CNCA vs. ONCA: What’s the Difference and How Does It Affect Charities and Not-for-Profits?
Are you involved in a charity or not-for-profit organization in Canada or Ontario? If so, you’ve likely come across two important laws: the Canada Not-for-profit Corporations Act (CNCA) and the Ontario Not-for-Profit Corporations Act, 2010 (ONCA). Understanding how these laws differ — and who they apply to — is essential for ensuring your organization stays compliant.
What Is CNCA?
The Canada Not-for-profit Corporations Act (CNCA) is federal legislation that governs not-for-profit corporations that choose to incorporate federally rather than provincially. It provides rules around incorporation, governance, financial reporting, and dissolution of federally incorporated nonprofits.
The CNCA is administered by Corporations Canada, which also issues the Certificate of Incorporation under the CNCA for newly formed federal not-for-profit organizations.
What Is ONCA in Ontario?
The Ontario Not-for-Profit Corporations Act, 2010 (ONCA) is Ontario’s legislation for not-for-profits incorporated in the province. It replaced the old Ontario Corporations Act and aligns much of Ontario’s rules with the federal CNCA, though key differences remain.
ONCA applies only to Ontario-incorporated not-for-profit corporations, while CNCA applies to those incorporated federally. If your organization was incorporated under Ontario law, you must transition to ONCA rules to remain compliant.
What’s the Difference Between CNCA and ONCA?
While both CNCA and ONCA aim to create transparency and good governance for not-for-profits, there are several key differences:
1. Incorporation Requirements
- ONCA requires your registered office to be in Ontario.
- CNCA allows any Canadian province or territory to be your registered office, as stated in your articles.
2. Types of Organizations
- CNCA distinguishes between soliciting and non-soliciting corporations based on funding sources.
- ONCA categorizes NFPs into public benefit corporations (PBCs) and non-PBCs, affecting rules around governance and financial reporting.
3. Board Composition
- Both acts set minimum numbers for directors, but ONCA requires specific rules for PBCs to ensure diverse, qualified leadership.
4. Ex-Officio Directors
- ONCA allows ex-officio directors (board members who serve by virtue of holding another office).
- CNCA does not allow ex-officio directors — all must be elected.
5. Voting Rights for Non-Voting Members
- CNCA gives non-voting members the right to vote on fundamental matters.
- ONCA does not extend voting rights to non-voting members unless specified.
6. Audit Exemptions
- Both acts provide audit exemption thresholds based on revenue and type of organization, but they differ slightly in terms of limits and required approvals.
7. Dissolution Rules
- The CNCA and ONCA have different rules on how assets are distributed when a charity or nonprofit dissolves. Ensuring proper compliance is critical for protecting your organization’s legacy.
Who Does the Canada Not-for-Profit Corporations Act Apply To?
The CNCA applies to federally incorporated not-for-profit organizations in Canada. This includes:
- National organizations that operate across multiple provinces
- Charities that wish to be federally incorporated
- Organizations that receive funding from federal sources or operate internationally
If your corporation was federally incorporated before the CNCA came into force in 2011, you likely had to transition to the CNCA framework.
Who Issues a CNCA Certificate?
Corporations Canada, part of Innovation, Science and Economic Development Canada, is the federal body that administers the CNCA. They issue:
- Certificates of Incorporation
- Certificates of Amendment
- Certificates of Dissolution
You can learn more about this process on the Corporations Canada website or consult a charity lawyer to guide you through incorporation.
Final Thoughts
Understanding the difference between CNCA and ONCA is crucial for staying compliant, especially if you’re involved in setting up or managing a not-for-profit or charity in Ontario or across Canada.
Still unsure which legislation applies to your organization? The legal team at Northfield & Associates specializes in federal and provincial incorporation, governance, and ONCA compliance.
Need help registering or transitioning your Ontario charity or nonprofit?
Call us today at +1 (416) 317-6806
Frequently Asked Questions
Get quick answers to common questions about charities and not-for-profit organizations in Canada.
What is the difference between a charity and not-for-profit?
A charity is a specific type of not-for-profit organization that must focus on charitable purposes like relieving poverty, advancing education, or benefiting the community. Charities can issue tax receipts for donations and must register with the Canada Revenue Agency. Not-for-profits include a broader range of organizations like sports clubs, social groups, and industry associations that don’t qualify as charities and can’t issue donation receipts.
What is the difference between a non-profit and a not-for-profit organization?
In Canada, “non-profit” and “not-for-profit” mean the same thing. Both terms describe organizations that don’t exist to make money for owners or shareholders. Any money they earn goes back into running programs and services rather than being paid out as profits. The terms can be used interchangeably.
How to tell if a charity is not-for-profit?
All registered charities in Canada are not-for-profit organizations by law. You can verify if an organization is a registered charity by searching the Canada Revenue Agency’s online charity database. Look for their registration number, which often appears on their website or donation receipts. Registered charities must follow strict rules about how they use their funds and can’t distribute profits to members.
