Here’s a scene that’s played out thousands of times across Ontario in recent years. A board of directors sits down for their quarterly meeting. Somewhere on the agenda, someone mentions ONCA. There’s a pause. A few knowing looks. Someone says, “We really should deal with that.” Everyone agrees. And then the meeting moves on to the next item.
If that sounds familiar, you’re in good company. Numerous Ontario nonprofits and charities have not yet updated their governing documents to comply with the Ontario Not-for-Profit Corporations Act (ONCA). Some haven’t started. Some started and got stuck. Some are not entirely sure what ONCA requires in the first place.
I've been advising nonprofits and charities for over 33 years, and I can tell you: this is fixable, it is not as complicated as it looks, and the sooner you deal with it, the better you'll feel, and the healthier your organisation will be.
A Quick Refresher
ONCA replaced the old Ontario Corporations Act on October 19, 2021. The old law dated back to the 1950s and was badly out of date. ONCA modernises the rules for how nonprofits are structured, governed, and accountable to their members. It’s a better law, and it was needed.
Ontario gave every nonprofit a three-year transition period to update their documents. That deadline passed on October 18, 2024.
If your organisation was incorporated under the old Act and has not updated its articles and bylaws, you are now operating outside compliance. That doesn’t mean you’re in immediate danger, but it does mean you have a problem that is not going away on its own.
So What Actually Happens If You Haven’t Complied?
First, the reassuring part: your organisation will not be dissolved. Ontario didn’t follow the federal model, where nonprofits that missed the deadline could face dissolution. Your nonprofit still exists and can still operate.
Now the less reassuring part. Your old governing documents - your letters patent, your bylaws - are now overlaid by ONCA's default rules wherever the two conflict. What you end up with is a patchwork. Some provisions in your bylaws still apply. Some have been silently overridden by the new law. Your board members and staff may not know which rules are actually in effect.
That kind of uncertainty creates real risk. It creates potential liability for directors. And for registered charities, it can create complications with the Canada Revenue Agency, particularly if your articles contain outdated charitable purposes or if your governance does not align with ONCA's rules for public benefit corporations. Your current programs need to be in alignment with your stated purposes, what lawyers sometimes call "mission drift" is a real compliance concern.
What You Need to Do
The good news is that the process is straightforward once you have someone to walk you through it. Here is what it typically looks like:
Gather your documents. Pull out your letters patent, any supplementary letters patent, and your current bylaws. Many organisations haven’t looked at these in years, and that’s completely normal. Some have trouble finding them at all.
Review them against ONCA. We go through your documents line by line and identify what needs to change. Key items include the number of directors, membership classes and voting rights, how meetings are called and conducted, borrowing powers, and (for charities) whether your stated charitable purposes are in line with your current work and acceptable to CRA.
Prepare Articles of Amendment. Your old letters patent need to be replaced with articles that conform to ONCA, filed through the Ontario Business Registry. This is the formal legal step.
Update your bylaws. Technically, you aren’t required to pass new bylaws. But operating with bylaws that don’t reflect the law actually governing your organisation is a governance risk I wouldn’t recommend. Updated bylaws should address member meetings, membership discipline rules, board meetings, financial review requirements, indemnification of directors, and borrowing authority.
Get approval from your members and board. Both the Articles of Amendment and the new bylaws need to be approved. You can do this at a special meeting or fold it into your next annual general meeting. We help organisations prepare the resolutions and notices so the process runs smoothly.
Notify CRA if you are a registered charity. If your articles or purposes have changed, the Charities Directorate needs to be informed. This is a step that sometimes gets overlooked, and it matters.
A Word About Faith-Based Organisations
I spend a lot of my time working with churches, religious charities, and faith-based nonprofits. This is an area close to my heart. I served as in-house counsel for Christian organisations for many years before opening my practice, and I’ve published academic work on the intersection of charity law and religious freedom.
ONCA compliance raises particular questions for these groups that a general practitioner may not anticipate. Charitable purposes that reference religious objects need to be drafted carefully to satisfy both ONCA and CRA’s requirements. Membership structures in congregational settings can be complex, especially when the organisation’s founding documents reflect theological commitments about governance. Board structures may need to balance legal requirements with denominational expectations.
These are not problems. They are just areas where experience matters. If your faith-based organisation needs to work through its ONCA transition, I understand the context and can help you get it right.
The Honest Truth About Timing
I understand why this gets put off. Board members are volunteers. There is always something more pressing. ONCA compliance feels like paperwork, and nobody got into nonprofit work because they love paperwork.
But the longer you wait, the more decisions your board makes under a governance framework it may not fully understand. And if something goes wrong (a dispute, a disgruntled member, a CRA inquiry), the first question will be whether your organisation's governance is in order.
The process doesn’t need to be painful. Most organisations can work through it in a matter of weeks, not months. And once it’s done, you have the peace of mind of knowing your governance is solid, your documents are current, and your board can make decisions with confidence.
For a plain-language overview of the full transition process, visit our ONCA Transition FAQ. You can also learn more about our work with charities and nonprofits on our Charity & Non-Profit Law page.
If your organisation has been putting this off, I would be glad to have a conversation about where you stand and what needs to happen next. Give me a call at (705) 749-0628 or book a consultation.
Barry W. Bussey is the principal lawyer at Bussey Ainsworth in Peterborough, Ontario. He is a professional associate with the Canadian Centre for Christian Charities, is listed in the Nonprofit Law Ontario lawyer directory maintained by CLEO, and is the editor of The Status of Religion and the Public Benefit in Charity Law (Anthem Press, 2020). He has been advising charities and faith-based organisations for over 33 years.
This article is for general information only and does not constitute legal advice. Every situation is unique. Please consult with a lawyer before making decisions about your organisation’s governance or compliance.
