Proposed regulations to support proclamation of the Not-for-Profit Corporations Act, 2010
Bill or Act:
Not-for-Profit Corporations Act, 2010
Summary of Proposal:
Ontario has passed legislation to update rules for not-for-profit corporations in the Not-for-Profit Corporations Act, 2010 (ONCA), which is not yet in force. If and when it does come into force, ONCA would provide Ontario not-for-profit corporations with a modern legal framework to meet the needs of today's not-for-profit sector. It will set out how not-for-profit corporations are created, governed and dissolved.
Once it is in effect, ONCA will generally apply automatically to all Ontario not-for-profit corporations. Existing not-for-profit corporations will have a three-year transition period once ONCA comes into effect to make any necessary changes to their incorporating and other documents to bring them into conformity with ONCA.
The Ministry of Government and Consumer Services (the ministry) is seeking feedback on two proposed regulations that are required to support the proclamation of ONCA:
1. General Regulation
The proposed General Regulation under ONCA relates to technical matters, including:
• establishing specific standards for preparing and reporting on financial statements; and
• setting out requirements related to the form of proxy, including certain information that must be included in the form of proxy.
2. Corporations Sole Regulation
A "corporations sole" is a corporation constituted in a single person who, in right of some office or function, has corporate status. It does not have share capital and is created by a special Act. Unlike other not-for-profit corporations, corporations sole do not have boards of directors, officers, or members.
The proposed Corporations Sole Regulation sets out provisions of ONCA that apply to corporations sole, with modifications where necessary, including:
• The provision addressing conflict with other law in section 5 of ONCA; and
• The requirement in subsection 77(1), as modified, to require an auditor of a corporation sole to examine the financial statements as necessary to enable the auditor to report on them.
The ministry is also concurrently seeking feedback on 11 proposed regulations related to filing, recording, and searching requirements under a number of business law statutes, including a proposed ONCA Names and Filings Minister regulation. Please see the corresponding Regulatory Registry posting for those proposed regulations, titled "Proposed regulations to support proclamation of schedules, 6, 7 and 8 of the Cutting Unnecessary Red Tape Act, 2017 and the proclamation of the Not-For-Profit Corporations Act, 2010."
An individual who provides a response and indicates an affiliation with an organization will be considered to have submitted the response on behalf of that organization. Responses received from individuals who do not indicate an affiliation with an organization will not be considered to be public. Responses from individuals may be used and disclosed by the ministry to help evaluate and revise any future proposals. Any personal information such as an individual's name and contact details will not be disclosed by the ministry without the individual's prior consent unless required by law. If you have any questions about the collection of this information, please contact email@example.com.
Analysis of Regulatory Impact:
There are no new administrative costs or compliance costs associated with the Corporations Sole LGIC proposed regulation to support the proclamation of ONCA. The provisions of ONCA listed in the regulation to apply to corporations sole are meant to reduce burden / not unduly impede the efficient operation of corporations sole.
June 5, 2020
Comments Due Date:
June 22, 2020
Ministry of Government and Consumer Services
56 Wellesley St. W, 6th Floor