Many groups are operating under the impression that they are an Ontario corporation when in fact they were never actually incorporated as an Ontario, Federal or other provincial corporation.  These types of entities are typically considered an unincorporated association or a trust, and do not have limited liability protection or the benefits of an incorporated entity. Whether the group intended to be incorporated or was operating as if it was incorporated will not be enough if the actual incorporation has not taken place.

More commonly we have seen that some organizations have the incorporation documents but were unaware that in the early 1990’s and other points in time many Ontario corporations were dissolved.  This may produce a positive search result in the ONBIS system when in fact the Ontario corporation is dissolved. Also, a group may have copies of their letters patent (articles of incorporation) from the Ontario government from the 1960s or 1980s but be unaware that the entity has actually been dissolved. If the entity is dissolved, it does not exist and its property cannot be dealt with. Also, a corporation that is a registered charity may face revocation if CRA discovers that the corporate entity has been dissolved.

It might be helpful to check whether your organization is on the list of Ontario non-profit corporations.  If the organization is on the list, it means that at some point the organization was an Ontario corporation, however that corporation may have subsequently been dissolved.   You can request a corporate profile report at https://www.services.gov.on.ca/locations/serviceDetails.do?id=11590 and pay for it.  Or you can use a service provider and even pay more for the search.

I have requested in the past that the Ontario government provide myself or the public with the list of Ontario corporations and certain basic information such as whether the corporation is active or has been dissolved. While we did receive a list of Ontario corporations, this list does not specify basic information, such as when the last corporate filing was made, the official registered office address, or whether the corporation has in fact dissolved.   Many Ontario corporations have not updated their list of directors in 20 or more years so the list may provide information on directors who have technically not been serving on the board for decades.  Also, the official registered office could be out of date so important mail and corporate notices may continue to be delivered to the wrong address which can have disastrous consequences for the corporation.

Unfortunately, the current ONBIS system is not that easy to update and correct.  We have helped many Ontario corporations with the process of updating their non-profit corporate information on file with the Ontario Ministry.

The Ontario government previously committed to providing a free database of information on Ontario non-profit corporations.  This commitment was made in February 2013 when ONCA was going to be launched in July 2013.   That seemed somewhat fair.  However, now it appears ONCA is probably not coming in until around 2019.

It would be extremely helpful for the non-profit and charity sector if the Ontario government released a publicly available list of Ontario Corporations that provides information on whether they are active or dissolved/canceled, the date of their last filing and the last address provided for the registered office address. What pains me the most is that it would probably take the Ontario government less than an hour to prepare such a list of Ontario corporations with the requisite information.  This would assist many Ontario corporations with confirming their current corporate status in Ontario, and get updated information on whether they are in fact dissolved, whether they have an updated list of directors on file, or whether their registered office address is correct.