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Ontario Not-for-Profit Corporations Act (ONCA) | Are You Compliant?

The Ontario Not-for-Profit Corporations Act (ONCA), proclaimed on October 19, 2021, introduces significant changes affecting nonprofits in Ontario:

Overview of ONCA

1) Effective Date: The ONCA became effective on October 19, 2021.

2) Key Changes: These include requirements for audits, members’ rights, the number of directors, and the introduction of the Ontario Business Registry (OBR) for online filings.

3) Transition Period: Existing Ontario not-for-profit corporations, which were previously governed under the Ontario Corporations Act (OCA), have been given a three-year transition period, starting from October 19, 2021, to align their governing documents with the new requirements of the ONCA. Ontario Non-profits are expected to make any necessary changes to their articles and bylaws to comply with the new regulation by October 18, 2024.

Public Benefit Corporations (PBCs)

1) Definition: A nonprofit is a PBC if it’s a charity or received more than $10,000 in the previous financial year from public sources, including government grants or donations from non-members.

2) Special Rules for PBCs: PBCs have specific rules regarding financial review and reporting, as well as restrictions on the distribution of assets upon dissolution. Charitable PBCs cannot have directors who are employees, except under special circumstances. Non-charitable PBCs are limited to one-third of their directors being employees or ex-officio directors.

Financial Requirements

1) Access to Financial Statements: Members can request and must be provided access to the nonprofit’s financial statements and auditor’s report.

2) Audit Requirements: The need for an audit depends on whether the organization is a PBC and its annual revenue. For instance, PBCs with annual revenue over $500,000 must have an audit, while those with lesser revenue can opt for a review engagement or, in some cases, pass a resolution to forgo both. Non-PBCs have more flexibility in opting out of audits and review engagements.

3) Extraordinary Resolutions: Decisions about audits can be made through an extraordinary resolution, which requires either an 80% favourable vote at the annual meeting or a unanimous written agreement from all members.

The review engagement process

From Rules for not-for-profit and charitable corporations (click here)

ONCA introduces a new process for reviewing a corporation’s financial records called the “review engagement.” This new process is less extensive than an audit and, as a result, generally less expensive.

Whether or not your corporation can use a review engagement instead of an audit or waive an audit and review engagement will depend on its revenue per financial year and whether or not it is a public benefit corporation. The following chart summarizes what type of financial review your corporation may need.

Type Of Corporation	Amount of Revenue Per Financial Year	Type of Financial Review
Public Benefit Corporation	$100,000 or less	Waive*
Public Benefit Corporation	More than $100,000, but less than $500,000	Review engagement*
Public Benefit Corporation	$500,000 or more	Audit
Non-Public Benefit Corporation	$500,000 or less	Waive*
Non-Public Benefit Corporation	More than $500,000	Review engagement*

*Approval to waive an audit or to waive both an audit and review engagement requires an extraordinary resolution, which is approval from at least 80 per cent of the votes cast at a special members’ meeting where there are enough members to take a vote or if all voting members consent in writing.

We emphasize the importance of reviewing your current structures and financial reporting practices to ensure compliance with the new regulations. The deadline is October 18, 2024, for updating your governing documents as per ONCA’s requirements. For details or more resources to help learn more about ONCA please go to https://www.ontario.ca/page/rules-not-profit-and-charitable-corporations.