Business Corporations Act

PART I DEFINITIONS, interpretation AND APPLICATION

1 (1) In this Act, “affairs” means the relationships among a corporation, its affiliates and the shareholders, directors and officers of such bodies corporate but does not include the business carried on by such bodies corporate; (“affaires internes”) “affiliate” means an affiliated body corporate within the meaning of subsection (4); (“membre du même groupe”) “articles” means the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of arrangement, articles of continuance, articles of dissolution, articles of reorganization, articles of revival, letters patent, supplementary letters patent, a special Act and any other instrument by which a corporation is incorporated; (“statuts”) “associate”, where used to indicate a relationship with any person, means, (a) any body corporate of which the person beneficially owns, directly or indirectl…

1.1 (1) For the purposes of this section, a significant number of shares of a corporation is, (a) any number of shares that carry 25 per cent or more of the voting rights attached to all of the corporation’s outstanding voting shares; or (b) any number of shares that is equal to 25 per cent or more of all of the corporation’s outstanding shares measured by fair market value. 2021, c. 40, Sched. 2, s. 1. Individual with significant control (2) For the purposes of this Act, any of the following individuals is an individual with significant control over a corporation: 1. An individual who has any of the following interests or rights, or any combination of them, in respect of a significant number of shares of the corporation: i. The individual is the registered holder of the shares. ii. The individual is the beneficial owner of the shares. iii. The individual has direct or indirect control o…

2 (1) This Act, except where it is otherwise expressly provided, applies to every body corporate with share capital, (a) incorporated by or under a general or special Act of the Parliament of the former Province of Upper Canada; (b) incorporated by or under a general or special Act of the Parliament of the former Province of Canada that has its registered office and carries on business in Ontario; or (c) incorporated by or under a general or special Act of the Legislature, but this Act does not apply to a corporation within the meaning of the Loan and Trust Corporations Act except as provided by that Act. R.S.O. 1990, c. B.16, s. 2 (1). Idem (2) Despite The Railways Act, being chapter 331 of the Revised Statutes of Ontario, 1950, and subject to subsection 168 (6), this Act applies to a body corporate with share capital that is a company as defined in that Act but that is not engaged in c…

PART II INCORPORATION

3 (1) Repealed: 2000, c. 42, Sched., s. 1. Incorporation (2) A corporation may be incorporated under this Act with its powers restricted by its articles to lending and investing money on mortgage of real estate or otherwise, or with its powers restricted by its articles to accepting and executing the office of liquidator, receiver, assignee, trustee in bankruptcy or trustee for the benefit of creditors and to accepting the duty of and acting generally in the winding up of corporations, partnerships and estates, other than estates of deceased persons, and shall not by reason thereof be deemed to be a corporation within the meaning of the Loan and Trust Corporations Act, but the number of its shareholders, exclusive of persons who are in the employment of the corporation, shall be limited by its articles to five, and no such corporation shall issue debt obligations except to its shareholde…

3.1 (1) In this section and in sections 3.2, 3.3 and 3.4, “member” means a member of a profession governed by an Act that permits the profession to be practised through a professional corporation; (“membre”) “professional corporation” means a corporation incorporated or continued under this Act that holds a valid certificate of authorization or other authorizing document issued under an Act governing a profession. (“société professionnelle”) 2000, c. 42, Sched., s. 2. Professions (2) Where the practice of a profession is governed by an Act, a professional corporation may practise the profession if, (a) that Act expressly permits the practice of the profession by a corporation and subject to the provisions of that Act; or (b) the profession is governed by an Act named in Schedule 1 of the Regulated Health Professions Act, 1991, one of the following Acts or a prescribed Act: 1. Chartered P…

3.2 (1) This Act and the regulations apply with respect to a professional corporation except as otherwise set out in this section and sections 3.1, 3.3 and 3.4 and the regulations. 2000, c. 42, Sched., s. 2. Conditions for professional corporations (2) Despite any other provision of this Act but subject to subsection (6), a professional corporation shall satisfy all of the following conditions: 1. All of the issued and outstanding shares of the corporation shall be legally and beneficially owned, directly or indirectly, by one or more members of the same profession. 2. All officers and directors of the corporation shall be shareholders of the corporation. 3. The name of the corporation shall include the words “Professional Corporation” or “société professionnelle” and shall comply with the rules respecting the names of professional corporations set out in the regulations and with the rul…

3.3 (1) Despite any other Act, a professional corporation’s certificate of authorization or other authorizing document remains valid and the corporation does not cease to be a professional corporation despite, (a) the death of a shareholder; (b) the divorce of a shareholder; (c) the bankruptcy or insolvency of the corporation; (d) the suspension of the corporation’s certificate of authorization or other authorizing document; or (e) the occurrence of such other event or the existence of such other circumstance as may be prescribed. 2000, c. 42, Sched., s. 2; 2001, c. 8, s. 1 (1); 2001, c. 23, s. 6 (1). Invalidity of certificate (2) Subject to the regulations, a certificate of authorization or other authorizing document becomes invalid and the corporation ceases to be a professional corporation on the revocation of the certificate. 2000, c. 42, Sched., s. 2; 2001, c. 8, s. 1 (2). Regulatio…

