Author: Press Secretary

Split Receipting – The Basics

This module covers basic information on the legal concept of split receipting. The information covered includes: What is split receipting and what are the rules? How are the rules applied? What role does Fair Market Value, Intention to Make a Gift, and De Minimus have in split receipting? Are there exceptions to the rule? A chart that illustrates the steps in split
receipting?

Introduction

This module covers basic information on the legal concept of split receipting.

The information covered includes:

• What is split receipting and what are the rules?
• How are the rules applied?
• What role does Fair Market Value, Intention to Make a Gift, and De Minimis have in split receipting?
• Are there exceptions to the rule?
• A chart that illustrates the steps in split receipting?

Split Receipting – The Basics

Split receipting is a legislative concept in which a donor can receive something in return (an advantage) for a gift, and still be eligible for a tax receipt.

From the charity’s perspective, the gift is split into two parts:

• the portion that the charity can issue a receipt (the eligible amount)

and

• the portion for which the charity cannot issue a receipt (the advantage)

The Rules

Split receipting rules govern how the eligible amount for a tax receipt is determined. It allows your Charity to give a donor certain advantages within the limits allowed by CRA.

Split receipting applies to all types of gifts (cash or gifts-in-kind) with advantages.

Applying the Rules

When you apply the rules of split receipting to determine the eligible amount on a receipt for a gift with an advantage, you’ll need to consider three elements:

• Fair Market Value (FMV) of the advantage (benefit received by the donor)
• Intention to Make a Gift Threshold
• De Minimis Threshold

Advantage and Fair Market Value

In simple terms, fair market value (FMV) is the price that you, as a consumer, would have to pay for the property in an open market.

Importance of FMV and Advantage

If the FMV of the advantage cannot be determined, official donation receipts cannot be issued.

Intention to Make a Gift

In the case of a gift with advantages, an official donation receipt can only be issued if the FMV of the advantages is not more than 80% of the FMV of the gift. This is known as the Intention to Make a Gift threshold.

Example

A donor gives $500 to Charity MNO and receives 3 complimentary concert tickets with a fair market value of $150 each for a total value of $450.

• The Intention to Make a Gift threshold, in this case, is $400 (80% of $500).
• The FMV of the advantage is $450 (3 x $150)
• The advantage exceeds the Intention to Make a Gift
• Therefore a receipt cannot be issued.

Note: Even if Charity MNO did not pay for the concert tickets, the FMV still has to be used in determining the Intention to Make a Gift threshold.

De Minimis Threshold

The De Minimis rule allows a donor to receive an official donation receipt for the full amount of their donation, when the advantage is too minimal to affect the value of the gift. The rule states that if the total advantage does not exceed the lesser of $75 or 10 per cent of the amount of the gift, it is not included in the calculation of the eligible amount on the receipt.

Example of De Minimis Threshold

A museum gives small tokens of appreciation to acknowledge donations of certain amounts:

• For a $150 donation, donors receive a calendar worth $14
• For a $200 donation, donors receive a tote bag worth $25
• For a $1,000 donation, donors receive a gift certificate worth $100

Can the museum issue donation receipts for these gifts?

• The $14 calendar is worth less than the lesser of $75 or $15 (10 per cent of the $150 donation) and is therefore not considered an advantage. The advantage is too small (de minimis).
  An official receipt can be issued for $150.
• The $25 tote bag is worth more than the lesser of $75 or $20 (10 per cent of the $200 donation) and must be considered an advantage.
  An official receipt can be issued for $175.
• The $100 gift certificate is worth more than the lesser of $75 or $100 (10 per cent of the $1,000 donation) and must be considered an advantage.
  An official receipt can be issued for $900.

Exception to De Minimis

The De Minimis rule does not apply to cash or near cash equivalents such as redeemable gift certificates, coupons, vouchers.

This means that any advantages are to be included in the total amount of the advantages, and to be deducted from the value of the gift when determining the eligible amount for the tax receipt.

Steps in Split Receipting

Notice

Information in this module is provided for general educational purposes and not as legal or accounting advice. Consult a lawyer or accountant for professional advice.

Information is accurate as of 2019

For changes after this date, consult Canada Revenue Agency.

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Starting A Non-Profit Society in British Columbia: A Complete Guide

Starting a non-profit society in British Columbia involves navigating complex registration requirements and legal obligations. We know how challenging it can be to understand the incorporation process for charitable organizations.

We start a non-profit society in BC by gathering at least three directors, choosing a unique name, creating bylaws, filing incorporation documents with BC Registry Services, and paying the $30 fee. The process takes 10-20 business days and creates a legally recognized society that can operate for charitable or community purposes.

Just a heads-up, things in the non-profit world shift. The Societies Act got a refresh as of May 4, 2023. You can find the summary on the changes here: BC Government Societies Act Amendments. This guide focuses specifically on British Columbia-specific rules.

Your Step-by-Step Timeline for Starting a BC Society

Before we dive into the details, here’s what your timeline will look like from start to finish. Understanding this roadmap helps you plan your time and resources effectively.

During the first two weeks, you’ll gather your founding directors and draft your purpose statement. This is when you’ll have those important conversations about why your society exists and what you want to accomplish. Take your time here because a clear purpose makes everything else easier.

In weeks three and four, you’ll work on creating your bylaws and reserving your society name. The bylaws take some thought because they’re your organization’s rulebook. You can start with the provincial template and customize it to fit your needs. While you’re working on bylaws, you can reserve your chosen name online, which protects it while you finish your paperwork.

Weeks five and six are when you’ll file your incorporation documents with BC Registry Services. Once you submit everything online with the $30 filing fee, the registry reviews your application. Most societies receive their certificate of incorporation within 10-20 business days, though it can take longer if there are questions about your name or bylaws.

In weeks seven and eight, after receiving your certificate, you’ll open a bank account for your society. Bring your incorporation documents to the bank, and make sure at least two directors are available to sign. Banks typically require two signing officers for nonprofit accounts.

If you’re planning to apply for charitable status with the Canada Revenue Agency, that happens in months three through six or even longer. The CRA takes time to review applications, often six to twelve months, so start this process as soon as your society is established and operating. You’ll need to show a track record of activities that align with your charitable purposes.

Throughout your first year and every year after, you’ll have ongoing compliance requirements. Annual reports must be filed with BC Registry Services, annual general meetings must be held, and financial statements must be prepared. If you become a registered charity, you’ll also file annual T3010 returns with the CRA. Mark these dates on your calendar now so you don’t miss important deadlines.

Step 1: Building Your Core Team – Officers and Directors

First things first, you need people to run the show. Think of it like this:

• Officers: They’re the hands-on folks, handling day-to-day operations. If you get funding, they’re the ones who might hire staff or contractors.
• Directors: They’re the big-picture strategists. They set the direction and make sure everything’s running smoothly.

Now, in smaller non-profits, these roles often overlap, and that’s okay. Especially when you’re just starting out and budgets are tight. You’ll need at least three directors, unless you’re a member-funded society, then one is enough.

Think about who you’re bringing on board. You want people with different skills. Someone good with finances, someone who knows fundraising, maybe someone with marketing experience. Each director should bring something valuable.

You’ll need their full names and addresses for the incorporation paperwork. And each director has to give their written okay to take on the role. It doesn’t have to be fancy; a simple note saying, “I agree to act as a director for [society name],” signed and dated, will do. You don’t have to name your officers when you incorporate.

BC Society vs. Federal Nonprofit Corporation: Which Should You Choose?

Before you start the incorporation process, you need to decide whether to incorporate provincially under the BC Societies Act or federally under the Canada Not-for-Profit Corporations Act. This choice affects your costs, governance requirements, and where you can operate.

If your nonprofit plans to operate mainly in British Columbia, a BC society makes the most sense. The incorporation fee is just $30, which is significantly cheaper than federal incorporation. The process is straightforward, and you can complete everything online through BC Registry Services. Most community groups, sports clubs, and local charities choose this route because it’s simple and affordable.

A BC society is incorporated under the BC Societies Act and must follow provincial regulations. You’ll file annual reports with the provincial registry and follow BC’s governance rules. If you later want to operate in other provinces, you can register extra-provincially, which means registering your BC society in other provinces where you’re active. This adds some paperwork and fees, but it’s manageable if you’re only in a few provinces.

Federal incorporation makes sense if you plan to operate across Canada from the start. A federal nonprofit corporation can operate in any province without extra-provincial registration. The Canada Not-for-Profit Corporations Act provides a consistent framework across the country, which some national organizations prefer. However, federal incorporation costs more upfront and has more complex governance requirements.

The governance differences matter too. Federal nonprofits follow the rules in the Canada Not-for-Profit Corporations Act, which has specific requirements for member meetings, voting, and record keeping. BC societies follow the BC Societies Act, which has different rules, especially around member-funded versus non-member-funded structures. You’ll need to understand which set of rules fits your organization better.

For most groups just starting out in British Columbia, we recommend provincial incorporation as a BC society. It’s cheaper, simpler, and perfectly adequate if you’re focused on serving your local community. You can always expand later if needed. If you’re planning national operations from day one, or if you’re setting up a branch of a national organization, then federal incorporation might be worth the extra cost and complexity. For more information on registering a federal nonprofit in BC, see our guide on extra-provincial registration for federal nonprofits in British Columbia.

Step 2: Picking and Reserving Your Society’s Name

Your name is your first impression, so make it count. Here’s how:

• Make it unique: Do a quick Google search to make sure no one else is using it. You don’t want any confusion.
• Make it descriptive: Your name should give people an idea of what your society does. If you’re a birdwatching group, include words like “birds” or “nature.”
• End it right: Your name has to end with either “Society,” “Association,” or “Club.” Those are the rules.
• Watch out for restricted words: Some words, especially those related to government, hospitals, or locations, might need extra approvals. To be safe, give the provincial registrar a call at 1-877-526-1526. They can tell you if you need any special permissions.

Once you’ve got a few names you like, you can reserve one online. It costs a small fee, so have your credit card ready. You can also do it by mail or in person at a Service BC centre, but it’ll take longer.

Step 3: Defining Your Society’s Purpose

While you’re waiting for your name to be approved, get clear on why your society exists. Write it down as a “focus statement.” It’s a quick summary of what you’re all about.

For example:

• “To promote the interests of bird-watching seniors in the North Vancouver area.”
• “To provide an amateur softball league for elementary school children in Saanich.”
• “To encourage and foster responsible exotic pet ownership in the Lower Mainland of British Columbia.”

If you need more than one sentence to explain it, that’s fine. Just make sure it’s clear and to the point.

Step 4: Crafting Your Society’s Bylaws

Think of your bylaws as your society’s rulebook. They cover everything from how members join to how meetings are run.

Here’s what they should include:

• The rights and duties of members.
• How directors are elected (and if they get paid).
• How the society manages its money (can you borrow money?).
• How meetings are conducted.

The provincial registrar provides a model set of bylaws, which is a great starting point. But you’ll probably want to tweak them to fit your society’s specific needs.

Remember, you can always change your bylaws later, but it takes time, effort, and approval from your members. And there might be fees involved. So, it’s best to get them right from the start.

Also, be sure to fully understand the difference between Member funded, and non member funded societies. This will impact the rules your society will need to follow. [BC Government Member Funded Societies]

Understanding Member-Funded vs. Non-Member-Funded Societies

BC has a unique feature in its Societies Act that other provinces don’t have. You need to choose whether your society will be member-funded or non-member-funded, and this choice affects your governance structure significantly.

A member-funded society is one where members provide the majority of the society’s funding through membership fees, dues, or assessments. Think of it like a sports club where members pay annual fees, or a professional association where members pay dues. In a member-funded society, the members have more control because they’re the primary funders. Member-funded societies can have just one director, though most choose to have more. Members in these societies typically have strong voting rights and direct say in how the organization runs.

A non-member-funded society is one where funding comes mainly from sources other than membership fees. This includes donations, grants, fundraising events, government contracts, or investment income. Most charities and community service organizations are non-member-funded because they rely on donations and grants rather than membership fees. Non-member-funded societies must have at least three directors, and the governance rules are more structured to ensure accountability to the public rather than just to members.

How do you decide which structure fits your organization? Think about your funding model. If you’re running a club where members pay substantial fees and that’s your main revenue source, you’re probably member-funded. If you’re planning to fundraise from the public, apply for grants, and offer free or low-cost services, you’re probably non-member-funded.

The distinction affects more than just the number of directors. Member-funded societies have different rules about member meetings, voting, and financial disclosure. Non-member-funded societies have stricter transparency requirements because they’re often seeking public donations or applying for charitable status. If you plan to become a registered charity later, you’ll almost certainly need to be non-member-funded because charities typically receive donations from the public.

You can change from one type to another later if your funding model changes, but it requires amending your bylaws and filing a notice with BC Registry Services. It’s easier to choose the right structure from the beginning. If you’re not sure, most organizations default to non-member-funded because it gives you more flexibility and is required if you want charitable status.

Your bylaws must clearly state which type of society you are. This is one of the required provisions in your bylaws, and the registry checks this when reviewing your incorporation application. Make sure your bylaws align with your choice and include all the provisions required for your society type.

Director Responsibilities and Liabilities: What You’re Signing Up For

Before you finalize your list of directors, make sure everyone understands what they’re taking on. Being a nonprofit director in British Columbia comes with real responsibilities and potential liabilities. It’s important to go into this with eyes open.

Directors have fiduciary duties, which is a legal term meaning they must put the society’s interests ahead of their own. This means making decisions that benefit the society and its purposes, not decisions that benefit the directors personally. If a director has a conflict of interest, they must disclose it and often must not vote on that matter.

The standard of care required of directors is acting honestly and in good faith with a view to the best interests of the society, and exercising the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances. This doesn’t mean directors need to be experts in everything, but it does mean they need to pay attention, ask questions, and make informed decisions.

Personal liability risks exist for directors in certain situations. While the society itself usually shields directors from liability for ordinary activities, directors can be personally liable for specific things. Directors can be personally liable for unremitted source deductions like employee income tax and CPP contributions. They can be liable for GST/HST that the society collected but didn’t remit to the government. They can be liable for environmental violations if the society owned property with contamination. These specific statutory liabilities cut through the corporate shield.

Directors can also be liable if they breach their fiduciary duties, meaning if they act fraudulently, dishonestly, or with gross negligence. If a director steals from the society or deliberately makes decisions that harm the organization, they can be personally sued and held liable for damages.

Protection through insurance and proper governance is available and important. Most societies should purchase directors and officers liability insurance, often called D&O insurance. This insurance covers legal defence costs and damages if directors are sued. It’s not terribly expensive for small nonprofits, often just a few hundred dollars per year, and it gives directors peace of mind.

Indemnification clauses in your bylaws provide another layer of protection. These clauses say the society will pay for a director’s legal defence if they’re sued for actions taken in good faith as a director. Combined with insurance, this makes the risk manageable for directors who are acting properly.

Minimum director requirements depend on whether you’re member-funded or non-member-funded. As we discussed earlier, non-member-funded societies must have at least three directors. Member-funded societies need only one, though most choose to have more because shared decision-making is generally better governance.

Residency requirements, or actually the lack thereof, might surprise you. BC societies do not require directors to be Canadian citizens or residents. Your directors can live anywhere in the world. Their addresses may be outside Canada. However, if you later register as a charity with the Canada Revenue Agency, the CRA requires that the charity’s management and control be in Canada, which usually means a majority of directors should be Canadian residents. But for just incorporating a BC society, there’s no residency requirement.

Make sure potential directors know they should keep good records, attend meetings regularly, read the materials provided before meetings, ask questions when they don’t understand something, and recuse themselves from decisions where they have a conflict of interest. Being a director isn’t just a title. It’s an active responsibility that requires ongoing engagement.

Step 5: Filing for Incorporation Online

Once your name is reserved, you can start the incorporation process online. You’ll need:

• A copy of your purpose statement.
• Your bylaws.
• The names and addresses of your directors.
• Information on if you are member funded, or non member funded.
• A credit card to pay the filing fee.

You’ll get an email confirming your name reservation. Use that to start the online process. Once you’re done, you’ll get your incorporation documents by email or mail.

If your nonprofit is already federally incorporated, you’ll also need to register in BC. See our guide on extra-provincial registration for federal nonprofits in BC.

What Does Incorporating Actually Cost: Beyond the $30 Fee

Everyone focuses on the $30 incorporation fee, and yes, that’s the official cost to file with BC Registry Services. But being realistic about your total startup costs helps you plan better and avoid surprises.

Name reservation is an additional $30 if you choose to reserve your name before incorporating. Some people skip this step and just include their preferred name in their incorporation application, taking the risk that the name might not be approved. Reserving the name first adds a bit of cost but gives you certainty that your name is available before you invest time in preparing all the other documents.

Legal fees might apply if you use a lawyer for reviewing or drafting your bylaws. Many societies use the model bylaws from BC Registry Services and customize them without legal help, which keeps costs down. But if your society will have complex operations, significant assets, or unusual governance needs, spending $500 to $1,500 for legal advice on your bylaws can prevent much bigger problems later. Think of it as insurance against governance disputes down the road.

Accounting software or bookkeeping costs should be budgeted from day one. Even small societies need to track income and expenses, prepare financial statements, and provide records to directors and members. Basic accounting software like Wave is free for nonprofits. QuickBooks for nonprofits costs around $20 per month. Or you might pay a bookkeeper $50 to $150 per month to handle your books, depending on your transaction volume.

Insurance costs, particularly directors and officers liability insurance, should be in your budget. D&O insurance for a small nonprofit typically costs $500 to $1,500 per year, depending on your budget size and activities. General liability insurance, if you’re running events or programs where people might get injured, adds another $500 to $2,000 per year. Some societies also need property insurance if they own equipment or rent space for activities.

Annual filing fees with BC Registry Services are currently $40 per year for the annual report. This report is due every year and keeps your society in good standing. Missing this filing can lead to your society being struck off the registry, so budget for this recurring cost.

Professional fees for CRA charity application can be significant if you decide to pursue charitable status. Some societies complete the application themselves, which is free but time-consuming and has a high rejection rate. Hiring a charity lawyer to handle the application typically costs $3,000 to $8,000, depending on the complexity of your organization. The lawyer prepares all the required documentation, liaises with the CRA, and responds to any questions or concerns the CRA raises during the review process.

Estimated total startup costs for a basic BC society with no complications might be around $500 to $1,000, including the incorporation fee, insurance, initial accounting setup, and basic office supplies. For a society planning to apply for charitable status and wanting legal help with bylaws and the charity application, budget $5,000 to $10,000 for your first year. This might sound like a lot, but it’s an investment in building a solid foundation.

The point isn’t to discourage you with these costs. The point is to plan realistically. A society that budgets properly from the start has a much better chance of success than one that runs into unexpected expenses and can’t cover them. Talk with your founding directors about these costs and make sure everyone understands the financial commitment involved in starting a nonprofit.

Step 6: Opening a Bank Account for Your Society

Now that you’re officially incorporated, you’ll need a bank account. Take your incorporation documents to a bank or credit union.

Before you go, have a discussion with your board about internal controls. Ask yourselves:

• Who will have access to the account?
• How many signatures are needed for transactions?
• Is there a dollar limit for single signatures?

Typically, only directors or officers can sign on the account, and they’ll need two pieces of ID.

Understanding Annual Compliance Requirements: Staying in Good Standing

Getting incorporated is just the beginning. BC societies have ongoing compliance requirements that you must meet every year to stay in good standing with BC Registry Services and, if applicable, the Canada Revenue Agency.

