FAQs about the ONCA
The government has said they are working to bring Ontario’s Not-for-profit Corporations Act, 2010 (ONCA) into force as early as possible. 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.
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.
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 Nonprofit Law Ontario 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. The CLEO bylaw builder allows you to create bylaws from scratch.
“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.
No. We do not know when the ONCA will take effect. 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.
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.
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 Nonprofit Law Ontario
This website contains a section devoted to some of the most common questions about what nonprofits need to do under Ontario’s Corporations Act.
No. We cannot comment on specific situations or review documents for individual nonprofits.
Reviewed: March 31, 2020