3.4 (1) Subsection 92 (1) shall not be construed as limiting the professional liability of a shareholder of a professional corporation under an Act governing the profession for acts of the shareholder or acts of employees or agents of the corporation. 2000, c. 42, Sched., s. 2. Deemed acts (2) For the purposes of professional liability, the acts of a professional corporation shall be deemed to be the acts of the shareholders, employees or agents of the corporation, as the case may be. 2000, c. 42, Sched., s. 2. Professional liability (3) The liability of a member for a professional liability claim is not affected by the fact that the member is practising the profession through a professional corporation. 2000, c. 42, Sched., s. 2. Joint and several liability (4) A person is jointly and severally liable with a professional corporation for all professional liability claims made against the…

4 (1) One or more individuals or bodies corporate or any combination thereof may incorporate a corporation by signing articles of incorporation and complying with section 6. R.S.O. 1990, c. B.16, s. 4 (1). Idem (2) Subsection (1) does not apply to an individual who, (a) is less than eighteen years of age; (b) has been found under the Substitute Decisions Act, 1992 or under the Mental Health Act to be incapable of managing property or who has been found to be incapable by a court in Canada or elsewhere; or (c) has the status of bankrupt. R.S.O. 1990, c. B.16, s. 4 (2); 2006, c. 34, Sched. B, s. 2. Section Amendments with date in force (d/m/y) 2006, c. 34, Sched. B, s. 2 - 01/08/2007

5 (1) Articles of incorporation must be in the form approved by the Director and must set out the information required by this Act, the regulations or the Director. 2017, c. 20, Sched. 6, s. 3 (1). First director’s consent (2) The corporation shall keep at its registered office the consent to act as a first director, in the approved form, (a) of each individual who is named in the articles as a first director and who is not an incorporator; and (b) of each individual who is named in the articles as a first director and who is an incorporator, if the articles are sent to the Director in an electronic format and the consent is required by the regulations. 2017, c. 20, Sched. 6, s. 3 (1). Inspection of consent (2.1) Upon request and without charge, the corporation shall permit a director, shareholder or creditor to inspect a consent mentioned in subsection (2) during the normal business hou…

6 An incorporator shall send to the Director articles of incorporation and any other required documents and information and, upon receipt of the articles, documents and information, the Director shall endorse the articles, in accordance with section 273, with a certificate which shall constitute the certificate of incorporation. 2017, c. 20, Sched. 6, s. 4. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 4 - 19/10/2021

7 A certificate of incorporation is conclusive proof that the corporation has been incorporated under this Act on the date set out in the certificate, except in a proceeding under section 240 to cancel the certificate for cause. R.S.O. 1990, c. B.16, s. 7.

8 (1) Every corporation shall be assigned a number by the Director and such number shall be specified as the corporation number in the certificate of incorporation and in any other certificate relating to the corporation endorsed or issued by the Director. R.S.O. 1990, c. B.16, s. 8 (1); 2017, c. 20, Sched. 6, s. 5 (1). Idem (2) Where no name is specified in the articles that are delivered to the Director, the corporation shall be assigned a number name. R.S.O. 1990, c. B.16, s. 8 (2). Changing corporation number or number name (3) If, through inadvertence or otherwise, the Director has assigned to a corporation a corporation number or number name that is the same as the corporation number or number name of any other corporation previously assigned, the Director may, without holding a hearing, change the corporation number or number name assigned to the corporation and any certificate su…

9 (1) Subject to subsection (2), a corporation shall not have a name, (a) that contains a word or expression prohibited by the regulations; (b) that is the same as or, except where a number name is proposed, similar to, (i) the name of a known, (A) body corporate, (B) trust, (C) association, (D) partnership, (E) sole proprietorship, or (F) individual, whether in existence or not, or (ii) the known name under which any body corporate, trust, association, partnership, sole proprietorship, or individual, carries on business or identifies himself, herself or itself, if the use of that name would be likely to deceive; or (c) that does not meet the requirements prescribed by the regulations. R.S.O. 1990, c. B.16, s. 9 (1). Exception to subs. (1) (2) A corporation may have a name described in clause (1) (b) upon complying with conditions prescribed by the regulations. R.S.O. 1990, c. B.16, s. 9…

10 (1) The word “Limited”, “Limitée”, “Incorporated”, “Incorporée” or “Corporation” or the corresponding abbreviations “Ltd.”, “Ltée”, “Inc.” or “Corp.” shall be part, in addition to any use in a figurative or descriptive sense, of the name of every corporation, but a corporation may be legally designated by either the full or the abbreviated form. R.S.O. 1990, c. B.16, s. 10 (1). Languages (2) Subject to this Act and the regulations, a corporation may have a name that is, (a) English only; (b) French only; (c) one name that is a combination of English and French; or (d) one name in English and one name in French that are equivalent but are used separately. 2010, c. 16, Sched. 8, s. 1 (1). Same (2.1) A corporation that has a name described in clause (2) (d) may be legally designated by its English name or its French name. 2010, c. 16, Sched. 8, s. 1 (2). Other restrictions (3) For the pu…

11 (1) No person, while not incorporated, shall trade or carry on a business or undertaking under a name in which “Limited”, “Incorporated” or “Corporation” or any abbreviation thereof, or any version thereof in another language, is used. R.S.O. 1990, c. B.16, s. 11 (1). Idem (2) Where a corporation carries on business or identifies itself to the public by a name or style other than as provided in the articles, that name or style shall not include the word “Limited”, “Incorporated” or “Corporation” or any abbreviation thereof or any version thereof in another language. R.S.O. 1990, c. B.16, s. 11 (2).

