Important deadline approaching for share capital social clubs incorporated under the Corporations Act (Ontario) (OCA)
Share capital social clubs incorporated under the Corporations Act (Ontario) (OCA), such as many golf, tennis, or country clubs, must take steps to continue under one of the following statutes: Ontario Not-for-Profit Corporations Act (by eliminating share capital), Ontario Business Corporations Act, or Ontario Co-operative Corporations Act. The transition must be completed before October 19, 2026, otherwise the organization may be automatically dissolved.
If you are retained, you should begin the continuance process as soon as possible. Among other things, this will involve reviewing the club’s corporate structure and governing documents, evaluating the most appropriate corporate model, obtaining director and shareholder approvals (including a special resolution of shareholders), updating governing documents, and preparing and filing continuance materials. Because these decisions may have significant governance and tax implications, they should not be left until the last minute.
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