Ontario Cannabis Retail Corporation Act, 2017

General

1 In this Act, “cannabis” has the same meaning as in the Cannabis Control Act, 2017; (“cannabis”) “Corporation” means the Ontario Cannabis Retail Corporation established under section 3; (“Société”) “LCBO” means the Liquor Control Board of Ontario continued under section 2 of the Liquor Control Board of Ontario Act, 2019; (“Régie des alcools”) “Minister” means the Minister of Finance or such other member of the Executive Council as may be assigned the administration of this Act under the Executive Council Act; (“ministre”) “prescribed” means prescribed by the regulations; (“prescrit”) “regulations” means the regulations under this Act; (“règlements”) “sell” includes offer for sale, expose for sale and have in possession for sale. (“vente”) 2017, c. 26, Sched. 2, s. 1; 2018, c. 12, Sched. 1, s. 24; 2019, c. 15, Sched. 21, s. 21. Section Amendments with date in force (d/m/y) 2018, c. 12, S…

2 Except as provided by the regulations, the Corporation has the exclusive right in Ontario to sell cannabis, (a) online, without doing so through a cannabis retail store under the Cannabis Licence Act, 2018; and (b) to a holder of a retail store authorization under the Cannabis Licence Act, 2018 for the purpose of resale through a cannabis retail store. 2021, c. 34, Sched. 2, s. 14 (1). Section Amendments with date in force (d/m/y) 2018, c. 12, Sched. 3, s. 1 - 17/10/2018 2019, c. 15, Sched. 4, s. 6 - 10/12/2019 2021, c. 34, Sched. 2, s. 14 (1) - 15/03/2022

Establishment, Objects, Powers, etc.

3 (1) A corporation without share capital is established under the name Ontario Cannabis Retail Corporation in English and Société ontarienne de vente du cannabis in French. Name of Corporation (2) The name of the Corporation may be changed by regulation. Composition (3) The Corporation is composed of the members of its board of directors. Same (4) A person ceases to be a member of the Corporation when he or she ceases to be a director.

4 The Corporation’s objects are, (a) to buy, possess and sell cannabis and related products; (b) to determine, (i) the varieties, forms or types of cannabis and related products it sells, subject to the regulations, and (ii) the prices at which it sells them, subject to subsection 5 (5) and the regulations; (c) to promote social responsibility in connection with cannabis; and (d) to engage in such other activities as may be prescribed by regulation or assigned to the Corporation under this or any other Act. 2017, c. 26, Sched. 2, s. 4; 2018, c. 12, Sched. 2, s. 58 (1). Section Amendments with date in force (d/m/y) 2018, c. 12, Sched. 2, s. 58 (1) - 16/11/2018

5 (1) The Corporation has the capacity, rights, powers and privileges of a natural person for carrying out its objects, except as limited under this Act and section 11.0.1 of the Ministry of Infrastructure Act, 2011. 2024, c. 28, Sched. 27, s. 5 (1). Operation of retail stores prohibited (1.1) The Corporation shall not operate retail stores directly or indirectly. 2018, c. 12, Sched. 3, s. 2. Subsidiaries (2) The Corporation shall not create or acquire a subsidiary. Limitation, acquisition of real property (3) The Corporation shall not purchase real property that meets the prescribed criteria without the written approval of the Minister and, if the Minister is not the Minister of Finance, the Minister of Finance. Terms (4) An approval under subsection (3) may be subject to such terms as are considered advisable by the Minister and, if the Minister is not the Minister of Finance, the Mini…

6 The Corporation is an agent of the Crown in right of Ontario for all purposes.

7 Repealed: 2018, c. 12, Sched. 3, s. 3. Section Amendments with date in force (d/m/y) 2018, c. 12, Sched. 3, s. 3 - 17/10/2018

8 (1) The board of directors shall manage or supervise the management of the Corporation’s affairs. Delegation (2) The board of directors may delegate to a committee of the board or to an officer or employee of the Corporation any of the board’s powers other than the power to, (a) approve the Corporation’s budget, including the budget for capital expenditures and staffing; (b) approve the Corporation’s business plan, annual report and financial statements; (c) appoint, remove and set the remuneration of the president and chief executive officer; (d) establish committees of the board of directors and fill vacancies on those committees; (e) make, amend or repeal by-laws; or (f) do any other thing that may be prescribed. 2017, c. 26, Sched. 2, s. 8 (2); 2018, c. 12, Sched. 3, s. 4. Further delegation (3) The board of directors may authorize that powers delegated to an officer or employee of…

