Proclamation period extended for Ontario’s Not-for-Profit Corporations Act

October 26, 2020 | Karima Kanani, Meg Berkovitz (née Spevak)

The Ontario Not-for-Profit Corporations Act, 2010 (“ONCA”) was passed in 2010 but is not yet in force.   The Ministry of Government and Consumer Services had previously indicated a potential ONCA launch date in 2020, however the Ontario Legislative Assembly has passed a resolution extending the proclamation period for the ONCA until December 31, 2021.

Without the resolution from the Legislative Assembly extending the proclamation period, the ONCA would have been repealed on December 31, 2020.  Ontario’s Legislation Act, 2006 requires the Attorney General to annually table in the Legislature a report listing all unproclaimed Acts that were enacted nine years or more before December 31 of the preceding calendar year and which remain unproclaimed on that date. An Act listed in this report is automatically repealed on December 31 of the calendar year in which the report is tabled unless it comes into force on or before December 31 of that calendar year; or during that calendar year, the Legislative Assembly adopts a resolution that it not be repealed.

In September 2020 Motion 89 was brought forward and the Legislative Assembly resolved that the ONCA will not be repealed with the exception of certain notable and significant terms of the ONCA which will be repealed as of December 31, 2020, namely the provisions relating to certain voting rights of non-voting class members.

Until the proclamation of the Lieutenant Governor that the ONCA shall come into force, the Ontario Corporations Act continues to govern Ontario not-for-profit corporations.  Once the ONCA comes into force, not-for-profit corporations incorporated in Ontario will have a three-year transition period to make necessary changes to their governing documents.

Miller Thomson’s Health Industry Group will continue to keep you apprised of updates related to the ONCA. Contact us to learn more about our Health Industry Governance Programs and to register for our Coffee Talk Board of Directors Seminar Series.

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