Ontario Not-for-Profit Corporations Act, 2010 (ONCA)

January 18, 2024

The Not-for-Profit Corporations Act, 2010 (Ontario) (the “ONCA”) came into force and replaced the predecessor legislation governing Ontario not-for-profit corporations, the Corporations Act (Ontario) (the “OCA”). Among other things, the ONCA streamlines the incorporation of Ontario not-for-profit corporations (“NFPs”), simplifies certain processes including those in connection with registrations, searches and filing annual returns, introduces a reasonable due diligence defence for directors and officers and provides members with greater access to financial records. The ONCA automatically applies to all NFPs, whether charitable or not, that were incorporated in Ontario under Part III of the OCA.

NFPs incorporated under the OCA have a 3-year transition period – i.e., until October 19, 2024, to amend their governing documents, including by-laws, letters patent, supplementary letters patent, etc. – to ensure they are compliant with the ONCA. Following October 19, 2024, the ONCA will override any non-compliant provisions contained in an NFP’s governing documents and the NFP’s governing documents will be deemed to be amended. In addition, as of October 1, 2023, certain additional amendments were made to the ONCA regarding virtual meetings for directors and members of NFPs that may also require an amendment to the by-laws.

NFPs should review their by-laws and governing documents to determine if any updates are required to comply with or reflect the amendments to the ONCA.

If you have not yet completed a review of your by-laws for compliance with the ONCA, please reach out to us for further information on any changes necessary to comply with the ONCA.

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