By Theresa L.M. Man

ONCA Transition Deadline

The three-year period for not-for-profit (NFP) corporations in Ontario to undertake an optional transition to the Ontario Not-for-Profit Corporations Act, 2010 (the “ONCA”) has now come and gone. As reported most recently in the September 2024 Charity & NFP Law Update, corporations were given until October 18, 2024, to transition to the ONCA by amending their letters patent (by adopting articles of amendment) and adopting ONCA-compliant by-laws. For those that did not undertake the transition as of October 19, 2024, any provisions in their letters patent, supplementary letters patent, by-laws, and special resolutions that were inconsistent with the ONCA (subject to a few exceptions listed in subsection 207(3) of the ONCA) are now deemed to be amended to comply with the ONCA.

Notwithstanding the deadline, which has now passed, those Ontario NFP corporations that did not transition by October 18, 2024, will not be dissolved or face any penalties. However, those corporations may find it difficult to operate with the automatic deeming mechanism going forward, as it may be confusing to determine which of the corporation’s provisions have been deemed to be amended. These corporations should still consider revising or updating their corporate documents in order to be fully compliant with the ONCA.

Ontario Publishes Guide on Filing Future Dated and/or Back-to-Back Articles for 2024 Year-End

The Ontario Ministry of Public and Business Service Delivery and Procurement recently released a guide for organizations preparing year-end filings through the Ontario Business Registry (“OBR”), entitled Filing Future Dated and/or Back-to-Back Articles for 2024 Year-End (the “Guide”). The Guide sets out details on various service delivery channels for submitting filings, both for entity owners as well as for service providers and intermediaries. Generally, filings can be done online, by mail, or via email, with processing times varying by submission method. The Guide also sets expectations regarding document effective dates and the submission of future dated and/or back-to-back articles during the year end period, as well as various scenarios involving future-dating documents and submitting back-to-back filings using days that fall on weekdays, weekends, and statutory holidays.

The Guide points out common deficiencies encountered with filing Articles of Continuance and Articles of Amalgamation, including uncertified supporting documents from other jurisdictions, incorrect Dates of Authorization, incorrect Ontario Corporation Numbers/amalgamating corporation names, incorrect schedules for the chosen Method of Amalgamation, and incorrect successor names.

Lastly, the Guide contains a helpful Questions and Answers section to address some more common concerns with submissions.

​Read the October 2024 Charity & NFP Law Update