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Articles or letters patent

This page tells you what Ontario’s Not-for-Profit Corporations Act (ONCA) says about your letters patent. The ONCA replaces the term “letters patent” with “articles of incorporation” or “articles”.

If you incorporated before ONCA was proclaimed on October 19, 2021, your bylaws or articles may not comply with the rules explained below. You have until October 18, 2024 to review, update, and file your governing documents with the Ontario government. Until then, the rules in your articles and bylaws continue to be valid. This is true as long they were valid before the ONCA took effect.

You can make changes to your articles, called “amended articles”, online on the Ontario Business Registry. You can also file them in person using the forms provided by the Government of Ontario.

You should check your articles and amendments to articles to make sure your nonprofit’s purpose still reflect what you do as an organization.

Yes, you have to say what your nonprofit’s purpose is, in your articles (Section 8).

Yes.

But if you have any commercial purpose, your articles must say that the commercial activity is meant only to support the nonprofit purpose of your organization (Section 8).

If you incorporate online, then the Ontario Business Registry will automatically insert a line in your articles saying any commercial activity is meant only to support the nonprofit purpose of your organization.

No.

Nonprofits automatically have all the powers and rights of a person, which includes the power to borrow money. This means your articles or bylaws don’t need to mention this power  (Section 15, 16).

This means your directors can borrow money on behalf of the nonprofit, unless your articles or bylaws say they can’t (Section 85).

Yes.

Nonprofits can’t do things that their articles or bylaws don’t allow them to do. If you don’t want your directors to be able to borrow money on behalf of the nonprofit, put it in your articles or bylaws.

Reviewed: 2021-11-16