How to Start a Non-Profit in Ontario: From Registration to Launch

Incorporating a not-for-profit corporation in Ontario costs $155 and takes about 5 business days when you file online through the Ontario Business Registry. The rules come from the Not-for-Profit Corporations Act, 2010 (ONCA), which has governed every Ontario non-profit since its transition period ended on October 18, 2024. This guide walks through incorporation, governance, charitable status and what you must file every year.

Ontario non-profit incorporation at a glance

Understanding Ontario non-profit requirements

Not-for-profit vs. charity

Incorporation creates the legal entity; it doesn't make you a charity. Every incorporated non-profit is a not-for-profit corporation, which can't distribute profits to members, directors or officers. A registered charity is a not-for-profit with exclusively charitable purposes (relief of poverty, advancement of education or religion, or other purposes beneficial to the community) that the CRA has registered. Only registered charities can issue official donation receipts.

Public benefit corporations

ONCA labels some non-profits public benefit corporations: every charity, and non-charities that receive more than $10,000 a year in donations or government grants. They face stricter rules, such as limits on how many directors can be employees and stronger financial review requirements.

Ontario or federal?

An Ontario non-profit suits organizations active mainly in Ontario. A federal corporation under the Canada Not-for-profit Corporations Act suits national organizations, but it files with Corporations Canada and registers in each province where it operates.

How to incorporate a non-profit in Ontario: step by step

Step 1: Choose a name and get a NUANS report

Pick a name that reflects your mission and isn't confusingly similar to an existing organization. Order an Ontario-biased NUANS report, valid for 90 days, to submit with your articles.

Step 2: Define your purposes

The articles must state the corporation's purposes, meaning what it exists to do. Write them carefully: if you plan to apply for charitable status later, the CRA reviews these purposes, and they must be exclusively charitable. Many organizations also include a dissolution clause directing remaining assets to a qualified donee.

Step 3: Recruit at least three directors

ONCA requires at least three directors, each at least 18 years old. Directors don't have to be members unless your by-laws say so. Each first director who isn't an incorporator must consent to act.

Step 4: File the Articles of Incorporation ($155)

File online through the Ontario Business Registry. The articles set out the name, purposes, registered office address in Ontario, the number of directors (or a minimum and maximum), the first directors, and any classes or groups of members. Under ONCA, classes of members go in the articles, not the by-laws. Online filings are processed in about 5 business days.

Setting up your governance structure

Hold the first directors' meeting

After incorporation, the directors meet to make by-laws, appoint officers, set banking arrangements, issue memberships and, if needed, appoint an auditor or person to conduct a review engagement until the first members' meeting.

Adopt by-laws

By-laws cover membership conditions, meetings, voting, director terms and officers. If the directors don't pass an organizational by-law within 60 days of incorporation, the Ministry's standard organizational by-law applies automatically. You can replace it later. By-laws passed by the directors must be confirmed by the members at their next meeting.

Establish membership and the first members' meeting

Set out who can be a member and how membership ends. The first annual members' meeting must be held within 18 months of incorporation. Members elect directors and appoint the auditor or approve an exemption. ONCA gives members significant rights, including access to financial statements and the ability to requisition meetings.

Keep the required records

Maintain the articles and by-laws, minutes, and registers of directors, officers and members at the registered office.

Registering for tax purposes

Non-profit organizations (no charitable status)

A non-profit that operates exclusively for non-profit purposes is generally exempt from income tax, but it still files a T2 return. It may also need to file Form T1044 if, for example, it receives more than $10,000 in investment-type income or has more than $200,000 in assets.

Applying for charitable status

If your purposes are charitable, apply to the CRA for registration through the Charities IT Portal. There is no fee, but review can take months, so apply as soon as your articles and governing documents are final. Registered charities file the T3010 information return within six months of each fiscal year-end.

GST/HST and payroll

Register for HST if your taxable supplies exceed $50,000 over four consecutive quarters (the threshold for public service bodies such as charities and qualifying non-profits) or if you choose to register sooner. Open a payroll account before you pay any employees.

Opening bank accounts and financial setup

• Documents banks usually ask for: the certificate and articles of incorporation, the by-laws, a directors' resolution naming signing officers, and ID for each signing officer.
• Controls: require two signatures for cheques and transfers above a set amount, separate who approves expenses from who records them, and review financial statements at every board meeting.
• Audit or review engagement: ONCA ties the level of financial review to annual revenue and public-benefit status. Members can sometimes waive an audit by resolution, within limits.

How much does it cost to start a non-profit in Ontario?

OpenCompany can prepare your articles and file them for you: see non-profit incorporation and pricing.