How to Incorporate a Non-Profit in Ontario

Incorporating a non-profit in Ontario means creating a corporation with no share capital under the Not-for-Profit Corporations Act, 2010 (ONCA). This guide is the full ONCA-only walkthrough: the articles, the name search, the directors, the by-laws, the Ontario Business 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 Ontario 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.

1. Confirm ONCA is the right statute

ONCA has been in force since October 19, 2021, according to Ontario, Rules for not-for-profit and charitable corporations. It generally applies automatically to every corporation that does not issue ownership shares — that is, has no share capital — and is incorporated under an act of the Ontario legislature, on the same page. That no-share-capital point is the defining feature: a non-profit corporation has members, not shareholders, and no part of its profits or property may be distributed to a member, a director, or an officer except in furtherance of its activities, according to Ontario Ministry of Public and Business Service Delivery, Notice – Not-for-Profit Corporations Act, 2010 – Incorporating a Not-for-Profit Corporation.

Choose ONCA when the organization will operate mainly in Ontario. If it will operate across Canada, the federal route in the national guide may fit better — but do not file both. One corporation, one statute. Note also that ONCA does not apply to every organization without share capital: insurance corporations under Part V of the Corporations Act, corporations without share capital under the Co-operative Corporations Act, and share-capital social-purpose companies such as some golf, tennis, or country clubs are exceptions, according to Ontario, Rules for not-for-profit and charitable corporations. If your organization falls in one of those groups, get advice before filing under ONCA.

2. Clear the corporate name with an Ontario-biased NUANS report

An Ontario-biased or weighted NUANS name search report is required, according to Ontario Ministry of Public and Business Service Delivery, Notice – Not-for-Profit Corporations Act, 2010 – Incorporating a Not-for-Profit Corporation. The report lists existing corporate and business names and trademarks that are the same as or similar to the proposed name, on the same page. Get it from a private name search company — the Ministry does not provide the search, on the same page. A Canada (federal) biased NUANS name search is not acceptable, on the same page.

Two timing rules matter. The NUANS report must not be dated more than 90 days before the articles are filed, on the same page — if it expires before the articles are endorsed, you will need a valid report to complete the filing. And you may save drafts prepared online for up to 90 days before filing, so do not start the online draft until the name search is in hand, on the same page.

Name rules to check before you fall in love with a name:

• A legal element is not required, but the word "Incorporated", "Incorporée", or "Corporation", or the abbreviations "Inc." or "Corp.", may be part of the name, on the same page. The words "Limited" or "Limitée", or "Ltd." or "Ltée", cannot be used, on the same page.
• The words "Foundation" or "fondation", if the word suggests the corporation is a charity, and "Charity", "organisme de bienfaisance", "charitable", "caritative", or any variation of those words, require the written consent of the Public Guardian and Trustee, on the same page.
• A not-for-profit is not permitted to have a number name, on the same page.
• The name must not contain a word or expression that would lead to the inference that the corporation is not a not-for-profit corporation — a name such as "ABC Inc." is not acceptable for a not-for-profit corporation, on the same page.
• The Ministry does not review proposed corporate names for similarity to any other name, and the corporation remains responsible for compliance, on the same page. A name similar to another corporation's may lead to a names hearing under ONCA or a lawsuit, on the same page.

Keep the NUANS report at the corporation's registered office; you will be asked for the report reference number, the proposed name searched, and the date of the report when filing, on the same page.

3. Line up at least three directors and a registered office

A corporation must have at least three directors, and each director must be at least 18 years of age, according to Ontario Ministry of Public and Business Service Delivery, Notice – Not-for-Profit Corporations Act, 2010 – Incorporating a Not-for-Profit Corporation. The directors manage or supervise the management of the activities and affairs of the corporation, on the same page. The articles may set out a fixed number of directors or a minimum and maximum number of directors — a floating board — on the same page. A director is not required to be a member of the corporation unless the by-laws provide otherwise, on the same page.

Every director must consent in writing to hold office before or within 10 days after the election or appointment, on the same page. First directors who are not incorporators must give a Consent to Act as First Director, on Form 5260 from the Central Forms Repository, on the same page — the incorporators themselves consent by signing the articles. Every director and officer must act honestly and in good faith with a view to the best interests of the corporation, and exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances, on the same page.

