ONCA Compliance & Document Review

September 19th, 2023 by Iler Campbell LLP

The Not-for-Profit Corporations Act, 2010 S.C.2020,c.15  (ONCA) took effect on October 19, 2021. All provincially incorporated non‑share corporations, not including co-operatives or insurance companies under the Corporations Act (Ontario), have until October 18, 2024, to ensure their governing documents, including their letters patent  and bylaws, comply with ONCA. The requirement applies equally to non‑share corporations created by special acts of the Ontario legislature.

If provisions of your non‑profit’s governing documents (letters patent, by‑laws, special resolutions) that do not conform to ONCA are not amended by October 19, 2024 to bring them into conformity with ONCA, then, with certain exceptions, they will automatically be deemed changed in order to comply with ONCA. While legally acceptable, practically this scenario could lead to confusion, and, minimally, you would need to consult ONCA to determine certain questions about what your organization is permitted to do.

Although not mandatory, it is helpful to have a lawyer experienced with non‑profit law review your charter documents, including bylaws. Our lawyers have extensive knowledge of the non‑profit sector and can assist with your transition into ONCA.

Having one of our lawyers review your charter documents (letters patent, bylaws and special resolutions) will ensure your organization’s compliance with ONCA and that these documents are tailored to your organization’s specific governance requirements.

Finally, companies with a purpose of a social nature (e.g., golf clubs) that are subject to the Corporations Act (Ontario) have a further two years ‑‑ until October 19, 2026 ‑‑ to be continued as either non‑share corporations under ONCA or as co‑operative corporations under the Co‑operative Corporations Act (Ontario) or as business corporations under the Business Corporations Act (Ontario), failing which they are dissolved as of October 20, 2026.



Filed in: Charities, Housing, Not for Profit Law

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