On October 19 the Ontario Not-for-Profit Corporations Act (“ONCA”) comes into force.
This is a reminder that ONCA will come into force in just a few days. As we mentioned in our previous ONCA blog post, there are a few key components you should know about.
Terminology: all Ontario corporations that are registered charities are called public benefit corporations
Directors: there is a minimum of 3 and charities can have either a fixed number or a range
Members: membership classes must be in the articles; membership conditions must be in the bylaws; greater member access to financial records
Audits: there is a lowered threshold for requiring audited financial statements; can substitute a review engagement with an extraordinary resolution with annual revenues of less than $500,000
Directors: sets out a statutory duty of care and a due diligence and good faith reliance defence; specific requirements to report a conflict of interest
Transition: You have three years to transition to the new ONCA rules, so there is still lots of time to make any necessary changes.
If you rely on the Not-For-Profit Incorporator’s Handbook, be cautious as it hasn’t yet been updated in light of ONCA.
Ontario Business Registry
ONCA’s coming into force coincides with the launch of the new Ontario Business Registry (OBR). The OBR will facilitate 90+ different transactions, including registering new corporations and dissolving existing ones. The new Registry system means that “for the first time ever, Ontario not-for-profit corporations will be able to access an online government system for registrations and filings, saving them time and reducing duplication of paperwork.” If you don’t already have one set up, you’ll need your ONe-key ID and ServiceOntario account information to access the OBR.
NO TRANSACTIONS OCTOBER 18
The current Ontario Business Information System will be taken offline to migrate data into the new OBR. On October 18, you should be able to do searches in the old system but won’t be able to do any transactions, like new incorporations.
If your organization is already incorporated you will need a Company Key to access your organization’s profile in the OBR. This is your charity’s PIN for the OBR system. When the OBR goes live on Tuesday October 19, you’ll be able to request your Company Key using the “Company Key request form” at Ontario.ca/BusinessRegistry
It’s important that you check your registered office address to make sure it’s up to date. Your Company Key will be mailed to that address.
As we explained in an earlier blog post, corporations whose annual returns were due May 15, 2021 – October 18, 2021 were exempt. Once OBR launches on October 19, corporations with an annual return due on or after October 19 must file their annual returns.
Ontario Public Guardian & Trustee
You might be wondering what’s happening with the Ontario Public Guardian and Trustee (OPGT) and its role in light of the Ontario Business Registry. The OPGT has published a short FAQ document posted below to clarify its involvement.
Want to Know More?
January 2020: Beyond Early 2020
January 2018: ONCA Targeted for 2020
October 2015: ONCA Proclamation Delayed Again
September 2013: Getting Ready for ONCA
Noteworthy is provided for general information purposes and does not constitute legal or professional advice. Every organization’s circumstances are unique. Before acting on the basis of information contained in this blog, readers should consult with a qualified lawyer for advice specific to their situation.