How to Incorporate a Non-Profit in Saskatchewan
Incorporate a non-profit in Saskatchewan under The Non-profit Corporations Act, 2022: reserve the name for $35 and file the articles for $50.
How to Incorporate a Non-Profit in Nova Scotia
Incorporate a non-profit society in Nova Scotia under the Societies Act: the memorandum, by-laws, recognized agent, and the $43.60 Registry filing.
Applies in: Nova Scotia
Incorporating a non-profit in Nova Scotia means incorporating a society under the Societies Act (R.S., c. 435) with the Registry of Joint Stock Companies. This guide is the Nova Scotia-only walkthrough: the name reservation, the memorandum of association, the by-laws, the recognized agent, the Registry filing, and the annual duties that follow. The federal incorporation route, and the choice between federal and provincial incorporation, are covered in the national guide linked below — this guide covers only the Nova Scotia path. This guide is process information, not legal advice: where a figure was not verified on an official page, this guide states a check instead of a figure. Incorporation is voluntary — a non-profit group in Nova Scotia is not required to incorporate.
1. Confirm the Societies Act is the right statute
A society may be incorporated under the Societies Act to promote any benevolent, philanthropic, patriotic, religious, charitable, artistic, literary, educational, social, professional, recreational or sporting object, or any other useful object, but not for the purpose of carrying on any trade, industry or business, according to Nova Scotia Legislature, Societies Act. If another Act provides for the incorporation of a society for a particular object, the society cannot be incorporated under the Societies Act for that object, on the same page. A society has no share capital: no society shall have a capital divided into shares or declare any dividend or distribute its property among its members during the existence of the society, and a member's interest is not transferable, on the same page.
Choose the Societies Act when the organization will operate mainly in Nova Scotia and its work fits one of those objects. If it will operate across Canada, the federal route in the national guide may fit better — but do not file both. One organization, one statute. Note that a society is a body corporate separate from its members, with the power to hold property and carry out the objects in its memorandum, according to Government of Nova Scotia, Society Incorporation: Overview and Instructions. Incorporated societies have a separate legal status from their members, so liability is limited to the amount of fees or dues that the members pay, while directors may be personally liable for the debts of the society, according to Government of Nova Scotia, Society: Registry of Joint Stock Companies requirements. Societies can charge fees, but any surpluses cannot be distributed to the members, on the same page.
2. Reserve the society name
Before incorporation, the proposed name of the society must be reserved by the office of the Registrar of Joint Stock Companies, according to Government of Nova Scotia, Society Incorporation: Overview and Instructions. Name reservation is free for societies, on the same page. Businesses and non-profits need to apply to reserve a name before they register, incorporate or change an existing name, according to Government of Nova Scotia, Society: Registry of Joint Stock Companies requirements. The Registrar may refuse to register a memorandum under a name that is identical to that of any subsisting company, society or association, or so nearly resembles such a name as to be calculated to deceive, or is otherwise objectionable in the Registrar's opinion, according to Nova Scotia Legislature, Societies Act.
Reserve the name first: the Incorporate a society page lists an approved name from the Registry as something you must have before you start, according to Government of Nova Scotia, Incorporate a society. The Registry can be reached at 902-424-7770 (toll-free in Nova Scotia: 1-800-225-8227) or rjsc@novascotia.ca, according to Government of Nova Scotia, Society Incorporation: Overview and Instructions.
3. Gather at least five subscribers
Any five or more persons desiring to incorporate a society may make and subscribe a memorandum in the form in Schedule A, and transmit it with the by-laws agreed upon by them, the proper fees, a list of the persons appointed to act as first directors, the address of the registered office, and the place where the society's activities will be chiefly carried on, according to Nova Scotia Legislature, Societies Act. A minimum of five people need to subscribe to the Memorandum of Association, and they are the first members and directors of the society, according to Government of Nova Scotia, Society: Registry of Joint Stock Companies requirements.
The names, addresses and occupations of the subscribers should be typed on the last page of the memorandum, but all subscribers must sign their names in their own handwriting, and all signatures are to be witnessed by an individual who is not one of the subscribers, according to Government of Nova Scotia, Society Incorporation: Overview and Instructions. The list of first directors must state their full names, addresses and occupations and the period for which they will so act, according to Nova Scotia Legislature, Societies Act. Before you start, you need at least five subscribers and a witness available to complete and sign a subscriber's list, according to Government of Nova Scotia, Incorporate a society.