Two extra rules apply if the corporation will be a public benefit corporation. Not more than one-third of the directors of a public benefit corporation may be employees of the corporation or of any of its affiliates, on the same page, and directors of charitable corporations are generally not permitted to be employed by the charitable corporation, with certain limited exceptions, on the same page. A public benefit corporation is a charitable corporation, or a non-charitable corporation that receives more than $10,000 in a financial year in donations or gifts from people who are not members, directors, officers, or employees, or in grants or similar financial assistance from a federal, provincial, or municipal government or agency, on the same page — so a corporation that starts out ordinary can become a public benefit corporation once outside funding passes $10,000 in a year.

The registered office address must be a physical location in Ontario; a post office box is not acceptable, on the same page. The articles, the signed copies, the NUANS report, and the consents must be kept at the registered office, on the same page. You will also need the incorporators' names and addresses for service, an official email address for the corporation, a contact person's name and email, and a NAICS business activity code describing the corporation's main activity, on the same page.

4. Draft the articles of incorporation

Articles of Incorporation must be completed and filed to incorporate a not-for-profit corporation in Ontario under ONCA, in accordance with the ONCA, its regulations, and the Director's Notice, according to Ontario Ministry of Public and Business Service Delivery, Notice – Not-for-Profit Corporations Act, 2010 – Incorporating a Not-for-Profit Corporation. The articles set out:

• The corporate name, cleared under step 2.
• The registered office address in Ontario.
• The purposes. The corporation must have a non-profit purpose, on the same page. Any non-profit purpose that is not unlawful may be set out as the first purpose, and commercial purposes can be included only to advance or support one or more non-profit purposes of the corporation, on the same page. A charitable corporation must set out exclusively charitable purposes, on the same page — relief of poverty, advancement of education, advancement of religion, or another charitable purpose beneficial to the community, on the same page.
• The number of directors, fixed or as a minimum and maximum.
• The classes of members, if more than one. A corporation must have at least one class of voting members, and if it has two or more classes or groups of members it must set this out in its articles, according to Ontario, Rules for not-for-profit and charitable corporations. The conditions of membership go in the by-laws, not the articles, on the same page.
• Special provisions. All non-charitable corporations must carry a non-profit special provision, which will automatically form part of the articles, according to Ontario Ministry of Public and Business Service Delivery, Notice – Not-for-Profit Corporations Act, 2010 – Incorporating a Not-for-Profit Corporation. If the corporation indicates that it intends to operate as a charity, several further special provisions automatically form part of the articles, including that the corporation is subject to the Charities Accounting Act, that no director receives remuneration for services as a director, that funds are invested under the Trustee Act, and that on dissolution remaining property goes to a Canadian body corporate that is a registered charity with similar purposes, the Crown in right of Ontario or Canada, an agent of either Crown, or a municipality in Canada, on the same page.

If you intend to seek charitable status later, use the Canada Revenue Agency's examples of charitable purposes where they fit, or draft purposes with the CRA's guidance on drafting purposes in hand: the CRA has developed charitable purpose clauses describing the activities of some of the most common types of charitable corporations, and they are available on the CRA's website, on the same page. Getting the purposes wrong at incorporation is expensive to fix later, because the CRA reviews your governing documents when you apply for charitable registration.

The articles must be signed by each of the incorporators, on the same page. Manual signatures or electronic signatures are permitted, on the same page.

5. File through the Ontario Business Registry

You can incorporate online directly with the Ministry through ServiceOntario at ontario.ca/businessregistry, using a valid and up-to-date ServiceOntario online account, according to Ontario Ministry of Public and Business Service Delivery, Notice – Not-for-Profit Corporations Act, 2010 – Incorporating a Not-for-Profit Corporation. You will need a valid credit or debit card ready to pay the filing fee, on the same page — the fee amount itself is not stated in this guide; see the figures section below. The Ontario Business Registry is where the transaction happens, and ServiceOntario continues to process applications for incorporation, including not-for-profit corporations, according to Ontario, Rules for not-for-profit and charitable corporations.

When the articles are completed, the Ministry emails the certificate of incorporation, the articles of incorporation as recorded, a payment receipt, a company key needed for future filings, and the terms and conditions for online filing, according to Ontario Ministry of Public and Business Service Delivery, Notice – Not-for-Profit Corporations Act, 2010 – Incorporating a Not-for-Profit Corporation. The certificate sets out the corporate name, the Ontario Corporation Number, and the effective date, on the same page. Guard the company key: it is sent only to the corporation's official email address, on the same page, and you need it for future filings in the registry.

The effective date is the date the articles, other required documents, and the required fee are received by the Ministry in accordance with the filing requirements — or a future date up to 30 days later, if you request one, on the same page.