12 (1) If a corporation, through inadvertence or otherwise, has acquired a name contrary to section 9 or 10, the Director may, after giving the corporation an opportunity to be heard, issue a certificate of amendment to the articles changing the name of the corporation to a name specified in the certificate and, upon the issuance of the certificate of amendment, the articles are amended accordingly. R.S.O. 1990, c. B.16, s. 12 (1); 2004, c. 19, s. 3 (2). Written hearing (1.1) A hearing referred to in subsection (1) shall be in writing in accordance with the rules made by the Director under the Statutory Powers Procedure Act. 1998, c. 18, Sched. E, s. 20. Failure to perform undertaking (2) Where an undertaking to dissolve or change its name is given by a corporation and the undertaking is not carried out within the time specified, the Director may, after giving the corporation an opportun…

13 A corporation may, but need not, have a corporate seal. R.S.O. 1990, c. B.16, s. 13.

14 (1) A corporation shall at all times have a registered office in Ontario at the location specified in its articles, in a resolution made under subsection (3) or in a special resolution made under subsection (4). 1994, c. 27, s. 71 (4); 2000, c. 26, Sched. B, s. 3 (3). Idem (2) The head office of every corporation incorporated prior to the 29th day of July, 1983 shall be deemed to be the registered office of the corporation. R.S.O. 1990, c. B.16, s. 14 (2). Change of location (3) A corporation may by resolution of its directors change the location of its registered office within a municipality or geographic township. 1994, c. 27, s. 71 (5). Change of municipality, etc. (4) A corporation may by special resolution change the municipality or geographic township in which its registered office is located to another place in Ontario. 1994, c. 27, s. 71 (5). (5) Repealed: 2011, c. 1, Sched. 2…

15 A corporation has the capacity and the rights, powers and privileges of a natural person. R.S.O. 1990, c. B.16, s. 15.

16 A corporation has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Ontario to the extent that the laws of such jurisdiction permit. R.S.O. 1990, c. B.16, s. 16.

17 (1) It is not necessary for a by-law to be passed in order to confer any particular power on the corporation or its directors. R.S.O. 1990, c. B.16, s. 17 (1). Power limited by articles, etc. (2) A corporation shall not carry on any business or exercise any power that it is restricted by its articles from carrying on or exercising, nor shall the corporation exercise any of its powers in a manner contrary to its articles. R.S.O. 1990, c. B.16, s. 17 (2). Acting outside powers (3) Despite subsection (2) and subsection 3 (2), no act of a corporation including a transfer of property to or by the corporation is invalid by reason only that the act is contrary to its articles, by-laws, a unanimous shareholder agreement or this Act. R.S.O. 1990, c. B.16, s. 17 (3).

18 No person is affected by or is deemed to have notice or knowledge of the contents of a document concerning a corporation by reason only that the document has been filed with the Director or is available for inspection at an office of the corporation. R.S.O. 1990, c. B.16, s. 18.

19 A corporation or a guarantor of an obligation of a corporation may not assert against a person dealing with the corporation or with any person who has acquired rights from the corporation that, (a) the articles, by-laws or any unanimous shareholder agreement have not been complied with; (b) the persons named in the most recent notice filed under the Corporations Information Act, or named in the articles, whichever is more current, are not the directors of the corporation; (c) the location named in the most recent notice filed under the Corporations Information Act or named in the articles, whichever is more current, is not the registered office of the corporation; (d) a person held out by a corporation as a director, an officer or an agent of the corporation has not been duly appointed or does not have authority to exercise the powers and perform the duties that are customary in the b…

except where the person has or ought to have, by virtue of the person’s position with or relationship to the corporation, knowledge to that effect. R.S.O. 1990, c. B.16, s. 19; 2006, c. 34, Sched. B, s. 3; 2011, c. 1, Sched. 2, s. 1 (4). Section Amendments with date in force (d/m/y) 2006, c. 34, Sched. B, s. 3 - 01/08/2007 2011, c. 1, Sched. 2, s. 1 (4) - 31/12/2015

20 Repealed: 2006, c. 34, Sched. B, s. 4. Section Amendments with date in force (d/m/y) 2000, c. 26, Sched. B, s. 3 (4) - 06/12/2000 2006, c. 34, Sched. B, s. 4 - 01/08/2007

21 (1) Except as provided in this section, a person who enters into an oral or written contract in the name of or on behalf of a corporation before it comes into existence is personally bound by the contract and is entitled to the benefits thereof. R.S.O. 1990, c. B.16, s. 21 (1). Adoption of contract by corporation (2) A corporation may, within a reasonable time after it comes into existence, by any action or conduct signifying its intention to be bound thereby, adopt an oral or written contract made before it came into existence in its name or on its behalf, and upon such adoption, (a) the corporation is bound by the contract and is entitled to the benefits thereof as if the corporation had been in existence at the date of the contract and had been a party thereto; and (b) a person who purported to act in the name of or on behalf of the corporation ceases, except as provided in subsect…

