How to Incorporate a Non-Profit in Quebec

The short answer

*A Quebec non-profit incorporates under Part III of the Companies Act (Loi sur les compagnies) by letters patent (lettres patentes) from the enterprise registrar — the Registraire des entreprises du Québec (REQ).* At least three people, all 18 or older, apply together for objects without pecuniary gain: national, patriotic, religious, philanthropic, charitable, scientific, artistic, social, professional, athletic, sporting, or similar objects. The fee for the letters patent is $145. This is not the Ontario route and not the federal route — Ontario's Not-for-Profit Corporations Act and the federal Canada Not-for-profit Corporations Act do not apply to a Quebec Part III incorporation.

The letters patent are the constituting act. Once the enterprise registrar grants them and deposits them in the register, the applicants and later members are a legal person under the name in the letters patent, from the date of the letters patent.

1. Check that Part III fits

Part III covers associations and legal persons with no share capital, constituted or continued by letters patent. The enterprise registrar may grant a charter to any number of persons, not less than three, for objects of a national, patriotic, religious, philanthropic, charitable, scientific, artistic, social, professional, athletic or sporting character, or the like, but without pecuniary gain, according to Légis Québec, Companies Act, Part III. The charter covers those purposes and no other purpose.

Three points to settle before drafting anything:

• The objects must be non-profit. If the venture will distribute profits to owners, Part III is the wrong statute.
• You need at least three applicants. All applicants must be at least 18 years of age.
• The name must comply with Quebec's name rules. The name must not contravene the Charter of the French language, must not falsely suggest the organization is a public authority or is related to another person, and must not be identical to or likely to cause confusion with a name already reserved or used in Quebec, according to Légis Québec, Companies Act, Part III.

2. Reserve the name

Reserve the name with the enterprise registrar before filing, or pay the research fee at filing. The fee for the reservation of a name and the preparation of a research report is $37, according to Légis Québec, Act respecting the legal publicity of enterprises, fee schedule. If the name was not reserved when you apply for letters patent, the fee for the research and the preparation of a research report is $21 for a legal person without share capital. Fees are increased by 50% if priority processing is provided on request.

3. Prepare the application and the memorandum of agreement

The applicants file an application with the enterprise registrar setting out the name of the legal person, the purposes for which constitution is sought, the place within Quebec where its head office is to be situated, the amount to which the immovable property the legal person may own or hold — or the revenue from it — is limited, and the name, address, and calling of each applicant, with special mention of at least three of them who are to be the first or provisional directors, according to Légis Québec, Companies Act, Part III. The application and a memorandum of agreement are drawn up using a form supplied for that purpose or authorized by the enterprise registrar.

Draft the purposes with care if the organization will later seek charitable status. The CRA reviews the governing documents when it assesses a charity application, and purposes that are not exclusively charitable will not pass that review. Write the purposes to match what the organization will actually do, not what sounds impressive.

4. File with the enterprise registrar and pay $145

File the application and the memorandum of agreement with the enterprise registrar. The fee for applying for letters patent constituting a legal person without share capital is $145, according to Légis Québec, Act respecting the legal publicity of enterprises, fee schedule. No letters patent are delivered until all fees payable are duly paid. The enterprise registrar deposits the letters patent in the register immediately after granting them, and the legal person exists from the date of the letters patent.

Later changes use supplementary letters patent. The fee for applying for supplementary letters patent for a legal person without share capital is $65, and the fee for filing for approval of a by-law to change a name is also $65, according to Légis Québec, Act respecting the legal publicity of enterprises, fee schedule.

5. Adopt by-laws and run the organization

After incorporation, the members adopt by-laws covering membership, meetings, elections of directors, and the annual subscription or contribution of members, which must be paid in money at the dates, places, and in the manner fixed by the by-laws. Every year a list is prepared of the duly qualified members, and each member is entitled to see it, according to Légis Québec, Companies Act, Part III.

Members are not personally responsible for the debts of the legal person, according to Légis Québec, Companies Act, Part III. That protection is one of the main reasons to incorporate rather than operate as an unincorporated association.

6. File the annual declaration

Registration in the Quebec enterprise register is not a one-time event. The fee for the deposit of a registration declaration is $32 for a non-profit legal person, and the annual registration fee for a registrant registered on January 1 is $32 for a non-profit legal person, according to Légis Québec, Act respecting the legal publicity of enterprises, fee schedule. File the annual declaration on time: the fee for filing the annual declaration after the applicable period is $16 for a non-profit legal person, and the fee for filing an annual report is $40 for a non-profit legal person.

7. Charity status is a separate step

Incorporation does not make the organization a registered charity. To issue official donation tax receipts, the organization must apply to the Canada Revenue Agency's Charities Directorate and be registered as a charity under the Income Tax Act. The CRA's charities pages cover applying to become a registered charity, operating a registered charity, and the annual information return, according to Canada Revenue Agency, Charities and giving. An organization that never needs to issue tax receipts can operate as an incorporated non-profit indefinitely without applying to the CRA.

8. Tax accounts with Revenu Québec

Incorporation with the REQ does not by itself register the organization for Quebec sales tax. If the organization will make taxable supplies, check with Revenu Québec whether QST registration applies, and register for a business number and any payroll accounts the organization needs. The opened pages for this guide do not state the QST registration thresholds, so no threshold is printed here — see the section below.

What the opened pages do not state

The Companies Act text and the fee schedule opened for this guide do not state the REQ's current online filing route or processing time for a Part III application, so neither is printed here — use the REQ's current filing channel and confirm the wait before promising a launch date. The fee schedule version opened is dated 2010 with a 2025 history entry, and fees are indexed, so confirm the $145 letters patent fee and the $32 annual fee against the REQ's current tariff before paying. The opened pages do not state QST registration thresholds or the CRA's current charity-application processing time, so this guide states neither.

Related guides

• How to Incorporate a Non-Profit in Ontario — the Ontario route under the Not-for-Profit Corporations Act, for comparison with Quebec's Part III letters patent route.
• How to Incorporate a Non-Profit in British Columbia — the British Columbia societies route, a third provincial model.
• How to Register a Business in Quebec: the REQ, Your NEQ, and the French-Language Rules — the REQ register, the Quebec enterprise number, and the French-language rules that also apply to a non-profit's name.
• How to Incorporate Federally vs Provincially in Canada — how to choose between a federal incorporation and a provincial one.
• How to Start a Nonprofit Organization in Canada — the national picture: incorporation, governance, and the charity step.
• GST/HST for Charities and Non-Profit Organizations in Canada — how sales tax treats charities and non-profits once operating.

Sources

• Légis Québec, Companies Act, Part III — Part III letters patent, at least three applicants aged 18 or older, objects without pecuniary gain, application contents, first directors, deposit in the register, members not personally liable, name rules.
• Légis Québec, Act respecting the legal publicity of enterprises, fee schedule — $145 letters patent for a legal person without share capital, $65 supplementary letters patent, $37 name reservation, $21 name research, $32 registration and annual fees, 50% priority processing increase.
• Canada Revenue Agency, Charities and giving — applying to become a registered charity, operating a registered charity, and the annual information return.