The Ontario Public Guardian and Trustee have just released the new Not-For-Profit Incorporator’s Handbook that deals with new Ontario Not-For-Profit Corporations Act (ONCA) and charities. The revised Handbook is important as the last Handbook issued a number of years ago was for the Ontario Corporations Act.
Here is the introduction:
1.1 Introduction
The purpose of this Handbook is to provide general information on the nature of a not-for-profit corporation and guidelines on how to incorporate such a corporation. This Handbook also provides basic information on incorporating charitable corporations, which are a special type of not-for-profit corporation.
Not-for-profit corporations incorporated in Ontario are governed by the Not-for-Profit Corporations Act, 2010 (ONCA) and the Regulations made under it. Not-for-profit corporations are incorporated “as of right” under the ONCA subject to compliance with the ONCA and Regulations made under it. Certain pertinent sections to the ONCA and the Regulations are included in this Handbook. The reader is, however, referred to the ONCA and the Regulations to examine those sections not set out here.
This Handbook contains general statements concerning the requirements of the ONCA and Regulations which are intended to serve only as a general guide and not as a substitute for statute when dealing with specific problems. Also, reference to this Handbook should not be a substitute for consultation with a lawyer on legal considerations or an accountant on financial matters. The ONCA and Regulations made under it are available on the ServiceOntario e-laws website at www.ontario.ca/laws. The Guide to the Not-for-Profit Corporations Act, 2010 available online also contains basic information about the ONCA.
The Handbook is very helpful.
However, unfortunately, the Handbook is quite limited in terms of providing holistic information and is very biased towards a non-profit in Ontario filing under the Ontario system. This short changes many people who don’t obtain advice from a lawyer who is knowledgeable about charities. For example, you need to go to page 47 to realize that a non-profit could be set up as a Federal non-profit under the Canada Not-for-profit Corporations Act (“CNCA”) and a link is in Appendix F on page 81 of the Handbook. Appendix F just has a link to the ISED home page but not the Corporations Canada Non-Profit page which would be more useful for a non-profit looking to find out information about CNCA corporations. Failing to be more clear that there really are options will result in some groups incorporating an Ontario non-profit but then later having to continue to another jurisdiction at considerable expense.
The CRA’s URL on page 40 is incorrect and reflects the old address for CRA. Here is the actual Charities Directorate website https://www.canada.ca/en/services/taxes/charities.html and here is the general CRA website: https://www.canada.ca/en/revenue-agency.html
There is also the following statement on page 46 “The majority of Ontario charitable corporations may be incorporated by Articles of Incorporation issued under the ONCA. There are two other ways to incorporate a charity. They are not discussed in detail in the Not-For-Profit Incorporator’s Handbook. If you need further information, you may contact the responsible organizations at the addresses set out below.” I think they are referring to “By private bill or special Act of the legislature” or “By federal Certificate of Incorporation issued through Innovation, Science and Economic Development Canada”. It is a bit misleading as there are other provinces, etc that have their own non-profit legislation.
Here is a link to the Handbook. Also here is a copy of the PGT NOT-FOR-PROFIT INCORPORATOR’S HANDBOOK 2021.