By Theresa L.M. Man

Ontario Updates Forms under the Not-for-Profit Corporations Act and Corporations Information Act

The Ontario Business Registry of the Ontario Ministry of Public and Business Service Delivery (“Ministry”) released a notice on April 3, 2024 that the Articles of Amalgamation under the Ontario Not-for-profit Corporations Act (“ONCA”) and Initial Return/Notice of Change/Annual Return under the Ontario Corporations Information Act have been updated. These forms and related instructions are updated in order to clear instructions, match legislative requirements and specific fields mandatory. The specific changes are as follows:

1. Form 5272 & Instructions – Articles of Amalgamation – Not-for-Profit Corporations Act, 2010. This form is to be used for amalgamation under the ONCA. Under subsection 112(2) of the ONCA, articles of amalgamation must have attached to them a “statement of a director or an officer of each amalgamating corporation” stating certain information required under subsection 112(2)(a) and (b). Form 5272 originally incorrectly required that a “signed statutory declaration of a director or an officer” be attached to the articles, which is inconsistent with the requirement in the ONCA. The updated Form 5272 now requires a “signed statement(s) of a director or an officer of each amalgamating corporation” be provided instead, making it consistent with the requirements in the ONCA.
2. Form 5284 & Instructions – Initial Return/Notice of Change/Annual Return by an Ontario Corporation – Corporations Information Act. This form applies to for-profit and not-for-profit corporations, as well as co-operatives, subject to the Business Corporations Act, Corporations Act, ONCA, and Co-operative Corporations Act respectively. The following new information is inserted in section 3 of the form: “An official email address is required for administrative purposes and must be kept current. If you are not sure a primary activity code (NAICS code) was already provided, please provide one or the form will be returned if a primary activity code is not in the Ministry’s record.”

In addition, Form 5285 & Instructions – Initial Return/Notice of Change/Annual Return for an EP Foreign with Share – Corporations Information Act was also updated. This form is to be completed by extra-provincial foreign business corporations with licence to carry on business in Ontario. In general, this has no application to the non-share capital corporations incorporated under the ONCA.

Since the launch of the Ontario Business Registry on October 19, 2021, the Ministry has been making various updates to the forms and how documents are filed. In this regard, the Ministry has taken a phased approach to implement enhancements, such as rich text editor functionality and modernized wizard design to the “Shares & Provisions” and “Purposes & Provisions” text fields in various forms.

​Read the April 2024 Charity & NFP Law Update