Since being passed by the provincial legislature in 2010, the much anticipated Ontario Not-for-Profit Corporations Act (“ONCA”) was proclaimed on October 19, 2021. ONCA now generally applies to all not-for-profits and charities that are incorporated in Ontario.
Existing not-for-profits and charities will have three years to transition to ONCA, until October 18, 2024. This means that over the next three years, organizations should conform their governing documents to align with ONCA, such as their letters patent (now called “articles of incorporation”) and by-laws, as well as file “Articles of Continuance” to transition under the new legislation.
In addition to the enactment of ONCA, the new Ontario Business Registry is now active. Over 90 transactions that were previously done by mail can now be completed online, including registration, incorporation and the updating of corporate information.
Transitioning to ONCA
Over the last few years, PooranLaw has assisted many organizations in updating their governing documents in preparation for ONCA. We would strongly recommend that existing not-for-profits and charities commence reviewing their governing documents now, prior to transitioning to the new legislation. We would be happy to assist with this transition, and would suggest that organizations take the following steps with advice from their legal counsel:
Step 1 – Register for the Ontario Business Registry
Not-for-profits and charities should access their profile on the Ontario Business Registry as soon as possible. To do so, organizations are first required to create a company key. Once the company key has been created, organizations can login into their Ontario Business Registry profile and will also be required to create a One-key ID and ServiceOntario account at the same time. For further information, visit the Ontario Business Registry here.
Step 2 – Review and Update Governing Documents
Not-for-profits and charities should review their letters patent, any supplementary letters patent and by-laws to determine whether any changes are required to the purposes of the organization, or amendments to the by-laws. These changes should be completed prior to filing Articles of Continuance. For charities, note that purposes should be carefully revised to ensure that they align with Canada Revenue Agency requirements.
Step 3 – Continue under ONCA
Once organizations have updated their governing documents, they should file Articles of Continuance to transition under ONCA, either online through the Ontario Business Registry or by mail. To file the Articles of Continuance, organizations will require the following:
- Ontario Corporation Number;
- Contact information;
- NUANS name search;
- Registered office address;
- Number of directors, their names and addresses for service;
- Certified copy of the incorporating document, together with all amendments to the document; and
- Certified copy of special resolution authorizing the directors to apply for a Certificate of Continuance and the authorization date.
Upon completion of the Articles of Continuance, organizations will receive a Certificate of Continuance endorsing the new articles.
FOR MORE ON THE TRANSITION TO ONCA, JOIN US FOR OUR ONCA WEBINAR ON WEDNESDAY, NOVEMBER 3RD FROM 12-1PM! REGISTER HERE.
Note that with the incoming of ONCA, Ontario not-for-profits and charities will also have the ability to continue holding virtual meetings, such as Annual General Meetings, until September 30, 2022.
We will keep you updated as we learn more about the transition to ONCA. In the interim, if you require legal assistance, we encourage you to reach out to your regular PooranLaw lawyer, or any member of our team. Continue to check our Insights page for further developments related to ONCA.