Canada Not-for-Profit Corporations Act s. 160(1)

The directors of a corporation shall call an annual meeting of members

(a) not later than the prescribed period after the corporation comes into existence; and

(b) subsequently, not later than the prescribed period after holding the preceding annual meeting but no later than the prescribed period after the end of the corporation's preceding financial year.

What This Means for Your Not-for-Profit

Under the Canada Not-for-Profit Corporations Act (CNCA), federally incorporated not-for-profits are legally required to hold an Annual General Meeting (AGM). The prescribed period under the regulations is typically 18 months after incorporation for the first AGM, and no later than 15 months after the previous AGM — and always within 6 months of the corporation's fiscal year end.

Failing to hold an AGM is a compliance violation that can expose directors to personal liability and, in serious cases, can be grounds for dissolution by Corporations Canada. At B.I.G. Charity Law Group, we help not-for-profits and charities stay compliant with their governance obligations, including AGM requirements, bylaw drafting, and director duties. Learn more about our governance services.

Frequently Asked Questions

Can a not-for-profit hold its AGM virtually?

Yes. Amendments to the CNCA permit virtual and hybrid AGMs, provided the organization's bylaws allow for electronic participation and all members can meaningfully communicate.

What happens if we miss our AGM deadline?

A member or director can apply to a court to order an AGM. Directors may also face personal liability for failing to call required meetings. It is best to address any missed AGM proactively with legal counsel.