Real membership rights are quietly disappearing: in club after club, platform after platform, ordinary members can no longer see how decisions are made, be heard, or leave with their data. The answer is to found your own association — one that is answerable to its members and no one else. This page shows you exactly how to do that in Canada, step by step, as a federal not-for-profit corporation.
| Legal form | Not-for-profit corporation (federal) / Organisation à but non lucratif de régime fédéral (Federal not-for-profit corporation (non-soliciting, non-charitable)) |
|---|---|
| Governing law | Canada Not-for-profit Corporations Act, S.C. 2009, c. 23 (CNCA), administered by Corporations Canada; incorporation by one or more persons under s. 6, member discipline governed by s. 158 |
| Minimum founders | 1 incorporator is legally sufficient (CNCA s. 6: any individual 18+, not incapable, not bankrupt — or a body corporate). In practice plan for at least 3 founders so you can elect a working unpaid board; a corporation that solicits public donations must have at least 3 directors (s. 125), so starting with 3 keeps you safe either way. Note: incorporation is federal, so this route works identically in every province and territory; each province also has its own societies/non-profit statute, but the federal route is the simplest single path for a Canada-wide association. |
| Registry | Corporations Canada (Innovation, Science and Economic Development Canada / Innovation, Sciences et Développement économique Canada) |
| Tax / entity number | Business Number (BN) — a 9-digit identifier from the Canada Revenue Agency (CRA). It is assigned automatically after federal incorporation (Corporations Canada shares the incorporation data with the CRA); otherwise it can be requested through CRA Business Registration Online. An ordinary non-charitable non-profit pays no income tax on its non-profit activities (Income Tax Act para. 149(1)(l)) but must still file an annual T2 corporate return (and, above certain thresholds, form T1044). |
| Banking | Any bank or credit union will open an account in the corporation's name; credit unions are often the friendliest and cheapest for small associations. Bring the certificate and articles of incorporation, the by-laws, the Business Number, and a board resolution naming the signing officers — set two signers (e.g., president and treasurer) with dual authorisation. Expect modest monthly fees; several institutions offer free or discounted 'community' or 'not-for-profit' accounts. |
| Typical cost | CAD $200 government fee for online incorporation with Corporations Canada (optional express service +$100 for 4-hour processing). The corporate name search is included in the online filing. Annual return afterwards: $12 online per year. Provincial extra-provincial registration, where required, is low-cost or free. Total realistic startup cost without a lawyer: roughly $200–$300. |
| Timeline | Online incorporation is normally processed in 1 business day (4 hours with express service). The CRA Business Number typically follows automatically within days. Opening a bank account usually takes one to three weeks depending on the institution. A brand-new association can realistically be fully operational within 2–4 weeks. |
| Virtual assemblies | Expressly permitted. CNCA s. 159(4) lets any person entitled to attend a members' meeting participate by telephonic or electronic means unless the by-laws say otherwise; s. 159(5) allows fully virtual meetings where the by-laws permit; s. 165(3)–(4) authorise electronic and remote voting; and s. 166 lets a written resolution signed by all voting members replace a meeting entirely — useful for the founding steps. |
| Due process in local law | CNCA s. 158: the articles or by-laws may give the directors, the members or a committee the power to discipline a member or terminate membership, but if they do, they must set out the circumstances and the manner in which that power may be exercised. Corporations Canada's model by-laws implement this with 20 days' written notice stating reasons and an opportunity for the member to make written submissions before expulsion. Canadian courts additionally apply natural-justice principles and the CNCA oppression remedy (s. 253) against unfair expulsions — which aligns naturally with the Bill of Member Rights. |
Download Corporations Canada's model by-laws (or use their interactive by-law builder) and adapt them: purpose, membership classes, unpaid board, no profit distribution. This is where you write in the Bill of Member Rights — transparent admission criteria, every member's right to be heard, written notice and a chance to respond before any expulsion, and the right to leave with your data. Under CNCA s. 158, any power to expel a member is only valid if the by-laws spell out exactly when and how it may be used, so precision here protects everyone.
Pick a distinctive corporate name (a 'word name'). When you file online, the corporate name search is built into the federal incorporation process, so you normally don't need to order a separate Nuans report first. Make sure the name isn't confusingly similar to an existing corporation and that it works in the province where you'll operate.
Gather your founders — one person can legally incorporate, but three or more makes for a real association and a workable board. Adopt the by-laws, elect the unpaid board of directors (plan for at least three), and record minutes. The CNCA expressly allows fully virtual meetings and electronic voting, and a resolution signed in writing by all founders is just as valid as a meeting (s. 166), so you can do this entirely online.
File online through Corporations Canada: articles of incorporation, the registered office address, and the first directors. The government fee is $200 and the certificate of incorporation normally arrives within one business day. Remember to file your by-laws with Corporations Canada within 12 months after the members confirm them — it's a simple upload, not an approval.
After federal incorporation, Corporations Canada shares your information with the Canada Revenue Agency, which assigns your 9-digit Business Number (BN) automatically — if it doesn't arrive, register through CRA Business Registration Online. As an ordinary non-charitable non-profit you pay no income tax on member-serving activities, but you must still file an annual T2 corporate return. Set up CRA My Business Account so the treasurer can file online.
A federal corporation can operate anywhere in Canada, but most provinces ask federally incorporated bodies to file a simple extra-provincial registration or initial return where they have their main activities (for example, Ontario's initial return through the Ontario Business Registry). Check your own province's registry — it's usually a short form and free or inexpensive.
Take the certificate and articles of incorporation, the by-laws, the Business Number and a board resolution naming the signing officers to a bank or credit union — credit unions are often the most welcoming to small associations. Set up two signers, for example the president and the treasurer, with dual authorisation on payments. This keeps the association's money clearly separate from anyone's personal funds from day one.
Have the board (or the members, per your by-laws) formally adopt the decentralize.club Federation Charter, including the Bill of Member Rights, and sign the name licence for your national association. Record the decision in the minutes so it binds future boards. Your association remains fully independent and answerable only to its own members — the Charter simply guarantees the same member rights across every country.
Publish your admission criteria and application process exactly as written in the by-laws — transparent admission means anyone can see the rules before applying. Keep a proper register of members, admit your first members, and hold your first annual meeting of members within 18 months of incorporation as the CNCA requires. From here the association belongs to its members.
In Canada the simplest common route is a federal not-for-profit corporation under the Canada Not-for-profit Corporations Act (S.C. 2009, c. 23), filed online with Corporations Canada for $200 and normally issued within one business day. A single incorporator is legally enough, though three or more founders is the practical norm (and three directors become mandatory if the corporation ever solicits public donations). The Act expressly permits virtual member meetings, electronic voting and unanimous written resolutions, and section 158 requires that any power to discipline or expel a member be spelled out in the articles or by-laws, including the circumstances and manner of its exercise. The CRA assigns a Business Number automatically after federal incorporation; the association stays an ordinary non-charitable non-profit, answerable only to its members.