NWT Societies Act Incorporation Guide (2026) | BizFile

NWT Societies Act incorporation is how community organizations in the Northwest Territories become legal entities. The territory's Societies Act, RSNWT 1988, c. S-11 lets five or more people incorporate a society for non-commercial purposes, and filings are handled by Corporate Registries, part of the Legal Registries Division of the Department of Justice, Government of the Northwest Territories, in Yellowknife.

This guide is for the founders of NWT community groups — recreation clubs, cultural and Indigenous organizations, friendship centres, church groups, housing and social-service organizations, and groups planning to seek charitable registration. It sets out who can incorporate, what goes into the constitution and by-laws, the government fees, and the annual filings that keep a society on the register.

Key facts at a glance

What counts as a not-for-profit in the Northwest Territories

Under the Societies Act, a society is an incorporated group of five or more people pursuing shared, non-commercial purposes — sport, recreation, culture, religion, education, social services and similar community aims. The Act is explicit that a society is not a vehicle for business: territorial guidance states that a society's objects must not suggest that it is carrying on a business. Members hold no shares, and the society's money and property must be applied to its objects rather than distributed to the people who run it. That non-distribution constraint is the core legal difference between a society and a for-profit corporation incorporated under the NWT's business corporations legislation.

Incorporation as a society is also different from being a registered charity. Charitable status comes only from the Canada Revenue Agency under the federal Income Tax Act, and it is what allows an organization to issue donation tax receipts. The GNWT's non-profit societies guidance notes that incorporation may open the door to CRA charitable registration — but it is a separate application made after the society exists.

Why incorporate your not-for-profit

An unincorporated committee has no legal existence of its own: contracts, debts and lawsuits attach to the individual volunteers. Incorporation under the Societies Act creates a separate legal entity that can own property and enter into contracts in its own name, and it limits the liability of the individuals involved. The society also enjoys perpetual existence — it carries on as members and boards change, which matters for organizations that hold leases, equipment or land over many years.

The Department of Justice's own guidance lists further practical benefits: an incorporated society may register as a charity with the Canada Revenue Agency, and it may qualify for government grants or lottery licences that are closed to unincorporated groups. Funders, the territorial government and banks routinely ask for a certificate of incorporation and evidence that the society's filings are up to date before releasing money or opening accounts.

Step-by-step: how to incorporate

1. Gather at least five incorporators. Section 2 of the Societies Act requires five or more persons to apply to incorporate a society. Recruit your founding group early — they will sign the application.
2. Choose a name and draft the constitution. The application sets out the society's intended name, its objects (purposes) and the locality of its operations in the NWT. Pick a name distinct from existing societies and make sure the objects describe community purposes, not a business. The Registrar reviews the application and will return unacceptable filings.
3. Prepare by-laws. Section 5 of the Act requires by-laws covering a prescribed list of matters: admission and rights of members; conditions of withdrawal and expulsion; meeting procedures and quorum; the appointment and removal of directors and officers; borrowing powers; audit of accounts; custody of minutes and records; member access to records; and the fiscal year end, which must fall at least 30 days before the annual general meeting. Corporate Registries provides a by-law template you can adapt, but your by-laws must not contradict the Act or your objects.
4. Complete the forms. Fill out the Application for Incorporation (which incorporates your constitution and attaches your by-laws) and the Notice of Address of Society, giving your address for service in the territory.
5. Sign before a witness and file with the $50 fee. Documents must be signed by the applicants before a witness and submitted as originals to Corporate Registries (1st Floor, Stuart M. Hodgson Building, 5009 49th Street, Yellowknife, NT X1A 2L9; phone 1-867-767-9304 or toll-free 1-877-743-3302). The incorporation fee under the Societies Regulations is $50.
6. Receive your certificate of incorporation. Once the Registrar of Societies accepts the application, your society is incorporated. Keep the certificate, constitution and by-laws together as the foundation of your minute book — funders will ask for them.

Official forms and links

After incorporation: ongoing compliance

The Societies Act builds compliance around the annual general meeting. Your fiscal year end must fall at least 30 days before the AGM, financial statements for the year must be presented to members at the meeting, and then — under section 18 — the society must file its annual financial statement (balance sheet plus receipts and disbursements) and a list of directors with their addresses and occupations with the Registrar within 14 days after the AGM, whether or not anything has changed. Under the current fee schedule these annual filings carry no government fee; changes to the society's name, objects or by-laws cost $20 each, and a certificate of status is $20.

Falling behind has real consequences. Section 27 of the Act allows the Registrar to dissolve a society that is inactive, has no address for service, has no directors, has not filed required documents within two years, or has not paid its fees — and the GNWT's handbook warns that a charitable society that is not current with its filings can lose its charitable status. Keep your address for service current with the Notice of Address form, record membership and board decisions in your minute book, and diarize the AGM and 14-day filing window every year.

Frequently asked questions

How many people do you need to start a society in the NWT?

Five. Section 2 of the Northwest Territories Societies Act provides that five or more persons may incorporate a society. All incorporators sign the Application for Incorporation before a witness. The Act does not fix a minimum number of directors — your by-laws govern the board — but the Registrar can dissolve a society that has no directors.

How much does it cost to incorporate a society in the Northwest Territories?

The government fee is $50, set by the Societies Regulations fee schedule. Later filings are inexpensive: changes to the society's name, objects or by-laws cost $20 per meeting's worth of amendments, annual financial statements and director lists are filed free of charge, and a certificate of status costs $20.

What documents do I need to incorporate an NWT society?

Three things: an Application for Incorporation stating the society's name, objects and locality of operations; by-laws covering the matters listed in section 5 of the Societies Act (membership, meetings, directors, borrowing, audits, records and fiscal year end); and a Notice of Address of Society. All must be original documents signed before a witness, filed with the $50 fee.

Does an NWT society have to file an annual return?

Yes. Within 14 days after each annual general meeting, the society must file its financial statement and a current list of directors — with addresses and occupations — with the Registrar of Societies, even if nothing changed. There is no filing fee, but two years of missed filings can lead the Registrar to dissolve the society.

Can an NWT society apply for grants or become a charity?

Yes — that is one of the main reasons groups incorporate. GNWT guidance notes an incorporated society may register as a charity with the Canada Revenue Agency and may qualify for government grants or lottery licences. Both depend on the society staying current with its annual filings and keeping its purposes genuinely non-commercial.

Can a not-for-profit society make a profit in the NWT?

A society can run surpluses from fundraising, memberships or program fees, but its objects must not amount to carrying on a business, and no profit can be distributed to members or directors. All money and property must be applied to the society's stated objects — the non-distribution rule at the heart of the Societies Act.

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Related guides

• Not-for-Profit Incorporation in Canada: The Complete Guide
• Northwest Territories grants for not-for-profits
• Federal not-for-profit incorporation (Canada Not-for-profit Corporations Act)