filing is the fastest route — in many cases the filing is completed immediately.

Changes must be reported promptly. File a Notice of Change of Directors within 15 days of the appointment or resignation of a director; there is no filing fee. File a Notice of Change of Registered Office within 15 days of a change in the location or address of the registered office; there is no filing fee. A change of officers, or a change of mailing address, also carries no filing fee. A change of a director's or officer's surname is done by filing a letter advising of the new name.

To wind the corporation up, there are two routes: file Articles of Dissolution with the fee of $60.00, or submit a letter requesting that the corporation be placed on the next dissolution list, which dissolves it in approximately 90 days with no filing fee.

After incorporation: the CRA filings

The Companies Office annual return is only the provincial filing. Federally, an incorporated non-profit must file a T2 corporation income tax return every year, even if it owes no tax. If the corporation becomes a registered charity, it must instead file a T3010 Registered Charity Information Return every year, within six months of its fiscal year-end — for a December 31 year-end, that is June 30 — and the CRA can revoke its registered status for failing to file. A non-profit that is not a charity may also have to file a T1044 Non-Profit Organization Information Return within six months of its fiscal year-end if it meets the CRA's thresholds. Put all three deadlines on the same calendar as the $40 annual return, because the CRA deadlines run on the fiscal year-end, not the incorporation anniversary.

7. Charitable registration is a separate step

Incorporation does not make the corporation a registered charity, and it does not guarantee that the CRA will approve its purposes as charitable. To become a registered charity, the corporation 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.

Draft the undertaking in the articles with the CRA in mind if charity registration is the plan. 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). A corporation 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 Companies Office pages do not state a processing time for the Articles of Incorporation, whether filed online or on paper, so this guide gives none — file well before the 90-day name reservation runs out. They do not state whether bylaws are filed with the articles, so this guide does not claim a bylaws filing. They do not state a minimum number of people incorporating the corporation, so this guide states none — only the three-director minimum and the age and bankruptcy rules for the people incorporating the corporation are printed. 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 incorporation or a name notation fits a particular group, and 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 Incorporate a Non-Profit in Alberta — the same step as a society under Alberta'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 Manitoba — registering a business name in Manitoba, for groups that also trade under a separate name.

Sources

• Manitoba Companies Office, Manitoba Non-Profit Corporations — the $45 name reservation, the $120 Articles of Incorporation fee, online filing as the fastest route, the $40 annual return and its due date, the two-year dissolution rule, the 15-day director and registered office change rules, and the $60 dissolution fee and 90-day letter route.
• Manitoba Companies Office, Articles of Incorporation — Without Share Capital guidelines — the name matching the reservation exactly, the numbered-name form, the full Manitoba civic address for the registered office, the three-director minimum and director requirements, the restricted undertaking categories and samples, the optional other-provisions section, the social-undertaking clubhouse address, and the requirements for the people incorporating the corporation.
• Manitoba Companies Office, Name Reservations — the 90-day reservation, the $45 fee for a new reservation if the first expires, and the reservation number on page 2 for online filing.
• Manitoba Companies Office, Manitoba Non-Profit Organizations — incorporation not being required to operate on a non-profit basis, the advantages and trade-offs of incorporation, and the name notation option.
• Manitoba Companies Office, Name Notations — the $60 name notation fee, the three-year registration, and the $60 renewal every three years.
• Manitoba Laws, The Corporations Act — the statute under which a corporation without share capital is incorporated in Manitoba.
• 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.
• Canada Revenue Agency, Questions and answers about operating a registered charity — the T3010 must be filed every year within six months of the charity's fiscal year-end.
• Volunteer Manitoba, Your Guide to Applying To Be a Registered Charity — a registered charity's obligations including the T3010 within six months of fiscal year-end, and the T2 and T1044 returns for non-profits.