If you think incorporation is right for your non-profit organization, you’ll have to decide where to incorporate. Most non-profits in Quebec incorporate with the Quebec government. But you may also prefer federal incorporation. It depends on your goals and preferences.
What to Consider
Incorporating in Quebec
Incorporating Federally
Head Office
Head office must be in Quebec.
Head office must be in the province or territory listed in your articles of incorporation.
Name Protection
Creates a right to use your name in Quebec. (You might have to modify your name if you decide to operate outside Quebec.)
Creates a right to use your name throughout Canada.
Agency for Corporate Filings
Must register with the Registraire des entreprises (enterprise register), and file annual reports.
Must register with Corporations Canada and file annual reports. If you operate in Quebec, you must also register with the Quebec enterprise register and file provincial reports.
Number of people on the board of directors
Must have at least 3 directors. Number of directors must be fixed (for example, 3 or 5).
Soliciting corporations must have at least 3 directors. But non-soliciting corporations can have just one director. Unlike provincial non-profits, it’s possible to have range in the number of directors (for example, 3-5).
Residence of people on the board of directors
No restrictions on where directors live.
No restrictions on where directors live.
Citizenship of people on the board of directors
No restrictions on what citizenship directors hold – directors don’t need to be Canadian citizens.
No restrictions on what citizenship directors hold – directors don’t need to be Canadian citizens.
Member involvement
Fewer ways for members to have a say in the affairs of the non-profit. For example, non-voting members don’t get to vote on amendments to by-laws that affect them.
More ways for members to have a say in the affairs of the non-profit. For example, members can take the organization to court if it has treated them unfairly.
Funding or other constraints
Quebec incorporation may be required to access funding or other provincial benefits.
Quebec incorporation may be required to access funding or other provincial benefits.
Legal framework
Main provincial law regulating incorporated non-profits is older and less detailed than the federal law. It contains less guidance, but on the other hand, there are fewer rules to follow!
Main federal law regulating incorporated non-profits was created in 2009 and contains more guidance for organizations. But there are also more rules and more board member responsibilities.
Do you want to learn more about creating a non-profit organization incorporated with the Quebec government? Éducaloi has an interactive tool which walks you through each of the steps to setting up a provincially incorporated non-profit.