Ontario’s Not-for-profit Corporations Act takes effect!
October 19, 2021
After 11 years of waiting, Ontario’s Not-for-Profit Corporations Act (ONCA) finally took effect on October 19, 2021. Existing nonprofits have 3 years to bring their governing documents into compliance with the new law. Until then, most of the rules in your governing documents continue to apply whether or not they comply with ONCA as long as they were valid under the previous law.
If your articles and bylaws are silent on an issue, you must now look to ONCA for the rule that applies. To learn more about ONCA visit our page entitled “Understand the law“.
Ontario Business Registry launched
October 19, 2021
Along with the new legislation, the Ontario government has launched a new online database and service that allows nonprofits to complete over 90 services online. For example, a nonprofit can now register, incorporate, order search products, and file their annual Information Return online. Visit the Ontario Business Registry to learn more.
CLEO can help you transition to the ONCA
October 19, 2021
People often ask us what services we offer nonprofits. Here’s what we offer:
- Online bylaw tools: Our free, online, interactive Bylaw Builder is ready to use!
- Answer questions with legal information: While we do not give legal advice, if you have a general question on nonprofit law, send it to firstname.lastname@example.org and we will get back to you with an answer.
- Live webinars or blog posts: If you belong to a regional or provincial association interested in a webinar or blog post about ONCA, we can partner with you to deliver one that meets the needs of your member organizations. Send requests to email@example.com.
Nonprofits must file their annual returns
October 19, 2021
Every year, within 6 months of the end of their fiscal year, nonprofits must file an annual return with the Ontario government to make sure their information, such as name, headquarters and directors, is up to date on the public record. However, nonprofits whose 2021 annual filings were due between May 15, 2021 and October 18, 2021, were exempt from filing them as the government wanted to focus on launching the new Ontario Business Registry. Now that the Registry is up and running, nonprofits whose 2021 annual filings are due after October 19, 2021, are required to file their annual return.
The annual return is not the same as a nonprofit’s tax return. To learn more about what tax returns nonprofits need to file, visit the Canada Revenue Agency website.
COVID -19 online meeting rules extended
October 19, 2021
The government is giving nonprofits more time to hold their board meetings or members’ meetings electronically. Nonprofits now have until September 30, 2022, to hold meetings online or by phone. They can do this even if their bylaws say they cannot. Scroll down for more information.
Changes to the ONCA
September 21, 2020
On September 21, 2020, the Government of Ontario passed a motion that made a major change to Ontario’s Not-for-Profit Corporations Act (ONCA).
This change takes effect on January 1, 2021. It applies to nonprofits that have:
- more than one type of membership, and
- at least one type of membership that does not have the right to vote.
ONCA was going to give:
- non-voting members the right to vote on important decisions like mergers and winding down the non-profit, and
- each type of membership a collective veto on important decisions like changing member rights.
This is no longer true. Non-voting members and membership types that don’t have voting rights, will not get the right to vote on important decisions after ONCA comes into effect.
COVID-19 emergency measures for nonprofits and charities
In response to COVID-19, the Government of Ontario passed some laws and guidelines that make it easier during the pandemic for:
- nonprofits to hold members’ meetings and board meetings, and
- charities to access funds if they’re in danger of closing.
Options for holding meetings
To help nonprofits hold board and members’ meetings safely during COVID-19, the Government of Ontario passed some laws and guidelines earlier this year. These changes apply until December 31, 2021.
Here are some of the things a nonprofit can do even if their letters patent or bylaws do not allow it or don’t say anything about it.
- Non-profits can hold members’ meetings and board meetings online or by phone. But if you hold a board meeting online or by phone, directors must be able to speak, listen to, or live chat each other at the same time.
- The chair of a members’ meeting that is held online or over the phone can decide how members will vote to elect directors. The chair can decide to ignore what the nonprofit’s bylaws say about how to vote, if the method isn’t practical during COVID-19.
- The chair of a members’ meeting that is held online or over the phone can decide how to record votes taken at the meeting. The chair can decide the best way to do this if, for example, a member asks how votes will be recorded.
Deadline for annual members’ meetings
If the deadline for your annual members’ meeting would have been:
Then your new deadline is:
during the state of emergency
October 22, 2020
within 30 days of the state of emergency ending
November 21, 2020
Accessing restricted funds
The Office of the Public Guardian and Trustee (OPGT) has developed temporary guidelines to help charities that are in danger of closing due to lack of funds. These charities may be able to use the income and capital of restricted purpose trust funds to continue their day-to-day operations.
Usually, charities can only use restricted purpose trust funds for specific reasons.
A charity has to meet certain conditions and get permission from the PGT before it can use these funds.
We’re now known as Nonprofit Law Ontario! Our site began in 2013 to help nonprofits “Get Ready for the ONCA”. Over the years however, we added content on other areas of nonprofit law. Our new name better reflects the information, resources, and tools our site now offers.
The Ministry of Government and Consumer Services funded Community Legal Education Ontario (CLEO) to develop “Get Ready for the ONCA”. This funding has now ended. CLEO is exploring options to maintain our nonprofit law content. We’ll do our best in the interim to respond to the questions that you send us.
We thank the Ministry of Government and Consumer Services for their financial support over many years.
In January 2018, many important parts of the Cutting Unnecessary Red Tape Act, 2017took effect. The Act, also known as Bill 154, makes changes to current laws and brings us closer to Ontario’s Not-for-Profit Corporations Act, 2010 (ONCA). The government has said they are working to bring ONCA into force as early as possible.
Bill 154 changes ONCA
Bill 154 contains a number of important changes to the ONCA that nonprofits and charity lawyers requested. Here are some highlights:
- The sections giving non-voting members certain important voting rights will be delayed to at least 3 years after the ONCA takes effect.
- The sections giving each class of voters a collective veto on important decisions will also be delayed to at least 3 years after the ONCA takes effect.
- Nonprofits no longer have to give their members proxy voting rights, unless your bylaws say so. Bylaws can say that only members are allowed to be proxies. Also, your bylaws can provide for mail-in or electronic voting if you wish.
For a more detailed summary of the law and some analysis, visit:
- Ontario Nonprofit Network
- Carters Professional Corporation (OCA) (ONCA)
- Drache Aptowitzer (OCA) (ONCA)
You can view past updates in our eBulletin archives.