PART III CORPORATE FINANCE

22 (1) Shares of a corporation shall be in registered form and shall be without nominal or par value. R.S.O. 1990, c. B.16, s. 22 (1). Idem (2) Shares with nominal or par value of a corporation incorporated before the 29th day of July, 1983 shall be deemed to be shares without nominal or par value. R.S.O. 1990, c. B.16, s. 22 (2). Rights of shareholders (3) Where a corporation has only one class of shares, the rights of the holders thereof are equal in all respects and include the rights, (a) to vote at all meetings of shareholders; and (b) to receive the remaining property of the corporation upon dissolution. R.S.O. 1990, c. B.16, s. 22 (3). Idem (4) The articles may provide for more than one class of shares and where they so provide, (a) the rights, privileges, restrictions and conditions attaching to the shares of each class shall be set out therein; and (b) each of the rights set out…

23 (1) Subject to the articles, the by-laws, any unanimous shareholder agreement and section 26, shares may be issued at such time and to such persons and for such consideration as the directors may determine. R.S.O. 1990, c. B.16, s. 23 (1). Shares non-assessable (2) Shares issued by a corporation are non-assessable and the holders are not liable to the corporation or to its creditors in respect thereof. R.S.O. 1990, c. B.16, s. 23 (2). Fully-paid shares (3) A share shall not be issued until the consideration for the share is fully paid in money or in property or past service that is not less in value than the fair equivalent of the money that the corporation would have received if the share had been issued for money. R.S.O. 1990, c. B.16, s. 23 (3). Value determined by directors (4) The directors shall, in connection with the issue of any share not issued for money, determine, (a) the …

24 (1) A corporation shall maintain a separate stated capital account for each class and series of shares it issues. R.S.O. 1990, c. B.16, s. 24 (1). Idem (2) A corporation shall add to the appropriate stated capital account in respect of any shares it issues the full amount of the consideration it receives as determined by the directors which, in the case of shares not issued for money, shall be the amount determined by the directors in accordance with clause 23 (4) (a) or, if a determination is made by the directors in accordance with subclause 23 (4) (b) (i), the amount so determined. R.S.O. 1990, c. B.16, s. 24 (2). Exceptions (3) Despite subsection (2) and subsection 23 (3), a corporation may, subject to subsection (4), add to the stated capital accounts maintained for the shares of classes or series the whole or any part of the consideration that it receives in exchange if the corp…

25 (1) The articles, subject to the limitations set out in them, (a) may authorize the issue of any class of shares in one or more series and may fix the number of shares in, and determine the designation, rights, privileges, restrictions and conditions attaching to the shares of, each series; and (b) may, where the articles authorize the issue of any class of shares in one or more series, authorize the directors to fix the number of shares in, and to determine the designation, rights, privileges, restrictions and conditions attaching to the shares of each series. R.S.O. 1990, c. B.16, s. 25 (1). Proportionate abatement (2) If any amount, (a) of cumulative dividends, whether or not declared, or declared non-cumulative dividends; or (b) payable on return of capital in the event of the liquidation, dissolution or winding up of a corporation, in respect of shares of a series is not paid in …

26 If it is so provided in the articles or a unanimous shareholder agreement, no shares of a class or series shall be issued unless the shares have first been offered to the shareholders of the corporation holding shares of that class or series or of another class or series on such terms as are provided in the articles or unanimous shareholder agreement. R.S.O. 1990, c. B.16, s. 26.

27 (1) A corporation may issue warrants as evidence of conversion privileges or options or rights to acquire securities of the corporation, and shall set out the conditions thereof, (a) in certificates evidencing the securities to which the conversion privileges, options or rights are attached; or (b) in separate certificates or other documents. R.S.O. 1990, c. B.16, s. 27 (1). Idem (2) Conversion privileges and options or rights to purchase securities of a corporation may be made transferable or non-transferable, and options or rights to purchase may be made separable or inseparable from any securities to which they are attached. R.S.O. 1990, c. B.16, s. 27 (2). Corporation to maintain sufficient reserve (3) Where a corporation has granted privileges to convert any securities, other than shares issued by the corporation, into shares of the corporation or has issued or granted options or…

28 (1) Except as provided in subsection (2) and sections 29 to 32, a corporation, (a) shall not hold shares in itself or in its holding body corporate; and (b) shall not permit any of its subsidiary bodies corporate to hold shares of the corporation. R.S.O. 1990, c. B.16, s. 28 (1). Disposal of shares (2) A corporation shall cause a subsidiary body corporate of the corporation that holds shares of the corporation to sell or otherwise dispose of those shares within five years from the date the body corporate became a subsidiary of the corporation. R.S.O. 1990, c. B.16, s. 28 (2).

29 (1) A corporation may in the capacity of a legal representative hold shares in itself or in its holding body corporate unless it or the holding body corporate or a subsidiary of either of them has a beneficial interest in the shares. R.S.O. 1990, c. B.16, s. 29 (1). Idem (2) A corporation may permit a subsidiary body corporate to hold shares of the corporation in the capacity of a legal representative unless the corporation or the subsidiary body corporate or a subsidiary of either of them has a beneficial interest in the shares. R.S.O. 1990, c. B.16, s. 29 (2). Idem (3) A corporation may hold shares in itself or in its holding body corporate by way of security for the purposes of a transaction entered into by it in the ordinary course of a business that includes the lending of money. R.S.O. 1990, c. B.16, s. 29 (3). Exception relating to Canadian ownership (4) A corporation may, for …

30 (1) Subject to subsection (2) and to its articles, a corporation may purchase or otherwise acquire any of its issued shares or warrants. R.S.O. 1990, c. B.16, s. 30 (1). Where prohibited (2) A corporation shall not make any payment to purchase or otherwise acquire shares issued by it if there are reasonable grounds for believing that, (a) the corporation is or, after the payment, would be unable to pay its liabilities as they become due; or (b) after the payment, the realizable value of the corporation’s assets would be less than the aggregate of, (i) its liabilities, and (ii) its stated capital of all classes. R.S.O. 1990, c. B.16, s. 30 (2).

