Corporate Update
Nov 2021 Charity & NFP Law Update
Published on November 25, 2021

By Theresa L.M. Man

   
 

Ontario Updates Not-for-Profit Incorporator’s Handbook

In conjunction with the proclamation of the Ontario Not-for-Profit Corporations Act, 2010 (the “ONCA”), the Ontario Ministry of the Attorney General has updated its Not-for-Profit Incorporator’s Handbook (the “Handbook”). The Handbook, prepared jointly by the Ministry of Government and Consumer Services, ServiceOntario and the Office of the Public Guardian and Trustee for Ontario, is a useful tool for not-for-profits seeking to be incorporated and operate in Ontario. It provides general information on the nature of not-for-profit corporations, guidelines for incorporation, and basic information on incorporating charitable corporations.

Prior to the recent amendments, the Handbook was previously updated in May 2018, and provided guidance on incorporation under the Ontario Corporations Act. With the proclamation of the ONCA, the updated Handbook now sets out details for incorporating and operating under the ONCA, including incorporation process, organization and start-up after incorporation, and corporate maintenance and filing requirements.

British Columbia Amends Societies Act

Following a public consultation held by the British Columbia Ministry of Finance in 2019, British Columbia’s Societies Act received significant amendments through Bill 19, Societies Amendment Act, 2021. Bill 19, which received Royal Assent on October 28, 2021, addresses issues that have been brought to light since the Act was brought into force on November 28, 2016. The amendments in Bill 19 are intended to make the Act more accessible, addressing uncertainties and omissions, and creating consistency within the Act and with other legislation, according to a government Information Bulletin.

Many of these issues were identified by the public, societies and the legal community. Feedback from public consultation was analyzed and incorporated in these amendments. The proposed amendments were also developed in close consultation with the B.C. Corporate Registry.

The amendments are broad, and include amendments related to by-laws; directors’ and members’ registers; correcting errors in the statement of directors and registered office; access to society records; disclosure of remuneration to all employees and contractors; directors’ term of office; meetings of directors and members; member proposals; member proxy votes; a new record keeper requirement for dissolved societies; restorations; and receipt of testamentary gifts by member-funded societies. Additionally, there are amendments related to attorney filings, names, and annual reports by extra-provincial non-share corporations.

While certain provisions in Bill 19 were brought into force upon Royal Assent, many provisions will only come into force by regulation of the Lieutenant Governor in Council. A helpful summary titled Changes to the Societies Act from the Government of British Columbia provides further details on the amendments.

Minister’s Report on Statutory Review of CNCA Published

Following an online public consultation launched in June 2021 seeking feedback on the implementation of the Canada Not-For-Profit Corporations Act, the Honourable François-Philippe Champagne, Minister of Innovation, Science and Industry laid before Parliament a report on the statutory review of the Act on November 23, 2021. Details on the report will follow in a subsequent Charity & NFP Law Update.

   
 

Read the November 2021 Charity & NFP Law Update