Filing by mail is also possible: download the ONCA Articles of Incorporation, Form 5270, complete it on a computer, print it, obtain the signatures, and mail it with payment and supporting documents to the Ministry at 393 University Avenue, Suite 200, Toronto, Ontario M5G 2M2, on the same page. A handwritten application, a missing payment or email address, or the wrong form will not be processed and will be returned by regular mail, on the same page.

6. Pass by-laws within 60 days, then file annually — and treat charity as a separate step

By-laws. The by-laws are passed by the directors and approved by members, and govern the internal affairs of the corporation — the conditions of membership, the time for and manner of election of directors, and the time, place, procedures, and notice for meetings of directors or members, according to Ontario Ministry of Public and Business Service Delivery, Notice – Not-for-Profit Corporations Act, 2010 – Incorporating a Not-for-Profit Corporation. If the directors do not pass an organizational by-law within 60 days after the date of incorporation, the corporation is deemed to have passed the standard organizational by-laws approved by the Ministry, on the same page. The standard organizational by-law sets out the rules for board meetings and elections, and applies automatically to a corporation that does not pass an organizational by-law within 60 days after incorporation, according to Ontario, Rules for not-for-profit and charitable corporations. Put the by-law on the board's first agenda; the 60-day clock starts at incorporation, not when you get around to it.

Annual filings. After incorporation, not-for-profit corporations must comply with filing requirements under the Corporations Information Act, according to Ontario Ministry of Public and Business Service Delivery, Notice – Not-for-Profit Corporations Act, 2010 – Incorporating a Not-for-Profit Corporation. You can file your annual return directly in the Ontario Business Registry, according to Ontario, Ontario Business Registry: all services. Charitable corporations are subject to additional requirements and should contact the Public Guardian and Trustee for information, on the same page of the Notice.

Financial review. Whether the corporation needs an audit, a review engagement, or can waive both depends on its revenue per financial year and whether it is a public benefit corporation, according to Ontario, Rules for not-for-profit and charitable corporations. A review engagement is a new process under ONCA that is less extensive than an audit and generally less expensive, on the same page. The thresholds are $100,000 and $500,000 for a public benefit corporation, and $500,000 for a non-public benefit corporation — see the FAQ above for the full table.

Charitable status is a separate step. Incorporation does not guarantee that the CRA will approve the purposes of the corporation as charitable or that the corporation will be registered as a charity under the Income Tax Act (Canada) by the CRA, according to Ontario Ministry of Public and Business Service Delivery, Notice – Not-for-Profit Corporations Act, 2010 – Incorporating a Not-for-Profit Corporation. To become a registered charity, the corporation must meet the CRA's requirements for charitable registration, on the same page. The CRA's charities pages cover applying to become a registered charity, operating a registered charity, and filing the T3010 return, according to Canada Revenue Agency, Charities and giving. Until the CRA registers the corporation, 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 non-profit indefinitely without ever applying to the CRA.

Figures this guide does not state

• The ONCA articles of incorporation filing fee. No ontario.ca page states the fee for filing ONCA articles of incorporation. Confirm the current fee in the Ontario Business Registry before you file, at Ontario, Ontario Business Registry: all services. The $155 figure found on third-party sites is not stated here: on ontario.ca that figure appears only for incorporating a non-profit co-operative under the Co-operative Corporations Act, a different statute.
• The NUANS report price. The report comes from a private search company, and no official page states its price. Get a quote from a registered search house before filing.
• Processing time for incorporation. No processing time is stated on the ontario.ca pages or the Director's Notice, so none is printed. The effective date is the date the complete filing and fee are received, or a requested date up to 30 days later.
• CRA charitable registration timeline. No CRA processing time is stated on the CRA charities page, so none is printed. Third-party sites quote six to twelve months; that figure is not stated here because it was not verified on an official page.

Related guides:

How to Start a Nonprofit Organization in Canada, GST/HST for Charities and Non-Profits in Canada, How to Register a Business in Ontario, and How to Register for GST/HST in Canada.

Sources

• Ontario Ministry of Public and Business Service Delivery, Notice – Not-for-Profit Corporations Act, 2010 – Incorporating a Not-for-Profit Corporation — articles, NUANS report, directors, special provisions, by-laws, effective date, charitable corporations —
• Ontario, Rules for not-for-profit and charitable corporations — ONCA in force date, no share capital, public benefit corporation definition, financial review thresholds, standard organizational by-law —
• Ontario, Ontario Business Registry: all services — registry transactions, annual return filing, dissolution fee, ServiceOntario contact numbers —
• Canada Revenue Agency, Charities and giving — applying to become a registered charity, operating a registered charity, T3010 return —