31 (1) Despite subsection 30 (2) but subject to subsection (3) of this section and to its articles, a corporation may purchase or otherwise acquire shares issued by it to, (a) settle or compromise a debt or claim asserted by or against the corporation; (b) eliminate fractional shares; or (c) fulfil the terms of a non-assignable agreement under which the corporation has an option or is obliged to purchase shares owned by a current or former director, officer or employee of the corporation. R.S.O. 1990, c. B.16, s. 31 (1). Idem (2) Despite subsection 30 (2), a corporation may purchase or otherwise acquire shares issued by it to, (a) satisfy the claim of a shareholder who dissents under section 185; or (b) comply with an order under section 248. R.S.O. 1990, c. B.16, s. 31 (2). Restriction on payment (3) A corporation shall not make any payment to purchase or acquire under subsection (1) sh…

32 (1) Despite subsection 30 (2) and subsection 31 (3), but subject to subsection (2) and to its articles, a corporation may purchase or redeem any redeemable shares issued by it at prices not exceeding the redemption price thereof stated in the articles or calculated according to a formula stated in the articles. R.S.O. 1990, c. B.16, s. 32 (1). Restriction on redemption (2) A corporation shall not make any payment to purchase or redeem any redeemable shares issued by it if there are reasonable grounds for believing that, (a) the corporation is or, after the payment, would be unable to pay its liabilities as they become due; or (b) after the payment, the realizable value of the corporation’s assets would be less than the aggregate of, (i) its liabilities, and (ii) the amount that would be required to pay the holders of shares that have a right to be paid, on a redemption or in a liquida…

33 A corporation may accept from any shareholder a share of the corporation surrendered to it as a gift, but may not extinguish or reduce a liability in respect of an amount unpaid on any such share except in accordance with section 34. R.S.O. 1990, c. B.16, s. 33.

34 (1) Subject to subsection (4), a corporation may by special resolution, (a) extinguish or reduce a liability in respect of an amount unpaid on any share; or (b) reduce its stated capital for any purpose including, without limiting the generality of the foregoing, for the purpose of, (i) distributing to the holders of issued shares of any class or series of shares an amount not exceeding the stated capital of the class or series, or (ii) declaring its stated capital to be reduced by, (A) an amount that is not represented by realizable assets, or (B) an amount otherwise determined in respect of which no amount is to be distributed to holders of issued shares of the corporation. R.S.O. 1990, c. B.16, s. 34 (1). Right to vote where reduction under subs. (1) (2) Where a class or series of shares of a corporation would be affected by a reduction of stated capital under clause (1) (b) in a m…

35 (1) Upon a purchase, redemption or other acquisition by a corporation under section 30, 31, 32, 40 or 185 or clause 248 (3) (f) of shares or fractions thereof issued by it, the corporation shall deduct from the stated capital account maintained for the class or series of shares of which the shares purchased, redeemed or otherwise acquired form a part, an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares of that class or series or fractions thereof purchased, redeemed or otherwise acquired, divided by the number of issued shares of that class or series immediately before the purchase, redemption or other acquisition. R.S.O. 1990, c. B.16, s. 35 (1). Idem (2) A corporation shall deduct the amount of a payment made by the corporation to a shareholder under clause 248 (3) (g) from the stated capital account …

36 (1) A contract with a corporation providing for the purchase of shares of the corporation by the corporation is specifically enforceable against the corporation except to the extent that the corporation cannot perform the contract without thereby being in breach of section 30, 31 or 32. R.S.O. 1990, c. B.16, s. 36 (1); 2006, c. 34, Sched. B, s. 10 (1). Idem (2) In any action brought on a contract referred to in subsection (1), the corporation has the burden of proving that performance thereof is prevented by section 30, 31 or 32. R.S.O. 1990, c. B.16, s. 36 (2); 2006, c. 34, Sched. B, s. 10 (2). Enforcement of contract (3) Until the corporation has fulfilled all of its obligations under a contract referred to in subsection (1), the other party to the contract retains the status of a claimant entitled to be paid as soon as the corporation is lawfully able to do so or, in a liquidation,…

37 The directors may authorize the corporation to pay a reasonable commission to any person in consideration of the person’s purchasing or agreeing to purchase shares of the corporation from the corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares. R.S.O. 1990, c. B.16, s. 37.