What is the main difference between non-profit and for-profit organizations is how they handle?
The main difference is how they handle money. For-profit organizations aim to make money for their owners and shareholders. Non-profit organizations use any money they earn to support their mission and programs. Non-profits don’t have owners who take home profits, and any surplus funds must stay within the organization to further its purpose.
What is the difference between a non-profit organization and a non-profit company?
A non-profit organization is the general term for any group that operates without making profits for owners. A non-profit company is a specific legal structure that’s incorporated under provincial or federal law. Incorporated non-profits have more formal legal protections and must follow corporate rules like holding annual meetings and keeping records. Some non-profits operate as unincorporated associations instead, which have simpler structures but less legal protection.
Disclaimer: The information contained in this article is provided for general information purposes only and does not constitute legal or other professional advice. Readers should seek tailored legal advice in relation to their personal circumstances.
At Northfield & Associates our expert teams guidance on compliance requirements. Our team understands Canadian law and can help ensure your organization follows proper procedures.
Get professional support today
Email info@northfield.biz
Phone (416) 317-6806
Visit us https://www.northfield.biz/
Appointment Schedule your free consultation
To discuss your specific circumstances and receive expert assistance throughout the reinstatement process with our experienced legal team.
| READY FOR BETTER NONPROFIT REPORTING? |
| At Northfield & Associates, we have a team of professional bookkeepers and accountants to help your organization manage the books so that you can breeze through tax season. |
| GET IN TOUCH |
What We Do!
We’re often asked by prospective clients what our Bookkeeping service. People want to know what specific tasks we do, and what their responsibility is. This brief explainer page will answer that question. This is by no means an exhaustive list, but covers the most frequently asked questions.
Getting Started
- Review your existing books for needed corrections or back-work
- Chart of accounts setup or amendment
- Assistance with setting up bank feeds
- Limited assistance* with setting up payroll (QBO or Gusto only)
- Your books brought current and reconciled if needed
Ongoing Monthly Bookkeeping
- After-the-fact transaction recording
- Post to general ledger
- Post to other ledgers (as needed)
- Bank account reconciliation
- Monthly financial statements
- Other bookkeeping services, as required
- Best-practice bookkeeping advice and counsel
Year End
- Assistance with 1099-NEC preparation*
- Assistance with 1099-MISC preparation*
- Year-end financial statements and period-end closing
What We Don’t Do
Pay bills
We do not offer bill-pay services at this time, nor do we manage Accounts Payable (AP) or Accounts Receivable (AR).
Payroll tax responsibility
Our bookkeepers can assist you in setting up your initial payroll service in QBO or Gusto. We are not responsible for entering payroll hours/salary, accruing payroll taxes, nor the transmittal of payroll taxes to the IRS or the state. Your full-service payroll provider (QBO, Gusto, or whatever other service a client uses) will be the responsible party for payroll and payroll tax compliance.
*Payroll deductions and benefits
We provide assistance with setting up a payroll account in either Quickbooks Online or Gusto, including entry of employee data. We do not assist in state registrations, benefits, or advise on deductions. Those service areas are provided directly by either QBO or Gusto.
Preparation of W2s
Similar to the last item, your full-service payroll provider (QBO/Gusto) is responsible for preparation of Form W2 for employees.
Sales tax reporting
For those nonprofits that sell taxable goods and/or services, your bookkeeper will assist in accounting for sales taxes collected and transmitted, but we do not prepare state sales tax reports.
Donation recording
We do not provide individual donation data entry into your neither your donor CRM nor Quickbooks Online, nor do we prepare year-end donor acknowledgements.
Administrative tasks
We cannot provide administrative services unrelated to our bookkeeping function.
Attend board meetings
Due to the constraints of time and distance, we are unable to be present, physically nor virtually, at a meeting of a client’s board of directors.*May incur additional fee per 1099-NEC or 1099-MISC.
| Let’s Collaborate & Make a Difference! |
| Partner with us to amplify your mission. Whether it’s Charity accounting, financial transparency, or strategic growth—we’re here to help you create meaningful impact. Let’s work together to build a better future! |
| Book a Call |
Contact us today to schedule your free consultation.
Working with Our Firm
In this evolving economic landscape, collaboration with our firm offers clients a strategic advantage. With Cambodia’s reform-driven investment environment and Canada’s expanding footprint in Southeast Asia, our team of experienced consultants and legal advisors provides tailored guidance to help businesses navigate cross-border opportunities. We focus in developing comprehensive legal strategies, structuring international partnerships, and ensuring compliance in emerging markets.
By leveraging our regional insight and international expertise, you benefit from a trusted partner dedicated to helping you capitalize on growth potential in Cambodia and beyond.
| Book a Consultation with Northfield & Associates |
| Your Trusted Partner in International Bilateral Relations |
At Northfield & Associates are focus in Foreign Direct Investment (FDI), international trade missions, and cross-border legal strategy. Our team of experienced consultants and legal advisors offers tailored guidance and strategic insight to help you navigate the complexities of international partnerships and development opportunities.
