Over the last few months, there have been many newsletters and communications dealing with the recent corporate changes in Ontario that came into effect on October 19, 2021. There is widespread misunderstanding about these changes that have left some groups confused.
In this note, I am only going to focus on one issue, which is that many organizations think that ONCA will be applicable to them when, in fact, it may not be.
There are some other different changes in Ontario that came into force on the same day (October 19, 2022) dealing with the Ontario Business Registry (OBR) that will have implications for some other nonprofits and charities, but not ONCA itself.
ONCA affects certain nonprofit corporations that were formally under the Ontario Corporations Act (OCA).
The key takeaway is that ONCA doesn’t directly affect federal corporations, provincial corporations that are not Ontario corporations, trusts, or unincorporated associations. Therefore, for example, non-profit corporations from BC, Quebec, or Nova Scotia will not be directly affected by ONCA. These entities will not have to change their governing documents to bring themselves into compliance with ONCA.
Ultimately, ONCA will affect about 50,000 Ontario non-profits (of which approximately 15-20,000 may be charities), but it will not affect another 150,000 non-profits across Canada that are Federal, incorporated under other provincial law or trust or unincorporated associations.
The first step is to work out whether you are an Ontario corporation. You can go to the Ontario Business Registry and check there.
Some are even confused with this step because not all groups listed on the OBR are Ontario corporations – some of them are groups like Federal corporations that are operating in Ontario and have filed forms with the Ontario government because they are operating in Ontario. Listings in the OBR must be examined carefully.
If the form says:
Type – Not-for-Profit Corporation, then “Governing Jurisdiction – Canada – Ontario”
The problem with organizations not knowing if they are federally or provincially incorporated is not so much that they are wasting a little bit of their time chatting with a lawyer to find out that in fact that ONCA doesn’t affect them. The real problem is that they are not aware of the corporate legislation that governs them, and they are therefore probably not complying with their corporate obligations. For example, if you are not aware that you are a CNCA corporation, then: are you filing your annual return? Are you updating your list of directors with Corporations Canada? Are you updating Corporations Canada about any changes in your registered office address? And, finally, if you are a soliciting corporation, are you filing your financial statements with Corporations Canada?