Not-for-Profit Corporations Act, 2010, S.O. 2010, c. 15

• Jurisdiction: Ontario

Not-for-Profit Corporations Act, 2010

S.O. 2010, CHAPTER 15

Consolidation Period: From October 1, 2023 to the e-Laws currency date.

Last amendment: 2023, c. 9, Sched. 22.

CONTENTS

PART I
INTERPRETATION, APPLICATION and Administration

Definitions

1 (1) In this Act,

“affairs” means the relationships among a corporation, its affiliates and the members, directors and officers of a corporation and its affiliates, but does not include the activities carried on by a corporation and its affiliates; (“affaires internes”)

“affiliate” means an affiliated body corporate within the meaning of subsection 3 (3); (“membre du même groupe”)

“articles” means any instrument that incorporates a corporation or modifies its incorporating instrument, including articles of incorporation, restated articles of incorporation, articles of amendment, articles of amalgamation, articles of arrangement, articles of continuance, articles of dissolution, articles of reorganization, articles of revival, letters patent, supplementary letters patent or a special Act; (“statuts”)

“auditor” includes a partnership of auditors or an auditor that is incorporated; (“vérificateur”)

“body corporate” means any body corporate, with or without share capital and whether or not this Act applies to it; (“personne morale”)

“certified copy” means,

(a) in relation to a document of a corporation, a copy of the document certified to be a true copy by an officer of the corporation,

(b) in relation to a document issued by the court, a copy of the document certified to be a true copy under the seal of the court and signed by the registrar of the court,

(c) in relation to a document in the custody of the Director, a copy of the document certified to be a true copy by the Director and signed by the Director or by a public servant employed under Part III of the Public Service of Ontario Act, 2006 and designated by the regulations; (“copie certifiée conforme”)

“charitable corporation” means a corporation incorporated for the relief of poverty, the advancement of education, the advancement of religion or other charitable purpose, and “non-charitable corporation” means a corporation that is not a charitable corporation; (“organisation caritative”, “organisation non caritative”)

“corporation” means a body corporate without share capital to which this Act applies; (“organisation”)

“court” means the Superior Court of Justice except where the context requires otherwise; (“tribunal”)

“day” means a clear day; (“jour”)

“debt obligation” means a bond, debenture, note or other similar obligation or guarantee of such an obligation of a body corporate, whether secured or unsecured; (“titre de créance”)

“Director” means the Director appointed under section 6; (“directeur”)

“director” means an individual occupying the position of director of a corporation by whatever name he or she is called; (“administrateur”)

“electronic signature” means an identifying mark or process that is,

(a) created or communicated using telephonic or electronic means,

(b) attached to or associated with a document or other information, and

(c) made or adopted by a person to associate the person with the document or other information, as the case may be; (“signature électronique”)

“endorse” includes,

(a) imprinting a stamp on the face of articles or other document sent to the Director, and

(b) electronically producing an equivalent to a stamp in respect of articles or other documents sent to the Director; (“produire”)

“financial year”, in respect of a corporation, means the annual period that the corporation establishes for accounting purposes; (“exercice”)

“incorporator” means a person who signs or otherwise authorizes articles of incorporation; (“fondateur”)

“individual” means a natural person, other than a natural person in his or her capacity as trustee, executor, administrator or other legal representative; (“particulier”)

“liability” includes a debt of a corporation arising under subsection 187 (25); (“passif”)

“Minister” means the member of the Executive Council to whom responsibility for the administration of this Act is assigned or transferred under the Executive Council Act; (“ministre”)

“officer”, in respect of a corporation, means an officer of the corporation appointed under clause 42 (1) (a), including,

(a) the chair of the board of directors of the corporation and a vice-chair of the board of directors of the corporation,

(b) the president, a vice-president, the secretary, an assistant secretary, the treasurer, an assistant treasurer and the general manager of the corporation, and

(c) any other individual who performs functions for the corporation similar to those normally performed by an individual listed in clause (a) or (b); (“dirigeant”)

“ordinary resolution” means a resolution that,

(a) is submitted to a meeting of the members of a corporation and passed at the meeting, with or without amendment, by at least a majority of the votes cast, or

