Nicolas Guevara-Mann | Queen’s Business Law Clinic | August 2021

Editor: Mikela Page

Although your corporation has been incorporated without share capital, there are still important record-keeping obligations associated with a not-for-profit (NFP) corporation. Keeping accurate records makes it easier to remain organized and meet annual filing requirements, but it is also required to comply with the law.

All NFP corporations must keep corporate records which contain their constituting documents, by-laws, registers of all current directors, officers, and members. Further, a NFP should keep copies of all meeting notices and waivers, financial statements, and all banking documents. These records must also be made available to all directors, members, and creditors upon request. These all must be kept in the minute book. A minute book is a binder or book combining corporate records and serves as an official record of the corporation’s activities.

NFPs incorporated under the Canada Not-for-profit Corporations Act are required to submit an Annual Return with Corporations Canada, due within 60 days of the anniversary of incorporation. This information helps keep Corporations Canada’s public database of federal corporations up to date. There is a fee associated with this filing. Federal NFPs are also required to file a Financial Statement and report of its public accountant if the NFP is a soliciting corporation. A soliciting corporation is one that received over $10,000 in income from public sources in a single financial year (including gifts/donations from non-members, government grants, and funds from other corporations that also received income from public sources). The Financial Statement must be filed at least 21 days before each annual meeting of the members. Finally, federal NFPs must file an annual Income Tax Return with the Canada Revenue Agency (CRA).

NFPs incorporated under Ontario’s Corporations Act must provide an Annual Financial Statement and report of the auditor to the members before every annual meeting. Additionally, Ontario NFPs must file an Income Tax Return as well as an Annual Return with the CRA. These returns are due at the same time, which is six months after the end of each tax year. If there are any changes to the Annual Return throughout the year, a notice of change of information must be filed within 15 days of the change.

If your NFP is a registered charity, it must file an Information Return (instead of a Tax Return) as well as the Annual Return. A charity should also keep copies of its charitable registration documents, records of the charity’s revenue, and copies of all issued tax receipts.

Records can be kept in physical form or electronically and must be kept at the registered office of the corporation. A best practice is to keep a physical copy of the original records in the minute book. These records should be kept for six years.

Please note that this teaching tip provides a simplified overview of record-keeping obligations. Please apply to the Queen’s Business Law Clinic for assistance with understanding your record-keeping obligations.

Photo by Maksym Kaharlytskyi on Unsplash

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