We are happy that more filing features are being added to the Ontario Business Registry (OBR).
When an Ontario non-profit corporation continues to another jurisdiction, it is required to “file with the Director a copy of the instrument of continuance issued to it by the other jurisdiction within 60 days after its issuance” in accordance with section 116(7) under the Ontario Not-for-Profit Corporations Act (“ONCA”).
For example, if a non-profit corporation under ONCA continues to the federal Canada Not-for-profit Corporations Act (“CNCA”), it must file with the Ontario Ministry of Public and Business Service Delivery (the “Ontario Ministry”) a copy of the Certificate of Continuance, together with the Articles of Continuance, issued to the non-profit corporation by Corporations Canada.
We assisted many non-profit corporations with filing their instrument of continuance by sending such copies by mail or by e-mail to the Ontario Ministry or through a third-party service provider. It was something we could not do directly on the OBR system when it was launched in October 2021. However, we recently discovered that uploading a copy of the instrument of continuance can now be completed directly on the OBR system under the Make Changes tab. Keep in mind that the non-profit corporation must have a company key to log into their corporation profile on the OBR.
If the non-profit corporation has continued to another jurisdiction but still operates in Ontario, it must then file an Initial Return form to register as an extra-provincial corporation in Ontario, which can only be done after the Instrument of Continuance is processed by the Ontario Ministry. Remember that when the Ontario Ministry processes the Instrument of Continuance, it updates their records that the non-profit corporation has continued to another jurisdiction, so the Ontario Ministry then changes the non-profit corporation’s status in Ontario to inactive.
Now, this would not be a problem if the non-profit corporation no longer wants to operate in Ontario. However, we find this to be problematic for non-profit corporations that have existing business name registrations in Ontario and wish to continue holding such business names. The Ontario Ministry automatically cancels the business name registrations because the non-profit corporation is considered no longer active. The only way to “reactivate” the business name is to file a new business name registration (which would include a filing fee of $60) once the non-profit corporation files an Initial Return and the non-profit corporation’s status in Ontario is changed back to active.
With that said, we hope the two steps (namely, filing Instrument of Continuance and filing Initial Return) can be done together on the OBR to avoid an “inactive” status, and, in instances where non-profit corporations have registered business names, the Ontario Ministry does not automatically cancel the business name registrations.