38 (1) Subject to its articles and any unanimous shareholder agreement, the directors may declare and a corporation may pay a dividend by issuing fully paid shares of the corporation or options or rights to acquire fully paid shares of the corporation and, subject to subsection (3), a corporation may pay a dividend in money or property. R.S.O. 1990, c. B.16, s. 38 (1). Stock dividend (2) If shares of a corporation are issued in payment of a dividend, the corporation may add all or part of the value of those shares to the stated capital account of the corporation maintained or to be maintained for the shares of the class or series issued in payment of the dividend. 2006, c. 34, Sched. B, s. 11. When dividend not to be declared (3) The directors shall not declare and the corporation shall not pay a dividend if there are reasonable grounds for believing that, (a) the corporation is or, afte…

39 (1) Despite anything in this Act, a corporation, (a) that for the time being carries on as its principal business the business of operating a producing mining, gas or oil property owned and controlled by it; (b) that has at least 75 per cent of its assets being of a wasting character; or (c) that is incorporated for the purpose of acquiring the assets or a substantial part of the assets of a body corporate and administering such assets for the purpose of converting them into cash and distributing the cash among the shareholders of the corporation,

may declare and pay dividends out of the funds derived from the operations of the corporation. R.S.O. 1990, c. B.16, s. 39 (1). Extent of impairment of capital (2) The powers conferred by subsection (1) may be exercised even though the value of the net assets of the corporation may be thereby reduced to less than its stated capital of all classes if the payment of the dividends does not reduce the value of its remaining assets to an amount insufficient to meet all the liabilities of the corporation, exclusive of its stated capital of all classes. R.S.O. 1990, c. B.16, s. 39 (2). Special resolution (3) The powers conferred by subsection (1) may be exercised only under the authority of a special resolution. R.S.O. 1990, c. B.16, s. 39 (3).

40 (1) The articles or by-laws of a corporation or, in the case of a corporation other than an offering corporation, a unanimous shareholder agreement, may provide that the corporation has a lien on a share registered in the name of a shareholder or the shareholder’s legal representative for a debt of that shareholder to the corporation, including an amount unpaid in respect of a share issued by a body corporate on the date it was continued under this Act. 2006, c. 8, s. 107. Exception (2) Subsection (1) does not apply to any class or series of shares listed and posted for trading on a stock exchange in or outside Canada. 2006, c. 8, s. 107. Enforcement of lien (3) A corporation may enforce a lien referred to in subsection (1) in accordance with its articles, by-laws or unanimous shareholder agreement. 2006, c. 8, s. 107. Section Amendments with date in force (d/m/y) 2006, c. 8, s. 107 -…

41 The shares of a corporation are personal property. R.S.O. 1990, c. B.16, s. 41.

42 (1) An offering corporation shall not impose restrictions on the transfer or ownership of shares of any class or series except such restrictions as are authorized by its articles. R.S.O. 1990, c. B.16, s. 42 (1); 1994, c. 27, s. 71 (6); 2006, c. 8, s. 108 (1). No public offer if transfer, etc., restricted — exceptions (2) A corporation that has imposed restrictions on the transfer or ownership of a class or series of its shares shall not offer any of its shares of that class or series, or any shares convertible into shares of that class or series, to the public unless the restrictions are necessary, (a) by or under any Act of Canada or Ontario as a condition to the obtaining, holding or renewal of authority to engage in any activity necessary to its undertaking; (b) for the purpose of achieving or preserving its status as a Canadian body corporate for the purpose of any Act of Canada …

43 Nothing in this Act prohibits the issue of debt obligations in bearer form. R.S.O. 1990, c. B.16, s. 43.

44 (1) A condition contained in a debt obligation or in an instrument for securing a debt obligation is not invalid by reason only that the debt obligation is thereby made irredeemable or redeemable only on the happening of a contingency, however remote, or on the expiration of a period, however long. R.S.O. 1990, c. B.16, s. 44 (1). Debt obligations (2) Debt obligations issued, pledged, hypothecated or deposited by a corporation are not redeemed by reason only that the indebtedness evidenced by the debt obligations or in respect of which the debt obligations are issued, pledged, hypothecated or deposited is repaid. R.S.O. 1990, c. B.16, s. 44 (2). Idem (3) Debt obligations issued by a corporation and purchased, redeemed or otherwise acquired by it may be cancelled or, subject to any applicable trust indenture or other agreement, may be reissued, pledged or hypothecated to secure any obl…

PART IV SALE OF RESTRICTED SHARES

45 (1) A corporation that has restrictions on the issue, transfer or ownership of its shares of any class or series may, for any of the purposes set out in clauses (a) to (c), sell, under the conditions and after giving the notice that may be prescribed, as if it were the owner of the shares, any of those restricted shares that are owned, or that the directors determine in the manner that may be prescribed may be owned, contrary to the restrictions in order to, (a) assist the corporation or any of its affiliates or associates to qualify under the Securities Act or similar legislation of a province or territory to obtain, hold or renew a registration, or to qualify for membership in a stock exchange in Ontario recognized as such by the Commission, by reason of limiting to a specified level the ownership of its shares by any prescribed class of persons; (b) assist the corporation or any of…

PART V INDENTURE TRUSTEES

46 (1) In this Part, “event of default” means an event specified in a trust indenture on the occurrence of which, (a) a security interest constituted by the trust indenture becomes enforceable, or (b) the principal, interest and other money payable thereunder become or may be declared to be payable before the date of maturity, but the event is not an event of default until all conditions prescribed by the trust indenture in connection with such event for the giving of notice or the lapse of time or otherwise have been satisfied; (“cas de défaut”) “trust indenture” means any deed, indenture or other instrument, including any supplement or amendment thereto, made by a body corporate under which the body corporate issues or guarantees debt obligations and in which a person is appointed as trustee for the holders of the debt obligations issued or guaranteed thereunder; (“acte de fiducie”) “t…

