How to Register an Alberta non-profit Corporation

An Alberta non-profit Corporation operates as a separate legal identity, distinct from its members or shareholders.

With RegiCorp, you’ll get through the registration process smoothly. We’ll help you pick a great name, sort out all the legal bits, and get everything in place. Your passion for doing good deserves a strong start. We’re here to guide you every step of the way, ensuring your non-profit is set up correctly and ready to make a difference. Let’s get started on this exciting journey together!

What can an Alberta Non-profit can do:

In its capacity as a ‘legal person,’ a non-profit organization holds the ability to engage in various activities much like an individual. This includes the power to purchase, sell, and possess assets, which encompasses real estate such as land and buildings. Additionally, the organization can legally enter into contracts, binding agreements that are enforceable in a court of law. Furthermore, it possesses the right to initiate legal action (sue) against others for breach of contract or other infringements. Conversely, it can also be sued and held accountable in legal proceedings by other parties. This legal personhood grants the non-profit a significant degree of operational and legal autonomy, separate from its members or founders.

Types of Alberta Non-Proft:

1. Private Alberta Non-profit: To incorporate a private non-profit organization, a minimum of two individuals is required. This foundational requirement ensures that there is enough initial support and management to effectively start and maintain the organization’s operations.
2. Public Alberta Non-profit: To register a public Alberta non-profit organization, it is necessary to have at least three participants. Unlike private non-profits, public non-profits are not subject to certain limitations, allowing for a broader scope in their operations and structure.

Differences between Private Alberta Non-profit & Public Alberta Non-profit:

Here’s a comparison table outlining the differences between private and public non-profit organizations:

9 Steps to Register an Alberta Non-Profit Corporation

Choosing a Name for Alberta Non-Profit:

A non-profit company name in Alberta typically comprises three elements: distinctive, descriptive, and legal.

Distinctive Element: This is a unique part that sets the non-profit’s name apart from others. For example, in “Alberta Educare Limited,” ‘Alberta’ serves as the distinctive element.

Descriptive Element: This part describes the organization’s purpose or nature. In the example, ‘Educare’ is the descriptive element.

Legal Element: This may be optional but, if used, should be either ‘Ltd.’ or ‘Limited.’

For a ‘number’ name for your non-profit, consider the following:

• The number part of the name is assigned by Corporate Registry.
• ‘Alberta’ is always included as the second part of the name.
• You need to choose either ‘Limited’ or ‘Ltd.’ as the legal element.

Obtaining an Alberta NUANS Report:

If you opt for a ‘number’ name for your non-profit, a NUANS report isn’t necessary. The Corporate Registry will use this report to check if your chosen name is available. However, if your desired name is similar to that of an existing corporation or non-profit, you must obtain written consent from them to use the name.

Preparing a Memorandum of Association:

• Choose the type: for a company limited by shares or a company limited by guarantee.
• State the company’s objectives, ensuring they do not suggest profit-making intentions.
• Include a clause confirming no dividends or income will be paid to members, and all profits will be used for the company’s objectives.

For a Company Limited by Guarantee:

• Each member must commit to contributing to the company’s debts and liabilities if it winds up or ceases activities. The maximum contribution amount should be specified in the memorandum.

For a Company Limited by Shares:

• Detail the share structure in the memorandum, including the total number of shares authorized

Creating Articles of Association

• These articles serve as the company’s operational guidelines.
• Companies ‘limited by shares’ can adopt ‘Table A’ from the Companies Act as their articles, signed by the same individuals who signed the memorandum.
• Companies ‘limited by guarantee’ may also use ‘Table A’ but must exclude provisions related to shares, liens, transfers, and capital alterations. 

Registered office of Alberta Non-Profit:

The company’s registered office should be an actual, physical location in Alberta, like a street address or a specified land area. In case this office is not equipped to receive mail, you must also provide a separate mailing address.

Appointing or Electing Directors:

As of March 29, 2021, Alberta has removed the residency requirements for directors of companies. Regardless of whether the initial subscribers are the first directors, as stated in the memorandum or articles, you must complete and submit a Notice of Directors form.

Appointing an Agent for Service:

Basically, an agent for service is an Alberta Resident who located in Alberta who can accept notices and documents in person or by mail on behalf of the Non-Profit company. It is not mandatory that the agent for service should be a lawyer.

To register an Alberta Non-Profit an agent for service is mandatory and you must provide the following information of an agent for service person.

• the name of the agent for service person
• firm name of the agent for service (if applicable)
• Full street address or legal land description
• mailing address
• email address and appointment date for the agent for service
• The agent must consent to their appointment.

You can also appoint an alternative agent for service.  The same details are needed.

Agents for service and alternative agents for service do not need to be part of the same firm and can be located at different addresses within Alberta.

Completing a Service Request:

In this stage you have to fill up a complex form to submit Corporate Registry. Let’s make it easy. At RegiCorp you just need to fill the form and rest of will take care our experts, accountant and lawyers.

Submitting Forms and Fees:

In this stage once we receive your order our one agent will assigned to complete your order. If need or you miss any information the agent will contact to you

Cost: A comprehensive Alberta Non-Profit Organization package starts form $1389.

You need just 10-15 minutes to fill up our customer friendly form and submit. If you need any assistant to fill up this form you may call, email or chat with us.

Post-Application Process of Alberta Non-Profit

1. Receiving the Certificate of Incorporation:

Once you submit your application, the Corporate Registry will thoroughly review your provided information. If everything meets the necessary requirements, they will then issue a Certificate of Incorporation. This certificate is a crucial document, officially recognizing your non-profit as a legal entity in Alberta. It’s important to ensure that all submitted information is accurate and complete to facilitate a smooth and successful examination process

2. Income Tax Guide to the Alberta Non-Profit Organization (NPO):

• It can be difficult to navigate the complex tax laws and regulations when starting a new business. A tax guideline book can help new businesses avoid penalties and fines for noncompliance by providing clear and concise information on tax obligations and requirements. It will help you to save cost & time and also help new businesses incorporate tax planning into their overall business strategy. And Finaly that minimizes tax liability and maximizes their profits.

• An NPO, as outlined in paragraph 149(1)(l), is an organization such as a club, society, or association that isn’t classified as a charity. Its operations must be exclusively for non-profit purposes like social welfare, civic improvement, pleasure, recreation, or any other non-profit goal. For an NPO to maintain its status, it cannot distribute its income for the personal benefit of its proprietors, members, or shareholders, except in cases where these are organizations promoting amateur athletics in Canada. To be tax-exempt under Part I of the Act, an NPO must adhere to these criteria throughout its fiscal period.

• We provide two types of Non-Profit Corporation’s Tax Guide Book. Digital and Physical. Contact us if you need one

FaQ:

What are the initial requirements to form a non-profit in Alberta?

To form a private non-profit, at least 2 people are needed, while a public non-profit requires at least 3 people.

Do I need a distinctive name for my non-profit?

Yes, your non-profit should have a unique name consisting of distinctive, descriptive, and legal elements.

Is a NUANS report necessary for all non-profit names?

A NUANS report is required unless you choose a ‘number’ name, which is assigned by Corporate Registry.

What are the key documents required for registration?

You need to prepare a Memorandum of Association, Articles of Association, and complete forms for the company’s address and directors.

Are there any residency requirements for directors?

As of March 29, 2021, there are no Alberta residency requirements for directors.

What is the process for submitting the registration application?

Submit signed copies of all forms, the NUANS report, and pay the  incorporation fee.

How do I know if my non-profit is successfully registered?

If your application meets all requirements, the Corporate Registry will issue a Certificate of Incorporation.