Letters Patent vs Articles of Incorporation in Canada

If you’re thinking about starting a charity or nonprofit in Canada, especially in Ontario, you may have come across terms like Articles of Incorporation and Letters Patent. They might sound the same, but they’re not and understanding the difference between letters patent and articles of incorporation is crucial for your organization’s legal compliance and governance.

Whether you’re incorporating a new nonprofit, transitioning an existing organization under ONCA, or applying for CRA charity registration, knowing which governing document applies to your organization affects everything from board structure to amendment procedures. In this guide, we’ll break down what these terms mean, how they differ, and what you need to know about federal vs provincial nonprofit incorporation in Canada.

What Are Letters Patent?

Letters patent are an old-fashioned way of officially and legally starting a nonprofit. Before 2010, this was the legal document you received from the government when your nonprofit was approved in Ontario. Think of it like a birth certificate it gave your group legal life.

The word patent comes from a Latin phrase meaning “open letter.” It’s called that because it’s a public document. The government uses it to show that they’ve allowed a group or company to exist.

What Is the Purpose of Letters Patent?

The purpose of a letter patent was to create a legal entity. It told the world:

Who started the organization
What its goals are (like helping the community, raising awareness, or providing services)
Who’s running it (called directors)
What rules will it follow
Rules for amending the organization’s structure
Restrictions on dissolving the organization

For charities, the letters patent also included charitable objects, which are specific goals your organization must stick to in order to stay registered as a charity with the CRA.

Are Articles of Incorporation the Same as Letters Patent?

Not exactly. Articles of Incorporation replaced letters patent when newer laws came into effect.

For Ontario nonprofits, the Not-for-Profit Corporations Act (ONCA) came into force in October 2021. Since then, new nonprofits apply using Articles of Incorporation instead of letters patent. Organizations that didn’t transition by the ONCA deadline (October 19, 2024) faced administrative dissolution, though some extensions were granted.
For federal nonprofits, the Canada Not-for-profit Corporations Act replaced the old system in 2011. That means federally incorporated charities and nonprofits now also use Articles of Incorporation.

So if you’re starting a nonprofit or charity today, you won’t use letters patent anymore. But if your organization was created before these new laws, you might still have letters patent on file. That’s why you’ll hear both terms, even though only one is still used for new applications.

What Are Articles of Incorporation?

Articles of Incorporation are the modern version of letters patent. They’re a form you submit to either:

Corporations Canada, if you want to register your nonprofit at the federal level, or
ServiceOntario, if you’re incorporating a nonprofit within Ontario

This document includes similar information to letters patent:

The legal name of your organization
The purpose or mission of the nonprofit or charity
The structure (who the directors are, where the office is, etc.)
Any special rules or restrictions

Once approved, you officially exist as a legal nonprofit or charity. You can then open bank accounts, hire staff, apply for grants, and register as a charity if eligible.

How Letters Patent and Articles of Incorporation Affect CRA Charity Registration

Whether your organization operates under letters patent or articles of incorporation has direct implications for your CRA charity registration. Here’s what you need to know:

Charitable Objects Must Be Clearly Stated

Both documents must contain your organization’s charitable objects—the specific purposes that qualify your organization as a charity under Canadian law. The CRA requires these objects to fall into one or more of the four recognized charitable categories:

Relief of poverty
Advancement of education
Advancement of religion
Other purposes beneficial to the community

CRA Requirements for Charitable Purposes

When drafting either letters patent or articles of incorporation for a charity, the charitable objects must be:

Exclusively charitable: Your organization cannot have non-charitable purposes mixed in
Specific and clear: Vague language like “doing good works” won’t meet CRA standards
Legally compliant: Objects must align with current charity law definitions

Common Mistakes in Drafting Charitable Objects

Many organizations run into problems when their governing documents contain:

Purposes that are too broad or vague
Non-charitable activities listed as objects (like political activities)
Objects that could benefit private individuals rather than the public
Language that doesn’t match CRA’s interpretation of charitable purposes

Transitioning Your Governing Documents

If you’re transitioning from letters patent to articles of incorporation, you generally do not need to reapply to the CRA for charity registration. However, you must:

Ensure your charitable objects remain substantially the same
Notify the CRA of any changes to your governing documents
Submit updated articles to the CRA within required timelines
Maintain consistency between your articles and your T3010 annual return

If you’re making significant changes to your charitable objects during the transition, consult with a charity lawyer first material changes may require CRA approval to maintain your registered status.

Key Differences: Letters Patent vs Articles of Incorporation

Understanding the practical differences between these two types of governing documents helps you appreciate why transitioning from letters patent to articles of incorporation offers significant advantages: