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Not-for-Profit Organizations: It’s Never the Wrong Time to Review

October 17, 2014 was the deadline for all federally incorporated not-for-profit corporations to have transitioned under the new Canada Not-for-profit Corporations Act. This process included replacing letters patent and by-laws with new charter documents and my personal experience proved this process to be relatively straight-forward and beneficial for a number of reasons, including requiring all applicable corporations to truly review and revise their corporate documentation to best suit their current needs. All in all, a positive endeavor.

Now, it may soon be time for all not-for-profit corporations incorporated under Ontario legislation to follow suit, and while it seems we will be given plenty of notice, it’s never too early to prepare.

What are some key points to keep in mind?

  • This change will occur once the Ontario Not-for-Profit Corporations Act, 2010 (ONCA) is brought into force
  • Existing corporations will have a three-year transition period once the ONCA is in force
  • Documents that may need to be reviewed and changed include letters patent and any supplementary letters patent, by-laws, and special resolutions

The Ontario government’s Ministry of Government and Consumer Services website provides some handy tools to assist the transition process and answer most general questions you may have (see The advice to consult a lawyer to assist with your corporation’s transition is sound; while you may only have to complete this process once, we will do it dozens of times for a variety of clients, allowing us to offer the advantage of familiarity with the process; a time-saver in and of itself!

No matter how you choose to go about it, once the ONCA is brought into force, all Ontario not-for-profit corporations will need to complete the transition within the time period prescribed, or risk dissolution. Until that time, it never hurts to review your corporation’s governing documents and ask yourself questions like: does the purpose still accurately describe our goals? Do the by-laws address all relevant issues and are we following them accordingly? Are the directors listed still the acting directors?

Don’t wait until legislation requires you to review. And stay tuned for updates regarding the new ONCA.


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