Learn how to incorporate your non-profit organization.
A non-profit company is an independent legal entity, a corporate 'person' that exists separate and apart from its members or owners (shareholders).
Non-profit companies are formed to promote art, science, religion, charity, recreation or similar activities.
As a ‘person’, a non-profit organization can:
- buy, sell and own assets, including land
- enter into contracts
- be sued
Types of non-profits
There are 2 types of non-profit organizations: private and public.
You should get legal advice if you need help deciding which type of company is best for the needs of your group or if a society is a better legal structure.
At least 2 people are needed to form a private non-profit organization. A private non-profit organization has the following restrictions:
- can’t have more than 50 shareholders or members
- can’t sell shares or memberships to the public
- restricts or forbids share to membership transfers
At least 3 people are needed to form a public company. A public non-profit organization doesn’t have the restrictions of a private organization.
There is a $75 incorporation fee.
1. Choose a name
A non-profit organization’s name consists of 3 elements:
‘North Star Wilderness Preservation Foundation Ltd.’ is an example of a corporation name that contains all 3 elements.
A distinctive element is a unique word or location that makes your non-profit name different from others.
In the example above, ‘North Star’ is the distinctive element.
A descriptive element describes what the non-profit does or what the non-profit is.
In the example above, ‘Wilderness Preservation Foundation’ is the descriptive element.
Alberta non-profit names generally end with the word 'Limited' or 'Ltd.' but an organization can request that the Registrar of Corporations incorporate the non-profit without a legal element at the end of the name.
Your non-profit can also use a ‘number’ name, such as ‘6565651 Alberta Ltd..’
- the number portion of the name is assigned by Corporate Registry
- ‘Alberta’ always forms the second part of the name
- you must choose either 'Limited' or 'Ltd.' for the legal element
2. Get an Alberta NUANS report
You need to get an Alberta NUANS report and review it to make sure there is no other non-profit company with an identical name or a name that is too similar to your proposed company name. Unlike business names, identically named non-profit organizations aren’t allowed.
- this doesn’t apply if your organization has a number name assigned by Corporate Registry, e.g. 9999999 Alberta Ltd.
- if another organization feels your organization’s name is too similar to theirs, they can file an objection through the Registrar of Corporations
- if the Registrar agrees with the objection, your corporation can be forced to change its name
- the NUANS report reserves the proposed name for 90 days.
- the original report must be submitted with the incorporation details and must be less than 91 days old
3. Fill out the forms
1. Prepare a Memorandum of Association
Memorandum of Association of a Company Limited by Shares (PDF, 1 page)
In the memorandum, you will need to address the following:
- whether a company is “limited by shares” or “limited by the guarantee of the members”
- for companies limited by shares, the share structure must be described, including the actual number of shares to be authorized
- for companies limited by guarantee, each member must guarantee to help pay the company’s debts and liabilities before it winds up or stops carrying on its activities – the maximum amount of contribution each member must make has to be stated in the memorandum
- the company objectives or purposes
- the objectives cannot indicate the company will carry on a profit-making business
- a statement that indicates that “no dividends or income will be paid to members and that all profits or any income, if any, must be used to promote the company objects”
2. Create Articles of Association
These are your company’s operating rules.
You can use “Table A” of the Companies Act or you can create your own articles.
- whichever you chose, the articles must be signed by the same people who signed the memorandum
- the signatures must be witnessed
- if your company is “limited by guarantee of the members”, you must remove provisions that refer to shares, liens, transfers and alteration of capital, etc.
- you can add dispute resolution or arbitration mediation provisions in case the company members or board of directors can’t resolve major disagreements
3. Register your company’s address
Notice of Address (PDF, 2 pages)
The registered office of the company must be a physical location in Alberta, such as a street address or legal land description. If the registered office can’t receive mail, a postal address must also be supplied.
4. Appoint or elect directors
Complete a Notice of Directors form even if the memorandum or articles indicates that the initial subscribers will also be the first directors of the company.
Notice of Directors (PDF, 3 pages)
5. Complete a service request
Service Request Form (PDF, 2 pages)
4. Submit the forms and information
Submit the following to Corporate Registry either by mail or in-person:
- signed duplicates of your completed forms
- NUANS report
- the $75 incorporation fee, payable to ‘Government of Alberta’
- don’t send a credit card number in the mail
If your information meets requirements, Corporate Registry will enter it into the computer system and mail you a Certificate of Incorporation.
Box 1007 Station Main
Edmonton, Alberta T5J 4W6
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Edmonton, Alberta T5J 3W7
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