What Records Must an Ontario Nonprofit Keep Under ONCA?

Every Ontario nonprofit corporation is legally required to keep a set of core records — often called a minute book — even if nobody on the current board has ever seen it. Nonprofit record keeping in Ontario is not just a bureaucratic formality: an outdated or incomplete minute book is one of the most common problems that surfaces when a nonprofit applies for a grant, renews an insurance policy, or brings on a new board member who wants to understand the organization's history.

This article sets out, in plain language, what the Not-for-Profit Corporations Act, 2010 (Ontario) — ONCA — generally expects a nonprofit corporation to maintain, and practical habits that keep those records usable rather than just technically present.

Why This Matters Beyond "Compliance"

A nonprofit's records are not just for a regulator. In practice, they get pulled out when:

• A funder or auditor asks to see board minutes approving a major decision
• A new director wants to understand what the board has already decided
• The corporation applies for a loan, lease, or grant and needs proof of who is authorized to sign
• A dispute arises about who is actually a member, or who was properly elected to the board

The Core Records ONCA Nonprofits Generally Must Maintain

Depending on the corporation, additional records may be relevant — for example, records of any debt obligations the corporation has issued, or records supporting a registered charity's tax filings. Which of these apply to your organization depends on its specific structure.

Where and How to Store These Records

ONCA does not generally dictate a specific format — paper and properly maintained digital records are both acceptable in principle — but the records need to be:

1. Kept at the corporation's registered office, or another location the board has properly designated
2. Reasonably organized so a director, officer, or member can locate what they need
3. Backed up in a way that survives turnover on the board (a minute book that only lives on a departed treasurer's personal laptop is a real and recurring problem)
4. Retained for as long as they remain relevant to the corporation's governance and any applicable legal or tax obligations

Member Access Rights

Members of a nonprofit corporation generally have a right to examine certain corporate records — such as the articles, by-laws, and registers — on request, though the exact scope and any conditions attached to that right depend on ONCA's current requirements and the corporation's own by-laws. Financial records and minutes of board (as opposed to members') meetings are often treated differently. If a member asks to see records, do not guess — confirm what ONCA and your by-laws actually require before responding.

Common Record-Keeping Mistakes

• [ ] Minutes exist for some meetings but not others, leaving gaps in the decision-making history
• [ ] The membership register was never updated after members joined, left, or had their dues lapse
• [ ] Resolutions were passed verbally at a meeting but never written down or signed afterward
• [ ] The minute book physically (or digitally) left the organization when a long-serving officer departed
• [ ] Nobody has confirmed the by-laws on file are actually the current, amended version

A Practical Habit: Review at Every Annual Meeting

Many well-run boards build a standing agenda item into their annual general meeting to confirm the minute book is current: directors and officers register updated, prior year's minutes approved, and any outstanding resolutions properly documented. This turns record-keeping into an annual five-minute check rather than a multi-year reconstruction project.

Frequently asked questions