4. Draft the memorandum of association and the by-laws
The Memorandum of Association must state the objectives or purposes for which the society is to be incorporated, with enough information for Registry staff to determine whether the group fits within the general purposes under the Act, according to Government of Nova Scotia, Society Incorporation: Overview and Instructions. It must also state that the society will not carry on a business, including a non-profit business, and that no profits will accrue to the members, on the same page. The sample memorandum adds the line "on a volunteer and non-profit basis" to emphasize that the purposes of the organization must be non-profit in nature, on the same page.
The by-laws are the rules of management for membership, appointment of directors, duties of directors, appointment of officers, duties of officers, financial reporting, and the method of calling and conducting meetings, on the same page. A society may by special resolution make, amend or repeal by-laws, not inconsistent with the Act or with its memorandum, for the conduct and management of its activities and affairs, according to Nova Scotia Legislature, Societies Act. The by-laws of every society must contain provisions for the matters in Schedule B, and no by-law or amendment to by-laws takes effect until the Registrar approves it, on the same page.
You also complete a Society Classification, checking which non-profit classification best describes the organization, according to Government of Nova Scotia, Society Incorporation: Overview and Instructions. The Registry cannot give you legal advice: it can describe the incorporation process and tell you what documents you need, but it cannot help you prepare them, according to Government of Nova Scotia, Incorporate a society.
5. File with the Registry of Joint Stock Companies
To incorporate a society, your filing needs to include a Memorandum of Association, a Society Classification, by-laws, a Notice of Directors and Officers, an Appointment of Recognized Agent, and a Notice of Registered Office, according to Government of Nova Scotia, Incorporate a society. The steps are to reserve a name, complete the Society Incorporation Form online, check the form for details on all required supporting documents, include payment with the form, and submit the completed form, supporting documents and payment, on the same page. When you file online you need to create an account or sign in, and upload supporting documents in PDF format, including required signatures, the Memorandum of Association and by-laws, on the same page.
Every incorporated society must appoint a recognized agent, who must be an individual residing in the province upon whom a notice or document may be served, according to Nova Scotia Legislature, Societies Act. Every incorporated society must also provide notice of its registered office address within Nova Scotia, according to Government of Nova Scotia, Society Incorporation: Overview and Instructions. Societies need a registered office in Nova Scotia and a recognized agent that lives in Nova Scotia, according to Government of Nova Scotia, Society: Registry of Joint Stock Companies requirements. You also need a director or officer available to sign the Notice of Directors and Officers form, the Appointment of Recognized Agent form and the Notice of Registered Office form, according to Government of Nova Scotia, Incorporate a society.
If you are unable to file online, you can use the Society Incorporation Forms Package (PDF) and send the completed forms package, supporting documents and payment by mail, or drop them off at the Registry of Joint Stock Companies or Access Nova Scotia, on the same page. Payment can be made by credit card (Visa, Mastercard, American Express, Discover), debit card, cheque, money order or cash, with cheques or money orders payable to the Minister of Finance; when you pay online you need to pay by credit card, on the same page.
The incorporation fee is $43.60, according to Government of Nova Scotia, Incorporate a society. It should take 1 to 2 weeks to get the Certificate of Incorporation and Business Number, and it can take longer if more information is needed or if the form has not been filled in correctly, on the same page. Where the Registrar is satisfied that the memorandum and by-laws comply with the Act and that the objects of the society are within the scope of the Act and are sufficiently set forth, the Registrar shall register the memorandum and by-laws and issue a certificate that the society is incorporated, according to Nova Scotia Legislature, Societies Act. A certificate of incorporation is conclusive evidence that the requirements of the Act for incorporation have been complied with and that the society is duly incorporated, on the same page. Information you file with the Registry is available to the public, according to Government of Nova Scotia, Incorporate a society.
6. Renew every year, keep the registers, and treat charity as a separate step
Annual renewal. You need to renew your society's incorporation each year, and you should get a renewal notice by mail or email a month before the renewal date — but it is your responsibility to renew on time, according to Government of Nova Scotia, Incorporate a society. Along with the renewal notice you need to submit the renewal fee, a current list of directors as appointed at the society's annual general meeting, and a copy of the society's most recent financial statements, on the same page. The renewal fee is $31.15, on the same page. Every society must file annually a list of directors as appointed at the last annual meeting and a financial statement, signed by the auditor or by two directors, in the form of a balance sheet and income statement, according to Government of Nova Scotia, Society Incorporation: Overview and Instructions.
