Creating a board of trade

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Registration

When someone wants to "create" a corporation, the process is called incorporation. In the case of a board of trade under the Board of Trade Act (BOTA), there is a two-step process:

Creation:
the first members sign the appropriate documents to create the board of trade, and
Registration:
on reception of the signed documents, Corporations Canada registers the board.

Board of trade

A board of trade is a voluntary association of people interested in fostering trade and industry, stimulating civic development, and generally promoting the welfare of the community and its surrounding areas. The people are often from different types of businesses that operate in a local area or region, such as a town, city or region. They can be public officials, business professionals and public-spirited citizens. Boards of trade are considered not-for-profit organizations.

The main objectives of a board of trade are to:

  • promote the general business interests of the members
  • foster the growth of commerce and industry in a particular area or region.

In English, the terms "board of trade" and "chamber of commerce" mean the same thing and either can be used for an organization created under the BOTA.

Boards of trade can be created under BOTA or not-for-profit corporate legislation, such as the Canada Not-for-profit Corporations Act (NFP Act). Under any of these laws, the board of trade would be considered a body corporate, which provides the right to own and hold property in the name of the board of trade without creating personal liability for the members. Being a body corporate under the various laws presents both advantages and disadvantages. For example, BOTA ties the board of trade to a district, which is not the case with the NFP Act. Professional advice could help you ensure that the specific needs of your board of trade are met.

Differences between Parts I and II of the BOTA

Boards of trade can register under Part I or Part II of BOTA. Most of the powers, authorities and requirements for the board under both parts are the same. The differences between the parts include:

Persons who may register a board of trade
Part I Part II
A minimum of 30 people who are merchants, mechanics, manufacturers, managers of banks or insurance agents, and carrying on business in, or being a resident in, a district. A minimum of 30 people who are directly or indirectly engaged or interested in trade, commerce or the economic and social welfare of any district, whether residents of the district or not.
Purpose of organization
Part I Part II
No restrictions. Promoting and improving trade and commerce and the economic, civic and social welfare of the district.
Filing of by-laws
Part I Part II
Not required to file a copy of by-laws with Corporations Canada. Must file a copy of by-laws with Corporations Canada who is required to approve them and any changes before they come into force.

Requesting the creation of a board of trade

An application to register a board of trade must include:

  1. a completed and signed Certificate of Formation and Memorandum of Agreement (see Instructions – Certificate of Formation and Memorandum of Agreement) including a typed list of the names and signatures of at least 30 charter members of the board of trade
  2. a map clearly indicating the boundaries of the district that the board of trade proposes to serve (see Description of the district and the map)
  3. a copy, if registration is under Part II of BOTA, of the by-laws or regulations of the board of trade.

A Nuans name search report is not required for a BOTA application.

There is no filing fee to register a BOTA.

For more information on filing a BOTA application, see How do I file my application under the Boards of Trade Act?.

The documents can be in English or French, or in a bilingual format. This means they can be in a format that:

  • uses either French or English
  • employs both English and French, or
  • is fully bilingual, meaning that it uses both official languages equally.

A checklist for registration of a board of trade is available to assist you in preparing your application for registration.

Overlapping districts

If the district, as described or as outlined on the map, overlaps with the district of another board of trade, there is a special process to be followed for the registration of the new board of trade. This process may include the need for consents to allow the overlapping districts. Information on that process is available in Overlapping districts.

By-laws

Do not include by-laws in an application for registration under Part I.

If the application for registration is for Part II, the application must include a copy of the by-laws. Those by-laws must include the following:

  • conditions of membership including:
    • whether societies or companies can become members
    • rules for the admission, expulsion, retirement or withdrawal of members
    • rules for the imposition of penalties
  • mode of holding meetings including voting rights of members
  • rules for council meetings, including
    • rules for fixing the date of and place of regular meetings of the council
    • powers to be exercised by the council
  • rules for the management of its council, officers and affairs
  • rules for the appointment and removal of the directors, trustees, committees or officers, and their respective powers and remuneration
  • provision for audit of accounts and appointment of auditors
  • provision for custody of the seal of, and certifying of documents issued by, the board of trade.

Checklist for the registration of a board of trade

  • A choice has been made regarding the relevant Part (indicate whether the board of trade will be registered under Part I or Part II)
  • The name of the board of trade must represent the description of the district
  • The headquarters address is included
  • The mailing address, if it is different from headquarters address, is included in a cover letter
  • The district description is clear and matches the district indicated on the map
  • A current map is included with the district indicated
  • The name of the Secretary of the board of trade is included
  • A typed list of 30 or more members with each person having signed is included
  • The Secretary of the board of trade has signed the document
  • The document is sworn before a commissioner of oaths or notary public
  • The by-laws are included if registering under Part II
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