ARTICLE
20 May 2022

ONCA Fast Facts: Records And Registers

MT
Miller Thomson LLP

Contributor

Miller Thomson LLP (“Miller Thomson”) is a national business law firm with approximately 500 lawyers across 5 provinces in Canada. The firm offers a full range of services in litigation and disputes, and provides business law expertise in mergers and acquisitions, corporate finance and securities, financial services, tax, restructuring and insolvency, trade, real estate, labour and employment as well as a host of other specialty areas. Clients rely on Miller Thomson lawyers to provide practical advice and exceptional value. Miller Thomson offices are located in Vancouver, Calgary, Edmonton, Regina, Saskatoon, London, Waterloo Region, Toronto, Vaughan and Montréal. For more information, visit millerthomson.com. Follow us on X and LinkedIn to read our insights on the latest legal and business developments.
In October 2021, Ontario's Not-for-Profit Corporations Act, 2010 ("ONCA") came into force. Not-for-profit corporations in Ontario have three years to transition their governing documents to conform with ONCA.
Canada Corporate/Commercial Law

In October 2021, Ontario's Not-for-Profit Corporations Act, 2010 (“ONCA”) came into force. Not-for-profit corporations in Ontario have three years to transition their governing documents to conform with ONCA. Our ONCA Fast Facts series explores what is new and different in ONCA. This week we look at the requirements for records and registers.

ONCA requires a corporation to prepare and maintain records containing:

  • the corporation's articles and by-laws, and amendments to them;
  • the minutes of meetings of the members and of any committee of members;
  • the resolutions of the members and of any committee of members;
  • the minutes of meetings of the directors and of any committee of directors;
  • the resolutions of the directors and of any committee of directors;
  • a register of directors;
  • a register of officers;
  • a register of members;
  • accounting records adequate to enable the directors to ascertain the financial position of the corporation with reasonable accuracy on a quarterly basis; and
  • a register of ownership interests in land.

ONCA Regulation 395/21 prescribes specific information to be included in the registers, such as the names of current and former (in the last 6 years) members, directors and officers, together with the dates on which they commenced and ceased service, addresses for service, and emails for those who have consented to accept information/documents by electronic means. The ownership in land register is to identify each property owned by the corporation, together with the date of acquisition/disposition, and copies of deeds, transfers or similar documents with respect to each property.

ONCA provides that all registers and other records to be prepared and maintained by a corporation may be in any form, provided that the records are capable of being reproduced in intelligible written form within a reasonable time. A corporation must keep its records at the corporation's registered office unless otherwise permitted under section 93 of ONCA depending on the nature of the record. All records must be open to inspection by the directors during the corporation's regular office hours. Members, their attorney, or a creditor of a corporation may also access records, other than the resolutions and minutes of meetings of directors and accounting records, during the corporation's regular office hours.

Corporations are advised to consult ONCA and update their records and registers to meet new requirements. To support your organization, you may access our Miller Thomson LLP ONCA Registers Checklist (PDF).

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.

Mondaq uses cookies on this website. By using our website you agree to our use of cookies as set out in our Privacy Policy.

Learn More