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On October 19, 2021, Ontario is taking two significant steps toward the modernization of Ontario corporate law and services, one statutory and one procedural. These developments are of particular importance to not-for-profit corporations who have patiently awaited the arrival of a new statutory regime and simpler processes to complete their corporate filings.

Ontario’s Not-for-Profit Corporations Act, 2010 is now in force

After a lengthy wait, Ontario’s Not-for-Profit Corporations Act, 2010 (“ONCA”) comes into force today. Though ONCA received royal assent in 2010, its proclamation has been the subject of uncertainty and delays. The arrival of ONCA represents a transition to a modern statutory framework for Ontario not-for-profit corporations, which have long been governed by Ontario’s Corporations Act.

This milestone also means that provincially incorporated not-for-profit corporations will need to inform or remind themselves of their new requirements under ONCA. While a summary of legislative changes from the Corporations Act to ONCA will be the subject of a future article, not-for-profit corporations may be wondering whether they will need to take any steps now to be compliant with ONCA.

The letters patent of a not-for-profit corporation incorporated under the Corporations Act will become its articles under ONCA; however, a corporation will be required to update both its articles and by-laws, as necessary, to comply with ONCA. Fortunately, though many of ONCA’s provisions do take effect today, the statute includes as three-year transition period to allow corporations time to update their articles and by-laws.1 As these updates will take time to prepare and to obtain the necessary corporate approvals, not-for-profit corporations should ensure this process is well underway before the October 19, 2024 deadline.

If you have any questions regarding required changes to your articles and by-laws, please contact me or another member of our Business Law Group.

Launch of the Ontario Business Registry

Today also marks the launch of the new Ontario Business Registry (“OBR”), another welcome development making numerous government services available to businesses 24 hours a day, 365 days a year. OBR is an online system which will allow Ontario businesses (including not-for-profit corporations) to file forms and notices using OBR’s website, rather than having to visit Service Ontario in person or mail documents to the Ministry of Government and Consumer Services.

For example, users can access OBR to complete the following transactions (among many others):

  • update information concerning an Ontario corporation on record with the Ministry;
  • incorporate an Ontario business corporation;
  • continue a corporation from another jurisdiction as an Ontario business corporation;
  • incorporate an Ontario not-for-profit corporation;
  • register a business name for a sole proprietorship; and
  • register a firm name for a partnership.

The filings will be instantaneous, with users receiving transaction receipts by email. In addition, businesses may use OBR to receive automatic email reminders of upcoming filings deadlines (a helpful feature for small businesses or not-for-profit corporations that often lose track of such deadlines).

At least for now, however, OBR is not directly available to intermediaries such as law and accounting firms. While the Ontario government anticipates arranging direct access for such service providers in the future, in the meantime businesses may grant their law firm access to make filings on their behalf. At least initially, this access will be arranged by the business obtaining its company key through OBR (keys are not automatically sent out) and making the company key available to its law firm, while also assigning “delegated authority” to the law firm within OBR. If you have any questions concerning obtaining your company key, using OBR, or making any filings on behalf of your business, please contact me or another member of our Business Law Group.

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1 See section 207, ONCA.

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