Making It Official: Incorporation and Structure

The Microboard Guide: Part 4 of 5

When a family and their circle are ready, the next step is to formally incorporate the microboard as a non-profit corporation. This is what creates the legal entity that can enter into agreements, open a bank account, manage funding, and engage support workers. This step does not need to happen on any timeline. Some families take months, others take years. What matters is that the relationships are in place and the group is ready.

How to Incorporate

Microboards Ontario’s intensive program, Microboards Support Initiative (MSI) provides families with a solid foundation of a Microboard and guides them through the incorporation process step by step, including preparation of articles of incorporation and bylaws, with legal support. The program is currently free aside from a $220 fee that covers the incorporation fee and a Newly Upgraded Automated Name Search (NUANS), which is a required federal database search to confirm that the proposed corporate name is not already in use.

PooranLaw (pooranlaw.com) can also advise on how a microboard fits into a family’s broader legal and financial plan.

What Is Needed

A microboard requires a minimum of five directors, who may be family members or non-family members. The microboard also needs articles of incorporation, bylaws, and a corporate name confirmed through the NUANS search.

In Ontario, a microboard can be incorporated either provincially under the Ontario Not-for-Profit Corporations Act (ONCA) or federally under the Canada Not-for-profit Corporations Act. 

Banking

The microboard can open a bank account in the name of the corporation. The account requires authorized signatories.  A best practice would be for two or more directors who must co-sign for transactions above a certain amount.

Insurance

Directors’ and officers’ liability insurance provides protection against claims arising from governance decisions. Microboards Ontario has arranged competitive rates through Arthur J. Gallagher Canada Limited (Louise McConnell, 800.265.5956 ext. 3581).