Annual report filing with BC Registry Services is required for every society. This report updates your society’s information, including current directors’ names and addresses, your registered office address, and confirmation that your society is still active. The annual report is due once per year, and you can file it online through BC Registry Services. The fee is currently $40. If you miss this filing, your society can be struck off the registry, which means you lose your legal status and all the benefits that come with being an incorporated society.

The due date for your annual report is based on the month you incorporated. If you incorporated in June, your annual report is due every year in June. BC Registry Services sends reminder emails to the email address on file, but it’s your responsibility to track this deadline. Put it on your calendar with reminders starting a month before the due date so you don’t forget.

Annual general meeting requirements depend on whether you’re member-funded or non-member-funded and what your bylaws say. Most societies must hold an annual general meeting with members once per year. At this meeting, you typically present financial statements, elect directors, and discuss the society’s activities and plans. Your bylaws specify how much notice members must receive, what constitutes quorum, and what business must be conducted.

Financial statement preparation is required even if you’re a small society with a modest budget. You need to prepare a statement of revenues and expenses and a statement of assets and liabilities at least once per year. For societies with revenues over $50,000 per year, many funders and regulatory bodies expect financial statements prepared by a professional accountant. For smaller societies, internally prepared financial statements may be sufficient, but they still need to be accurate and complete.

If you’re a registered charity, T3010 filing requirements apply to you. The T3010 is the annual information return that all registered charities must file with the Canada Revenue Agency. It’s due within six months of your fiscal year-end. The T3010 asks for detailed information about your revenues, expenses, directors, activities, and charitable programs. Most charities need professional help preparing this form because it’s complex and errors can lead to CRA sanctions or even loss of charitable status.

Penalties for non-compliance can be serious. If you fail to file your annual report with BC Registry Services, late fees apply, and eventually, your society can be struck off the registry. If you’re a registered charity and fail to file your T3010, the CRA can revoke your charitable status, which means you lose the ability to issue tax receipts and you lose your tax-exempt status. These penalties aren’t just theoretical. The CRA revokes charitable status for nonprofits that don’t comply, and BC Registry Services strikes off societies that don’t file annual reports.

Timeline considerations matter for planning purposes. Your annual report to BC Registry Services is due in the month you incorporated. Your annual general meeting should typically be held within a few months of your fiscal year-end so you can present annual financial statements to members. If you’re a registered charity, your T3010 is due six months after your fiscal year-end. Juggling these different deadlines requires planning and organization.

Good calendar management prevents compliance problems. At the start of each year, sit down with your board and map out all your compliance deadlines. Put them in a shared calendar with reminders at 60 days, 30 days, and 7 days before each deadline. Assign responsibility for each task to a specific director or officer so nothing falls through the cracks.

Charitable Tax Status: A Separate Process

Getting charitable tax status is different from incorporating. It’s an additional application process through the Canada Revenue Agency, and it comes with significant benefits and significant responsibilities. Understanding this process helps you decide if charitable status makes sense for your society.

Let’s be clear about the distinction. Incorporation does not equal charitable status. When you incorporate a BC society, you create a legal entity that can enter contracts, own property, and sue or be sued. But incorporation alone doesn’t give you any tax benefits. Your society still pays taxes on any income it earns, and donors can’t get tax receipts for their donations. To get those benefits, you need charitable status from the CRA.

Eligibility criteria for charitable purposes are strict. The CRA recognizes only certain purposes as charitable. These include relief of poverty, advancement of education, advancement of religion, and other purposes beneficial to the community. Each of these categories has specific meanings developed through hundreds of years of legal decisions. Relief of poverty means providing necessities to people who can’t afford them. Advancement of education means teaching or training with educational content, not just any activity involving learning. Advancement of religion means promoting religious worship or instruction in religious doctrine. Other purposes beneficial to the community is the catch-all category that includes things like amateur sports, environmental protection, animal welfare, and cultural activities, but only if they provide a clear public benefit.

The application process starts with the Application to Register a Charity, which is the CRA’s detailed form for applying for charitable status. You complete this application, providing information about your purposes, activities, directors, finances, and governance. The CRA wants to see that your purposes are exclusively charitable, your activities will achieve those purposes, you have proper governance in place to protect charitable assets, and you’re likely to be able to operate sustainably.

Timeline for the application is typically six to twelve months, though it can be longer if the CRA has questions or concerns. Some applications get approved faster, especially if they’re straightforward and all the documentation is complete. Complex applications, or applications where the CRA has doubts about whether the purposes are truly charitable, can take eighteen months or even longer. During this time, the CRA may ask follow-up questions, request additional documentation, or ask you to clarify aspects of your application.

Common rejection reasons include purposes that aren’t exclusively charitable, activities that don’t align with the stated purposes, inadequate governance structures, unrealistic budgets or financial projections, and conflicts of interest among directors. The CRA rejects about 60% to 65% of charity applications, so getting it right the first time is important. Many societies hire charity lawyers to prepare their applications because of the high rejection rate.

CRA compliance requirements once registered are substantial. You must file an annual T3010 information return within six months of your fiscal year-end. You must issue donation receipts in the exact format specified by the CRA, including all required information. You must maintain proper books and records showing all receipts, expenditures, assets, and charitable activities. You must ensure at least 90% of your directors deal at arm’s length with each other, meaning they can’t all be family members or business partners. You must devote your resources exclusively to charitable activities, which means you can’t operate a business unless the business is integral to your charitable purposes.

Benefits of charitable status are significant. You can issue official donation receipts that donors can claim on their income taxes, which dramatically increases your fundraising potential. Most donors prefer to support registered charities because of this tax benefit. Your charity is tax-exempt on most types of income, which means you don’t pay income tax on donations, grants, or investment income. You become eligible for grants and funding that are only available to registered charities. Many foundations, corporations, and government programs only fund registered charities, so this opens doors that are closed to regular nonprofits.

When charitable status makes sense depends on your organization’s goals and capacity. If you’re planning to fundraise significantly from the public, charitable status is almost essential because donors want tax receipts. If you’re applying for grants from major funders who only support charities, you’ll need charitable status. If you’ll be generating investment income or business income, tax exemption can save substantial money. But if you’re a small member-funded club that doesn’t need outside donations, the compliance burden of charitable status might not be worth it.

The Canada Revenue Agency (CRA) has all the details: CRA Charities and Giving. You’ll need to show that your society’s purpose is charitable. Also, review resources from Canadian charity law experts, such as those found at charitylawgroup.ca.

Key Considerations for Long-Term Success

• Record-keeping: Keep accurate records of everything – meetings, finances, etc.
• Regular reviews: Your bylaws and purpose might need updates over time.
• Legal advice: Don’t hesitate to seek legal advice if you’re unsure about anything.
• Insurance: Consider liability insurance to protect your directors and society.
• Volunteer management: If you use volunteers, have clear policies for recruitment and training.
• Communication: Keep your members and stakeholders informed.

