By Theresa L.M. Man

OCA Filings with ServiceOntario and PGT before Proclamation of ONCA

The ONCA will be proclaimed into force on October 19, 2021, at the same time with the launching of the Ontario Business Registry.

ServiceOntario announced on September 10, 2021, that the current business registry services and transactions will be paused on October 18, 2021, as migration work is completed to the new Ontario Business Registry. Documents (including those filed under the current OCA) not processed before October 18, 2021 will be returned for resubmission using the new Ontario Business Registry or by mail or email (if applicable), on new forms. As such, in order to ensure that registrations, filings and other requests submitted by mail under the current system are processed before October 18, 2021, documents must have been received by ServiceOntario before September 17, 2021. For information on the new Ontario Business Registry, please visit: Ontario.ca/BusinessRegistry. 

As such, application filings by charities (such as applications for supplementary letters patent) that normally require the pre-approval of the Ontario Public Guardian and Trustee (“PGT”) should also be filed in light of ServiceOntario’s filing deadline of September 17, 2021. Although the PGT may continue to process applications and send them over to ServiceOntario for processing after September 17, 2021, they may not be processed in time, according to a Question & Answer sheet circulated by the PGT. Filings may be submitted by email to PGT-Charities@ontario.ca and the processing fees may be sent by mail. Only applications not processed by the PGT would be given a full refund.

Ontario PGT Answers More Questions Regarding Corporate Applications Under New ONCA

The PGT has clarified in its Question & Answer sheet, discussed above, what its involvement would be under the ONCA once it is in force.

In this regard, once the ONCA is in force, the PGT will not normally be involved in corporate applications except in cases where a charity wants to change its purposes but does not want to use the after-acquired clause, or in cases where the applicant wishes to use the term ‘Foundation’ in the corporate name, the PGT stated. For such cases, charities should contact the PGT directly (416-326-1963 or PGT-Charities@ontario.ca) for further information. The “after-acquired clause” is a clause requiring that properties of a charity acquired after the updating of the charitable purposes be applied to the new purposes, thereby requiring properties of a charity prior to updating the purposes continue to be applied to the former purposes. ServiceOntario will notify the PGT of newly incorporated charities under the ONCA.

Under the new Ontario Business Registry system, applicants for incorporation will select whether they wish to incorporate as a charity. However, charitable corporations already in existence will be recognized as such.

Where a corporation that is registered as a charity has applied for a change in articles, the after-acquired clause will be automatically included under the new electronic system. Any applicant that wants to omit the after-acquired clause will need to contact the PGT separately and request a letter allowing its removal.

For those applications that still require the PGT’s approval, the review process will be paper-based, via mail/courier or e-mail (PGT-Charities@ontario.ca). It may involve the PGT providing a portable document format (PDF) copy of a letter, which the applicant would then upload to the application. Procedures may be adjusted after the new system is implemented. Any further questions regarding the process of the Ontario Business Registry should be directed to the Ministry of Government and Consumer Services, which is responsible for its implementation and operation. The PGT will provide referrals to ServiceOntario or the relevant guidance when asked.

Read the September 2021 Charity & NFP Law Update