In B.C., not-for-profit / non-profit organizations are known as societies. Societies are independent, democratic organizations that are required to comply with the Societies Act and their own constitution and bylaws.
Societies do not earn any profits for its members. All money is donated to the organization’s cause or goal. They may be eligible to:
Societies Act Amendments
Societies Act Amendments came into effect on May 4, 2023. Review a summary of changes to the Societies Act.
Refer to these frequently asked questions on Societies Act Amendments, 2021 for clarification on some of the new policies.
A social enterprise may have similar goals as a not-for-profit organization but it can also distribute profits to owners.
Societies do not have to incorporate, but incorporating has advantages. For example, it can make it easier to get funding available only to incorporated (or registered) societies. It also gives a society:
1. Define the society's purpose
The purpose is the type of cause, activity or support the society will promote. It could include any of the following purposes or types of activities: agricultural, artistic, benevolent, charitable, educational, environmental, patriotic, philanthropic, political, professional, recreational, religious, scientific, social, or sporting.
A purpose cannot include operating a business for profit or gain.
The purpose becomes part of the society's constitution. It needs to comply with the Societies Act.
Here's an example of a society's constitution (name and purpose):
Arbutus Community Band
The purposes of the society are to:
2. Set up bylaws
Option 1: Adopt the model bylaws without any changes. The model bylaws provide a framework of basic procedural rules for new societies. Download a copy of the model bylaws (DOC, 24.2KB).
Before adopting these bylaws, make sure they're suitable for your society. For example, Bylaw 3.15 provides that proxy voting is not permitted, so this bylaw would not be suitable for a society that wants to allow its voting members to appoint proxy holders.
Option 2: Create your own bylaws. Use the model bylaws as a guide or start from scratch. You should get legal advice if you require assistance in drafting or changing bylaws. A society's bylaws need to:
3. Assign directors
A director is responsible for managing a society. Each person incorporating the society (incorporator) usually also becomes a director, but this is not required.
An ordinary society must have at least 3 directors. One of them must be a resident in B.C. A member-funded society needs one director. They do not need to be a B.C. resident.
A director must be qualified under the Societies Act and the bylaws of the society. They must:
4. Request and reserve a name
Societies must have their name approved and confirm that it doesn't conflict with a name already being used by a corporation. This makes sure that the public is not confused or misled by a society's name. Find out how to choose the right name.
It takes about 7 to 14 days to process a name request. Once it's complete, you'll receive a name request number you can use to incorporate the society. Be sure to complete the registration before the name request expires (56 days after it's approved). If not, you'll need to submit another name request.
Request priority service ($100 fee) if you need to have a name approved in 1 to 2 business days.
5. Incorporate the society
You will also be asked to create a registry key (or password) for the society that will be needed for making future filings using Societies Online:
Once the incorporation process is complete:
You may want to get advice from a chartered professional accountant or lawyer before setting up a society.
Societies that plan to run activities throughout Canada should consider whether they want to incorporate a federal not-for-profit corporation.
Incorporated societies from outside of B.C. need to complete an extraprovinicial registration and maintain registered status while operating in B.C.
Protect personal information
Societies are legally obligated to protect any personal information that they collect, use or disclose. This includes information about customers, clients, employees or others. Learn about protecting personal information.
Hold an annual meeting and file an annual report
Legislative amendments now allow companies, cooperative associations and societies the option of holding fully virtual meetings on a permanent basis. This replaces Ministerial Order M116. As a result of this change, articles, bylaws and rules will no longer be overridden to allow for electronic meetings. However, a company, cooperative association or society may choose to hold a meeting either fully electronically, partially electronically or in person and restrict or set out requirements for electronic meetings in its articles, rules or bylaws.
Each calendar year, incorporated societies must hold an annual general meeting (AGM). To maintain good standing they must also file an annual report. The report must be filed within 30 days after the annual general meeting. Societies do not need to hold an annual general meeting or file an annual report the year they incorporate.
Find information about agenda items for annual general meetings in section 71 of the Societies Act.
File an annual report ($40 fee)
Log in to Societies Online. You'll need to know the annual general meeting date. Pay by credit or pre-authorized debit card or use a BC OnLine account.