9 (1) The board of directors shall consist of at least three and not more than nine members appointed by the Lieutenant Governor in Council. 2018, c. 12, Sched. 3, s. 5 (1); 2020, c. 36, Sched. 32, s. 1. Note: On a day to be named by proclamation of the Lieutenant Governor, section 9 of the Act is amended by adding the following subsection: (See: 2018, c. 12, Sched. 3, s. 5 (2)) Restriction, LCBO member (1.1) A member of the LCBO is not eligible to be appointed as a member of the Corporation’s board of directors. 2018, c. 12, Sched. 3, s. 5 (2). Chair (2) The Lieutenant Governor in Council shall designate a chair from among the members of the board of directors. 2018, c. 12, Sched. 3, s. 5 (1). Vice-chair (3) The Lieutenant Governor in Council may designate a vice-chair from among the members of the board of directors. 2018, c. 12, Sched. 3, s. 5 (1). Acting chair (4) If the chair is abs…

10 Repealed: 2018, c. 12, Sched. 3, s. 6. Section Amendments with date in force (d/m/y) 2018, c. 12, Sched. 3, s. 6 - 17/10/2018

11 (1) The board of directors may by resolution make, amend or repeal any by-law governing its proceedings and generally for the conduct and management of the Corporation’s affairs. 2017, c. 26, Sched. 2, s. 11 (1). Minister’s approval (2) A by-law, including a by-law that amends or repeals another by-law, does not take effect until it is approved by the Minister. 2025, c. 10, Sched. 15, s. 1. Same, financial by-laws (3) If the Minister is not the Minister of Finance, a by-law relating to borrowing, investing or managing financial risks, including a by-law that amends or repeals such a by-law, does not take effect until it is approved by, in addition to the Minister, the Minister of Finance. 2025, c. 10, Sched. 15, s. 1. (4) Repealed: 2018, c. 12, Sched. 3, s. 7. Section Amendments with date in force (d/m/y) 2018, c. 12, Sched. 3, s. 7 - 17/10/2018 2025, c. 10, Sched. 15, s. 1 - 05/06/20…

12 (1) The Corporation shall appoint an individual to serve as the Corporation’s president and chief executive officer. 2018, c. 12, Sched. 3, s. 8 (1). Transition (2) The individual who is the Corporation’s president and chief operating officer on the day before the Cannabis Statute Law Amendment Act, 2018 receives Royal Assent shall continue as the Corporation’s president and chief executive officer until the earliest of the following: 1. The date on which the individual’s term of office expires. 2. The date on which the individual dies. 3. The date on which the individual resigns. 4. The date on which the individual is removed by the Corporation. 2018, c. 12, Sched. 3, s. 8 (1). References to president and chief operating officer (3) A reference in any by-law or resolution of the Corporation or other prescribed documents to the Corporation’s president and chief operating officer is de…

13 (1) Sections 21 (contract prior to corporate existence) and 132 (conflict of interest), subsections 134 (1) and (3) (standards of care, etc., of directors, etc.), section 136 (indemnification) and any prescribed provisions of the Business Corporations Act apply, with necessary modifications and any prescribed modifications, to the Corporation and its directors and officers. 2017, c. 26, Sched. 2, s. 13 (1). Same (2) The Not-for-Profit Corporations Act, 2010 and the Corporations Information Act do not apply to the Corporation. 2017, c. 26, Sched. 2, s. 13 (2), 30. Section Amendments with date in force (d/m/y) 2017, c. 26, Sched. 2, s. 30 - 19/10/2021

14 (1) The Corporation may appoint such officers and employees and retain such assistance as is considered necessary and may, subject to the approval of the Lieutenant Governor in Council, establish job categories, salary ranges and conditions of employment. Approval by Minister (2) Despite subsection (1), job categories, salary ranges and conditions of employment of officers and employees appointed by the Corporation who are not members of a bargaining unit, as defined in the Labour Relations Act, 1995, must be approved by the Minister and not by the Lieutenant Governor in Council.

