On August 17, the Ontario government announced that the Ontario Business Registry (OBR) will be launched on October 19, 2021 and the Not-for-Profit Corporations Act, 2010 (ONCA) will also be proclaimed into force on the same day. The ONCA received Royal Assent on October 25, 2010 but could not be brought into force until the launch of the OBR.
The OBR will enable not-for-profit corporations (together with for-profit corporations) that are registered, incorporated or licensed to carry on business in Ontario, to complete over 90 transactions online – such as registering new businesses, dissolving businesses and filings – representing a shift from the current method of submission (in person or by mail). This means that for the first time ever, Ontario not-for-profit corporations will be able to access an online government system for registrations and filings, saving them time and reducing duplication of paperwork. Until the OBR launches on October 19, 2021, corporations are exempted from the annual return filing requirement if their returns are due during this period.
Until the ONCA comes into force, the Corporations Act continues to govern not-for-profit corporations incorporated under the laws of Ontario. Once the ONCA is in force, such corporations will have a three-year transition period to make the necessary changes to conform their governing documents to the ONCA.
Regulations
The following regulations to ONCA have also been published:
- O. Reg. 393/21 (“Filings”) – which pertains to filings;
- O. Reg 394/21 (“Names and Filings”)– which sets out rules applicable to, among other things, corporate name, government forms and supporting documents;
- O. Reg. 395/21 (“General”) – which is the general regulation, and addresses, among other things corporate documents such as forms of proxy, registers and notices;
- O. Reg. 396/21 (“Corporations Sole – Application of Act and Regulations”) – which identifies the provisions of ONCA to which corporations sole are subject.
What to do between now and October 19
Corporations can sign-up now to receive more information on the OBR once it becomes available.
Given the importance of the ONCA to Ontario not-for-profit corporations, these corporations should stay abreast on updates as they become available and begin to take the necessary steps for their transition to the ONCA. The transition also affords such corporations an ideal opportunity to consider any other permitted structural or governance changes that have been under contemplation by their directors and members, that can be efficiently and cost effectively implemented at the same time. Our team at Fasken would be pleased to work with your organization as you prepare for the transition.
