Under the old Ontario Corporations Act (OCA), you had a letters patent and perhaps supplementary letters patent or two. In addition, you had by-laws. With the Ontario government bringing Ontario Not-For-Profit Corporations Act (ONCA) into force on October 19, 2021, now with ONCA you have Articles of Incorporation, Articles of Amendment and if you wish Restated Articles of Incorporation plus by-laws.
For many Ontario ONCA corporations, they will have documents that are quite dated and include a large number of provisions that may no longer be needed or are not appropriate. Articles of Amendment will be passed as well as new by-laws. In the Articles of Amendment most of the content is probably going to be overwritten. The Articles of Amendment may be difficult to follow without also having the previous letters patent and supplementary letters patent.
Some Ontario non-profits will also want to pass Restated Articles of Incorporation because they will consolidate or restate in one place all the provisions that still apply. It will be easier for people such as staff and board members to be able to understand what the governing documents of the non-profit corporation provide and they will need to look back at numerous documents that are often quite dated.
Restated Articles of Incorporation will also be helpful to provide to various groups such as banks and funders instead of multiple old documents.
The Restated Articles of Incorporation will supersede the original letters patent, supplementary letters patent, Articles of Incorporation and Articles of Amendment as per the ONCA provisions below:
ONCA – section 109(4):
Restated articles
109 (1) The directors may, at any time, restate the articles of incorporation as amended and shall do so when directed by the Director. 2017, c. 20, Sched. 8, s. 24 (1).
Filing with Director
(2) The corporation shall file its restated articles of incorporation and any required documents and information with the Director. 2017, c. 20, Sched. 8, s. 24 (1).
Restated certificate
(3) Upon receipt of the restated articles of incorporation, together with any required documents and information and the required fee, the Director shall issue a restated certificate of incorporation by endorsing the articles in accordance with section 201, and the endorsed articles constitute the restated certificate of incorporation. 2017, c. 20, Sched. 8, s. 24 (1).
Effect of certificate
(4) The endorsed restated articles of incorporation supersede the original articles of incorporation and all amendments to those articles. 2010, c. 15, s. 109 (4).
If your non-profit organization needs assistance with corporate changes relating to the Ontario Not-For-Profit Corporations Act (ONCA) please contact us.