To form a non-profit organization in New Brunswick, you must apply for Letters Patent under the provincial Companies Act. You are required to have a minimum of three directors, conduct a NUANS name search, and pay a government filing fee of approximately $50 CAD. The entire incorporation process generally takes 2 to 4 weeks.
Establishing a non-profit organization (NPO) in New Brunswick is a powerful way to serve your community, whether you are organizing a local sports club in Saint John, a cultural association in Moncton, or an environmental group in Fredericton. Unlike standard business corporations designed to generate wealth for shareholders, NPOs are structured to ensure that any revenues are reinvested entirely back into the organization’s core mission.
It is crucial to understand that simply incorporating as a non-profit in New Brunswick does not automatically make you a registered charity. 💰 While the provincial Corporate Registry handles the creation of your non-profit entity, applying for tax-exempt charitable status requires a completely separate and rigorous application process with the federal Canada Revenue Agency (CRA).
Step-by-Step Process in New Brunswick
Forming an NPO requires careful planning and strict adherence to the New Brunswick Companies Act. Because non-profits face unique regulatory scrutiny, many founders choose to retain a local law firm to assist with drafting the foundational documents.
Step 1: Choose a Name and Obtain a NUANS Report
Your organization needs a unique name that clearly reflects its purpose. Once decided, you must order a New Brunswick NUANS search report to prove the name is not conflicting with existing businesses or trademarks. 🔍 The proposed name must include a legal element indicating its corporate status, such as ‘Incorporated’ or ‘Inc.’, even though it is a non-profit.
Step 2: Recruit Your Board of Directors
Provincial law mandates that a non-profit company must have a minimum of three applicants who will act as the first directors of the organization. These individuals must be at least 18 years old, of sound mind, and not currently in bankrupt status. Their legal names and residential addresses must be included in the public filing.
Step 3: Draft the Letters Patent and By-laws
In New Brunswick, non-profits are typically incorporated by applying for ‘Letters Patent’. This application must comprehensively state the exact objects (purposes) of the organization. 📝 You must also prepare corporate by-laws, which are the internal rules governing how meetings are held, how directors are elected, and how the organization’s finances are managed.
Step 4: Submit Forms to Service New Brunswick
Once all documents are drafted and signed by the founding directors, the application package is submitted to the Service New Brunswick (SNB) Corporate Registry. You will need to file the Petition for Letters Patent, the NUANS report, the Notice of Directors, and the Notice of Registered Office, along with the provincial filing fee.
Step 5: Hold an Organizational Meeting
After SNB issues the Letters Patent officially creating your non-profit, the directors must hold an initial organizational meeting. 📅 During this meeting, the board will officially adopt the by-laws, appoint corporate officers (like a President, Secretary, and Treasurer), and authorize the opening of a corporate bank account.
How Much Does it Cost in New Brunswick?
The government fees for incorporating a non-profit are significantly lower than those for a standard for-profit business, but legal fees for drafting custom by-laws can add to the total cost.
| Requirement | Estimated Cost (CAD) |
|---|---|
| NUANS Name Search | $45 – $60 |
| SNB Incorporation Fee (Letters Patent) | $50 |
| Corporate Minute Book & Seal | $80 – $150 |
| Lawyer Fees (Drafting By-laws & Filing) | $1,000 – $2,500+ |
Keep in mind that if you intend to later apply for federal charitable status with the CRA, legal fees will be substantially higher due to the complex federal requirements involved. 💸
How Long Does the Process Take?
If your application documents are drafted correctly, the Service New Brunswick Corporate Registry typically processes Letters Patent within 2 to 4 weeks. However, if you are also applying to the CRA to become a Registered Charity, be prepared for a much longer wait. Federal charity applications routinely take anywhere from 6 to 12 months for the CRA to review and approve.
Frequently Asked Questions (FAQ)
What is the difference between an NPO and a Charity?
A non-profit organization operates for social welfare, civic improvement, or recreation. A Registered Charity, however, must operate exclusively for specific charitable purposes (like poverty relief or education) and is federally approved by the CRA to issue official tax receipts for donations.
Can the directors of a non-profit be paid?
Generally, directors of an NPO serve as volunteers and do not receive a salary for their duties as board members. They can, however, be reimbursed for reasonable expenses incurred while performing their duties, such as travelling costs.
Does a non-profit have to file annual returns?
Yes, all incorporated non-profits in New Brunswick must file an Annual Return with the SNB Corporate Registry to keep their corporate status active. Failure to file can eventually lead to the dissolution of the organization.
Can a non-profit make a profit?
Yes, an NPO can generate a surplus (profit) at the end of the fiscal year. However, that surplus cannot be distributed as dividends to members or directors; it must be kept within the organization and used to further its non-profit objectives.
Do we have to incorporate provincially or federally?
If your activities will be restricted primarily to New Brunswick, provincial incorporation under the Companies Act is usually sufficient. If you plan to operate nationwide, you may choose to incorporate federally under the Canada Not-for-profit Corporations Act.
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