Learn more about non-profit companies by clicking one of the links below.
- What is a non-profit company?
- How do I incorporate a non-profit company?
- How does my non-profit company become a registered charity, conduct a fund-raising event, or apply for a gaming licence?
- How can our non-profit company handle internal disputes?
- How can I become an effective board member of my non-profit company?
- Non-profit companies are formed to promote art, science, religion, charity or other similar endeavors, or they may be formed solely for the purpose of promoting recreation for their members. Non-profit companies are governed under the Companies Act.
- There are two types of non-profit companies – private and public.
- Private non-profit companies have restrictions on the number of members or shareholders, the number of shares or membership transfers, and there are restrictions on invitations to the public to subscribe for shares or debentures of the company. The specific wording of the provisions can be found in the Companies Act. At least two people are needed to form a private company.
- Public non-profit companies do not have any of the restrictions of the private companies. At least three people are needed to form a public company.
Step 1: Chose a name.
- A non-profit name is usually made up of three parts, or elements: distinctive, descriptive and legal.
- Here is an example of a non-profit company name that contains all three elements: Alberta Resorts Limited
- A 'distinctive element' is a unique word or location that makes the non-profit company’s name different from others. In the example above, the distinctive element is 'Alberta'.
- A 'descriptive element' describes what the non-profit company is or does. The descriptive element in our example is 'Resorts'.
- The 'legal element' may be optional in certain names. If a legal element is to be used, it must be 'Ltd.' or 'Limited'
- Your non-profit company may also use a 'number' name, e.g. 6565651 Alberta Ltd. The numeric portion of the name is assigned by Corporate Registry. 'Alberta' always forms the second part of the name. You may choose to use either 'Ltd.' or 'Limited' as the legal element.
Step 2: Get a NUANS Report .
- You won't need a NUANS report if you have chosen to use a 'number' name.
- Corporate Registry will examine this report to determine whether your group can use the name you have chosen.
- If you choose to have a name that is similar to another corporation or non-profit group’s name, you will need to obtain written permission from that group to use the name.
Step 3: Complete the forms (memorandum, articles, address, directors)
- Complete a Memorandum of Association, either for a company limited by shares or a company limited by guarantee of the members.
- The memorandum contains the company objectives. The objectives cannot indicate the company will carry on a profit-making business.
- This document must contain a clause stating 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.
- In a company limited by guarantee, each member guarantees 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.
- In a company limited by shares, the memorandum of association must set out details describing the shares, included the actual number of shares to be authorized.
- Create Articles of Association
- The articles are the operating rules for the company.
- Companies that are 'limited by shares' may adopt 'Table A' of the Companies Act instead of creating their own set of articles. If 'Table A' is adopted it must be signed by the same people who signed the memorandum.
- Companies 'limited by guarantee of the members' may also adopt 'Table A' but they must remove the provisions that refer to shares, liens, transfers and alteration of capital, etc.
- Complete the address form.
- Complete a directors form when the memorandum or articles indicate that the initial subscribers will also be the first directors of the company.
- Otherwise, the directors form does not need to be completed and submitted until the first directors have been elected.
- Your information will be examined, and, if the requirements are met, a Certificate of Incorporation will be issued.
How does my non-profit company become a registered charity, conduct a fund-raising event, or apply for a gaming licence?
- Some non-profit companies may be eligible to become registered charities. Review the Canada Revenue Agency website for detailed information.
- In particular, ensure your company objectives and dissolution provisions meet the 'charitable' requirements.
- Your non-profit company may need to register if it plans to conduct any fund-raising activities. Learn more about Alberta's requirements for charitable organizations.
- The Alberta Gaming and Liquor Commission is responsible for issuing gaming licences for charitable organizations.
- Non-profit companies must be prepared to resolve their own internal disputes.
- Corporate Registry does not supervise the conduct of companies, nor does it provide a counseling service on matters other than forms and the documents filed with them.
- To ensure that internal disputes are handled fairly, Corporate Registry recommends that the Articles of Association include a mediation or arbitration procedure.
- You can learn more about the ethical and legal responsibilities of serving on a board as well as the roles and responsibilities, committee effectiveness, recruiting and orienting board members, and board/staff relations. See Alberta Culture's Board Development Program (BDP).
- The BDP offers hands-on board governance workshops free of charge for nonprofit boards and has a variety of online resources that can be downloaded from its web site at no cost.