FAQs

FAQs about the ONCA

 

When will the ONCA take effect (be proclaimed)?

The government has said they are working to bring Ontario’s Not-for-profit Corporations Act, 2010 (ONCA) into force as early as possible, with a target of early 2020. Existing corporations will have three more years, starting from the date the ONCA takes effect, to make any changes to their incorporation and other documents to ensure they comply with the ONCA.

 

Will the ONCA change a lot before it takes effect?
The Cutting Unnecessary Red Tape Act made some changes to the ONCA. You can read more about those here. We do not expect further changes to the law. However, the regulations, which contain some of the details, are still not available.

 

Where can I find a sample bylaw that complies with the ONCA?
The Ministry of Government and Consumer Services (MGCS) has created a draft organizational bylaw that you can use as a starting point. You can change the MGCS bylaw to suit your needs, as long as you do not remove the mandatory provisions of the ONCA. The Get Ready for the ONCA sample bylaw with options resource adds instructions, options, and things to consider when reviewing the bylaw text provided by MGCS. If you already have bylaws under the Corporations Act, try our tool How to adjust existing bylaws.

 

Where can I find sample articles of incorporation (letters patent) that comply with the ONCA?
“Letters Patent” in Ontario’s Corporations Act are called “articles of incorporation” in the ONCA. Until the regulations for the ONCA are published, we cannot know exactly what will be required. However, the ONCA requires different things in articles than are required in Letters Patent. Your nonprofit’s current Letters Patent will be replaced by Articles of Amendment once you file to amend your Letters Patent.

Note: Get Ready for the ONCA tools do not yet reflect recent changes made to the ONCA.

 

We want to incorporate a new nonprofit. Should we wait for the ONCA to come into force?

No. The ONCA is not expected to take effect before 2020. You can incorporate under the current law, Ontario’s Corporations Act. Visit the How do we incorporate to learn more. However, you should learn about the ONCA and make your bylaws and Letters Patent as compliant with the ONCA as you can, while still conforming to Ontario’s Corporations Act (OCA).  This will make your eventual transition to the ONCA easier. Another option is to incorporate under the Canada Not-for-Profit Corporations Act, the new federal legislation that governs nonprofit corporations.

 

Can we change our bylaws to comply with the ONCA now?
If you are changing your bylaws for other reasons, you can make changes to get ready for the ONCA. However, you can’t be certain until the regulations are published whether your bylaws will comply with the ONCA. It is important to ensure that any changes that are done in order to prepare for the ONCA comply with the OCA. You can learn more about what the OCA requires here. Most nonprofits will have three years after the ONCA comes into force to amend their bylaws to comply with the ONCA.

 

We have many member classes and non-voting members. Should we change them now?
It is unclear whether you will need to change them at all. However, if you are going to change them anyway, it is easier to change membership structures under the current rules. It will be more complicated after the ONCA takes effect.

The ONCA will give non-voting members the right to vote in certain situations. It also says nonprofits will have to hold separate votes of each type of member in certain situations. However these changes will not apply for at least 3 years after ONCA comes into effect.

 


FAQs about the Get Ready for the ONCA project

 

Is the Get Ready for the ONCA project only about the ONCA or about all nonprofit law?
This website contains a section devoted to some of the most common questions about what nonprofits need to do under Ontario’s Corporations Act.

 

Can the Get Ready for the ONCA project give us legal advice or review our bylaws or articles?
No. We cannot comment on specific situations or review documents for individual nonprofits.

Reviewed: January 2018