Corporate

Running a Not-for-Profit in Ontario: The ONCA Basics

Ontario non-profit corporations operate under the ONCA. Here is what directors and members need to know.

Grand neoclassical building with columns against cloudy sky

Most Ontario not-for-profit corporations are governed by the Not-for-Profit Corporations Act, 2010 (ONCA), which came into force on October 19, 2021.

The short answer

An ONCA corporation needs articles, by-laws, directors who act honestly and in good faith, proper records, and an annual meeting of members. Corporations that existed before ONCA had until October 19, 2024 to update their documents, or the old provisions that conflict with ONCA are treated as amended.

Directors' duties

  • Act honestly and in good faith, in the corporation's best interests.
  • Use the care, diligence and skill of a reasonably prudent person.
  • Disclose conflicts of interest.

Members' rights

  • Vote at meetings, including on electing directors.
  • Receive financial statements.
  • Ask to see some records.

Key documents

  • Articles (incorporation, amendment or continuance)
  • By-laws setting out membership, meetings and governance
  • Registers of members and directors, and minutes

Annual obligations

  • An annual meeting of members
  • Financial statements (audit or review, depending on revenue)
  • Annual returns filed with the Ontario Business Registry

Charities

Registered charities also follow the federal Income Tax Act and CRA rules.

Get the basics right

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Clear by-laws and good records prevent most disputes between members and directors.

Talk to NEO

Running a small business? NEO helps with collections, customer and supplier disputes and Small Claims Court, and refers you to a lawyer where a matter needs one. Call 647-200-3526 or toll-free 888-519-2435, email info@neolegalservices.com, or book a free consultation.

Sources

Read next: Protecting Your Business Name: Trademarks vs Business Registration

General Ontario legal information, not legal advice for your matter, and reading it does not create a retainer. Sources checked 16 October 2026: check the current law, forms and dates before you act.

Photos from Unsplash: Grand neoclassical building with columns against cloudy sky · assorted-title book lot.

This article is general information for people in Ontario, not legal advice. Rules, forms and deadlines change, and every situation is different. Check the current rule or speak to a licensed legal professional before you act.

Not sure where you stand? A licensed paralegal can look at your documents and tell you your options.

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Law Society of Ontario — Barreau de l'Ontario
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