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
Photo by Maksym Kaharlytskyi on Unsplash
Disclaimer: The contents of this blog are provided for information purposes only and do not constitute legal or professional advice or an opinion of any kind. Information found on this blog may not constitute the most up-to-date legal or other information. QBLC does not warrant or guarantee the quality, accuracy or completeness of any information on the articles published on this blog. The articles published on this blog are current as of their original date of publication, but should not be relied upon as accurate, timely or fit for any particular purpose.
This blog may contain links to other third-party websites or resources. Such links are only for the convenience of the reader, user or the browser. The QBLC does not recommend or endorse the contents of the linked third-party sites nor guarantee its accuracy, timeliness or fitness for a particular purpose.
Readers of this blog are advised to speak with a qualified lawyer in order to obtain advice with respect to any particular legal matter. No reader, user or browser of this blog should act or refrain from acting on the basis of the information contained in this blog without first seeking legal advice from a qualified lawyer in the relevant jurisdiction. Please note that only your lawyer can provide any assurances that the information contained here, and your interpretation of it, is correct and applies to your particular situation.
Also note that the use of, and access to this blog or any of the links or resources contained in it do not create a lawyer-client relationship between the reader, user or browser and the QBLC, the blog authors, contributors, editors and their respective employers/organizations. The views expressed on or through this blog are those of the individual authors and not those of their respective organizations and employers. All liability with respect to actions taken or not taken based on the contents of this site are hereby expressly disclaimed.