ONCA transition is over: what boards do now

The Ontario Not-for-Profit Corporations Act (ONCA) was proclaimed on October 19, 2021. Ontario not-for-profits had three years — to October 18, 2024 — to bring their letters patent and bylaws into conformity with ONCA. That window has closed.

What happens to non-conforming charities

Charities and not-for-profits that did not update their letters patent and bylaws within the transition window do not automatically become non-compliant with ONCA, and they do not lose their corporate status. Instead, any provision of their governing documents that is inconsistent with ONCA is deemed to be amended to the extent necessary to comply with the Act. In effect:

• The bylaws still in force apply to the extent they are consistent with ONCA.
• Where they are inconsistent, the provision is treated as amended to conform to ONCA.
• The written documents no longer reflect the rules the organization is actually governed by.

The result is governance ambiguity: the bylaws say one thing, the deemed-amended rules say another, and any board decision relying on a provision as written is vulnerable to challenge.

Practical action list

For any Ontario charity or NPO that has not yet undertaken a full ONCA review:

1. Have a charity lawyer review your articles and bylaws against current ONCA. Several common areas of conflict:

   • Member voting rights (ONCA expanded these significantly).
   • Director qualifications and term limits.
   • Public benefit corporation classification (charities are PBCs by definition; non-charity NPOs may or may not be).
   • Audit and review thresholds (ONCA changed the thresholds — see below).
   • Notice periods and meeting procedures.

2. Confirm your audit/review obligations under ONCA. For public benefit corporations:

   • Audit generally required: annual revenue $500,000 or more.
   • Review engagement allowed instead of audit: annual revenue more than $100,000 and less than $500,000, if members pass the required extraordinary resolution.
   • Members may dispense with both audit and review at $100,000 or less, if members pass the required extraordinary resolution.

3. Update bylaws to remove conflicts and to add provisions ONCA permits but doesn’t default (e.g., classes of members, ex officio directors, special meeting procedures).

4. File any required updates with the Ontario Business Registry.

What changes for the financial function

For a CPA or bookkeeper supporting an Ontario charity:

• Confirm the engagement scope (audit vs review vs NTR) reflects current ONCA thresholds and the bylaws.
• Confirm member-class voting rights aren’t being assumed at AGMs in a way ONCA wouldn’t support.
• Review the public-benefit-corporation classification on the charity’s annual filings.

If your charity has not addressed ONCA conformance in the years since the transition closed, this is a board-level question to raise — not a deferral candidate. The risk is governance uncertainty, not statutory penalty, but governance uncertainty becomes a real problem the moment any board decision is challenged.