15 (1) For greater certainty, the Corporation may enter into written agreements with the LCBO providing that the LCBO, or any of its officers or employees, will provide services, advice, assistance, goods or other property to the Corporation. Personal information (2) The Corporation shall take reasonable measures to ensure that any personal information it collects and maintains in connection with its activities is not collected, used or disclosed by the LCBO except for the purpose of providing services under an agreement described in subsection (1) or as otherwise authorized by law. Same, information technology services (3) If an agreement described in subsection (1) relates to information technology services or the storing of information collected and maintained by the Corporation, the Corporation shall take reasonable measures to ensure that any of its information that includes persona…

16 Repealed: 2018, c. 12, Sched. 3, s. 9. Section Amendments with date in force (d/m/y) 2018, c. 12, Sched. 3, s. 9 - 17/10/2018

17 (1) No cause of action arises against, (a) a director, officer or employee of the Corporation as a result of any act done in good faith in the performance or intended performance of his or her duties or any alleged neglect or default in the performance in good faith of his or her duties; (b) the Crown, a minister of the Crown or an employee of the Crown as a result of any act or omission of a person who is not a minister of the Crown or a Crown employee, if the act or omission is related, directly or indirectly, to the Corporation’s affairs or to the administration of this Act; or (c) the LCBO or a member, officer or employee of the LCBO as a result of any act or omission of a person who is not a member, officer or employee of the LCBO, if the act or omission is related, directly or indirectly, to the Corporation’s affairs or to the administration of this Act. No proceeding (2) No pro…

Financial Matters

18 (1) Despite Part I of the Financial Administration Act, the revenue and assets of the Corporation do not form part of the Consolidated Revenue Fund. Same (2) The revenue of the Corporation shall be applied to carrying out its objects.

19 (1) The Corporation shall determine its net profits and pay them into the Consolidated Revenue Fund and, if a direction has been issued under subsection (1.1), shall do so in accordance with the direction. 2025, c. 10, Sched. 15, s. 2. Ministerial direction (1.1) The Minister may direct the manner in which net profits are to be determined by the Corporation as well as the time at which and the manner in which payments are to be made by the Corporation into the Consolidated Revenue Fund. 2025, c. 10, Sched. 15, s. 2. Same (1.2) A direction under subsection (1.1) may indicate the specific amounts, representing the Minister’s determination of the Corporation’s net profits, to be paid into the Consolidated Revenue Fund by the Corporation. 2025, c. 10, Sched. 15, s. 2. Minister of Finance (1.3) If the Minister is not the Minister of Finance, the Minister of Finance may also issue a directi…

20 The Minister of Finance shall pay from the Consolidated Revenue Fund the amount of any judgment against the Corporation that remains unpaid after the Corporation has made reasonable efforts, including liquidating its assets, to pay the amount of the judgment.

21 (1) If the Corporation proposes to undertake a major capital expenditure, it shall borrow the necessary funds. Same (2) An expenditure is a major capital expenditure for the purposes of this section in either of the following circumstances: 1. It satisfies the criteria prescribed by regulation. 2. If the Minister notifies the Corporation in writing that the expenditure is a major capital expenditure for the purposes of this section.

22 (1) The Lieutenant Governor in Council may, by order, authorize the Minister of Finance to purchase securities of, or make loans to, the Corporation in the amounts, at the times and on the terms determined by the Minister, subject to the maximum principal amount specified by the Lieutenant Governor in Council that may be purchased or advanced or that may be outstanding at any time. Same (2) The Minister of Finance may pay out of the Consolidated Revenue Fund any amount required for the purposes of subsection (1). Delegation of Minister’s authority (3) The Lieutenant Governor in Council may, by order, delegate all or part of the authority of the Minister of Finance under subsection (1) to a public servant who works in the Ministry of Finance, other than in the office of the Minister, or who works in the Ontario Financing Authority.

23 The Corporation’s fiscal year begins on April 1 in each year and ends on March 31 in the following year.

24 The accounts and financial transactions of the Corporation shall be audited annually by the Auditor General.

25 (1) The Corporation shall prepare an annual report, provide it to the Minister and make it available to the public. 2018, c. 12, Sched. 3, s. 11. Same (2) The Corporation shall comply with such directives as may be issued by the Management Board of Cabinet with respect to, (a) the form and content of the annual report; (b) when to provide it to the Minister; and (c) when and how to make it available to the public. 2018, c. 12, Sched. 3, s. 11. Same (3) The Corporation shall include such additional content in the annual report as the Minister may require. 2018, c. 12, Sched. 3, s. 11. Tabling of annual report (4) The Minister shall table the Corporation’s annual report in the Assembly and shall comply with such directives as may be issued by the Management Board of Cabinet with respect to when to table it. 2018, c. 12, Sched. 3, s. 11. Section Amendments with date in force (d/m/y) 2018…

