Ontario's Not-for-Profit Corporations Act, 2010, S.O. 2010, c. 15(the "ONCA") came into force as of October 19, 2021. Generally speaking, the ONCA applies automatically to all Ontario not-for-profit corporations. To confirm, the ONCA does not apply to not-for-profit corporations incorporated under the Canada Not-for-profit Corporations Act, S.C. 2009, c. 23.1
For greater context, Ontario's not-for-profit corporations were previously governed under the Corporations Act, R.S.O. 1990, c. C.38 (the "Corporations Act"). A three year transition period for not-for-profit corporations to complete the changes to their governing documents as required by the ONCA will come to an end on October 19, 2024. It is important to note that until that time the rules in the articles and by-laws of Ontario not-for-profit corporations previously governed by the Corporations Act will continue to be valid provided they were valid before the ONCA took effect.2
Given the approaching end of the above-referenced transition period on October 19, 2024, it is with each passing day becoming increasingly crucial for existing not-for-profit corporations in Ontario to devote time to assembling and reviewing their constating documents for the purposes of determining to what extent they comply with the provisions of the ONCA. In summary, these governing documents would include the not-for-profit corporation's articles (in the past called letters patent), by-laws, and any amendments to the articles and by-laws. Indeed, the ONCA applies regardless and the rules in the not-for-profit corporation's by-laws that do not comply with the ONCA will become invalid and be automatically replaced, subject to limited exceptions, by the relevant provisions of the ONCA to the extent of the non-compliance as of October 19, 2024.3
Accordingly, while existing not-for-profit corporations are not required to pass new by-laws as of the time the ONCA will apply to them, it is advisable for this to be done or to at least have the not-for-profit corporation's by-laws and other governing documents reviewed to avoid unintended consequences occurring with the end of the transition period.4 At SorbaraLAW, we can assist with the review and updating of your not-for-profit corporation's governing documents to this end for reasonable fees.
Legal Disclaimer: The above article is for informational purposes only. It does not constitute legal advice on any matter or create a solicitor-client relationship.
Footnotes
1 Ministry of Public and Business Service Delivery, "Guide to the Not-for-Profit Corporations Act, 2010" (October 23, 2023), online:
2 Community Legal Education Ontario – Ontario Nonprofit Network, "Step 2: When do I need to act?" (September 16, 2022), online:
3 Community Legal Education Ontario – Ontario Nonprofit Network, "If you don't update your nonprofit's documents" (August 30, 2023), online:
4 Ibid.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.