Letters Patent vs Articles of Incorporation in Canada

If you're thinking about starting a charity or nonprofit in Canada, especially in Ontario, you may have come across terms like Articles of Incorporation and Letters Patent. They might sound the same, but they’re not. Let’s break down what these terms mean and how they apply to your organization.

What Are Letters Patent?

Letters patent are an old-fashioned way of officially and legally starting a nonprofit. Before 2010, this was the legal document you received from the government when your nonprofit was approved in Ontario. Think of it like a birth certificate—it gave your group legal life.

The word patent comes from a Latin phrase meaning “open letter.” It’s called that because it’s a public document. The government uses it to show that they’ve allowed a group or company to exist.

What Is the Purpose of Letters Patent?

The purpose of a letter patent was to create a legal entity. It told the world:

• Who started the organization
• What its goals are (like helping the community, raising awareness, or providing services)
• Who’s running it (called directors)
• What rules will it follow

For charities, the letters patent also included charitable objects, which are specific goals your organization must stick to in order to stay registered as a charity with the CRA.

Are Articles of Incorporation the Same as Letters Patent?

Not exactly. Articles of Incorporation replaced letters patent when newer laws came into effect.

• For Ontario nonprofits, the Not-for-Profit Corporations Act (ONCA) came into force in October 2021. Since then, new nonprofits apply using Articles of Incorporation instead of letters patent.
• For federal nonprofits, the Canada Not-for-profit Corporations Act replaced the old system in 2011. That means federally incorporated charities and nonprofits now also use Articles of Incorporation.

So if you're starting a nonprofit or charity today, you won’t use letters patent anymore. But if your organization was created before these new laws, you might still have letters patent on file. That’s why you’ll hear both terms, even though only one is still used for new applications.

What Are Articles of Incorporation?

Articles of Incorporation are the modern version of letters patent. They’re a form you submit to either:

• Corporations Canada, if you want to register your nonprofit at the federal level, or
• ServiceOntario, if you’re incorporating a nonprofit within Ontario

This document includes similar information to letters patent:

• The legal name of your organization
• The purpose or mission of the nonprofit or charity
• The structure (who the directors are, where the office is, etc.)
• Any special rules or restrictions

Once approved, you officially exist as a legal nonprofit or charity. You can then open bank accounts, hire staff, apply for grants, and register as a charity if eligible.

Do I Need to Worry About Letters Patent?

If you’re starting a new nonprofit, probably not. You’ll be using Articles of Incorporation instead.

But if you’re already part of a charity that was formed before 2011 (federal) or before 2021 (Ontario), your organization may still be governed by letters patent. That means:

• You should review your letters patent and bylaws
• You may need to update your documents to meet current laws
• You might need to switch over to the new rules (called "transitioning under ONCA" in Ontario)

Final Thoughts

To keep it simple: Letters patent are the old version, and articles of incorporation are the new version of the same idea—legally forming your nonprofit or charity.

If you're unsure what your organization has, or if you're starting fresh, let us help. Getting it right at the beginning—or transitioning correctly—is key to running a successful charity.

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Frequently Asked Questions

Letters patent served as the old legal document for forming nonprofits before 2010 in Ontario. Articles of incorporation replaced them under modern federal and provincial laws.

Understanding these documents helps clarify how Canadian nonprofits are legally established today.

What are letters patent in Canada?

Letters patent were the original documents used to form nonprofits and corporations in Canada, granting them legal existence. They were public documents containing key information like the organisation’s name, purpose, and rules. In Ontario, they were used until 2010; federally, until 2011. Organisations with older structures may still operate under letters patent but may need to update their documents to comply with modern laws.

What are Articles of Incorporation in Canada?

Articles of incorporation are now the standard legal documents for creating nonprofits and corporations in Canada. They are filed with either Corporations Canada or ServiceOntario, depending on whether the organisation is federal or provincial. Articles include important details about the organisation’s name, purpose, structure, and rules. Once approved, the organisation becomes a legal entity and can operate officially.

What is a certificate of Incorporation in Canada?

A certificate of incorporation is the official document issued by the government after your articles of incorporation are approved. It confirms your organisation’s legal status and includes details like the incorporation date and number. This certificate is often required to open bank accounts or conduct business in Canada.

What are articles of association in Canada?

Articles of association are not commonly used in Canadian law. Instead, Canada uses articles of incorporation, which serve the same purpose of outlining the structure and rules of a corporation. Some older organisations might still have articles of association, but most use articles of incorporation along with bylaws for governance.

What are the forms of articles of association?

Canada does not use articles of association as standard. The typical documents are articles of incorporation, bylaws, and sometimes policies and procedures. These documents together set out how a corporation is structured and governed, with specific forms varying by federal or provincial incorporation.

What implications do Letters Patent and Articles of Incorporation have on the governance and structure of a Canadian corporation?

Both letters patent and articles of incorporation create the legal framework for a corporation, setting its purpose and rules. Letters patent often mean an older governance structure, which may need updating to comply with current laws. Articles of incorporation offer more flexibility, such as variable board sizes and electronic voting. Transitioning to articles can modernise governance and ensure compliance with today’s legal requirements.