47 (1) A trustee in exercising the trustee’s powers and discharging the trustee’s duties shall, (a) act honestly and in good faith with a view to the best interests of the holders of the debt obligations issued under the trust indenture; and (b) exercise the care, diligence and skill of a reasonably prudent trustee. R.S.O. 1990, c. B.16, s. 47 (1). Exculpatory clauses (2) No term of a trust indenture or of any agreement between a trustee and the holders of debt obligations issued thereunder or between the trustee and the issuer or guarantor shall operate so as to relieve a trustee from the duties imposed upon the trustee in subsection (1). R.S.O. 1990, c. B.16, s. 47 (2).

48 (1) No person shall be appointed as trustee if there is a material conflict of interest between the person’s role as trustee and the person’s role in any other capacity. R.S.O. 1990, c. B.16, s. 48 (1). Idem (2) A trustee shall, within ninety days after becoming aware that a material conflict of interest exists, (a) eliminate such conflict of interest; or (b) resign from office. R.S.O. 1990, c. B.16, s. 48 (2). Validity not affected (3) If, despite this section, a trustee has a material conflict of interest, the validity and enforceability of the trust indenture under which the trustee has been appointed, of the security interest constituted by or under such trust indenture and of the securities issued under such trust indenture are not affected in any manner whatsoever by reason only of the existence of such material conflict of interest. R.S.O. 1990, c. B.16, s. 48 (3). Replacing tr…

49 (1) An issuer or a guarantor of debt obligations issued or to be issued under a trust indenture, before doing any act referred to in clause (a), (b), (c) or (d), shall furnish the trustee with evidence of compliance with the conditions in the trust indenture relating to, (a) the issue, certification and delivery of debt obligations under the trust indenture; (b) the release or release and substitution of property subject to a security interest constituted by the trust indenture; (c) the satisfaction and discharge of the trust indenture; or (d) the taking of any other action to be taken by the trustee at the request of or on the application of the issuer or guarantor. R.S.O. 1990, c. B.16, s. 49 (1). Idem (2) Evidence of compliance as required by subsection (1) shall consist in each case of, (a) a statutory declaration or certificate made by a director or an officer of the issuer or gu…

50 A trustee under a trust indenture and any related person to the trustee shall not be appointed a receiver or receiver and manager or liquidator of the assets or undertaking of the issuer or guarantor of the debt obligations under the trust indenture. R.S.O. 1990, c. B.16, s. 50.

51 (1) The trustee shall be required to give to the holders of debt obligations issued under the trust indenture, within a reasonable time but not exceeding thirty days after the trustee becomes aware of the occurrence thereof, notice of every event of default arising under the trust indenture unless the trustee in good faith determines that the withholding of the notice is in the best interests of the holders of the debt obligations and so advises the issuer or guarantor in writing. R.S.O. 1990, c. B.16, s. 51 (1). Idem (2) Where notice of the occurrence of an event of default under a trust indenture is given under subsection (1) and the default is thereafter cured, notice that the default is no longer continuing shall be given by the trustee to the holders of the debt obligations within a reasonable time, but not exceeding thirty days, after the trustee becomes aware that the default h…

52 (1) Any person, upon payment to a trustee of a reasonable fee therefor, may require the trustee to furnish, within ten days after delivering to the trustee the statutory declaration referred to in subsection (3), a list setting out, (a) the names and addresses of the registered holders of the outstanding debt obligations; (b) the principal amount of outstanding debt obligations owned by each such holder; and (c) the aggregate principal amount of debt obligations outstanding, as shown on the records maintained by the trustee on the day that the statutory declaration is delivered to the trustee. R.S.O. 1990, c. B.16, s. 52 (1). Information to be furnished to trustee (2) Upon the demand of a trustee, the issuer of debt obligations shall furnish the trustee with the information required to enable the trustee to comply with subsection (1). R.S.O. 1990, c. B.16, s. 52 (2). Statutory declara…

PART VI CORPORATE SECURITIES

53 Except as otherwise provided in this Act, the transfer or transmission of a security is governed by the Securities Transfer Act, 2006. 2006, c. 8, s. 110. Section Amendments with date in force (d/m/y) 2006, c. 8, s. 110 - 01/01/2007

54 (1) A security issued by a corporation may be represented by a security certificate or may be an uncertificated security. 2006, c. 8, s. 111. Uncertificated securities (2) Unless otherwise provided by the corporation’s articles, the directors of a corporation may provide by resolution that any or all classes and series of its shares or other securities shall be uncertificated securities, provided that such resolution shall not apply to securities represented by a certificate until such certificate is surrendered to the corporation. 2006, c. 8, s. 111. Notice to holder of uncertificated security (3) Within a reasonable time after the issuance or transfer of an uncertificated security, the corporation shall send to the registered owner of the uncertificated security a written notice containing the information required to be stated on a share certificate pursuant to subsections 56 (1) an…

