Canada: Bill 85 Proposes Amendments To The Ontario Not-For-Profit Corporations Act And Other Corporate Statutes

Last Updated: July 19 2013
Article by Kathryn L. Beck

On June 5, 2013, the Minister of Consumer Services introduced Bill 85, the Companies Statute Law Amendment Act, 2013 ("Bill 85").  The more substantive amendments proposed relate to the Not-for-Profit Corporations Act, 2010 (Ontario) (the "ONCA"), which has been enacted but not yet proclaimed. In particular, the Bill proposes to clarify certain matters under the ONCA relating to class voting rights for non-voting members, the process for transition to the new Act, approval requirements for continuance of share-capital corporations with social objects that are currently governed by the Ontario Corporations Act, and other changes.

In addition, Bill 85 contemplates consequential amendments to 79 other Acts to update references to the ONCA and also contains numerous other housekeeping and other minor amendments to various other statutes.

At this time, Bill 85 has only passed first reading so it is possible that further amendments will be made as the Bill progresses. We will keep you apprised as the Bill progresses.

Key Changes Proposed with Respect to the ONCA

Delay in the Extension of Voting Rights to Non-Voting Members for at Least 3 Years

In order to address concerns raised by the not-for-profit sector, the Government is proposing to delay the effective date of the provisions extending voting rights to non-voting members for certain fundamental decisions until at least 3 years after the ONCA begins to apply (now expected to be in early 2014).   Under the current wording, these voting rights would be effective immediately.

This delay would give more time for not-for-profit corporations with one or more non-voting classes of members to consider their options in light of this change.  Options that may be considered include: retaining, consolidating or removing non-voting classes. 

Updates to Transition Provisions

Bill 85 proposes to clarify previously enacted transition provisions of the ONCA.

The Bill would clarify that letters patent and other corporate constating documents, by-laws and special resolutions that were valid before the ONCA came into force, will, even if in conflict with the ONCA, continue to be valid until the end of the transition period.  The continued validity of conflicting provisions during the transition period was assumed but not clearly stated in the current wording.  The ONCA will continue to provide that at the end of the transition period, conflicting provisions in corporate governing documents will be deemed to be amended to the extent necessary to conform with all requirements of the ONCA.

The re-enacted transition provisions would also expressly require that, following proclamation of the ONCA, any amendments made to the by-laws and articles be made in conformity with the ONCA.  It is unclear, as presently drafted, whether this requirement would apply only to the particular provision(s) of the articles or by-laws that is / are proposed to be amended or to the entirety of these documents (e.g. whether a minor amendment to one provision in a corporation's general by-laws would necessitate amendments to all other non-conforming provisions in their by-laws).  As the Bill is only in first reading, this will hopefully be clarified in subsequent readings.

The Bill would also require all provisions that are currently in the by-laws or a special resolution, but which will be required by the ONCA to be added to the articles, be so added before the end of the transition period, failing which such provisions will become invalid.  The drafting of this provision is somewhat unclear.  Rather than invalidating offending provisions in by-laws and special resolutions, it would appear to be much clearer to simply require corporations to file articles of amendment before the end of the transition period to the extent that their current letters patent do not comply with requirements of the ONCA. Again, it is hoped that this provision will be clarified in subsequent readings of the Bill.

Requirement for Class Vote to Approve Continuance for Share-Capital Corporations with Social Objects 

The ONCA provides that share-capital corporations with wholly or partly social objects that are currently incorporated under the Corporations Act (Ontario) (the "OCA") will have 5 years to continue under the ONCA (as a non-share capital corporation), the Co-operative Corporations Act (as a co-operative) or the OBCA (as a share-capital corporation).  Bill 85 proposes to re-enact these continuance provisions to specify that any such continuance would need to be approved by special resolution of each class of shareholder by separate class vote.

Consents of Directors Must Be in Writing 

Directors' consents to serve as directors would be required to be in writing (this was previously not specified). 

Public Benefit Corporation $10,000 Threshold Can Be Amended by Regulation

Bill 85 would add flexibility by providing that the ONCA's current $10,000 threshold for defining non-charitable public benefit corporations can be updated in the future by regulation.

Other Changes

There are various housekeeping and other minor amendments proposed to the OBCA, the Business Names Act, the OCA, the Corporations Information Act, the Limited Partnerships Act and the ONCA, including:

  • Expanded regulation-making powers for the Minister and expanded powers and ability to delegate for the Director or Registrar under the statutes (e.g. to set required content of forms, requirements for the execution and methods of filing of documents, etc.).
  • Updates across all of the statutes to better reflect methods for electronic documentation and filing and to contemplate electronic signatures.  In addition, a common definition of "telephonic and electronic means" has been implemented across all of the Acts that will permit new forms of technology to be used without being specifically authorized by regulation.
  • Updates to the OBCA and the OCA to permit continuance to the ONCA for corporations with share capital.
  • Added sections to the OBCA and the ONCA which would authorize the Director to require that a directors' consent to serve as director be filed with the Director.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.