Not-for-Profit Corporations Act, 2010 (Ontario): What is the Status?

The Not-for-profit Corporations Act, 2010 (Ontario) (the “ONCA“) received Royal Assent in October of 2010. I have been writing about the ONCA for the past 10 years. Unfortunately, as of the writing of this update at the beginning of December 2020, the ONCA is still not in force. This has been a concern as we moved through 2020. There is a rule in the Legislation Act (Ontario) that requires Ontario legislation to be proclaimed within 10 years of receiving Royal Assent or the legislation is automatically repealed.

Fortunately, the Ontario government introduced a motion in the legislature in September 2020 to preserve the ONCA. The motion sought to extend the period for proclamation by one year, resulting in a new sunset date for the ONCA of December 31, 2021. This motion was carried by the Ontario legislature on September 21, 2020; this gives the Ontario government more time to proclaim the ONCA.

Interestingly, specific sections of the ONCA are not included in the motion, which means that the specific sections of the ONCA not included in the motion will disappear from ONCA effective December 31, 2020. These sections relate to requirements to give a vote to non-voting members in certain situations and give a veto to different classes of members in certain situations. Their removal means non-voting members will not have a vote and different classes of members will not have veto over key corporate decisions.

The implementation of the ONCA is tied to the launch of a new business information and registration system (called the Ontario Business Registry). The Ontario government has advised that the ONCA and the new business registry are completely intertwined, such that the ONCA cannot come into force until the new business registry is active.

It is hoped that the new business registry becomes active very soon so that the not-for-profit sector in Ontario can finally utilize the modern corporate law regime over envisioned 10 years ago.

This article contains general information about certain legal and other related developments. It is not intended to be a complete statement of the law and is not a substitute for legal advice. To receive legal advice, you must speak with a lawyer. No part of this publication may be reproduced without the prior written permission of Kimberley A. Cunnington-Taylor.

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