What is a governing document?

A governing document gives an organization its legal existence. The document identifies the organization's name, states its purpose(s), and describes its structure and internal procedures.

Types of governing documents

All registered charities (other than internal divisions* of existing registered charities) must be legally established by a governing document such as:

  • letters patent
  • articles of incorporation
  • a constitution
  • a trust document

*An internal division is a branch, section or division of a registered charity. An internal division does not have its own governing document but operates under the governing document of its head body. To apply for registration as a charity, an internal division must provide a letter of good standing. For more information, see Guidance CG-028, Head bodies and their internal divisions.

Other governing documents

An organization may have a governing document that is not an incorporation document, a constitution, or at trust (for example, an organization established by an act of Parliament, or a will). If this applies to your organization, contact the Charities Directorate for information before you send your application for registration.

What type of governing document should be included with an application?

The type of governing document required depends on whether an organization intends to operate as a charitable organization, or as a public or private foundation. For more information, see Types of registered charities (designations).

  • Charitable organizations must be incorporated or established by a constitution or a trust document.
  • Public or private foundations must be incorporated or established by a trust document.

When an organization applies for registration, it must provide a complete and legible paper copy of its governing documents, which may include bylaws. It must also include a copy of any amendments made to the governing documents (for example, supplementary letters patent, articles of amendment, or special resolutions).

Requirements for governing documents

For an organization to be registered, its governing documents must meet certain requirements. For more information, see Incorporation documents, Constitutions, and Trusts.

The Charities Directorate will not review applications submitted with draft governing documents. These applications will be treated as incomplete and returned to the applicant. To submit a complete application, you must include certified governing documents.

For more information, see the Application review process or try our application document checklist tool.

Note

If an organization seeking registration as a charity owns, or intends to own, land or buildings, we recommend that it become incorporated so that it can hold title to the property. An unincorporated charity may have property held in trust by trustees acting on behalf of the charity.

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