Before applying to become a non-profit, organizations must decide if it makes more sense to incorporate federally or provincially. If they choose to incorporate provincially the process for doing this is outlined below.
Whether or not you need the help of legal or accounting professionals to incorporate depends on the nature of the organization. If the organization is or may become large and complex, professional help may be needed.
An organization may incorporate federally or provincially. The decision about where to incorporate is generally based on the location of the organization. If the organization will carry on activities in more than one province under the same corporate name and wants to move its registered office around the country with ease, it can incorporate federally. A local organization that will remain in the community or province usually incorporates provincially. An organization that is incorporated federally may also be required to register provincially, depending on the nature of its activities in Saskatchewan. This information deals with incorporating a corporation provincially.
Similarities may exist for incorporating federally. For information on incorporating federally contact Corporations Canada.
One or more persons may incorporate a corporation. The individuals must be at least 18 years of age and mentally competent. They cannot be bankrupt. Applications are made to the Corporate Registry.
The following outlines some information you will need and decisions you will have to make to be able to complete the incorporation process. This information should be collected and these decisions made before you start the process.
You must choose a name for your organization. There are some guidelines to keep in mind when choosing a name. The name must end with "Inc.", "Incorporated", "Incorporée", "Corp." or "Corporation." The name must also include a distinctive element to distinguish your organization from other organizations in a similar industry, as well as a descriptive element that explains the type of work you'll be doing.
A corporation's name can be in Cree, Dené, English, French, Michif, Lakota, Nakota, Dakota, or Saulteaux.
If you use the online application the system it will assist you in determining if your name is acceptable and available. If you are downloading the forms you need to complete the Name Reservation form.
If you are using the online application you will not be able to move forward until this step has been completed. If you are downloading the forms you can submit the Name Reservation Form before you submit your application to incorporate or at the same time you submit your application. However, it is a good idea to confirm that you can use the name that you have chosen before going on to complete the application.
A change to the name of a corporation must be filed with the Corporate Registry using the Name Change form.
You will need Articles of Incorporation for your non-profit organization. The Articles of Incorporation identify the unique characteristics of each corporation. The Articles must include the following:
See Reserve a Name for more information.
If you do not set an incorporation date, the date of incorporation will be when the Corporate Registry receives the properly completed forms and fees. If you wish, 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 to present the financial statements and the auditor's report to the membership. 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 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, it is important to note that the final notice that you need to file 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. If the online application was used to register the corporation, changes can be recorded by using the update entity option. Otherwise you must complete and file 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.
It is only necessary to state "one class" of members if all members have the same rights and privileges, even if members have different titles, such as honorary members or founding members. However, if members have different privileges, the Articles must state the different classes and the different rights and privileges of each class. For example, if certain members cannot vote on particular issues, those members form a different class.
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 or 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.
If your organization is considering registration as a charity under the Income Tax Act 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 it is a good idea to submit a draft of your Articles to the CRA before deciding on how to word the purpose of your corporation and restrictions on activities. If there are no restrictions, that must be stated in the Articles.
Any changes to restrictions on activities must be filed with Corporate Registry using the Change Nature of Activity form.
A membership corporation must state whether any remaining property after dissolution will be transferred according to subsection 16-19(4) of The Non-profit Corporations Act, 2022. This section provides that any remaining property will be distributed equally among the members. A membership corporation can also set out a different way for the remaining property to be dealt with in their Articles.
Any property remaining after a charitable corporation is dissolved cannot go to the members. A charitable corporation must state whether it will go to another charity (either a charitable corporation or a charity registered with the CRA), to a government (municipal, federal or provincial) or to a government agency. If this is not set out in the Articles a court order will be needed to deal with any remaining property. If there are no provisions, that must be stated in the Articles. See Dissolving a Non-Profit Corporation for information about the process and restrictions on where any surplus of a charitable corporation can go.
If there are any other matters that you want to have in your Articles these must be stated. 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 name, address of the incorporator must be included and if it is a corporation their business number. Articles may be submitted by the incorporator or by someone they authorize. Contact information and name of the person who is submitting the Articles must be included.
A statement by the individual submitting the Articles that the contents of the Articles incorporation are true and that they are the incorporator or are authorized by the incorporator to submit the Articles is required. The person submitting the Articles must sign them.
A copy of the Articles must be included with the incorporation application if there is...
Amendments to Articles must be passed by a special resolution of the members of the corporation. A special resolution must be passed by at least two-thirds of the total votes at a general meeting. A vote to amend an Article can only be held at a general meeting with at least 15 days’ notice to the members of the meeting and of the resolution to change the Articles.
A change in the Articles must also be filed with the Corporate Registry using the Amendment form. Provisions that do not need to be in the Articles can be stated in bylaws, which are simpler to change (see Bylaws for more information).
Once you have reserved a name and drafted the Articles you can apply to incorporate. There are two options for submitting an application for incorporation:
Regardless of how you apply there are prescribed fees. If you are using the online application the applicable fees will be shown under the fees tab. If you are downloading the Incorporation Form to complete and submit you will need to go to isc.ca for the current fee schedule.
Much of this information will come from your Articles and is important to make sure it is the same in both documents.
The following information is required to complete the application.