Why Incorporate?

Please note: this information is specific for Alberta, Canada.

Why Incorporate?

• Limited liability - Incorporation of an organization provides some protection to its members from various debts and obligations for which the organization may become responsible.

• Permanency - As long as the organization files the required documents with the appropriate government registry, the incorporated body continues to exist forever.

• Structure - Incorporation structures the affairs and activities of the organization. This is particularly helpful to an organization whose membership is constantly changing.

• Identity - Many businesses and lending institutions feel more comfortable dealing with an incorporated body.

• Funding - Many funding agencies and governments insist that organizations be incorporated before any grants and/or financial assistance are given. The Gaming Commission requires organizations to be incorporated before issuing licenses for raffles, casino and related fund-raising activities. As well, under the Federal Income Tax Act, it is necessary to be incorporated to become a registered charity.

There may be no need to incorporate if a similar organization already exists to meet the same purpose. The cost, time and effort to develop bylaws, articulate objects, clear a name, file an application, comply with statutory reporting and file administrative requirements may be more than the members of the organization care to contend with.

Help: To determine if an organization with the same or similar objects already exists, check the "Directory of Community Services" published by The Support Network (phone (780) 482-0198) and available for review in Edmonton at the Resource Centre for Voluntary Organizations (RCVO) Library. You can also check Yellow Pages under the heading "Charitable & Non-Profit Organization Guide". The RCVO can be contacted by phone: (780) 497-5616, toll free 888-897-5616, or fax (780) 497-5634.

To determine the cost of applying at www3.gov.ab.ca/gs/information/clctc/fees_nonprofit.cfm

Determine the purpose (objects) of the organization. This must be clearly articulated and attached to the application for incorporation.

Help: Examples of well-worded objects are available in the Board Development Book Series - "Drafting and Revising Bylaws for Not-for-profit Organizations in Alberta, A Guidebook" available for purchase ($6.00+GST) from the RCVO.

Select a Name. Do not begin using a name or apply for incorporation until the name you have chosen has been accepted. This may seem quite simple but there are some considerations. The name must be distinctive, descriptive and include one of the following:

Society, Association, Club, Fellowship, Guild, Foundation, Institute League, Committee, Council, Board, Centre, Bureau

Once a name has been decided on, you will have to obtain an Alberta Search Report. This report will determine if the name you have chosen can be used.

Help: There are many search houses that this report can be obtained from. A list is available in the Board Development Book Series - "Drafting and Revising Bylaws for Non-for-profit Organizations in Alberta, A Guidebook", Appendix 4.

Develop Bylaws

Bylaws are the rules and regulations that set out the way the organization will be managed. Bylaws are also referred to as the Constitution, Charter, and/or Governing Rules. Bylaws must be attached to the application for incorporation.

Help: A standard set of bylaws are available in the application supplied by Corporate Registry or, if you need to develop specific bylaws, examples are provided in the Board Development Book Series - "Drafting and Revising Bylaws for Not-for-profit Organizations in Alberta, A Guidebook", available for purchase at the RCVO.

The application requires the names and addresses of at least five persons. These persons become the incorporators of the society. Each person must sign the application in front of a witness and the witness must sign his or her name.

It is possible to incorporate a society that is controlled by another society or corporation.

Help: Information on how to incorporate a society that is controlled by another society or corporation can also be found in the Board Development Book Series - "Drafting and Revising Bylaws for Not-for-profit Organizations in Alberta, A Guidebook", (Chap 2).

Societies Act

Alberta Companies Act (Non Profit Company)

Canada Corporations Act

Help: These and other less used options are outlined in the Board Development Book Series - "Drafting and Revising Bylaws for Not-for-profit Organizations in Alberta, A Guidebook".

All application forms can be ordered by calling the Corporate Registry Office in Edmonton at 427-2311, Calgary 297-3442 or, outside Edmonton or Calgary call toll free 310-0000 and ask the RITE operator to connect you. Application forms can also be downloaded from the government web site http://www3.gov.ab.ca/gs/information/publications/regforms.cfm or obtained in person from your nearest Registry Office.

Submit the application including the name of the society, along with the Name Search Report, the objects, a list of incorporators and the bylaws to the Alberta Government Corporate Registry. Registry personnel will review the documents and reject or accept them in the name of the Registrar.

Help: Corporate Registry Offices throughout Alberta can be located by looking in the Yellow Pages under the heading "License and Registry Services" or on the website www.gov.ab.ca/gs.

Edmonton Corporate Registry
800, John E. Brownlee Bldg. 
10365 - 97 Street 
Edmonton, AB  T5J 3W7 

Calgary Corporate Registry
3^rd Floor, Canada Place
407 - 2^nd Street, S.W.
Calgary, AB  T2P 2Y3

June 2001