Canada Revenue Agency
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What is a governing document?
A governing document gives an organization its legal existence. The document identifies the organization's name, states its purpose(s), and describes its structure and internal procedures.
Types of governing documents
All registered charities (other than internal divisions* of existing registered charities) must be legally established by one of the following types of governing documents:
- incorporation documents (for example, letters patent or articles of incorporation)
- a constitution
- a trust document (for legal trusts).
*An internal division is a branch, section or division of a registered charity. An internal division does not have its own governing document but operates under the governing document of a parent body or head body. To apply for registration as a charity, an internal division must provide a letter of good standing.
Other governing documents
An organization may have a governing document that is not an incorporation document, a constitution, or at trust (for example, an organization established by an act of Parliament, or a will). If this applies to your organization, contact us for information before you send your application for registration.
What type of governing document should be included with an application?
The type of governing document required depends on whether an organization intends to operate as a charitable organization, or as a public or private foundation. For more information, see Types of registered charities (designations).
- Charitable organizations must be incorporated or established by a constitution or a trust document.
- Public or private foundations must be incorporated or established by a trust document.
When an organization applies for registration, it must provide a complete copy of its governing documents, which may include by-laws. It must also include a copy of any amendments made to the governing documents (for example, supplementary letters patent, articles of amendment, or special resolutions).
Requirements for governing documents
For an organization to be registered, its governing documents must meet certain requirements. For more information, see Incorporation documents, Constitutions, and Trusts.
An organization has the option to submit draft governing documents with its application. For more information, see Application review process.
Note
If an organization seeking registration as a charity owns, or intends to own, land or buildings, we recommend that it become incorporated so that it can hold title to the property. An unincorporated charity may have property held in trust by trustees acting on behalf of the charity.
