ONCA

ONCA

Update – October 19, 2021

The Ontario Not-for-Profit Corporations Act (ONCA) was proclaimed on October 19, 2021.

This legislation, over ten years in the process and ONN’s founding issue, is the enabling corporate legal framework for most nonprofits incorporated under provincial law. It may affect nonprofits in many important ways, such as:

  • The requirement to get an audit
  • Members’ rights to make proposals and call members’ meetings
  • The number of your directors.

Nonprofits will have three years after proclamation to transition to the new rules. In the meantime, the rules in articles and bylaws will continue to be valid provided they were valid under the previous legislation (Ontario’s Corporations Act).

ONN will continue to advocate for clear communications and legal education for the sector about implementation, as well as adherence to the “open by default” principle for the Ontario Business Registry – so that it can become an essential data source for nonprofits and allow us to clearly identify the number and composition of nonprofits in Ontario.

ONN will continue to advocate for improvements to ONCA based on difficulties experienced by the sector. If you are experiencing issues with the requirements of the ONCA, we want to hear about them. Share your experiences with benjamin@theonn.ca.

Community Legal Education Ontario provides legal information in response to questions about ONCA. If you have a question, reach out to benjamin.miller@cleo.on.ca.

Regulations

Regulations that were needed prior to the proclamation of ONCA have now been published.

https://www.ontario.ca/laws/regulation/r21393

https://www.ontario.ca/laws/regulation/r21394

https://www.ontario.ca/laws/regulation/r21395

https://www.ontario.ca/laws/regulation/r21396

Ontario Business Registry

The Ontario government has launched the Ontario Business Registry. The Registry is expected to offer simpler, faster and better solutions to businesses and not-for-profit corporations across the province. It is intended to support the entire lifecycle of Ontario businesses and nonprofits – from registering, incorporating and ordering search products, to filing an annual return. Over 90 services will be available online.

The registry will modernize the current system that relies on paper-based, manual processes; paper forms will also continue to be available.

ONN is actively monitoring issues with the Ontario Business Registry, providing feedback and recommendations to support navigation and use of the site from a nonprofit lens. We will continue to amplify the voices of the nonprofit sector with their experiences of the system – and ways to streamline and improve it. The Ontario Bar Association is also systematically gathering feedback to communicate to the government. If you are having an issue navigating or using the OBR to incorporate, transition, or make any other filing, consider sharing your experience with obrinfo@oba.org and cc us at benjamin@theonn.ca. Your experiences will inform the feedback we give to the Ontario government on how to improve their system in future versions.

What nonprofits can do now

Learn more about the Ontario Business Registry.

How to Get Your CompanyKey 

Nonprofits can order one here. Upon request, the Ontario government will mail CompanyKeys to a nonprofit’s registered address.

If you ordered a CompanyKey and have not yet received it, here’s what you can do:

  1. Figure out if they has the right address for you on file. The government may not have the correct address for your organization on file either because you did not file a Notice of Change since moving to your most recent address or because of an error in the system. You can check to see if they has the right address for you by ordering a Corporate Profile. There is a fee. 
    • If they have the wrong address on file go to step 2. 
    • If they have the right address on file go to step 3.
  2. File a Notice of Change. If they have the wrong address on file, then unfortunately, the only way to correct it is to either wait and see if it’s due to an error which the government will correct themselves or file a notice of change through one of the third parties since they do not require a CompanyKey to file the Notice of Change. 
    • If you have filed a notice of change and receive confirmation that the address has been updated, you may try ordering a CompanyKey again. If it takes some time, go to step 3.  
  3. Keep waiting. We have heard from the sector that while it may take up to 4-5 weeks. If the government has the right address, ordering a CompanyKey again will have the effect of cancelling the previous CompanyKey so when you get it in the mail it will not work. Do not order a CompanyKey a second time if you have confirmed government has the right address on file.

We are regularly learning about other issues with the Ontario Business Registry and invite you to share your concerns with ServiceOntario. If you have had issues with the Ontario Business Registry, we want to hear from you. Please reach out and share your experience with benjamin@theonn.ca  

Extension of virtual meeting provisions

A special note that the Ontario government has extended virtual meeting provisions until September 2022. With the extension, organizations currently governed under the Ontario Not-for-Profit Corporations Act (ONCA) and other corporate Acts, are allowed to continue to hold meetings, including AGMs, virtually until September 30, 2022.


Resource for Provincial Associations – 11 Key Takeaways from ONCA 


Blog – ONCA: How to take ownership of the transition process


Transition Support for Ontario’s nonprofits

 

ONN Logo

 

CLEO Logo

 

Nonprofit Law Ontario logo

 

CLEO (Community Legal Education Ontario/Éducation juridique communautaire Ontario) has launched the “Get Ready for the ONCA” project, in support of the Ontario nonprofit sector as it transitions under the new ONCA. This will help Ontario’s not-for-profits understand and prepare for changes that will affect nonprofits across the province. You can find helpful resources, webinars and events on their website.

History of work on the ONCA