It is now old news that the Not-for-Profit
Corporations Act, 2010 ("ONCA")
received Royal Assent on October 25, 2010. Although more than 3
years have passed since then, the ONCA is still not in force.
Additional delays are now a certainty after the dissolution of the
Legislative Assembly on May 2, 2014 and the calling of a general
election in Ontario. Prior to the calling of the June 12, 2014
election, the ONCA was expected to come into force sometime in late
2014 or early 2015.
Bill 85, which was introduced in June 2013, would have amended
over 80 Ontario statutes, including the ONCA. According to the
Ontario Government, the ONCA was anticipated to come into force no
earlier than six months after the passage of Bill 85. When the
election was called, Bill 85 was being debated at second reading.
As a result, Bill 85 has died on the order paper. In order for the
ONCA to be proclaimed into force, the technical amendments provided
for in Bill 85 still need to be enacted. That means the Bill will
need to be reintroduced (and given a new number) and the
legislative process (beginning with first reading) started
If the time taken to lead Bill 85 through first and second
reading of the legislative process is any indication, the
reintroduction of the Bill and ensuing process, once a new
government is elected, likely will take several months. Whether or
not the ONCA will be a priority of the new government also remains
to be seen. Accordingly, it is not possible to identify a
definitive date, but it is likely that the ONCA will not be in
force until sometime later in 2015 or early 2016.
In addition, it appears that some groups in the not-for-profit
sector have been advocating for further amendments to what was Bill
85. It thus is possible that the new amending legislation will be
different than Bill 85, or that it will be further amended in
committee through the legislative process.
Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
While most are well aware that the sale of a business is generally a complex process, even sophisticated business owners are surprised by just how much cost and effort is required to complete the sale.
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