otherwise dispose of its assets to a member of the society without receiving full and valuable
consideration...”
This gives societies incorporated under the BC Act scope to engage in “incidental” business activities.
The federal incorporation legislation (current and pending) does not provide explicit guidance on the
question of business activities, while the legislation in the other provinces is a patchwork and in a state of
revision. It is prudent to review the applicable incorporation legislation before starting business activities
in a society or corporation without share capital, in order to ensure legal capacity to engage in business
activities.
The Canada Revenue Agency’s Position
Whether an entity qualifies as a non-profit organization and enjoys tax exempt status is a decision for the
Canada Revenue Agency, which administers the federal Income Tax Act. It is possible for an entity to be
incorporated federally or provincially as a society or corporation without share capital, but to be deemed a
taxable entity based on the activities of that entity.
The key legislative provisions are summarized above. To provide interpretive guidance, the CRA
published IT 496R
9
in 2001. This policy document briefly addresses permissible business activities by
non-profit organizations, and includes this passage:
“It will be a question of fact to be determined with regard to the particular circumstances as to
whether an association is carrying on a trade or business and if so, whether it will result in a
finding that an association is not operated exclusively for non-profit purposes. Some
characteristics that might indicate that an activity is a trade or business are as follows:
(a) it is a trade or business in the ordinary meaning, that is, it is operated in a normal commercial
manner;
(b) its goods or services are not restricted to members and their guests;
(c) it is operated on a profit basis rather than a cost recovery basis; or
(d) it is operated in competition with taxable entities carrying on the same trade or business.
Generally, the carrying on of a trade or business directly attributable to, or connected with,
pursuing the non-profit goals and activities of an association will not cause it to be considered to
be operated for profit purposes.” (underline added)