How to Become a Non-Profit

An organization may decide to incorporate federally or provincially. A federally incorporated organization will often:

• carry on activities in more than one province under the same name
• want to more easily move its registered office around Canada

An organization that is incorporated federally may also have to register in Saskatchewan. This depends on the nature of its activities in the province.

An organization may want to incorporate only in Saskatchewan if it will stay in the province.

One or more persons may incorporate a corporation. These people must be at least 18 years of age and mentally competent. They cannot be bankrupt. Applications are made to the Corporate Registry.

You will need articles of incorporation for your non-profit corporation. This document identifies the unique characteristics of each corporation. For simple corporations, the incorporation form itself may be sufficient for this. The articles must include a number of things…

If you want to choose a name for your corporation, you must first reserve it. This can be done online or using the Name Reservation form. If you are applying online, the system will help you to determine if your name is acceptable. A reserved name only lasts for 90 days. Once a name is reserved, you should complete your articles and application within this time.

There are some guidelines to keep in mind when choosing a name. The name must contain one of the following words:

• Inc.
• Incorporated
• Incorporée
• Corp.
• Corporation

A corporation's name can be in English, French, Cree, Dené, Michif, Lakota, Nakota, Dakota, or Saulteaux.

An application to incorporate may be rejected if the name:

• is too generic and not descriptive enough
• is likely to be confused with another business entity
• is reserved for another business
• contains the word “Canada” or “Saskatchewan”
• contains the word “credit union”, “cooperative” or any similar word or abbreviated form
• contains obscene or objectionable language
• suggests or implies a connection with the government, an educational institution or a professional association unless the entity consents
• suggests or implies a connection with a political party or the leader of a political party

A change to the name of a corporation must be filed with the Corporate Registry using the Amendment form.

Instead of a name, you may request a number be assigned to the corporation. In this case, the name of the corporation will be a number followed by “Saskatchewan”. It will also include your choice of “Inc.” or one of the other similar terms mentioned above. In this case, your articles will need to include a description of the main activity of the corporation.

The incorporation date is the day the non-profit was incorporated. This will be the date when the Corporate Registry receives the properly completed forms and fees. If you wish, however, you can choose to set a date further in the future.

You must choose a date to be the corporation’s fiscal year end. A corporation can set its own fiscal year end. An annual meeting must be held within six months after the fiscal year end. Financial statements and the auditor's report are presented to the membership at this meeting. For example, if a corporation's fiscal year end is March 31, an annual meeting must be held prior to September 30th of the same year.

The first fiscal year end cannot be more than 14 months from the time of the application for incorporation. If the fiscal year end is less than two months after the date of incorporation, your first fiscal year end must be the following year.

Any changes to the fiscal year end must be filed with the Corporate Registry using the Change Fiscal Year End form.

A corporation must have a registered office in Saskatchewan. It cannot be a post office box. The registered office is usually the place where the corporate records are kept. This includes things like minutes of meetings, financial records, membership lists and other information. If you do not want to receive mail at this address you can also register a mailing address. However, the final notice for filing your annual return will only be sent to the registered office.

Any change to the registered office location or mailing address must be reported to the Corporate Registry within 15 days. This change can be done using the Change of Registered Addresses form.

You must decide whether to incorporate as a membership or a charitable corporation. See Types of Non-Profits for more information.

Membership classes set out rights and privileges of members. You only need to set out one class of members if all members are the same. However, if members have different privileges, the articles must state the different classes. The different rights and privileges of each class must also be set out. For example, if certain members cannot vote on particular issues, those members form a different class. There must be at least one class that is able to vote in every meeting.

A membership corporation can have just one director, but a charitable corporation must have a minimum of three directors. The articles may provide that the corporation must have a certain number of directors. It can also set out the minimum and maximum number of directors the corporation can have. However, the articles cannot reduce the minimum number of directors required by law.

The articles must list who the initial directors and officers of the corporation will be.

If membership rights can be transferred, this must be stated in the articles.

Organizations may include restrictions on their activities in the articles. If there are no restrictions, the articles must say so.

An organization may consider registering as a charity under the Income Tax Act. In this case, the articles must restrict the activities of the corporation to what are considered charitable activities by the Canada Revenue Agency (CRA). If your organization is considering this, you may want to read the CRA’s guidelines first.

Any changes to restrictions on activities must be filed with Corporate Registry using the Change Nature of Activity form.

A non-profit corporation may set out who the remaining property is transferred to if the corporation is dissolved. The articles must note that there are no provisions setting out how property is to be distributed, if that is the case.

For membership corporations, the remaining property can go to the members. It can be divided equally or in some other fashion set out in the articles. If the articles do not set this out, the property will be divided equally between the members.

Any property left after a charitable corporation is dissolved cannot go to the members. A charitable corporation may state whether it will go to:

• another charitable corporation or a charity registered with the CRA
• the government of Canada, a provincial government or a municipality
• a government agency
• any combination of the above

If this is not set out in the articles, a court order will be needed to deal with any remaining property.

See Dissolving a Non-Profit Corporation for more information.

If there are any other matters that you want to have in your articles, these must be set out. If there are no other provisions, that must be stated in the articles. Anything that can covered with a bylaw can be in the articles. The articles cannot increase the number of member votes needed to remove a director. It is a good idea to keep the provisions in the articles to a minimum because, although they can be changed, there is a process that must be followed.

The incorporator is the person or corporation who signs the articles. Their name, address and, if it is a Saskatchewan corporation, business number must be included. The person who is submitting the articles must also include:

• their name and contact information
• a statement that the contents of the articles are true and that they are the incorporator or are authorized by the incorporator

A copy of the articles must be included with the incorporation application if there:

• is more than one membership class
• are rights to transfer a membership interest
• are any restrictions on activities the corporation can engage in
• are provisions regarding dissolution
• are other provisions

Once you have reserved a name and drafted the articles, you can apply to incorporate. You can submit applications online or use printed forms. Regardless of how you apply, there are prescribed fees. The current fee schedule can be found online.

The following information is required to complete the application:

• if you reserved a name, the reserved name and name reservation number
• if you want a number assigned as a name, your choice of legal ending and the nature of the corporation’s activities
• the fiscal year end
• the incorporation date
• membership class information, including the names of any membership classes and whether they have voting rights
• whether it is a membership or charitable corporation
• the authorized number of directors being either a range or a fixed number
• whether there is a right to transfer membership interest in the articles
• whether there are restrictions on activities in the articles
• whether there are any other provisions in the articles
• the corporation’s dissolution provisions
• the articles of incorporation, if required
• the registered office being its physical address and a mailing address if it is different, as well as an email address if the corporation wants the Corporate Registry to email information about the annual return
• director and officer information, including their first and last names, addresses and, if they are an officer, the office they hold
• incorporator information and signature
• the referred notification method

You can use the online Corporate Registry Application. The online application allows you to register with the Ministry of Finance and the Saskatchewan Workers’ Compensation Board at the same time. You will also be automatically registered for a Canada Revenue Agency Business Number. You will need to create an account to use the online application. With an account, you can also change certain things such as the corporation’s registered office.

You can download the Incorporation form from the Corporate Registry site. If you use this form, you will need to register for a Canada Revenue Agency Business Number separately. You can also register with the Ministry of Finance and the Saskatchewan Workers’ Compensation Board separately.