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.

Similar Articles
Relevancy Powered by MondaqAI
In association with
Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
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
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

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 or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq 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 of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions