Has your not-for-profit missed the ONCA transition deadline?

Q: My Ontario not-for-profit corporation has missed the Oct. 18, 2024 deadline to transition to compliance with the Not-for-Profit Corporations Act (Ontario) (“ONCA”). What should I do?

As of Oct. 18, 2024, all Ontario not-for-profit corporations must comply with the ONCA, which implements a number of new requirements.

If your Ontario not-for-profit corporation has missed the transition deadline, there is no need for panic, but action should be taken sooner rather than later.

Q: What are the consequences of non-compliance with the ONCA?

Failing to meet the Oct. 18, 2024, deadline does not have any punitive consequences. Your corporation will not be fined, nor will it be dissolved involuntarily. However, your corporation’s letters patent and bylaws are deemed overridden by any mandatory provisions which might apply under the ONCA.

Therefore, if your corporation has not yet transitioned to comply with the ONCA, your bylaws and other governing documents will not be reflective of your corporation’s legal obligations. Steps should be taken to achieve compliance so this confusion can be avoided in the long run.

Q: What steps should be taken if my not-for-profit corporation is not yet ONCA compliant?

Your corporation’s letters patent and bylaws will need to be amended in order to comply with the ONCA. In doing this, mandatory provisions required by the ONCA must be applied. There are also several optional items which your corporation should consider and decide upon. Many of these optional provisions are designed to implement flexibility, and making the right decisions can help your corporation operate more efficiently moving forward.

We strongly recommend seeking legal advice if you’ve missed the Oct. 18, 2024 transition deadline to help your charity or not-for-profit corporation achieve ONCA compliance.

This article was originally published by The Hamilton Spectator.