June 25, 2024

By Kyle Costa

Are you a director or officer of an Ontario incorporated not-for-profit corporation?  If so, are you aware of important changes happening later this year?

Ontario’s Not-for-Profit Corporations Act, 2010 (commonly referred to as the “ONCA”) came into force on October 19, 2021, and its provisions apply automatically to all corporations without share capital incorporated in Ontario under the laws of Ontario, including all corporations incorporated under Part III of Ontario’s Corporations Act. As a result, it may be worth your while to see if your corporation needs to make any changes. However, not-for-profit corporations incorporated under the federal Canada Not-for-profit Corporations Act aren’t required to make any of these changes.

There isn’t a “one size fits all” approach to the changes needed to make the corporate documents ONCA compliant. The ONCA has some provisions which are mandatory, some which are elective (they can be opted into), and some which are default (they can be opted out of). The inclusion and/or exclusion of these provisions into your corporate documents depends on what they look like now as well as the plans and needs of your corporation.

In anticipation of the changes that the affected corporations will have to make, a three-year transition period was provided from the day the ONCA came into force to allow time to ensure that each corporation’s by-laws, resolutions, and letters of patent are in line with the new legislation. However, there is a deemed amendment for compliance to your current documents if these changes do not occur before October 19, 2024. All non-share corporations may want to consider taking the time to amend their governing documents before this date to avoid having to later discover what provisions have been deemed to be amended and what those changes actually look like. Staying ahead of the October 19 deadline date may save some unwanted confusion in the future.

TAKEAWAYS

• There is no better time than now to have a look at your corporation’s governing documents. This may include the by-laws, resolutions, and letters of patent.
• Completing the necessary compliance changes before October 19, 2024 can save a lot of confusion
• It may be worth it to designate a specific committee to deal with the transition

WHAT WEILERS LLP CAN DO FOR YOU

Weilers LLP has a corporate team that is equipped to review and advise on your current corporate structure at predictable and manageable costs to give you peace of mind. Part of our “progressive approach” includes our recognition that the law is ever-changing, and each potential client may have unique needs based on those changes. Though the decisions are always yours, we would be pleased to provide guidance through the legal implications which we know can be plenty of cause for concern.

If you require corporate law advice for your non-profit corporation, give us a call and see if we are the right lawyers for you.