Changing a charity's legal status

Every registered charity (other than an internal division of an existing registered charity) must be legally established by a governing document (for example, letters patent, articles of incorporation, trust document, or constitution). Under the confidentiality provisions, a copy of a registered charity's governing document can be provided to anyone who asks for it.

When a registered charity changes the way it is legally established, such as becoming incorporated, it must provide the Charities Directorate with a copy of its new governing document. This kind of change usually results in the organization receiving a new registration number.

Note

Statute law, common law, and administrative policies concerning charities change over time. Therefore if an organization qualified for registration several years ago, it may not qualify today, or it may have to change its purposes or activities. We recommend that prior to changing the way it is legally established, the charity submit a draft copy of its new governing document for our review.

Becoming incorporated (for example, federally, provincially, or territorially)

Provide:

  • a copy of the incorporation documents (for example, letters patent or articles of incorporation) bearing the seal, stamp, or signature of the incorporating authority; and
  • any bylaws.

Ceasing to be incorporated

When a charity ceases to be incorporated and wants to continue operating, it must adopt a new governing document.

Provide:

  • a copy of the certificate of dissolution of the dissolved corporation and:
    • a trust deed showing an effective date and the signatures of at least three trustees; or
    • a constitution showing an effective date and the signatures of at least three directors.

Changing the jurisdiction of incorporation (for example, provincial to federal)

Provide:

  • a certificate of dissolution of the former corporation;
  • a copy of the new incorporation documents (for example, letters patent or articles of incorporation) bearing the seal, stamp, or signature of the incorporating authority; and
  • any bylaws.

Maintaining corporate status

Generally, incorporated organizations must maintain their corporate status on an annual basis by filing reports and/or paying a fee with their incorporating authority (federal, provincial, or territorial). In some jurisdictions, corporate status is revoked when an organization does not meet these obligations.

Incorporated charities should consult with their incorporating authority for information about these requirements. For information about federal statutes and regulations that apply to corporations, visit Corporations Canada. For information about provincial and territorial statutes and regulations that apply to corporations, go to Provincial and territorial government information for charities, in particular the applicable provincial/territorial corporate registry section.

Becoming an internal division

Provide:

  • confirmation that the charity abides by the governing document of the head body; and
  • a letter from the head body confirming that it is an internal division.
  • If the charity was previously incorporated, provide a copy of the dissolution of the dissolved corporation.

Ceasing to be an internal division

When a charity ceases to be an internal division and wishes to continue operating, it must adopt a new governing document.

Provide:

  • a copy of the new governing document (constitution, trust deed, or incorporation documents).

Mail or fax the documentation to:

Charities Directorate
Canada Revenue Agency
Ottawa ON
K1A 0L5

Fax: 613-954-8037

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