(b) is consented to by each member of the corporation entitled to vote at a meeting of the members of the corporation or the member’s attorney; (“résolution ordinaire”)

“person” includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate and a natural person in his or her capacity as trustee, executor, administrator, or other legal representative; (“personne”)

“prescribed” means prescribed by the regulations made under this Act; (“prescrit”)

“public benefit corporation” means,

(a) a charitable corporation, or

(b) a non-charitable corporation that receives more than $10,000 or other prescribed amount in a financial year,

(i) in the form of donations or gifts from persons who are not members, directors, officers or employees of the corporation, or

(ii) in the form of grants or similar financial assistance from the federal government or a provincial or municipal government or an agency of any such government; (“organisation d’intérêt public”)

“registered office” means the registered office of a corporation at the address set out in its articles or as specified in the notice or return most recently filed by the corporation under the Corporations Information Act, whichever is more current; (“siège”)

“regulations” means the regulations made under this Act; (“règlements”)

“special resolution” means a resolution that,

(a) is submitted to a special meeting of the members of a corporation duly called for the purpose of considering the resolution and passed at the meeting, with or without amendment, by at least two-thirds of the votes cast, or

(b) consented to by each member of the corporation entitled to vote at a meeting of the members of the corporation or the member’s attorney; (“résolution extraordinaire”)

“spouse” means a person to whom the person is married or with whom the person is living in a conjugal relationship outside marriage; (“conjoint”)

“telephonic or electronic means” means any means that uses the telephone or any other electronic or other technological means to transmit information or data, including telephone calls, voice mail, fax, email, an automated touch-tone telephone system, computer or computer networks. (“moyen de communication téléphonique ou électronique”) 2010. c. 15, s. 1 (1); 2016, c. 23, s. 60; 2017, c. 20, Sched. 8, s. 1 (1-8); 2023, c. 9, Sched. 22, s. 1.

Deeming re public benefit corporation

(2) Despite the definition of “public benefit corporation” in subsection (1), if a non-charitable corporation that is not a public benefit corporation at the beginning of a financial year receives donations, gifts, grants or similar financial assistance as described in that definition in that financial year,

(a) the non-charitable corporation is deemed to not be a public benefit corporation in that financial year; and

(b) the non-charitable corporation is deemed to be a public benefit corporation in the next financial year, as of the date of the first annual meeting of members in that next financial year. 2010, c. 15, s. 1 (2).

Predecessor Act

(3) In this or any other Act, a reference to a predecessor of the Not-for-Profit Corporations Act, 2010 is a reference to the Corporations Act, and any predecessor of the Corporations Act, as they applied to a body corporate without share capital that was not governed by Part V of the Corporations Act or any predecessor of Part V of the Corporations Act. 2017, c. 20, Sched. 8, s. 1 (9).

Section Amendments with date in force (d/m/y)

2016, c. 23, s. 60 (1-3) - 19/10/2021

2017, c. 20, Sched. 8, s. 1 (1-9) - 19/10/2021

2023, c. 9, Sched. 22, s. 1 - 01/10/2023

Interpretation re period of days

2 In this Act, a period of days is deemed to commence on the day following the event that began the period and is deemed to terminate at midnight of the last day of the period, except that if the last day of the period falls on a holiday, the period terminates at midnight of the next day that is not a holiday. 2010, c. 15, s. 2.

Interpretation re corporate relationships

Subsidiary body corporate

3 (1) For the purposes of this Act, a body corporate is deemed to be a subsidiary of another body corporate if, but only if,

(a) it is controlled by,

(i) that other body corporate,

(ii) that other body corporate and one or more bodies corporate each of which is controlled by that other body corporate, or

(iii) two or more bodies corporate each of which is controlled by that other body corporate; or

(b) it is a subsidiary of a body corporate that is that other body corporate’s subsidiary. 2010, c. 15, s. 3 (1).

Holding body corporate

(2) For the purposes of this Act, a body corporate is deemed to be another body corporate’s holding body corporate if, but only if, that other body corporate is its subsidiary. 2010, c. 15, s. 3 (2).

Affiliated body corporate

(3) For the purposes of this Act, one...