
The Toronto Estonian House permanently closed its location at 958 Broadview Avenue in 2022 and community activities will relocate to KESKUS International Estonian Centre at 9 Madison Avenue, Toronto.
Governance transition
Independently of the move to KESKUS, on September 15, 2026, Estonian House in Toronto Limited shareholders approved the transition to a new form of governance. You can read more about the meeting and a summary effect on your shareholdings, on the KESKUS blog, here, with FAQs below:
Frequently Asked Questions (FAQ): Post-Continuance Transition
Following the Annual General and Special Meeting held on September 15, 2026, the Special Resolution to continue Estonian House in Toronto Ltd. (EHL) under the Ontario Not-for-Profit Corporations Act, 2010 (ONCA) passed with an 84% majority—exceeding the required two-thirds (66.7%) threshold.
Below is an outline of what this outcome means for shareholders, the consequences for Class A and Class C shares, and the immediate action items required.
General Overview & Background
-
Why was this vote necessary?
EHL was originally incorporated as a social club with share capital under the older Ontario Corporations Act. Under provincial law, all such entities must formally transition/continue into the ONCA by October 19, 2026, or face automatic statutory dissolution. Passing the Special Resolution authorizes the Board of Directors to submit the Articles of Continuance and adopt modernized, ONCA-compliant bylaws, preserving EHL as the umbrella organization that provides community oversight for the KESKUS project and related entities.
2. What are the primary structural changes?
-
From Shares to Memberships: ONCA does not permit share capital or outstanding shares in not-for-profit corporations. Consequently, all outstanding shares are being cancelled, and EHL is transitioning to a non-share capital membership structure.
-
One Member, One Vote: ONCA does not allow members within the same class to have unequal voting rights. Regardless of whether a former C-share shareholder owned 1 share or 10 shares, each converted member will hold exactly one membership and one vote.
-
Annual Dues: Moving forward, continuing membership will require the payment of a modest annual fee set by the Board to maintain good standing and active membership.
Class A Preferred Shares: Consequences & Actions
3. What happens to my Class A shares?
In accordance with EHL’s constating documents and Letters Patent, the corporation has exercised its formal redemption rights over all Class A preferred shares. Class A shares are being redeemed at their stated par value of $10.00 per share and cancelled as part of the continuance.
4. Do Class A shareholders automatically become voting members of EHL?
No - if you held only Class A preferred shares, you do not automatically convert into an EHL voting member upon continuance. You may, however, apply to become a new voting member when the corporation opens general community membership intake.
5. What must Class A shareholders do right now?
-
Submit the redemption form by October 2, 2026: Complete the form included in your AGM mailing package or access one here. You may elect to receive the $10.00/share payout or direct the proceeds as a tax-receipted donation (please provide mailing address) to Estonian Arts Centre (EAC).
-
Submit by Email: Because the deadline is strictly October 2, 2026, shareholders are urged to return forms by email to estohouse@estoniancentre.ca immediately.
-
Unclaimed Funds / Missed Deadlines: Under Ontario law, any A-share capital that remains uncollected, late, or attributable to unlocated/deceased shareholders will be remitted directly to the Ontario Public Guardian and Trustee (OPGT). Once remitted, owners or heirs will need to file a formal claim with the provincial government to recover funds.
Class C Common Shares held by Individuals: Consequences & Actions
6. What happens to my Class C shares?
Unlike Class A shares, EHL’s Letters Patent do not provide a fixed redemption right or par value for Class C shares. Under the advice of Gowling WLG, Class C shares are cancelled upon continuance, and the underlying rights to remaining assets upon any future dissolution are directly mirrored into new Class C memberships.
7. Do Class C shareholders automatically become members?
Yes - individual Class C common shareholders (for organizations that are shareholders, see below) automatically convert into voting members of the continued ONCA corporation. Multiple Class C shares held by a single individual collapse into one membership carrying one vote.
8. What must Class C shareholders do right now?
Please watch for the Fee Notifications, and ensure that your email contact particulars are updated: The Board will determine and communicate a modest annual membership fee post-continuance. You must pay this fee when levied to remain a member in good standing. If you do not wish to continue as a member, you do not need to take any action; failure to pay the annual fee will result in automatic removal from the member registry.
Class C Common Shares held by Organizations: Consequences & Actions
9. What happens if Class C Shares were held by an organization or unincorporated association?
-
Legal Capacity Requirement: Former Class C shareholders that are members upon continuance and are organizations must be legally constituted entities (incorporated). On the advice of legal counsel, this requirement best manages EHL’s liability and risk.
-
Grace Period: An organization member has a 6-month grace period from the continuance date to demonstrate that it is legally constituted, by providing a copy of its articles of incorporation to estohouse@estoniancentre.ca. The member is entitled to participate in EHL’s meetings of members upon provision of such documentation.
-
Action Required: If an organization is currently an informal or unincorporated group, its leadership must take steps during this 6-month window to incorporate or legally regularize its status in order to retain membership in EHL
Summary Checklist of Deadlines & Contacts
For inquiries or to return redemption forms, contact EHL volunteer administration at estohouse@estoniancentre.ca.
Physical location transition
KESKUS is currently under construction and, when it opens, it will be a dynamic hub showcasing our rich heritage and promoting Estonian innovation. It will be a vibrant gathering place for Estonians of all generations and backgrounds to connect, celebrate, and share our culture and achievements with each other and the world.
Sign up for the monthly newsletter here, to keep abreast of project progress.
All queries regarding EHTL shares to estohouse@estoniancentre.ca