Additional Compliance Considerations:

Privacy legislation compliance is required even though many societies don’t realize it. British Columbia’s Personal Information Protection Act (PIPA) or, in some cases, federal privacy legislation (PIPEDA) applies to nonprofits that collect personal information. This means having privacy policies, obtaining consent before collecting information, securing personal information properly, and allowing people to access their information. Privacy breaches can result in significant penalties, so understanding your obligations under privacy law is important.

Employment standards compliance kicks in if you hire staff. If your society grows to the point of hiring employees or contractors, you need to understand employment standards legislation. This includes things like minimum wage, vacation entitlements, termination notice, and employment contracts. Many societies start with contractors to keep things simple, but make sure you understand the difference between employees and contractors. Misclassifying an employee as a contractor can result in penalties and back taxes.

HST and GST registration might be required depending on your revenue. Most charities are exempt from charging GST/HST on their services, but if you’re selling goods or running businesses as part of your activities, you might need to register for GST/HST. The threshold for mandatory registration is $50,000 in taxable supplies per year, but voluntary registration might make sense sooner if you’re paying GST/HST on purchases and want to claim input tax credits.

Fundraising regulations in BC aren’t particularly onerous compared to some provinces, but you still need to follow the rules. If you’re soliciting donations from the public, you need to be truthful in your fundraising materials and use donations for the purposes described. If you’re running raffles or lotteries, you’ll need a gaming licence. The Gaming Policy and Enforcement Branch regulates gaming in BC, and running an unlicensed raffle can result in fines.

Gaming licences are required if you’re running raffles, bingos, or other games of chance. Many societies run raffles as fundraisers without realizing they need a licence. The Gaming Policy and Enforcement Branch issues licences for different types of gaming activities. Application processes and fees vary depending on what type of gaming you’re doing. Getting a licence isn’t difficult, but you need to plan ahead because applications take time to process.

Accessible BC Act compliance is relatively new but important. The Accessible British Columbia Act requires organizations to take steps to identify, remove, and prevent barriers to accessibility. This includes barriers related to physical access, communication, receipt of information, and employment. Accessibility requirements will increase over time, so staying informed about your obligations helps ensure your programs and services are inclusive.

Anti-spam legislation compliance applies if you send commercial electronic messages, which includes fundraising appeals by email. Canada’s Anti-Spam Legislation (CASL) requires obtaining consent before sending commercial electronic messages, including an unsubscribe mechanism, and properly identifying your organization in all messages. Violations of CASL carry significant penalties, so if you’re doing email fundraising or marketing, make sure you understand and comply with these rules.

Setting up a non-profit takes time and effort, but it’s a rewarding experience. Just follow these steps, and you’ll be well on your way.

Common Mistakes to Avoid When Starting Your BC Society

Learning from others’ mistakes is cheaper than learning from your own. Here are the most common problems new BC societies run into and how you can avoid them.

Confusing incorporation with charitable status is probably the most frequent mistake. People think that incorporating automatically means they can issue tax receipts. It doesn’t. Incorporation and charitable status are completely separate processes. Incorporation creates your legal entity under the BC Societies Act. Charitable status comes from the Canada Revenue Agency and requires a separate application. Many societies incorporate and never become charities because charitable status isn’t necessary for their work. Understanding this distinction from the beginning prevents frustration and helps you plan appropriately.

Not maintaining proper records causes problems years later when you need information and can’t find it. Minutes that were never written, financial records that weren’t kept, member lists that weren’t updated—these oversights seem minor at the time but create major headaches. Board members change, memories fade, and suddenly no one remembers what was decided or why. Keep proper records from day one, even if your society is small and informal. Future you will be grateful.

Missing annual filing deadlines with BC Registry Services or the CRA results in penalties and potentially losing your good standing. Set calendar reminders, assign responsibility to specific people, and check on these deadlines regularly. An annual report that costs $40 and takes 15 minutes to file online seems trivial until you forget it and your society gets struck off the registry. Then you have to pay reinstatement fees and file all the missed reports, which is far more work than just filing on time.

Inadequate financial controls lead to fraud, errors, or disputes. Not requiring dual signing authority on large cheques, giving too many people access to the bank account, not reconciling bank statements monthly, or not reviewing financial reports regularly—these lapses create opportunities for problems. Even if no one intends to steal, poor financial controls lead to mistakes that are hard to catch and fix. Implement basic controls from the beginning, even if your budget is small.

Poor conflict of interest management damages trust and can lead to legal problems. Directors who vote on matters where they have personal interests, societies that contract with companies owned by directors without proper disclosure, or directors who take opportunities for themselves that should belong to the society—these conflicts poison governance and can result in personal liability for directors. Have a clear conflict of interest policy, require directors to disclose conflicts, and make sure conflicted directors don’t vote on matters where they’re conflicted.

Not updating bylaws when circumstances change creates confusion and governance problems. Your bylaws are from your early days when you had different needs. As your society grows, you might need different governance structures, different meeting procedures, or different financial authorities. Bylaws that don’t match your current reality lead to disputes and make decision-making harder. Review your bylaws every few years and update them as needed through proper member approval processes.

Operating outside your stated purposes risks losing charitable status if you’re registered, or can cause problems with funders who gave you money for specific purposes. Your purposes statement defines what you can do. Activities that don’t fit within your purposes are ultra vires, meaning beyond your powers. If you want to expand into new areas, amend your purposes first rather than just doing it and hoping no one notices.

Failing to maintain minimum board requirements can result in your society being unable to function. If your bylaws require three directors and you drop to two because someone resigned and you didn’t replace them, you might not have quorum for meetings. Board vacancies should be filled promptly. If you’re having trouble recruiting directors, that’s a red flag that you need to address by making board service more appealing, expanding your recruitment efforts, or reconsidering whether your society is sustainable.

These mistakes are all preventable with proper planning, good governance practices, and attention to detail. Take the time to do things right from the beginning, and you’ll avoid most of the problems that plague struggling nonprofits.

Do you need help setting up your Society in British Columbia?

Schedule a free 15 minute free consultation with our team, or contact us at:

• Email us at info@northfield.biz
• Call (416) 317-6806
• Visit https://www.northfield.biz/
• Schedule a FREE consultation

Frequently Asked Questions

We’ve answered the most common questions about incorporating non-profit societies in BC. These responses cover the essential information you need to get started.

How to start a nonprofit organization in British Columbia?

We gather at least three directors, choose a unique name, and create bylaws for our society. We file incorporation documents online with BC Registry Services, pay the $30 fee, and receive our certificate of incorporation. After that, we open a bank account and apply for charitable status if needed.

