The Not-for-Profit Corporations Act – Information for Directors and Officers

Under the new Act Directors and Officers will be:

  • held accountable through a statutory duty of care which holds them to a higher standard to act in good faith and in the best interests of the organization
  • better protected from personal liability.

Existing not-for-profit corporations:

  • will have three years after the new Act comes into force to amend their letters patent, by-laws and special resolutions to conform with the new Act
  • at the end of the three years, these documents will be deemed to be amended to conform with the requirements of the new Act
  • the new Act does not require existing not-for-profit corporations to file articles of continuance.

Organizations not currently incorporated may choose to incorporate under the current Act or wait until the new Act comes into force. This decision may depend on a number of factors, such as:

  • whether the organization intends to purchase real property
  • whether it needs incorporation to receive grants from government or other donors
  • the need to limit liability for its members and directors.

If an organization chooses to incorporate under the current Act, it will be subject to the new Act once it comes into force.

Learn more:

  • The Not-for-Profit Incorporator’s Handbook provides information on the nature of a not-for-profit corporation and guidelines on how to incorporate under the current Corporations Act. It will be updated when the new Act comes into force.
  • ServiceOntario is responsible for incorporating not-for-profit corporations in Ontario under the current Corporations Act and will continue to be responsible for incorporations when the new Act comes into force. For information about how to incorporate under the Corporations Act, please visit ServiceOntario.
  • The Partnership Project report provides a plan on ways the government can be more responsive and supportive to not-for-profit organizations.

If you have specific questions about the impact of the new Act on your organization please consult your lawyer. You may wish to contact the Lawyer Referral Service at 1-800-268-8326 which provides up to one half-hour free legal consultation.

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