Public benefit corporations

This page tells you what Ontario’s Not-for-Profit Corporations Act (ONCA) has to say about a new category of nonprofits called public benefit corporations. It explains which nonprofits fit in this category and what rules they have to follow.

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.

A nonprofit is a public benefit corporation, if they:

  • are a charity, or
  • received more than $10,000 in a financial year :
    • in grants or similar financial assistance from the government or an agency of government, or
    • as donations from people who are not members, directors officers, or employees.

Yes, public benefit corporations must:

  • follow different rules when reviewing and reporting their finances
  • have at least 3 directors
  • not have more than one-third of their directors be employees of the organization
  • distribute their assets to a similar charity, public benefit corporation, government agency, or municipality if they close down or dissolve, and not to their members

Yes. If you aren’t a charity, you can switch from being a public benefit corporation (PBC) and a non-public benefit corporation. You may need to do this based on whether you got money from the government, or over $10,000 in donations from people who are not members, employees, or their close relations.

If your nonprofit is likely to switch, figure out how you will keep track of, and respond to, the different rules you have to follow. As the rules for PBCs are stricter, you can choose to follow the PBC rules even in years when you don’t have to.

Reviewed: 2022-04-06