U.S. Non-profits Expanding To Canada: Understanding Membership Structures

In recent years, many US-based not-for-profit organizations have expressed interest in moving their operations to Canada.

However, this ambition often comes with a challenge: the U.S. non-profit ("U.S. Corp") typically wants to maintain control over the Canadian counterpart ("Canada Corp").

This article outlines some high-level options for structuring Canada Corp to ensure U.S. Corp retains effective oversight, based on the federal Canada Not-for-profit Corporations Act ("CNCA"). Additionally, we will discuss how these structures can influence charitable registration and the implications for the organization's Canadian operations.

Why membership structure matters

A non-profit's membership composition is critical when structuring a Canadian non-profit.