Should You Incorporate Under ONCA or CNCA?
Thinking of starting a nonprofit or registering a charity in Ontario? One of the most important decisions is whether to incorporate under Ontario’s Not-for-Profit Corporations Act (ONCA) or the Canada Not-for-profit Corporations Act (CNCA).
As a dedicated charity law firm, we help organizations navigate nonprofit registration, charity compliance, and incorporation laws. Below, we break down the key differences between ONCA and CNCA so you can choose the right path to start a nonprofit or register a charity with confidence.
ONCA vs CNCA: Key Differences
| Feature |
ONCA (Ontario) |
CNCA (Federal) |
| Minimum Directors |
3 |
1 (non-soliciting) or 3 (soliciting) |
| Can Directors Be Employees? |
Yes, up to 1/3 for public benefit corporations (not for charities) |
Yes, depending on structure (not for charities) |
| Non-voting Members |
Cannot vote unless bylaws say otherwise |
Can vote on key decisions even if bylaws say otherwise |
| Financial Reporting |
Less strict |
More detailed; requires CPA filing |
| Ex-officio Directors |
Allowed |
Not allowed |
| Incorporation Address |
Must be in Ontario |
Anywhere in Canada |
| Need CPA to File? |
No |
Yes |
| Annual Filing |
Not required |
Required for soliciting corporations |
| Can Delay AGM? |
No |
Yes, with permission |
| What Happens if You Close? |
Assets go to a charity or public body |
Assets go to a qualified donee |
| Public Disclosure |
Basic: director names, address |
Extensive: bylaws, financials, articles |
| Extra Rules Apply To |
Public Benefit Corporations |
Soliciting Corporations |
Can You Incorporate Under Both?
No. A nonprofit must choose either ONCA (provincial) or CNCA (federal)—not both. However, you can switch from one to the other later if needed.
When Is ONCA Required?
Some organizations must incorporate under ONCA—for example, Ontario hospitals and nonprofits receiving funding from the Ontario government.
Already Incorporated?
The law you incorporated under (ONCA or CNCA) determines your legal obligations. You don’t need to switch unless there’s a specific reason.
Operating Outside Ontario?
You can incorporate in Ontario under ONCA and still operate or fundraise in other provinces. But you’ll need to follow each province’s local laws, which may include nonprofit registration.
Need Help to Start a Nonprofit or Register a Charity?
Our experienced charity lawyers make the nonprofit registration process simple, clear, and compliant. Whether you're starting a new nonprofit, incorporating federally or provincially, or applying for charitable status, our team can help.
We specialize exclusively in charity law, helping founders across Ontario and Canada start a nonprofit, register a charity, and stay compliant every step of the way.
Contact our charity law firm today to get trusted legal advice tailored to your organization’s goals.
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