26 The Corporation shall promptly give the Minister such other reports and information as the Minister may request. 2017, c. 26, Sched. 2, s. 26; 2018, c. 12, Sched. 3, s. 12; 2020, c. 36, Sched. 32, s. 2. Section Amendments with date in force (d/m/y) 2018, c. 12, Sched. 3, s. 12 - 17/10/2018 2020, c. 36, Sched. 32, s. 2 - 08/12/2020

Miscellaneous

27 The Corporation, (a) shall not sell cannabis unless the cannabis has been produced by a person or entity that is authorized under the Cannabis Act (Canada) to produce cannabis for commercial purposes; (b) shall not sell cannabis to an individual under 19 years of age; (c) shall keep appropriate records, in accordance with the regulations, respecting its activities in relation to cannabis that it possesses; (d) shall take adequate measures, in accordance with the regulations, to reduce the risk of cannabis it possesses being diverted to an illicit market or activity. 2017, c. 26, Sched. 2, s. 27; 2018, c. 12, Sched. 3, s. 13. Section Amendments with date in force (d/m/y) 2018, c. 12, Sched. 3, s. 13 (1, 2) - 17/10/2018

27.1 At the request of a person under section 45 of the Cannabis Licence Act, 2018, the Corporation shall provide the person with information respecting cannabis sold by the Corporation to a holder of a retail store authorization under that Act. 2018, c. 12, Sched. 2, s. 58 (3). Section Amendments with date in force (d/m/y) 2018, c. 12, Sched. 2, s. 58 (3) - 16/11/2018

28 (1) In this section and section 28.1, “council of the band” has the same meaning as in subsection 2 (1) of the Indian Act (Canada); (“conseil de la bande”) “Indian” has the same meaning as in subsection 2 (1) of the Indian Act (Canada); (“Indien”) “reserve” means a reserve as defined in subsection 2 (1) of the Indian Act (Canada) or an Indian settlement located on Crown land, the Indian inhabitants of which are treated by Indigenous and Northern Affairs Canada in the same manner as Indians residing on a reserve. (“réserve”) 2017, c. 26, Sched. 2, s. 28 (1); 2018, c. 12, Sched. 3, s. 14 (1); 2020, c. 36, Sched. 32, s. 3. Same (2) Subject to subsection (3) and to the approval of the Lieutenant Governor in Council, the Minister may, on behalf of the Crown, enter into arrangements and agreements with a council of the band with respect to cannabis that is sold and delivered to a purchaser …

28.1 (1) If the Corporation receives a copy of a resolution of the council of the band in respect of a reserve requesting that the Corporation not deliver cannabis and related products to the reserve, the Corporation shall make reasonable efforts to comply with the request in a timely manner. 2018, c. 12, Sched. 3, s. 15. Additional information (2) The council of the band shall provide such information as the Corporation may reasonably require to enable it to comply with the request. 2018, c. 12, Sched. 3, s. 15. Amended, rescinded resolution (3) If the Corporation receives a copy of a resolution of the council of a band in respect of a reserve amending or rescinding a request described in subsection (1), the Corporation shall make reasonable efforts to comply with the amended or rescinded request in a timely manner. 2018, c. 12, Sched. 3, s. 15. Publication (4) The Corporation shall pub…

28.2 Within two years after the day on which the Cannabis Statute Law Amendment Act, 2018 receives Royal Assent, the Minister shall initiate a review of any matters relating to the Corporation that the Minister considers advisable. 2018, c. 12, Sched. 3, s. 16. Section Amendments with date in force (d/m/y) 2018, c. 12, Sched. 3, s. 16 - 17/10/2018

29 (1) The Lieutenant Governor in Council may make regulations, (a) respecting anything that, under this Act, may or must be prescribed, done or provided for by regulation; (b) governing the sale of cannabis and related products; (c) respecting varieties, forms and types of cannabis and related products that may and may not be sold by the Corporation; (d) providing for exceptions to the application of section 2, and making such exceptions subject to conditions; (e) subject to subsection 5 (5), respecting the Corporation’s determination of prices at which it sells cannabis and related products; (f) governing packaging to be used for containing cannabis and related products sold by the Corporation; (g) governing information to be provided or disseminated by the Corporation and the manner of providing or disseminating it; (h) governing records to be kept by the Corporation; (i) requiring th…

33 Omitted (enacts short title of this Act). ______________