Continuing Dilemma: Ontario Corporations Going Federal?
Feb 2022 Charity & NFP Law Update
Published on February 24 2022

By Theresa L.M. Man
   
 

The Ontario Not-for-Profit Corporations Act, 2010 (“ONCA”) was finally proclaimed into force on October 19, 2021. Incorporation as a new not-for-profit corporation in Ontario is now governed under the ONCA. As well, the ONCA automatically applies to all not-for-profit corporations previously incorporated under Part III of the Ontario Corporations Act (“OCA”). These corporations have three years from the date of the ONCA’s proclamation to undertake an optional “transition process” to amend their governing documents to comply with the requirements of the ONCA before they are automatically amended to comply with the ONCA on October 19, 2024.

As a result of the repeated delay in the proclamation of the ONCA since its enactment in 2010, Ontario corporations had been left in corporate limbo for 11 years, struggling with whether to update their objects and by-laws under the OCA to further their mission or to wait for the proclamation of the ONCA before making those changes. Many Ontario corporations had to make the difficult decision of whether to give up waiting for the proclamation of the ONCA by continuing under the federal Canada Not-for-Profit Corporations Act (“CNCA”). Charity & NFP Law Bulletin No. 379 explained the steps involved and key considerations for such a move.

Now that the ONCA is proclaimed into force, Ontario corporations are faced with the new of dilemma of whether to undertake the transition process to continue to remain under the ONCA, or whether it is time to take a second look at whether to go federal under the CNCA. This Bulletin reviews some of the key factors that should be considered when deciding which move to make.

For the balance of this Bulletin, please see Charity & NFP Law Bulletin No. 508

 

   
 

Read the February 2022 Charity & NFP Law Update