Registers and changes. Societies need to keep a register of members, keep a register of directors, keep minutes of all member meetings and director meetings, and keep copies of the registers and minutes at the society's registered office, according to Government of Nova Scotia, Society: Registry of Joint Stock Companies requirements. Notify the Registry of changes to the recognized agent, registered office, directors, officers or their addresses, on the same page. Certain fundamental changes — a name change, an alteration of the objects and purposes, amending the by-laws, or borrowing money — require a special resolution, according to Government of Nova Scotia, Society Incorporation: Overview and Instructions. A special resolution is a resolution passed by a minimum of three-fourths of the members present, either in person or by proxy where proxies are allowed, at a meeting duly called and convened for that purpose, and must be approved by the Registrar before taking effect, on the same page. The directors have no power to alter the by-laws or the Memorandum of Association, on the same page. The Registry does not supervise the conduct of societies or help resolve internal disputes, according to Government of Nova Scotia, Society: Registry of Joint Stock Companies requirements.
Charitable status is a separate step. Incorporation under the Societies Act does not automatically give a society the right to issue official donation receipts for income tax purposes; a society that wishes to become a registered charity must apply to the Canada Revenue Agency, according to Government of Nova Scotia, Society Incorporation: Overview and Instructions. The Canada Revenue Agency's charities pages cover applying to become a registered charity, operating a registered charity, and filing the registered charity information return, according to Canada Revenue Agency, Charities and giving. Until the Canada Revenue Agency registers the society, it cannot issue official donation tax receipts — and it should not tell donors otherwise. If the organization never needs to issue tax receipts, it can operate as an incorporated society indefinitely without ever applying to the Canada Revenue Agency.
What the opened pages do not state
The opened Nova Scotia pages do not state how long a name reservation lasts, so this guide gives no reservation expiry period — reserve the name and file promptly rather than assuming a window. They do not state whether the $43.60 incorporation fee or the $31.15 renewal fee includes HST, so this guide states neither. The older Registry instruction sheet (revised February 2015) lists the incorporation fee as $43.30, while the current Incorporate a society page lists $43.60; this guide uses the current page's figure and states the older figure only in the FAQ. The opened pages do not publish a processing time for paper filings, so the 1-to-2-week figure in this guide is the online filing figure from the Incorporate a society page. No Canada Revenue Agency processing time for charitable registration is stated on the Agency's charities page, so none is printed.
Related guides:
- How to Start a Nonprofit Organization in Canada — the national guide to choosing between federal and provincial incorporation and getting a non-profit off the ground.
- Starting a Non-Profit in Canada Checklist — the step-by-step checklist for starting a non-profit, from the idea to the first board meeting.
- GST/HST for Charities and Non-Profits in Canada — when a charity or non-profit has to register for GST/HST and what it can claim back.
- How to Register a Business in Nova Scotia — the Nova Scotia business-name and registration route, for the for-profit side of the Registry.
- How to Incorporate a Non-Profit in Quebec — Quebec's non-profit incorporation route, for comparison with Nova Scotia's society model.
- How to Incorporate a Non-Profit in British Columbia — British Columbia's non-profit incorporation route, for comparison with Nova Scotia's society model.
7. Wind up and dissolve the society
A society ends by winding up and dissolving, and that can only happen by special resolution. The members must be notified of the meeting and the intention to vote, a quorum must be present, and at least three-fourths of the members present, in person or by proxy where proxies are allowed, must vote in favour. An officer or director signs the Special Resolution, and the Special Resolution Form must be filed with the Registry of Joint Stock Companies within 14 days of the vote.
File the Society Surrender Form with the special resolution, the society's financial statements, the Petition for Surrender of Certificate of Incorporation, and the society's original Certificate of Incorporation. Any remaining assets must be transferred first: the organization that receives the remaining funds must provide a letter confirming it received them. The dissolution fee is $12.45. If the Registry approves the form, it strikes the society from the registry and issues a Certificate of Surrender. The Registry page gives 1 to 2 weeks for the process once the completed form is submitted.
Incorporating a non-profit society in Nova Scotia, in six steps
- Confirm the Societies Act fits your groupIncorporate as a society if your group promotes a benevolent, philanthropic, religious, charitable, educational, social, recreational, sporting or other useful object, and not to carry on a trade, industry or business.
