Ontario guide · Corporation types

OBCA and ONCA corporations: what's different about the records

Ontario has two main statutes for corporations. Business corporations are governed by the Business Corporations Act (OBCA). Not-for-profit corporations, including most charities and associations, are governed by the Not-for-Profit Corporations Act, 2010 (ONCA), which came into force in October 2021.

5 min read · Updated October 23, 2026

Owners: shareholders or members

An OBCA corporation is owned by its shareholders and keeps a securities register showing who holds which shares. An ONCA corporation has no shares. It has members, and keeps a register of members with each member's name, address and class of membership.

Directors

A private OBCA corporation can have a single director. An ONCA corporation needs at least three. In both, directors must consent to act in writing, and changes are reported to the province by notice of change.

Annual meetings and audits

Both hold an annual meeting or pass written resolutions in its place. Under the OBCA, all shareholders can consent to skip the audit (section 148). Under the ONCA, the options depend on the corporation's annual revenue and whether it's a public benefit corporation. Members can, by extraordinary resolution, choose a review engagement instead of an audit, or in some cases neither (section 76).

The transition to the ONCA

Not-for-profits incorporated under the old Corporations Act had until October 19, 2024 to update their letters patent and by-laws to match the ONCA. Provisions that weren't updated are now read as amended to comply. If yours didn't transition, it's worth reviewing the by-laws with a lawyer.

Common questions

Does an ONCA corporation keep an ISC register?

The ISC register requirement is in the OBCA, so it applies to business corporations. Not-for-profits keep a members register instead.

Can I switch a corporation from OBCA to ONCA?

Not by changing a setting. A business corporation and a not-for-profit are different legal forms. Speak to a lawyer if the corporation's purpose has changed.

Related in Carta

Not-for-profits (ONCA)A members register and ONCA documents instead of a shareholder ledger.Corporate registersDirectors, shareholders, stated capital, debt and land, kept as registers rather than spreadsheets.Compliance remindersYour annual return date and the obligations that apply to your corporation.What an Ontario corporation's minute book has to containThe records section 140 of the OBCA requires, and where they have to be kept.Filing the Ontario annual returnThe yearly filing with the Ontario Business Registry: when it's due and what you need.

Keep your minute book in Carta

Registers, resolutions, documents and the annual paperwork for your Ontario corporation, in one place. Organizations created during the open beta keep a free perpetual license.

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General information about Ontario law, not legal advice. Check your situation with a lawyer or accountant.

Sources: Business Corporations Act (Ontario), R.S.O. 1990, c. B.16; Not-for-Profit Corporations Act, 2010, S.O. 2010, c. 15.