When filing an annual report, you can also make changes to address or director information. Financial statements and meeting minutes do not need to be filed with the society’s annual report. Keep these documents with other records at your society’s registered office.
Set up an annual report reminder
Log in to Societies Online to request a reminder email. It will be sent to any primary and alternate email addresses provided.
Ask for more time
If your society is unable to hold an annual general meeting within the year, log in to Societies Online to request an extension between November 1 and December 31. Before submitting the request, make sure the society is up to date on holding its annual general meetings and has filed all its annual reports for previous calendar years.
If the request for an extension is granted, your society must hold an annual general meeting between January 1 and March 31 of the following calendar year. An annual general meeting must still be held (and an annual report filed) for the current calendar year.
If you miss the annual general meeting extension date given, file an annual report within 30 days of the date the meeting should have been held. If your society does not hold an annual general meeting, file an annual report by January 31 noting that no annual general meeting was held in the calendar year.
If a society does not hold an annual meeting or file an annual report for 2 consecutive years, the Registrar may dissolve the society.
Change a society's address
File a change of address ($15 fee). Be sure to keep the society's physical (delivery) and mailing addresses up to date. If the address changes, update it as soon as possible online by logging in to Societies Online. You can also update the address when filing an annual report.
The change will take effect the day after the online filing is completed.
Once the filing is complete, copies of the documents will be available to download from your society’s filing history.
Change a society's name or purpose (the constitution)
File a change to a society’s name and/or purposes ($50 fee).
Step 1: Authorize the change by special resolution.
Step 2: Submit a change of name and/or purposes through Societies Online.
What you'll need to complete the change of name and/or purposes:
Constitution changes take effect once the changes have been submitted and filed. Once a filing is complete, certified copies of the documents are available to download from your society's filing history at your convenience.
File changes to directors in the order of the effective date (i.e. file the oldest change first). This will ensure changes in previous filings are carried forward and will prevent delays in other filings. If director changes were filed out of order, contact the BC Registries team: 1-877-526-1526.
Option 1: If a change in directors occurs at the annual general meeting, update the director information as part of the annual report filing for that meeting. A separate filing is not required. The effective date of the change is the date of the annual general meeting.
Option 2: If the change occurs outside of the annual general meeting, log in to Societies Online and file a Change of Directors to add or remove a director ($15 fee). The effective date is the date of change in directors.
Option 3: Log in to Societies Online to update the legal name or address for an existing director (no fee). The effective date is the date of the filing.
Option 4: Application to Registrar to have oneself removed as a Director
A person who claims not to be a director but who is shown as a director in the society’s statement of directors and registered office may, on notice to the society, apply to the registrar to alter the society’s statement of directors and registered office to remove the person’s name and any address of the person .
Certain criteria must be met:
Please note: The society must continue to have a registered office delivery and mailing address. The application to remove oneself as director cannot be used to remove or change the registered office addresses of the society even though it may be the address of the director being removed. It is the responsibility of the society to update the registered office address
Once a filing is complete, the applicant and the society will receive copies of the updated statement of directors and registered office.
File a constitution alteration application to change bylaws ($50 fee).
Step 1: Make sure the new or updated bylaws contain the matters (provisions) required by Section 11 of the Societies Act. Seek legal advice if you require assistance in drafting or changing bylaws.
Step 2: Authorize the change by special resolution.
Step 3: Complete the transition process to the new Act (if your society has not already done so).
Step 4: Submit a constitution alteration application through Societies Online or by using a community access terminal at a Service BC location.
What you'll need to complete the constitution alteration application:
Bylaw changes take effect once the bylaw alteration application has been submitted and filed. Once a filing is complete, certified copies of the documents are available to download from your society's filing history at your convenience.
Correct a mistake in a filing
A correction is not the same as updating or changing a society's address, constitution, directors or bylaws.
Spelling mistakes or typos
File a correction ($15). Complete the Corporate Register Correction form (PDF) and mail it to the address on the form along with a cheque or money order made payable to the Minister of Finance.
