Big Changes for Not for Profit Corporations

Much like the changes to the Ontario Business Registry that took place on October 19, 2021, the Ontario Not-For-Profit Corporations Act, 2010 (“ONCA”) was proclaimed that same day. 

What does this mean?  If you are a not-for-profit or charity incorporated in Ontario under the Ontario Corporations Act (“OCA”), the ONCA now applies to your corporation.  

Some key differences between the OCA and the ONCA are as follows:

  • Letters Patent are now Articles of Incorporation and can be filed on-line
  • Membership structures must be outlined in the Articles, and provides for more enhanced member rights
  • Allows a range in board size
  • Proxies and electronic voting is now permitted

The ONCA automatically applied to non-share capital corporations.  For those corporations that have share capital, they are required to transition by October 19, 2024. 

To transition, Amendments to Letter Patents and Supplementary Letters Patent are done by filing Articles of Amendment, which can now be done on-line.  This will set out the range of directors, allowing for multiple classes of members and their voting rights and dissolution clauses, among other things.  After the Articles of Amendment are filed, then the corporation will be required to file Restated Articles of Incorporation.

If, however, the corporation does not have to update to provide for a range of directors, or separate classes of members, and there are no fundamental changes or updates required, then the corporation can simply file Restated Articles of Incorporation.

Another part of the transition will be to review and update the corporation’s By-Laws, which will address the changes made to members, directors etc. 

As you can see, lots of changes are happening.  If you are a not-for-profit and have not yet updated to be compliant, don’t wait.  Speak with your lawyer asap to get these changes started. 

Christine Allan, Sr. Law Clerk