How much does it cost to register a society in BC?

We pay $30 to incorporate a society through BC Registry Services. This is the basic registration fee. We might have additional costs for name reservation or legal help with bylaws, but the core incorporation fee is just $30.

What is the difference between a society and a non-profit in BC?

We use “society” as the legal term in BC for non-profit organizations. A society is incorporated under the BC Societies Act and operates for charitable or community purposes. All societies are non-profit, but some non-profits use different legal structures like federal incorporation.

What are the steps to legally start a non-profit society in British Columbia?

We follow these steps: gather founding directors, reserve our society name, create bylaws, file incorporation documents online, pay the registration fee, and receive our certificate. Then we open a bank account and handle additional requirements like charitable status applications.

What are the rules and regulations governing non-profit organizations in Canada, specifically in British Columbia?

We follow the BC Societies Act for incorporation and ongoing operations. This covers director responsibilities, meeting requirements, and annual reporting. For charitable status, we also follow Canada Revenue Agency rules. The Societies Act was updated in May 2023 with new requirements.

Can non-residents of Canada be directors of a BC society?

Yes, BC societies do not require directors to be Canadian citizens or residents. Your directors can live anywhere in the world, and their addresses may be outside Canada. However, if you later register as a charity with the Canada Revenue Agency, the CRA requires that the charity’s management and control be in Canada, which usually means a majority of directors should be Canadian residents.

How do I dissolve a non-profit society in BC?

Dissolving a BC society requires a special resolution passed by members at a general meeting. You must pay all debts, distribute remaining assets to another qualified organization with similar purposes (not to members or directors), and file dissolution paperwork with BC Registry Services. If you’re a registered charity, you must also notify the Canada Revenue Agency and follow their requirements for distributing charitable assets.

Working with Our Firm

In this evolving economic landscape, collaboration with our firm offers clients a strategic advantage. With Cambodia’s reform-driven investment environment and Canada’s expanding footprint in Southeast Asia, our team of experienced consultants and legal advisors provides tailored guidance to help businesses navigate cross-border opportunities. We focus in developing comprehensive legal strategies, structuring international partnerships, and ensuring compliance in emerging markets.

By leveraging our regional insight and international expertise, you benefit from a trusted partner dedicated to helping you capitalize on growth potential in Cambodia and beyond.

At Northfield & Associates are focus in Foreign Direct Investment (FDI), international trade missions, and cross-border legal strategy. Our team of experienced consultants and legal advisors offers tailored guidance and strategic insight to help you navigate the complexities of international partnerships and development opportunities.

Whether you choose to meet in person at one of our offices or connect virtually, we provide flexible and accessible consultation options. During your session, we’ll assess your goals, review key documentation, and guide you through every stage of your FDI or trade mission engagement.

Let us help you take the next step with confidence supported by trusted legal and strategic counsel every step of the way.

Take the First Step Today

If you believe you may be eligible for legal relief or simply need sound legal advice, we’re here to help. Contact us today to book your consultation. Let us provide the clarity, strategy, and peace of mind you need to move forward.

We serve our clients in English, Cambodian, Vietnamese, Mandarin and Cantonese, especially in Asian clients.

• If you or anybody that you know, think that you meet the requirements and wish to receive further information.
• We can help you start the application process and confirm eligibility requirements to participate.
• We Offer Consultations & Meetings by Phone & Virtually. Affordable Fees.

About Northfield

Northfield & Associates International Corporation is a global consulting firm serving private enterprises, public institutions, not-for-profit organizations, and institutional capital providers. Operating across Cambodia, Canada, and global markets, the firm supports capital deployment, regulatory navigation, and enterprise decision-making in complex economic and geopolitical environments. Northfield & Associates delivers customized, execution-focused advisory solutions that drive measurable transformation, strengthen competitiveness, and enhance long-term highest value opportunities. The firm incorporates consulting, legal, regulatory, financial, and risk expertise to enable disciplined capital allocation, strong governance, and operational resilience. Northfield & Associates upholds a culture of applied insight and innovation, supporting clients across digital transformation, growth strategy, and organizational capability building. The firm advises individual, leading global corporations, midsize enterprises, government agencies, and mission-driven organizations through long-term partnerships. Enterprise-wide risk management, professional ethics, and fiduciary standards are embedded across all operations. Northfield & Associates’ diverse, globally unified teams are committed to execution certainty and sustainable, risk-adjusted returns aligned with ESG and stakeholder objectives.

Forward-Looking Information

This news release contains forward-looking information. All statements, other than statements of historic fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future constitute forward-looking information.

This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company.

Forward-looking information is subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: the failure to finalize negotiations concerning the increase of the Loan or to close such transaction and the failure of the Company to complete the acquisition of the Company Facility; operating performance of facilities; environmental and safety risks; delays in obtaining or failure to obtain necessary permits and approvals from government authorities; unavailability of plant, equipment or labour; inability to retain key management and personnel; changes to regulations or policies affecting the Company’s activities; and the other risks disclosed under the heading “Risk Factors” and elsewhere in the Company’s amended annual information.

Forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.

Questions?

info@northfied.biz

Within Corporate Newsroom  

Media Contact:

media@northfied.biz

Press contact 

PR consultants
press@northfied.biz

NOT LEGAL ADVICE. Information made available on this website in any form is for information purposes only. It is not, and should not be taken as, legal advice. You should not rely on, or take or fail to take any action based upon this information. Never disregard professional legal advice or delay in seeking legal advice because of something you have read on this website. Northfield & Associates professionals will be pleased to discuss resolutions to specific legal concerns you may have.

What is Director and Officer Liability for Charities in Canada?

In Canada, individuals who serve as directors and officers for charities play a vital role in ensuring the organization runs smoothly and adheres to legal and ethical guidelines. However, many people don’t realize that these roles come with potential personal liabilities. Understanding director and officer liability is crucial for anyone involved in running a charity, as failure to comply with regulations can lead to personal legal consequences.

Who Are the Directors and Officers?

Directors are the individuals who sit on the board of a charity. They are responsible for making high-level decisions, setting policies, and overseeing the organization’s activities. Officers, on the other hand, are typically appointed by the board to handle the charity’s day-to-day operations, such as a CEO, CFO, or Executive Director.

In many cases, directors and officers are volunteers who serve out of passion for the cause. However, the responsibilities they carry can put them at risk for personal liability if the organization fails to comply with the law.

