- ONCA applies automatically to most Ontario non-share capital corporations, including most registered charities.
- By-law provisions that conflict with ONCA are generally ineffective.
- Most ONCA corporations must file an annual return within six months of fiscal year end.
- A separate deadline of 18 October 2026 applies to share-capital corporations and social clubs. A corporation that has not continued under a new statute by that date is automatically dissolved, which is why the deadline matters rather than merely applies.
What changed and when
The Ontario Not-for-Profit Corporations Act came into force on 19 October 2021, replacing the old Corporations Act for non-share capital corporations.
It applied automatically. Organisations were given a transition period to bring their governing documents into line, and for most that period has passed.
The practical consequence is that ONCA now governs whether or not anything was updated. Provisions in old by-laws that conflict with the Act are generally ineffective, which means an organisation may be following rules that no longer apply.
The annual return
Every ONCA corporation must generally file an annual return within six months of its fiscal year end. For a 31 December year end, that is a mid-year deadline every year.
It is not the same as a tax filing and not the same as a charity information return, and organisations frequently assume one covers the other.
Missed filings accumulate quietly. They tend to surface during due diligence for a grant, a property transaction or a merger, at the point where they are most inconvenient.
The 2026 deadline that still applies
Share-capital corporations and social clubs incorporated under the old Corporations Act have until 18 October 2026 to continue under ONCA as a non-share capital corporation, under the Co-operative Corporations Act, or under the Business Corporations Act.
This is a narrower category than the general non-profit population, but organisations in it should not assume the deadlines they read about in 2024 were theirs.
What a by-law review looks at
Member classes and voting rights, which ONCA treats differently from the old Act and which is where contested votes usually founder.
Notice requirements for members’ meetings, and permitted methods of giving notice.
Quorum for both board and members’ meetings.
Director qualifications, terms and the removal process.
Conflict of interest procedures and rules on payments to directors.
Financial review requirements, which vary with revenue and with whether the corporation is a public benefit corporation.
Common questions
We missed the transition. What happens?
ONCA applies regardless. Conflicting by-law provisions are generally ineffective, and the sensible step is to bring the documents into line.
Does this apply to registered charities?
Most Ontario registered charities are incorporated as non-share capital corporations and are covered. Charitable status adds CRA obligations on top.
How often is the annual return due?
Generally within six months of fiscal year end, every year.
Do we need new by-laws or amendments?
It depends on what the current by-laws say. A review against the Act is how to find out.
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