Canada Not-for-Profit Corporations Act s. 6(2) — Eligibility to Incorporate

An individual may incorporate a corporation under subsection (1) only if that individual

(a) is not less than 18 years of age;
(b) is not incapable; or
(c) does not have the status of bankrupt.

What This Means for Your Not-for-Profit

The eligibility requirements to incorporate a federal not-for-profit are minimal — you must be at least 18 years old, legally capable of entering into contracts, and not currently bankrupt. These same criteria generally apply to serving as a director of a federally incorporated not-for-profit under the CNCA.

However, if your organization intends to apply for charitable status with the CRA, there are additional director eligibility requirements to be aware of. The Income Tax Act introduces the concept of an ineligible individual — a person who cannot serve as a director of a registered charity. This includes individuals convicted of relevant criminal offences, those who controlled a previously revoked charity, and those who provided false information to the CRA.

Getting your founding board right is one of the most important steps in establishing a compliant, long-lived charity. B.I.G. Charity Law Group helps founders structure their boards for both CNCA compliance and CRA charitable registration. Book a free consultation.

Frequently Asked Questions

Can a non-Canadian resident be a director of a federal not-for-profit?

Yes. The CNCA does not require directors to be Canadian citizens or residents. All directors of a federal not-for-profit may be foreign nationals. However, if the organization registers as a charity, its head office must be in Canada.

Can a minor serve as a director if they are the founder?

No. The CNCA requires directors to be at least 18 years of age. A minor cannot legally incorporate or serve as a director of a federal not-for-profit corporation.