Charities and not-for-profits wishing to carry on activities in provinces other than that in which they were incorporated need to be aware of their obligations as extra-provincial corporations. This is especially true for corporations incorporated federally under the Canada Not-for-Profit Corporations Act (“CNCA”), as a determination must be made on whether or not an extra-provincial registration needs to be filed in the province in which the registered office is located. Not every province requires registration, and some provinces allow a corporation to choose whether or not to register, so it is important that charities and not-for-profits do a proper analysis of their corporate requirements.
The ease of registering as an extra-provincial corporation varies widely from province to province. The process can range from filling out a form and submitting incorporating documents (Ontario) to having to hire an attorney for service to complete the registration on your behalf (Alberta). In many provinces, registering extra-provincially provides extra legal protection to a corporation by giving it the power to commence or maintain proceedings in court, which could be the deciding factor for some corporations to register where registration is optional. It is important to note that, once registered, there are usually annual and/or ongoing reporting requirements that corporations must also ensure are complied with so that the extra-provincial registration does not come into jeopardy.
Charities and Fundraising
In some provinces, charities are held to a higher standard than not-for-profits, so it is important for a corporation to be aware of any provincial rules and regulations relating to charities. Certain provinces, like Alberta and Saskatchewan, require specific registration if the charity will be carrying on fundraising activities in the province. Other provinces, such as Quebec, require that the corporation be registered as an extra-provincial corporation and as a charity – two different registrations that have separate annual and ongoing compliance requirements. Finally, federally incorporated charities with their registered office in Ontario must register with the Public Guardian and Trustee and comply with its rules, as well with those of the CRA and the CNCA.
As you can see, it is essential for charities and not-for-profits to understand the provincial laws in which their registered office is located, and those of any other province in which they may be carrying on business or activities.