Constitute a Non-Profit Legal Person
Non-profit legal person
A non-profit legal person, also called a "non-profit organization (NPO)," is a group of individuals who do not intend to make pecuniary gains to distribute among the members of the group. Such a legal person is a separate legal entity and, accordingly, has its own specific rights and obligations.
A non-profit legal person engages in non-profit activities that are altruistic, moral, cultural, social, philanthropic, national, patriotic, religious, charitable, scientific, artistic, professional, athletic, sporting, educational or other in nature.
A non-profit legal person:
- has an existence separate from that of its members;
- owns property in its own name;
- acquires rights and assumes obligations and liabilities;
- signs contracts through its directors;
- may sue or be sued in the same way as a natural person.
Name of a non-profit legal person
You must make sure that the name you have chosen is compliant with laws and regulations. For more information, see Definition and Rules Applicable to the Name of an Enterprise.
You must also verify whether the name you have chosen is not already used by another enterprise in Québec. You may use the Find an Enterprise online service (free of charge) to search for and verify a name.
If you believe that the name you have chosen is compliant with laws and regulations and that the name is not used by another enterprise in Québec, you can use the Produire une demande de réservation de nom online service to file a name reservation application with the Registraire des entreprises. Fees are applicable to all name reservation applications. The name is reserved for 90 days. Name reservation is optional.
How to constitute a non-profit legal person
To constitute a non-profit legal person, you must complete form RE-303, Demande de constitution en personne morale sans but lucratif, and enclose the following documents with your application form:
- a sworn declaration;
- a copy of your name search results in the enterprise register or a copy of the name reservation confirmation;
- the required payment.
Fees and terms of payment
The fees payable for the letters patent of a non-profit legal person (further to its application for constitution) are given in form RE-101, Tarifs et modalités de paiement (see English courtesy translation RE-101-T).
Processing your application
If your application is compliant and complete and the required fees have been paid, the Registraire des entreprises will send you the letters patent. It will then register the non-profit legal person and will assign it a Québec enterprise number (NEQ). In addition, the Registraire will deposit the letters patent in the enterprise register.
Legal obligations of non-profit legal persons
You must file the initial declaration prescribed by the Act respecting the legal publicity of enterprises within 60 days of the date of the registration of the non-profit legal person. The enterprise is liable to penal and administrative sanctions if it does not file the initial declaration when required.
Once registered, the non-profit legal person will have to fulfil annual legal obligations. For more information, see Legal Obligations Stemming from Registration.
- Comment constituer une personne morale sans but lucratif (RE-303.G).
Client services of the Registraire des entreprises are provided by Services Québec at its offices in Montréal or Québec, as well as by email or telephone. Contact information is provided on the Contact Us page.
Client services staff can help you understand, in particular, the process for constituting a non-profit legal person and the application of the rules of law in general. However, they cannot interpret the rules to adapt them to a specific case or respond to a specific situation. For such help, consult a legal adviser.