{"id":32738,"date":"2021-10-15T16:09:52","date_gmt":"2021-10-15T20:09:52","guid":{"rendered":"https:\/\/www.cccc.org\/news_blogs\/?p=32738"},"modified":"2021-10-15T16:09:56","modified_gmt":"2021-10-15T20:09:56","slug":"blog-post-onca-is-almost-here","status":"publish","type":"post","link":"https:\/\/cccc.org\/news_blogs\/legal\/2021\/10\/15\/blog-post-onca-is-almost-here\/","title":{"rendered":"Blog Post: ONCA is Almost Here!"},"content":{"rendered":"\n

On October 19 the Ontario Not-for-Profit Corporations Act <\/em>(\u201cONCA\u201d) comes into force.<\/p>\n\n\n\n

ONCA<\/h2>\n\n\n\n

This is a reminder that ONCA will come into force in just a few days. As we mentioned in our previous ONCA blog post<\/a>, there are a few key components you should know about.<\/p>\n\n\n\n

Terminology:<\/strong> <\/strong>all Ontario corporations that are registered charities are called public benefit corporations<\/p>\n\n\n\n

Directors:<\/strong> there is a minimum of 3 and charities can have either a fixed number or a range<\/p>\n\n\n\n

Members:<\/strong> <\/strong>membership classes must be in the articles; membership conditions must be in the bylaws; greater member access to financial records<\/p>\n\n\n\n

Audits:<\/strong> there is a lowered threshold for requiring audited financial statements; can substitute a review engagement with an extraordinary resolution with annual revenues of less than $500,000<\/p>\n\n\n\n

Directors:<\/strong> sets out a statutory duty of care and a due diligence and good faith reliance defence; specific requirements to report a conflict of interest<\/p>\n\n\n\n

Transition:<\/strong> You have three years to transition to the new ONCA rules, so there is still lots of time to make any necessary changes.<\/p>\n\n\n\n

For more, check out our ONCA Resource Page<\/a> in the Knowledge Base<\/a>.<\/p>\n\n\n\n

If you rely on the Not-For-Profit Incorporator\u2019s Handbook<\/a>, be cautious as it hasn\u2019t yet been updated in light of ONCA.<\/p>\n\n\n\n

Ontario Business Registry<\/h2>\n\n\n\n

ONCA\u2019s coming into force coincides with the launch of the new Ontario Business Registry<\/a> (OBR). The OBR will facilitate 90+ different transactions, including registering new corporations and dissolving existing ones. The new Registry system means that<\/a> \u201cfor 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.\u201d If you don\u2019t already have one set up, you\u2019ll need your ONe-key ID<\/a> and ServiceOntario account information to access the OBR.<\/p>\n\n\n\n

NO TRANSACTIONS OCTOBER 18<\/h4>\n\n\n\n

The current Ontario Business Information System will be taken offline to migrate data into the new OBR. On October 18, you should be able to do searches in the old system but won\u2019t be able to do any transactions, like new incorporations.<\/p>\n\n\n\n

COMPANY KEY<\/h4>\n\n\n\n

If your organization is already incorporated you will need a Company Key to access your organization\u2019s profile in the OBR. This is your charity\u2019s PIN for the OBR system. When the OBR goes live on Tuesday October 19, you\u2019ll be able to request your Company Key using the \u201cCompany Key request form\u201d at Ontario.ca\/BusinessRegistry<\/a><\/p>\n\n\n\n

It\u2019s important that you check your registered office address to make sure it\u2019s up to date. Your Company Key will be mailed to that address.<\/p>\n\n\n\n

ANNUAL RETURNS<\/h4>\n\n\n\n

As we explained in an earlier blog post<\/a>, corporations whose annual returns were due May 15, 2021 \u2013 October 18, 2021 were exempt. Once OBR launches on October 19, corporations with an annual return due on or after October 19 must file their annual returns.<\/p>\n\n\n\n

Ontario Public Guardian & Trustee<\/h2>\n\n\n\n

You might be wondering what\u2019s happening with the Ontario Public Guardian and Trustee (OPGT) and its role in light of the Ontario Business Registry. The OPGT has published a short FAQ document posted below to clarify its involvement.<\/p>\n\n\n\n