The October 18, 2024 transition deadline for Ontario’s Not-for-Profit Corporations Act, 2010 (ONCA) is almost here. What does the end of the transition period really mean?
As noted in our previous bulletin, there is a three-year transition period (commencing on October 19, 2021) for all Ontario not-for-profit corporations and charities governed by Part III of the Ontario Corporations Act (OCA) to make any changes to their letters patent/supplementary letters patent, by-laws and special resolutions to ensure that such documents do not conflict with the ONCA. After the three-year transition period, any provisions in letters patent/supplementary letters patent, by-laws or special resolutions that are inconsistent with the ONCA (with a few limited exceptions) will be deemed to be amended to comply with the ONCA.
Why would an organization spend time reviewing and amending their governing documents if the ONCA will automatically apply? Although appealing, letting the deemed provisions automatically apply will not be satisfactory for many organizations. This inaction can lead to confusion regarding the interpretation of the letters patent and by-laws, which can in turn, among other things, result in improperly held meetings and invalid corporate decision making. It may also result in other challenges with ongoing government filings.
Given the above, we strongly recommend being proactive prior to the transition deadline. If that is not possible, steps should be taken to update documents as soon as practicable. For more details on preparing for the ONCA transition, click here.
BLG’s ONCA series
To assist in considering the impact of the ONCA on your organization, BLG has prepared a series of articles that will be linked below as they are released.
If you have any questions about the transition process or would like to learn more about the ONCA, please email any of the authors or key contacts listed below, or any other member of our Charities & Not-For-Profit group.