- Reserve the society nameReserve the proposed name with the Registry of Joint Stock Companies before you file. Name reservation is free for societies.
- Gather at least five subscribersAt least five people must subscribe to the Memorandum of Association. They are the first members and directors of the society.
- Draft the memorandum and by-lawsThe memorandum states the society's purposes, that it will not carry on a business, and that no profits will accrue to members. The by-laws set the rules for membership, directors, officers, meetings and finances.
- File with the Registry of Joint Stock CompaniesFile the Society Incorporation Form online or by mail with the memorandum, by-laws, Society Classification, Notice of Directors and Officers, Appointment of Recognized Agent, Notice of Registered Office, and the $43.60 incorporation fee.
- Receive the certificate and renew every yearIt should take 1 to 2 weeks to get the Certificate of Incorporation and Business Number. Renew every year with the $31.15 fee, a current list of directors and the most recent financial statements.
Questions people ask
How much does it cost to incorporate a non-profit society in Nova Scotia?
The incorporation fee is $43.60, and the annual renewal fee is $31.15, according to the Government of Nova Scotia's Incorporate a society page. Name reservation is free for societies. An older Registry instruction sheet (revised February 2015) lists the incorporation fee as $43.30, so use the $43.60 figure from the current page when you budget.
How many people do we need to incorporate a society in Nova Scotia?
At least five. Any five or more persons may make and subscribe a memorandum of association to incorporate a society under the Societies Act. The five subscribers are the first members and directors of the society, and all five must sign the memorandum in their own handwriting, witnessed by someone who is not one of the subscribers.
What can a Nova Scotia society be incorporated for?
A society may be incorporated to promote any benevolent, philanthropic, patriotic, religious, charitable, artistic, literary, educational, social, professional, recreational or sporting object, or any other useful object, but not for the purpose of carrying on any trade, industry or business. A society has no share capital, cannot declare a dividend, and cannot distribute its property among its members while it exists.
What is a recognized agent, and who can be one?
Every incorporated society must appoint a recognized agent who is an individual residing in Nova Scotia. Notices and documents served on the recognized agent count as served on the society. You file an Appointment of Recognized Agent form as part of the incorporation filing, and you must notify the Registry if the recognized agent or their address changes.
Does incorporating as a society make us a registered charity?
No. Incorporation under the Societies Act does not automatically give a society the right to issue official donation receipts for income tax purposes. To become a registered charity you must apply separately to the Canada Revenue Agency. Until the Canada Revenue Agency registers the society, it cannot issue official donation tax receipts.
What do we have to file every year after incorporating?
Every year you must renew the registration and pay the $31.15 renewal fee, file a current list of directors as appointed at the annual general meeting, and file a copy of the society's most recent financial statements. You should get a renewal notice by mail or email a month before the renewal date, but it is your responsibility to renew on time.
Sources
- Government of Nova Scotia, Incorporate a society — the filing contents, the six filing steps, the 1-to-2-week processing time, the $43.60 incorporation fee and $31.15 renewal fee, payment options, the five-subscriber and witness requirement, and the annual renewal contents.
- Government of Nova Scotia, Society: Registry of Joint Stock Companies requirements — the society legal structure, the five-person minimum, the permitted objects, the no-distribution rule, the registered office and recognized agent requirements, the registers and minutes, and the annual return and financial statements.
- Government of Nova Scotia, Society Incorporation: Overview and Instructions — the memorandum contents, the free name reservation, the by-laws, the first-directors list, the recognized agent and registered office, the older $43.30 fee figure, the annual filing contents, and the special-resolution rule.
- Nova Scotia Legislature, Societies Act — Societies Act, R.S., c. 435, sections 3, 4, 5, 6, 7, 8, 9, 13 and 27: the permitted objects, no share capital or dividends, the incorporation procedure, the certificate, the recognized agent, and the by-law approval rule.
- Canada Revenue Agency, Charities and giving — applying to become a registered charity, operating a registered charity, and the registered charity information return.
- Government of Nova Scotia, Wind-up and dissolve a society: the special resolution to wind up, filing the Special Resolution Form within 14 days, the Society Surrender Form and its supporting documents, the transfer of remaining assets, the $12.45 dissolution fee, and striking from the registry with a Certificate of Surrender.