A society is a legal entity created by incorporating pursuant to the Societies Act of British Columbia (the “Act”). Please note that the Act came into force in British Columbia on November 28, 2016 replacing the previous Society Act. For a list of some of the notable changes under the Act, please visit our blog article “Transition to the New Societies Act” which can be found here: https://touchstonelawgroup.com/transition-new-societies-act/

The first step in the incorporation process is to reserve a name for the society. The society’s name must have three parts: a distinctive element (Ex. ABC), a descriptive element (Ex. Gardening) and a corporate designation (Ex. Association, ASSN, Club, Church, Fellowship, Foundation or Society).

The incorporation application must set out the name of the society as well as certain information regarding the incorporator(s). In addition, the application must contain the society’s

1. constitution;
2. bylaws; and
3. statement of directors and registered office.

The society’s constitution must set out the society’s name and purpose. Permitted purposes include agricultural, artistic, benevolent, charitable, educational, environmental, patriotic, philanthropic, political, professional, recreational, religious, scientific, social, or sporting purposes. If the society is a “member-funded society”, this must be expressly stated in the society’s constitution.

The society’s bylaws set out the details of the internal affairs of the society including membership, directorship, meetings, etc. The standard “Model Bylaws” can be found here: http://www.bclaws.ca/civix/document/id/complete/statreg/216_2015/search/search?84#Schedule1. Please note that due to the unique nature of each society it is often prudent to file customized bylaws at the time of incorporation.

Each society must have at least three directors and at least one of the directors must be a resident of British Columbia. In order to be a director of a society, an individual must meet the qualification requirements set out in the Act. Generally, a director must be an individual (not a corporation), 18+ years old, be capable of managing his or her own affairs, not be an undischarged bankrupt, and not have been convicted of an offence related to fraud. The society’s bylaws may impose additional qualifications on directors.

It is prudent to seek the advice of a lawyer prior to taking steps to incorporate a society to ensure that the provisions of the Act are strictly adhered to during the incorporation process and with respect to ongoing requirements. In addition, it is prudent to seek the advice of an accountant to discuss this form of corporate structure, charitable organization status and taxes.

If you have any questions regarding societies, corporations or other business structures, please feel free to reach out to one of our lawyers practicing in the area of business law.

Author: Danielle (Dani) Brito

This information is general in nature only. You should consult a lawyer before acting on any of this information. This information should not be considered as legal advice. To learn more about your legal needs, please contact our office at (250)448-2637 or any of our lawyers practicing in the area of business law at the following: