September 29, 2021
The government of Ontario is launching a new service and new legislation on October 19. The Ontario Business Registry will be of interest to all employers and businesses in the province and the Not-for-Profit Corporations Act, 2010 concerns not-for-profit corporations, sometimes referred to as non-share capital corporations.
Ontario Business Registry
The new Ontario Business Registry updates a variety of current technologies and services and will enable all businesses, including not-for-profit corporations, to access government services and complete transactions online 24/7. The registry will be the primary method for submitting filings and will eliminate the need to visit ServiceOntario in person.
Many of the filings that can be done through the registry were previously submitted by mail or fax, taking four to six weeks to complete. With the online service users will receive automatic email notices with electronic attachments instead of paper documents.
You can find out more on this government of Ontario web page and sign up to receive emails with the information needed to access the services when it comes into operation on October 19.
Ontario not-for-profit corporations
Along with the launch of the Ontario Business Registry, the Not-for-Profit Corporations Act, 2010 (ONCA) will come into force on October 19.
The ONCA received Royal Assent in 2010 but its implementation has been delayed numerous times. It will largely replace the Ontario Corporations Act (OCA) and will automatically apply to most not-for-profit corporations incorporated in Ontario, except for some incorporated under special or private acts.
In large part, the ONCA aligns Ontario’s not-for-profit corporate statute with the federal Canada Not-for-profit Corporations Act enacted in 2012, however it does introduce various changes to governance requirements and processes.
The new Ontario Act does not apply to not-for-profits operating in the province if they are incorporated (or continued) federally under the Canada Not-for-profit Corporations Act
Three year window
Existing Ontario not-for-profit corporations will have a three year window to bring their processes and governing documents into compliance with the ONCA.
As a first step, not-for-profit corporations should sign up with the new Ontario Business Registry before October 19.
- The Ministry has indicated that not-for-profit corporations with an annual filing deadline between May 15, 2021 and October 19, 2021 are exempt from the annual return filing requirement until the launch of the Registry.
During the three year transition window, it is suggested that not-for-profit corporations complete a full review of Letters Patent and By-Laws to determine to what extent they conflict with provisions of the ONCA, as it is almost inevitable that every OCA not-for-profit corporation will have certain elements inconsistent with the new Act.
Failure to update governing documents by the end of the three-year period will result in non-compliance with the ONCA to the extent the Letters Patent and By-laws are inconsistent with the ONCA.
The Rules for not-for-profit and charitable corporations page on the government of Ontario website is a resource for updates on ONCA’s effective date and to make sure your organization has all of the latest tools it needs for a smooth transition.
As part of the review, you should determine whether your corporation is or may become a “public benefit corporation” and the implications of this for governance. A PBC is any charitable corporation or a non-charitable corporation that receives more than $10,000 in a financial year through grants or gifts from non-members, officers and/or directors of the corporation.
The introduction of the ONCA may also provide an opportunity to perform a holistic review of your Letters Patent and By-laws to determine if they reflect the reality of your organization or where you’d like it to be.
More details about the ONCA can be found on the government of Ontario’s Guide to the Not-for-Profit Corporations Act, 2010
Please contact me with any questions you may have or for assistance working through your employment and labour law matters.