Steps to incorporate (and maintain) a non-profit in BC

First things first. Decide who’s going to manage your day-to-day affairs. (Typically it’s the officers. They can hire employees and contractors if there’s money for that.) Also settle on who will provide strategic, high-level oversight. (Almost always the directors.) It’s okay if these positions overlap — many smaller non-profits don’t have the budget to fully separate these roles, at least not in the beginning. You’ll need three directors, unless your society is member-funded, in which case you only need one. 

The directors are your organization’s main overseers. So try to ensure that each board member brings a unique skill, like fundraising experience, financial expertise, marketing abilities, and so on. 

You’ll need the directors’ full names and addresses for the incorporation application. Also, each director has to agree, in writing, to act as a director. There’s no official form you fill out. A short note that says “I agree to act as a director for [name of society]” will suffice. Make sure it’s signed and dated.

You don’t have to name the officers when you incorporate.

Prepare a shortlist. There are a few rules to follow:

1. Make sure your name is unique. Google it to make sure some other group hasn’t taken it. 

2. Include something descriptive. For example, a kayaker’s association might include the word “kayak” or “paddlers” or “whitewater” in their name.

3. End with one of the three required words. Names have to end with either “Society,” “Association,” or “Club.” Them’s the rules.

So a name like “Quesnel Farmhands Club” works. But “Food Society” probably won’t.

There are other more nuanced rules too. If you want to use certain words associated with hospitals, locations or the government (like the word “Municipality”), you’ll need to get specific approvals. Give the staff at the provincial registrar a call to be sure (1-877-526-1526, 8:30 am to 4:30 pm, M-F).

When your shortlist is all set, you can file a name request online. (A small fee applies, so you’ll need a credit card.) You can also do this by regular mail or in person at a Service BC center by using this form, though it’ll take much longer.

While you’re waiting to get your name approved, get clear on your group’s purpose. Write it down as a “focus statement.” This is a short, high-level summary of what your non-profit does. For example:

To promote the interests of bird-watching seniors in the North Vancouver area

To carry on an amateur softball league for elementary school children in Saanich

To encourage and foster responsible exotic pet ownership in the Lower Mainland of British Columbia

If one sentence doesn’t capture it all, don’t worry, you can have several.

If the directors are your architects, and your name and purpose are the foundation, the bylaws are everything else you need to get your society built and humming along.

The bylaws set out your house rules. These include the rights and duties of members, how directors are elected (and whether they can be paid), whether the society can borrow money, and how meetings are run. 

The provincial registrar provides a model set of bylaws. They are a good starting point. But they might not be the right fit for your organization. Our page on best practices for non-profit bylaws offers practical guidance on what you might want to change before you incorporate. 

You can always update your bylaws later. But remember that it takes time, effort, approval by all of your members, and fees.

Once you get your name reserved (the provincial registrar will send you an email), you can complete the incorporation process online. Have the information you’ve prepared on hand — like a copy of your purpose and bylaws and the names and addresses of your directors. You’ll also need a credit card for the filing fee.

You’ll also have to decide whether you’re going to be member-funded or not. This distinction is very important when it comes to how many rules the society has to follow. Or if you want to get charitable tax status. Check out the BC government’s helpful primer on this.

You can use the name confirmation email from the registrar to get the incorporation process started via Societies Online. Once you’re done, you’ll get a copy of your incorporation documents via email or in the mail.

Next, you can take your incorporation documents to a bank or credit union to get a bank account set up. But before you do, the board should have a discussion about internal controls, with questions like:

• Who will have access to our banking?

• How many of us have to sign a society contract for it to be valid?

• Is there a dollar threshold beyond which we want two (or more) people to sign off on a banking transaction?

Typically, you need to be a director or officer of your society to have signing authority over the bank account. So when you go to open the account, make sure someone in that position is present, and has two pieces of ID.

Societies typically maintain a minute book. This is a collection of all of their records. It includes copies of all your incorporation documents, records of your director and member meetings, financial statements, and other material documents (like, say, very important contracts). Here’s a full list of what you need to keep.

You should ideally have a printed copy, and file new records chronologically as they become available. But these days, much happens electronically. You can keep an electronic minute book in the cloud, but make sure you have it backed up, and that you can make it available for inspection by your members if necessary.

Every year, you’ll have to file an annual report with the provincial registrar. You can do that on Societies Online. This ensures your society stays in good standing. You should get an email from the registrar reminding you when to do this, but it’s prudent to mark the anniversary date of incorporation on your calendar (and make sure to buy your corporation something nice, too 😝).

You’ll also have to file periodic reports if certain things change, like the society's address, directors, bylaws, or purpose.

Note that updates to the Societies Act that came in effect on May 4, 2023 (check out the full list here) may require you to update your register of members and directors as well as your bylaws. For example:

• the register of members should only have the name, contact information, and class of membership for each member

• the register of directors must specify when a director started and ceased to be a director

• your bylaws on director terms, director meetings, and member meetings might need to be revised