What happens to a not-for-profit corporation's remaining assets when it dissolves in Ontario?

What happens to leftover assets depends heavily on what kind of not-for-profit corporation is dissolving. For a non-soliciting corporation with no charitable purpose, ONCA generally allows remaining assets, after debts and liabilities are paid, to be distributed according to the corporation's articles or by-laws — which may permit distribution among members, though many organizations' governing documents restrict this.

For a soliciting corporation, or any corporation that is a registered charity, the rule is much stricter: remaining property cannot be distributed to members or directors at all. It must go to another entity with similar charitable or public-benefit purposes — commonly another registered charity or qualified recipient — reflecting the principle that money raised from the public or donors should keep serving a public purpose even after the original organization winds down.

Before dissolving, a corporation should confirm which category it falls into, since assuming the more flexible non-soliciting rule applies when the corporation is actually soliciting (or charitable) can lead to an improper distribution that directors may be personally responsible for unwinding. Reviewing the articles, by-laws, and any charitable trust obligations attached to specific gifts is an important step before any assets move.