Canada Not-for-Profit Corporations Act s. 7(1) — Required Provisions in Articles of Incorporation

Articles of incorporation shall follow the form that the Director fixes and shall set out, in respect of the proposed corporation,

(a) the name of the corporation;
(b) the province where the registered office is to be situated;
(c) the classes, or regional or other groups, of members that the corporation is authorized to establish and, if there are two or more classes or groups, any voting rights attaching to each of those classes or groups;
(d) the number of directors or the minimum and maximum number of directors;
(e) any restrictions on the activities that the corporation may carry on;
(f) a statement of the purpose of the corporation; and
(g) a statement concerning the distribution of property remaining on liquidation after the discharge of any liabilities of the corporation.

(2) Articles of incorporation shall set out, in respect of the proposed corporation, any provision required by any other Act of Parliament to be set out in the articles.

What This Means for Your Not-for-Profit

The Articles of Incorporation are the founding legal document of your not-for-profit corporation. Getting them right from the start is critical — errors or omissions in the articles can create governance problems, restrict your activities, or complicate a future application for charitable status with the CRA.

Particularly important is clause (f), the statement of purpose. If you intend to apply for charitable status, the purpose statement in your articles must align precisely with the CRA's definition of charitable purposes under the Income Tax Act. A poorly drafted purpose clause is one of the most common reasons the CRA rejects charity registration applications. B.I.G. Charity Law Group drafts articles of incorporation specifically designed to support CRA charitable registration. Learn about our charity registration service.

Frequently Asked Questions

Can I amend my articles of incorporation after filing?

Yes. Articles can be amended by passing a special resolution of members and filing Articles of Amendment with Corporations Canada. However, amendments take time and incur costs — getting the articles right at incorporation is strongly preferred.

Do provincial not-for-profits have the same requirements?

Provincial incorporation requirements vary. Ontario not-for-profits incorporated under the Ontario Not-for-Profit Corporations Act (ONCA) have similar but distinct requirements. B.I.G. Charity Law Group advises on both federal and Ontario incorporations.