Whether you choose to meet in person at one of our offices or connect virtually, we provide flexible and accessible consultation options. During your session, we’ll assess your goals, review key documentation, and guide you through every stage of your FDI or trade mission engagement.
Let us help you take the next step with confidence supported by trusted legal and strategic counsel every step of the way.
Contact us today to schedule your free consultation.
| Northfield & Associates |
| Advancing Global Partnerships, Together. |
Take the First Step Today
If you believe you may be eligible for legal relief or simply need sound legal advice, we’re here to help. Contact us today to book your free consultation. Let us provide the clarity, strategy, and peace of mind you need to move forward.
We serve our clients in English, Cambodian, Vietnamese, Mandarin and Cantonese, especially in Asian clients.
- If you or anybody that you know, think that you meet the requirements and wish to receive further information.
- We can help you start the application process and confirm eligibility requirements to participate.
- We Offer Consultations & Meetings by Phone & Virtually. Affordable Fees.
| BOOK A CONSULTATION TODAY |
| Contact Northfield & Associates today to schedule a consultation with an experienced Consultant. |
| BOOK A CALL WITH A CONSULTATION |
| JOIN THE COMMUNITY OF NORTHFIELD & ASSOCIATES |
| Connect with peers and community ambassadors to hear real experiences, tips, and advice about studying abroad. |
| EXPLORE NORTHFIELD & ASSOCIATES COMMUNITY |
| CANADA IMMIGRATION CONSULTANTS |
| Northfield & Associates is a Canadian consulting firm based in Toronto, Canada. Northfield & Associates specializes in all types of immigration matters, from spousal sponsorships to refugee board appeals. With over eight (8) years of experience and an excellent success rate, Northfield & Associates is recognized as one of Canada’s premier immigration consulting firm. |
| HOW CAN WE HELP? |
| FREE IMMIGRATION ASSESSMENT |
| The purpose of the Free Assessment is to assess whether you are qualified to apply for permanent residence in Canada under the Family Sponsorship, Skilled Worker, or Business Class categories. Please choose which category you would like to be assessed under and complete all fields in the form. We will endeavor to complete your assessment and provide you with a reply within one business day. There is no charge for this service. All information provided will be kept strictly confidential. If our assessment indicates that you are qualified for immigration to Canada, we will contact you to provide further information about our services and fees. Start Your Immigration Application! |
| FREE ASSESSMENT FORM |
How can we assist you today?
Unlocking the Potential of Those Who Advance the World
Learn more about our core areas of expertise
About Northfield
Northfield & Associates International Corporation is a global consulting firm serving private enterprises, public institutions, not-for-profit organizations, and institutional capital providers. Operating across Cambodia, Canada, and global markets, the firm supports capital deployment, regulatory navigation, and enterprise decision-making in complex economic and geopolitical environments. Northfield & Associates delivers customized, execution-focused advisory solutions that drive measurable transformation, strengthen competitiveness, and enhance long-term highest value opportunities. The firm incorporates consulting, legal, regulatory, financial, and risk expertise to enable disciplined capital allocation, strong governance, and operational resilience. Northfield & Associates upholds a culture of applied insight and innovation, supporting clients across digital transformation, growth strategy, and organizational capability building. The firm advises individual, leading global corporations, midsize enterprises, government agencies, and mission-driven organizations through long-term partnerships. Enterprise-wide risk management, professional ethics, and fiduciary standards are embedded across all operations. Northfield & Associates’ diverse, globally unified teams are committed to execution certainty and sustainable, risk-adjusted returns aligned with ESG and stakeholder objectives.
NORTHFIELD & ASSOCIATES in Canada
As a global consulting firm, Northfield & Associates helps clients with total transformation, driving complex change, enabling organizations to grow, and driving bottom-line impact.
Learn about our offices in Canada, read our latest thought leadership, and connect with our team.
Forward-Looking Information
This news release contains forward-looking information. All statements, other than statements of historic fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future constitute forward-looking information.
This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company.
Forward-looking information is subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: the failure to finalize negotiations concerning the increase of the Loan or to close such transaction and the failure of the Company to complete the acquisition of the Company Facility; operating performance of facilities; environmental and safety risks; delays in obtaining or failure to obtain necessary permits and approvals from government authorities; unavailability of plant, equipment or labour; inability to retain key management and personnel; changes to regulations or policies affecting the Company’s activities; and the other risks disclosed under the heading “Risk Factors” and elsewhere in the Company’s amended annual information.
Forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Questions?
info@northfied.biz
Within Corporate Newsroom
Media Contact:
media@northfied.biz
Press contact
PR Secretary
press@northfied.biz
NOT LEGAL ADVICE. Information made available on this website in any form is for information purposes only. It is not, and should not be taken as, legal advice. You should not rely on, or take or fail to take any action based upon this information. Never disregard professional legal advice or delay in seeking legal advice because of something you have read on this website. Northfield & Associates professionals will be pleased to discuss resolutions to specific legal concerns you may have.