Reforming the Ontario Corporations Act
The Ministry of Government Services is undertaking a project to review and reform the Ontario Corporations Act (CA). The purpose of the project is to develop a new legal framework to govern the structure and activities of charities and not-for-profit corporations. The purpose of this discussion paper is to invite comments and suggestions from stakeholders and from the public regarding the reform of this important legislation. Additional discussion papers will be released in the future to generate feedback on more specific issues. The Ministry intends to use the results of these consultations to develop new not-for-profit legislation.
The current Corporations Act provides the statutory framework governing the creation, governance and dissolution of not-for-profit corporations, including charitable corporations. In addition, it provides the legislation under which insurance companies in Ontario are incorporated and find their basic corporate governance rules. It should be noted that the CA is an organizational statute, and not a regulatory statute. In other words, enforcement of the rights and duties under the statute lies primarily with the corporation, its directors and its members. Hence, the focus of this consultation is not on the regulation of charitable or other not-for-profit corporations.
This paper requests comments on broad issues relating to new not-for-profit legislation, including the following:
- Structure of a new not-for-profit Act
- Incorporation process
- Definition of not-for-profit corporation
- Classification system
- Corporate powers and capacity
- Other issues: directors’ liability, financial disclosure, members’ remedies.
The ministry has provided some background material and some questions for consideration in the consultation document. We invite your input, views and feedback on the issues it outlines.
Respondents are not restricted to consideration of only the questions identified in the document. Please feel free to share any viewpoints and other perspectives that you feel are appropriate.
To access a PDF version of the consultation document, please click here
Please respond by September 30, 2007 electronically or in writing, to:
Corporations Act Modernization
Ministry of Government Services
Policy Branch
777 Bay Street
5th Floor – Suite 501
Toronto, ON M7A 2J3
(416) 326-8877
Email: business.law@ontario.ca
Note: The above documents are available in Acrobat (*PDF) format. To view PDF format files, you need to have Adobe Acrobat® Reader installed on your computer. You can download this free software from the Adobe website.
All materials or comments received from organizations will be considered public information and may be used and disclosed by the ministry to assist the ministry in evaluating and revising the posted regulations. This may involve disclosing materials or comments, or summaries of them, to other interested parties during and after this process.
An individual who provides materials or comments and who indicates an affiliation with an organization will be considered to have submitted those comments or materials on behalf of the organization so identified.
Materials or comments received from individuals who do not indicate affiliations with organizations will not be considered public information unless expressly stated otherwise by the individual. However, materials or comments provided by individuals may be used and disclosed by the ministry to assist in evaluating and revising the posted regulations. Personal information, such as an individual’s name and contact details, will not be disclosed by the ministry unless required by law.
If you have any questions about the collection of this information, you can contact:
The Freedom of Information and Privacy Coordinator,
Ministry of Government Services,
416-326-8470.