Once the filing is complete, the correction shows in the society's filing history and on the public search indicating that an error occurred and was corrected:
Errors in the bylaws
File a correction to your Bylaw Alteration Application filing using Societies Online if you have:
Once the filing is complete, a certified copy of the new set of bylaws will be available to download from your society's Filing History at your convenience.
Errors in the name or purposes (the constitution)
File a correction to the Constitution Alteration Application filing using Societies Online to correct a society’s name or purposes (if the correction is something other than correcting a spelling mistake or typo).
Once the filing is complete, a certified copy of the new constitution will be available to download from your society's dashboard at your convenience. If you prefer, you may also choose to receive your copies by email, mail or courier pick-up.
Errors on an annual report filing
File a Correction to the Annual Report using Societies Online if you have:
Filing changes to directors out of date order
If director changes were filed out of order, contact the BC Registries team: 1-877-526-1526.
BC Registries and Online Services does not supervise or investigate the conduct of a society, or get involved in its internal business or procedures. If members are unhappy with how the society's being managed or run, they may exercise their rights through the remedies available under the Act.
Resolving a dispute about operation or governance
Members and directors should try to cooperate and resolve the dispute. Taking this approach before resorting to legal remedies can help:
To resolve a dispute, the parties involved should:
Invite a neutral third party mediate discussions. The Mediate BC Society can help mediate disputes between society members for a fee.
Discuss issues or consider resolutions at a meeting:
Apply to the Civil Resolution Tribunal. As an independent, neutral organization, the Civil Resolution Tribunal has authority to make decisions that will resolve internal conflicts or disputes. The tribunal charges fees for dispute resolution. Start an application.
Resolving a dispute about access to records
Section 24 of the Societies Act sets out who may request to inspect or obtain copies of the records a society is required to keep under section 20 from a society including a member and a director. Section 24(4) also allows a member of the public to inspect records that must be kept by a society, if the societies bylaws allow it.
The Act allows any person to request copies of a non-member funded societies financial statements under section 24 or section 28.
If you feel that you should have access to a record that a society is required to keep, complete the Request to Inspect or Obtain Copies of Society Documents form (PDF, 389KB) and submit it to the society's registered office address. Keep proof of mailing.
A person who claims to be entitled under section 24, 25, or 28 to obtain copies or inspect the records of a society who has been denied access may apply in writing to the registrar for an order under section 107 of the Act. A request for a Registrar’s Order must include any correspondence between the applicant and the society to support the claim that access or copies of the requested records have been denied.
In some cases, an order of the Supreme Court of British Columbia may be required to get access to a society record.
Other court remedies
There are a number of court remedies under the Societies Act. In all cases, application is made to the Supreme Court of B.C. Legal advice is recommended before seeking any of these remedies.
Complaint by members. Under section 102 of the Societies Act, an application can be made to the court where the member alleges that the society or its directors are acting in a manner oppressive to the member or where a resolution was passed or is proposed that would be unfairly prejudicial to the member. The court has authority to provide various forms of relief under this section.
Derivative actions. Under section 103, an application can be made to the court by a member, a director or another person the court considers appropriate, to allow them to act on behalf of the society to enforce a right or duty owed to the society or to defend a legal proceeding brought against the society.
Compliance or restraining orders. Under section 104, an application can be made to the court by a member, a director or another person the court considers appropriate, for an order directing a person to comply with the Act, regulations or bylaws of the society, or directing the society to refrain from carrying on activities that are inconsistent with or contrary to its purposes.
Remedying irregularities. Under section 105 of the Societies Act, the court, on its own motion or on application of any person the court considers appropriate, may make an order remedying an "omission, defect, error or irregularity in the conduct of the activities or internal affairs of a society."
Relief in legal proceedings. Under section 106, a director may apply to the court for relief from being held liable for negligence or other default in duty. The court may excuse the director if, in light of the circumstances, the director acted honestly and reasonably and ought fairly to be excused.
Correction or reconstruction of records. Under section 108 and 109, an application can be made to the court by the society, a member, a director or another person the court considers appropriate for the correction of records (for example, a register of members) or for the “reconstruction” of records that have been lost or destroyed.
Transition to the new Societies Act