The Legal Obligations of Directors and Officers

Directors and officers must fulfill several legal duties under Canadian law:

1. Duty of Care: Directors and officers must act prudently and diligently. This means they must make informed decisions and consider the best interests of the charity at all times. For example, a director should attend board meetings regularly and actively participate in decision-making.
2. Duty of Loyalty: They must avoid conflicts of interest and always put the charity’s interests first. For instance, if a director has a business that could benefit from a charity’s decision, they must disclose this conflict and avoid participating in related decisions.
3. Duty of Obedience: Directors and officers must ensure the charity complies with all applicable laws and regulations, including maintaining its charitable status. This involves following the rules set by federal and provincial governments as well as adhering to the charity’s bylaws.

What Can Directors and Officers Be Liable For?

There are several areas where directors and officers can face personal liability if the charity does not meet its legal obligations:

1. Financial Mismanagement: Directors and officers may be held personally liable for unpaid taxes, including GST/HST, or for failing to remit employee payroll deductions. For example, if a charity does not send the appropriate tax payments to the Canada Revenue Agency (CRA), directors could be personally responsible for the debt.
2. Non-Compliance with Laws: Charities must adhere to a range of federal and provincial regulations, including those related to employment, privacy, and health and safety. If the charity violates these laws, directors and officers may face fines or other penalties.
3. Improper Use of Charitable Funds: Directors and officers must ensure that funds are used for the charity’s stated mission. If funds are misused, such as being spent on activities unrelated to the charity’s objectives, directors could be held accountable.
4. Negligence or Breach of Duty: Directors can be held liable for failing to meet their duties of care, loyalty, or obedience. For example, if a director fails to supervise the organization’s activities and this leads to harm (such as mismanagement of funds), they could face personal lawsuits.

How Can Directors and Officers Protect Themselves?

Understanding the potential liabilities is the first step in protecting oneself as a director or officer of a charity. Here are some practical ways to mitigate these risks:

1. Education and Training: Directors and officers should undergo training to fully understand their legal obligations. Many organizations, like Capacity Canada, provide workshops on governance, compliance, and risk management for charities.
2. Board Governance Best Practices: It is crucial to establish clear policies and procedures. This involves setting up systems for financial oversight, holding regular board meetings, and maintaining detailed records of decisions.
3. D&O Insurance: Directors and officers can safeguard themselves from personal liability by obtaining Directors and Officers (D&O) insurance. This insurance type helps cover legal costs and damages resulting from lawsuits or claims of misconduct.
4. Legal and Financial Expertise: It is advisable for charities to involve legal and financial professionals who can offer guidance on complying with federal and provincial laws. This includes regular audits and legal reviews to ensure the charity is fulfilling all its obligations.
5. Conflict of Interest Policies: Implementing a clear conflict of interest policy can help prevent situations where directors or officers could be liable for decisions that benefit themselves over the charity.

How Do Canadian Laws Affect Charity Directors and Officers?

In Canada, charity directors and officers are subject to both federal and provincial laws, depending on where the charity operates. For example, the Canada Not-for-Profit Corporations Act (CNCA) governs federally incorporated charities, while provinces like Ontario have their own laws, such as the Ontario Not-for-Profit Corporations Act (ONCA). These laws outline the specific responsibilities of directors and officers and the penalties for failing to meet them.

It’s important for charity leaders to be aware of which laws apply to their organization. For example, federally incorporated charities must file annual returns with the CRA, while provincially incorporated charities may have different filing requirements. Understanding these differences is key to avoiding penalties and staying compliant.

Serving as a director or officer for a charity in Canada is a rewarding experience, but it comes with significant responsibilities and potential liabilities. Directors and officers must fulfill their legal duties, ensure compliance with laws, and protect the charity’s resources. By staying informed, implementing best practices, and securing appropriate insurance, charity leaders can minimize their risk and continue to support their cause with confidence.

Working with Our Firm

In this evolving economic landscape, collaboration with our firm offers clients a strategic advantage. With Cambodia’s reform-driven investment environment and Canada’s expanding footprint in Southeast Asia, our team of experienced consultants and legal advisors provides tailored guidance to help businesses navigate cross-border opportunities. We focus in developing comprehensive legal strategies, structuring international partnerships, and ensuring compliance in emerging markets.

By leveraging our regional insight and international expertise, you benefit from a trusted partner dedicated to helping you capitalize on growth potential in Cambodia and beyond.

At Northfield & Associates are focus in Foreign Direct Investment (FDI), international trade missions, and cross-border legal strategy. Our team of experienced consultants and legal advisors offers tailored guidance and strategic insight to help you navigate the complexities of international partnerships and development opportunities.

Whether you choose to meet in person at one of our offices or connect virtually, we provide flexible and accessible consultation options. During your session, we’ll assess your goals, review key documentation, and guide you through every stage of your FDI or trade mission engagement.

Let us help you take the next step with confidence supported by trusted legal and strategic counsel every step of the way.

Take the First Step Today

If you believe you may be eligible for legal relief or simply need sound legal advice, we’re here to help. Contact us today to book your consultation. Let us provide the clarity, strategy, and peace of mind you need to move forward.

We serve our clients in English, Cambodian, Vietnamese, Mandarin and Cantonese, especially in Asian clients.

• If you or anybody that you know, think that you meet the requirements and wish to receive further information.
• We can help you start the application process and confirm eligibility requirements to participate.
• We Offer Consultations & Meetings by Phone & Virtually. Affordable Fees.

About Northfield

Northfield & Associates International Corporation is a global consulting firm serving private enterprises, public institutions, not-for-profit organizations, and institutional capital providers. Operating across Cambodia, Canada, and global markets, the firm supports capital deployment, regulatory navigation, and enterprise decision-making in complex economic and geopolitical environments. Northfield & Associates delivers customized, execution-focused advisory solutions that drive measurable transformation, strengthen competitiveness, and enhance long-term highest value opportunities. The firm incorporates consulting, legal, regulatory, financial, and risk expertise to enable disciplined capital allocation, strong governance, and operational resilience. Northfield & Associates upholds a culture of applied insight and innovation, supporting clients across digital transformation, growth strategy, and organizational capability building. The firm advises individual, leading global corporations, midsize enterprises, government agencies, and mission-driven organizations through long-term partnerships. Enterprise-wide risk management, professional ethics, and fiduciary standards are embedded across all operations. Northfield & Associates’ diverse, globally unified teams are committed to execution certainty and sustainable, risk-adjusted returns aligned with ESG and stakeholder objectives.

Forward-Looking Information

This news release contains forward-looking information. All statements, other than statements of historic fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future constitute forward-looking information.

This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company.

Forward-looking information is subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: the failure to finalize negotiations concerning the increase of the Loan or to close such transaction and the failure of the Company to complete the acquisition of the Company Facility; operating performance of facilities; environmental and safety risks; delays in obtaining or failure to obtain necessary permits and approvals from government authorities; unavailability of plant, equipment or labour; inability to retain key management and personnel; changes to regulations or policies affecting the Company’s activities; and the other risks disclosed under the heading “Risk Factors” and elsewhere in the Company’s amended annual information.

Forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.

Questions?

info@northfied.biz

Within Corporate Newsroom  

Media Contact:

media@northfied.biz

Press contact 

PR consultants
press@northfied.biz

NOT LEGAL ADVICE. Information made available on this website in any form is for information purposes only. It is not, and should not be taken as, legal advice. You should not rely on, or take or fail to take any action based upon this information. Never disregard professional legal advice or delay in seeking legal advice because of something you have read on this website. Northfield & Associates professionals will be pleased to discuss resolutions to specific legal concerns you may have.

What Roles Do Members Play in Canadian Charities, and How Do They Engage with Directors?

Understanding the term “members” in the context of charities is crucial for ensuring smooth operations and avoiding conflicts. Many people might think that a member is anyone involved with the charity, whether as a volunteer, donor, or advocate. However, in a legal sense, a “member” has a specific definition. Legally, a member is someone with voting rights as defined in the organization’s corporate documents, typically the bylaws.

Who are Members?

In many charitable organizations, members play a vital role. Unlike general participants or supporters, members have specific voting rights and responsibilities outlined in the charity’s bylaws. For example, they vote on key issues like electing the Board of Directors or approving major changes in the organization’s direction.

Charities with Members

In contrast to US nonprofits, all Canadian not-for-profits (and incorporated charities) must have members. The presence of members adds a layer of democracy to the organization’s operations.

The Role of the Board of Directors

In addition to the requirement for all Canadian not-for-profits to have members, all must also have a Board of Directors. These directors are responsible for the overall governance and strategic direction of the organization. To avoid confusion, we will refer to them simply as directors in this article.

Types of Conflicts Between Directors and Members

Conflicts between directors and members typically arise from two main issues:

1. Unclear Communication: Misunderstandings about the roles, responsibilities, and hierarchy within the organization.
2. Disagreements on Actions: Directors taking actions that members disapprove of, or vice versa.

Conflicts Due to Communication

Communication issues often arise from unclear corporate documents or poorly communicated policies. To prevent this, it’s essential for charities and not-for-profits to have well-defined documents, such as bylaws and articles of incorporation, which clearly outline:

• The hierarchy within the organization.
• The voting rights and responsibilities of members.
• The process for selecting members and directors.

If these details are missing or unclear, it is crucial to update your corporate documents. Clear communication of these policies to all involved parties is also essential. Providing new members with a welcome packet or email that outlines their benefits and responsibilities, and where to go with questions, can go a long way to help prevent conflicts.

Conflicts Over Actions

When conflicts arise from actions taken by either directors or members, it’s essential to refer to the organization’s conflict resolution procedures outlined in the bylaws. If there’s a suspicion of bylaw violations or legal issues, consulting a charity lawyer is recommended.

Benefits of Having Members

Having members can strengthen a charity by making it more democratic and accountable. Members can contribute valuable ideas and hold directors accountable, fostering a more dynamic and responsive organization.

While having members can enhance a charity’s operations by introducing democratic elements, it also requires careful management to avoid conflicts. Clear communication, well-defined corporate documents, and an understanding of legal requirements are key to maintaining a harmonious relationship between directors and members. By proactively addressing potential issues, charities can ensure that all parties work together effectively towards their common goals.

Working with Our Firm

In this evolving economic landscape, collaboration with our firm offers clients a strategic advantage. With Cambodia’s reform-driven investment environment and Canada’s expanding footprint in Southeast Asia, our team of experienced consultants and legal advisors provides tailored guidance to help businesses navigate cross-border opportunities. We focus in developing comprehensive legal strategies, structuring international partnerships, and ensuring compliance in emerging markets.

By leveraging our regional insight and international expertise, you benefit from a trusted partner dedicated to helping you capitalize on growth potential in Cambodia and beyond.

At Northfield & Associates are focus in Foreign Direct Investment (FDI), international trade missions, and cross-border legal strategy. Our team of experienced consultants and legal advisors offers tailored guidance and strategic insight to help you navigate the complexities of international partnerships and development opportunities.

Whether you choose to meet in person at one of our offices or connect virtually, we provide flexible and accessible consultation options. During your session, we’ll assess your goals, review key documentation, and guide you through every stage of your FDI or trade mission engagement.

Let us help you take the next step with confidence supported by trusted legal and strategic counsel every step of the way.

Take the First Step Today

If you believe you may be eligible for legal relief or simply need sound legal advice, we’re here to help. Contact us today to book your consultation. Let us provide the clarity, strategy, and peace of mind you need to move forward.

We serve our clients in English, Cambodian, Vietnamese, Mandarin and Cantonese, especially in Asian clients.

• If you or anybody that you know, think that you meet the requirements and wish to receive further information.
• We can help you start the application process and confirm eligibility requirements to participate.
• We Offer Consultations & Meetings by Phone & Virtually. Affordable Fees.

About Northfield

Northfield & Associates International Corporation is a global consulting firm serving private enterprises, public institutions, not-for-profit organizations, and institutional capital providers. Operating across Cambodia, Canada, and global markets, the firm supports capital deployment, regulatory navigation, and enterprise decision-making in complex economic and geopolitical environments. Northfield & Associates delivers customized, execution-focused advisory solutions that drive measurable transformation, strengthen competitiveness, and enhance long-term highest value opportunities. The firm incorporates consulting, legal, regulatory, financial, and risk expertise to enable disciplined capital allocation, strong governance, and operational resilience. Northfield & Associates upholds a culture of applied insight and innovation, supporting clients across digital transformation, growth strategy, and organizational capability building. The firm advises individual, leading global corporations, midsize enterprises, government agencies, and mission-driven organizations through long-term partnerships. Enterprise-wide risk management, professional ethics, and fiduciary standards are embedded across all operations. Northfield & Associates’ diverse, globally unified teams are committed to execution certainty and sustainable, risk-adjusted returns aligned with ESG and stakeholder objectives.

Forward-Looking Information

This news release contains forward-looking information. All statements, other than statements of historic fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future constitute forward-looking information.

This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company.

Forward-looking information is subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: the failure to finalize negotiations concerning the increase of the Loan or to close such transaction and the failure of the Company to complete the acquisition of the Company Facility; operating performance of facilities; environmental and safety risks; delays in obtaining or failure to obtain necessary permits and approvals from government authorities; unavailability of plant, equipment or labour; inability to retain key management and personnel; changes to regulations or policies affecting the Company’s activities; and the other risks disclosed under the heading “Risk Factors” and elsewhere in the Company’s amended annual information.

Forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.

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