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.
There are two options for submitting an application for incorporation:
Regardless of how you apply there are certain steps and required information, as well as 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 www.isc.ca for the current fee schedule. 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.
If you are using the online application the system will assist you in determining if your name is acceptable and available. If you are downloading the forms you need to complete the Name Search and 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 Search and 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.
If you later want to change the name of the corporation a Name Change form must be filed with the Corporate Registry.
Any change in the nature of a corporation’s activities must be reported to the Corporate Registry using the Change Nature of Activity 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...
Some information from the Articles is required when completing the incorporation application. A signed copy of the Articles themselves must be submitted if there will be…
The Articles may be submitted by the incorporator or an individual authorized by the incorporator. They must be signed by the person submitting them and include their contact information. They must also include a statement that the contents are true and that the person indicated is the incorporator or an individual authorized by the incorporator.
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 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.
If there is a change in the registered address or the mailing address this change must be filed with the Corporate Registry using the Notice of Change of Registered Office/ Mailing Address form. If you used the online application you can update this information online by signing into your account and using the update entity option.
When you apply to incorporate as a non-profit you must also list who the directors of the corporation will be. Together the directors form a board that has the overall responsibility for managing the activities and affairs of the corporation. Any mentally competent person who is at least 18 years of age and who is not bankrupt can be a director.
Membership corporations must have at least one director. Charitable corporations must have at least three directors and at least two of the directors must be someone who is not an officer or employee of the corporation. At least one director must live in Saskatchewan and at least 25% of the directors must be resident Canadians. If a non-profit has less than four directors, at least one director must be a resident Canadian. A director does not have to be a member of the corporation unless required by the corporation's bylaws.
Any change to who is a director of the corporation must be reported to the Corporate Registry using the Change of Directors/Officers form. If you used the online application you can update this information online by signing into your account and using the update entity option.
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 four 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 July 31 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 in less than two months after the date of incorporation your first fiscal year-end must be the following year.
A corporation can change their fiscal year-end date. To do this you must submit the Change Fiscal Year End form to the Corporate Registry.
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.
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