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Incorporating a Society in British Columbia
A society is a non-profit organization. Any funds or profits must be used only for purposes of the society itself. Funds or profits cannot be distributed to a member of the society without the member giving appropriate compensation to the society first.
Societies are not required by law to incorporate. However, there are benefits to incorporating. When a society is incorporated, it acquires all of the powers of an individual, as well as an independent existence - separate and distinct from its members - and an unlimited life expectancy. If a society is seeking funding, grants or charitable status from the federal government, there may be a requirement to incorporate the society.
If you have any questions about whether or not to incorporate, you should seek legal advice.
Note: To apply for charitable status on behalf of the society contact Canada Revenue Agency.
By filing the necessary paperwork and paying the filing fees, five or more individuals can form a society.
To incorporate a society you must:
- Request a Name Approval and Reservation
- Prepare the Constitution and Bylaws for the Society
- Complete a List of First Directors
- Complete a Notice of Address of Society
- Review Checklist
- File your Incorporation Documents
Step 1: Request Name Approval and Reservation
Societies should have the designation "Society" or "Association" or "Foundation" in their name.
For information on how to request a name approval for your society, see requesting a name approval reservation.
Step 2: Prepare a Constitution and Bylaws
Every society wanting to incorporate must have both a constitution and a set of bylaws as set out in the Act.
The constitution of a society must state the following:
- the name of the society as reserved; and
- the purposes of the society - refer to section 2 of the Act. This is usually comprised of a statement(s) indicating why the society exists (e.g. educational, sporting, religious, etc.) and how they intend to promote these purposes;
- every provision in the constitution after 1) and 2) above must say either "This provision is alterable." OR "This provision is unalterable."
Note: If you say a provision is "unalterable", it may not be changed.
The bylaws must state the rules of conduct of the society. The society must ensure their bylaws comply with section 6(1) of the Act.
The Act provides for three different ways to set up the constitution and bylaws. You may download the forms below (a blank form follows the sample form) or type the constitution and bylaws on 8 1/2" x 11" paper following one of three formats as required by the Act. You must submit your constitution and bylaws in only one format, either a Form 1 OR a Form 2 OR a Form 3 format. Documents not in one of the three formats will be returned for correction.
All this method requires is for you to show the name of the society; the purposes of the society; and a statement under the heading "bylaws" (which must read "The bylaws of the society are those set out in Schedule "B" to the Society Act.").
The Schedule B Bylaws are meant to be adopted without amendment. If the society choses to customize the Bylaws, the Form 1 format may not be used. Also, this document is not required to be submitted to the Corporate Registry with the incorporation documentation. The statement as outlined above is all that is required.
This method of incorporation allows you to adopt bylaws set out in Schedule B with some variations, deletions or additions. These variations, deletions or additions must be stated on the Form 2 and follow the numbering and lettering sequence of the original Schedule B bylaws. The changes must also comply with the Act, specifically section 6(1) of the Act. Again, there is no requirement to send the Corporate Registry an actual copy of the Schedule B bylaws.
This method of incorporation is more complex and is used when a society wishes to define its own bylaws. However, in using this method, the society must ensure the bylaws are stated in full and must contain all of the provisions in section 6(1) of the Act. Bylaws must be incorporated into a signed document and cannot be filed as an attachment.
Note: Regardless of which form (Form 1, Form 2 or Form 3) you chose, the constitution and bylaws must be followed by the date of signing, signatures, full names and residential addresses of at least five applicants for incorporation and a witness to each name. Each witness must have a signature, full name and complete physical address.
Step 3: Complete the List of First Directors (Form 4)
Full names and residential addresses of each of the first directors must be shown. The residential address of a director must be a complete physical address. You may include general delivery, post office box, rural route, site or comp. number as part of the address, but the Corporate Registry cannot accept this information as a complete address. You must also include a postal code. If an area does not have street names or numbers, provide a description that would readily allow a person to locate the director (e.g. a legal description).
A minimum of three directors is required and at least one of the directors must be ordinarily resident in British Columbia.
Step 4: Complete the Notice of Address of Society (Form 5)
Section 10 of the Act requires every society have an address in British Columbia to which all communications and notices may be sent and at which all documents may be served. The Notice of Address of Society (Form 5) must set out the complete physical address of the society to enable a person to locate the office readily. You may include general delivery, post office box, rural route, site or comp. number as part of the address but the Corporate Registry cannot accept this information as a complete address. The postal code must be included. If an area does not have street names or numbers, a description must be provided that would enable a person to readily locate the office (e.g. legal description).
Note: Leave Item A, Certificate of Incorporation Number, blank when completing the Form 5. This number will be assigned once the society is incorporated.
Step 5: Checklist for Society Incorporation Documents
The following items should be checked prior to submitting your incorporation documents for processing:
- There should be an original signed and witnessed Constitution and Bylaws, Notice of Address of Society (Form 5) and List of First Directors (Form 4), PLUS an extra copy of the Constitution and Bylaws.
- The society name has been reserved.
- The society name as approved is shown consistently throughout the incorporation documents.
- A cheque for the appropriate fee has been attached OR a request to debit your BC OnLine deposit account.
- Bylaws contain all of the provisions required by section 6(1) of the Act, which are:
- the admission of members, their rights and obligations and when they cease to be in good standing;
- the conditions under which membership ceases and the manner, if any, in which a member may be expelled;
- the procedure for calling general meetings;
- the rights of voting at general meetings, whether proxy voting is allowed, and if proxy voting is allowed, provisions for it;
- the appointment and removal of directors and officers and their duties, powers and remuneration, if any;
- the exercise of borrowing powers;
- the preparation and custody of minutes of meetings of the society and directors.
Note: The Corporate Registry is the repository of the bylaws for public access. Therefore, it is important for the society to ensure the bylaws comply with section 6(1) of the Act before submitting to the Corporate Registry. Bylaws are filed as submitted and are not examined for compliance.
- Full names and residential addresses of all applicants and witness(es) are shown. A residential address must be a complete physical address. A PO box number alone without a physical address is not acceptable.
- The address of the society must be a complete physical address. You may include general delivery, post office box, rural route, site or comp. number as part of the address, but the Corporate Registry cannot accept this information as a complete address. You must also include a postal code. If an area does not have street names or numbers, provide a description that would readily allow a person to locate the office (e.g. a legal description).
- Documents are legible. If documents are illegible they will be returned. It is preferable to have documents typewritten.
- Any amendments or changes to documents have been initialed.
Step 6: Fees and Filing Your Incorporation Documents
Fee: $100. by cheque or money order, payable to the Minister of Finance.
All filings are processed on a first-come, first-served basis unless you pay an additional priority fee. If you wish the filings to be processed on a priority basis, an additional $100 will be required. If the filings are being submitted on a priority basis, clearly indicate on both the envelope and the filings that the submission is a priority.
A priority service is considered completed when the document is filed or the service request is completed. Turnaround time is usually within 24 hours.
Note: If a document to be filed has errors and requires correction, then those corrections must be made and returned to this office within the 24 hour period to maintain priority status.
For information regarding completion of your incorporation documents, contact the Corporate Registry. Corporate Registry staff cannot provide legal or business advice.
The primary role of the Registrar of Companies is to make sure that societies comply with the filing requirements of the Act. The Registrar does not supervise the conduct of societies or intervene in the internal affairs of a society. If members are unhappy with the society’s conduct, they may exercise their rights by calling a meeting or voting for a different board of directors (refer to section 31 and 58 of the Act). If a society breaches the Act or does not comply with its constitution or bylaws, section 85 of the Act permits members to seek remedy in the courts.