55 (1) A security certificate shall be signed by at least one of the following persons: 1. A director or officer of the corporation. 2. A registrar, transfer agent or branch transfer agent of the corporation, or an individual on their behalf. 3. A trustee who certifies it in accordance with a trust indenture. 2006, c. 8, s. 112. Same (2) A signature required by subsection (1) may be printed or otherwise mechanically reproduced on the security certificate. 2006, c. 8, s. 112. Same (3) If a security certificate contains a printed or mechanically reproduced signature of a person, the corporation may issue the security certificate even if the person has ceased to be a director or an officer of the corporation, and the security certificate is as valid as if the person were a director or an officer at the date of its issue. 2006, c. 8, s. 112. Section Amendments with date in force (d/m/y) 2006…

56 (1) There shall be stated on the face of each share certificate issued by a corporation, (a) the name of the corporation; (b) the words “Incorporated under the law of the Province of Ontario”, “Subject to the Business Corporations Act (Ontario)” or words of like effect; (c) the name of the person to whom it was issued; and (d) the number and class of shares and the designation of any class or series that the certificate represents. 2006, c. 8, s. 113 (1); 2017, c. 2, Sched. 12, s. 1 (3). Idem (2) Where a corporation is authorized to issue shares of more than one class or series, the corporation shall legibly state on each share certificate issued by it, (a) the rights, privileges, restrictions and conditions attached to the shares of each class and series that exists when the share certificate is issued; or (b) that the class or series of shares that it represents has rights, privileg…

57 (1) A corporation may issue a certificate for a fractional share or may issue in place thereof scrip certificates in bearer form that entitle the holder to receive a certificate for a full share by exchanging scrip certificates aggregating a full share. R.S.O. 1990, c. B.16, s. 57 (1). Same (1.1) A corporation may issue the fractional share described in subsection (1) as an uncertificated security registered or recorded in records maintained by or on behalf of the corporation or by or on behalf of a registrar, transfer agent, branch transfer agent or issuing or other authenticating agent of the corporation by the making of an appropriate entry in the records of the corporation or its registrar, transfer agent, branch transfer agent or other issuing or authenticating agent. 2006, c. 8, s. 114 (1). Scrip certificates (2) The directors may attach conditions to any scrip certificates issu…

58 (1) When there has been an overissue within the meaning of the Securities Transfer Act, 2006 and the corporation subsequently amends its articles or trust indenture to increase any maximum number of securities to a number equal to or in excess of the maximum number of securities previously authorized plus the amount of the securities overissued, the securities so overissued, and any act taken by any person in reliance upon the validity of such overissued securities, are valid from the date of their issue. 2006, c. 8, s. 115. Non-application of ss. 30, 31, 32, 35 (2) A purchase or payment in accordance with subsection 67 (2) or (3) of the Securities Transfer Act, 2006 is not a purchase or payment to which section 30, 31, 32 or 35 of this Act applies. 2006, c. 8, s. 115. Section Amendments with date in force (d/m/y) 2006, c. 8, s. 115 - 01/01/2007

59.-66 Repealed: 2006, c. 8, s. 116. Section Amendments with date in force (d/m/y) 2006, c. 8, s. 116 - 01/01/2007

67 (1) An issuer or a trustee defined in subsection 46 (1) may, subject to sections 95, 96 and 100, treat the registered holder of a security as the person exclusively entitled to vote, to receive notices, to receive any interest, dividend or other payments in respect of the security, and otherwise to exercise all the rights and powers of a holder of the security. R.S.O. 1990, c. B.16, s. 67 (1). Representatives, etc., may exercise rights of security holder (2) A corporation whose articles or unanimous shareholder agreement restrict the right to transfer its securities shall, and any other corporation may, treat a person referred to in clause (a), (b) or (c) as a registered security holder entitled to exercise all the rights of the security holder that the person represents, if that person furnishes evidence as described in section 87 of the Securities Transfer Act, 2006 to the corporati…

68.-91 Repealed: 2006, c. 8, s. 118. Section Amendments with date in force (d/m/y) 1994, c. 27, s. 71 (7-10) - 01/03/1995 2006, c. 8, s. 118 - 01/01/2007

PART VII SHAREHOLDERS

92 (1) The shareholders of a corporation are not, as shareholders, liable for any act, default, obligation or liability of the corporation except under subsections 34 (5), 108 (5) and 130 (5) and section 243. R.S.O. 1990, c. B.16, s. 92 (1); 2011, c. 1, Sched. 2, s. 1 (6). Shares subject to call (2) The provisions of the Corporations Act relating to the liability of a holder of shares that are not fully paid and to the enforcement of such liability apply in respect of shares that were not fully paid, (a) on the 1st day of January, 1971, in the case of shares of a corporation that then became subject to The Business Corporations Act, being chapter 53 of the Revised Statutes of Ontario, 1970; or (b) on the day upon which any other body corporate was continued under The Business Corporations Act, being chapter 53 of the Revised Statutes of Ontario, 1970, or under this Act, in the case of sh…

93 (1) Subject to the articles and any unanimous shareholder agreement, a meeting of shareholders of a corporation shall be held at such place in or outside Ontario as the directors determine or, in the absence of such a determination, at the place where the registered office of the corporation is located. R.S.O. 1990, c. B.16, s. 93. Meeting by electronic means (2) A meeting held under subsection 94 (2) shall be deemed to be held at the place where the registered office of the corporation is located. 1999, c. 12, Sched. F, s. 4. Section Amendments with date in force (d/m/y) 1999, c. 12, Sched. F, s. 4 - 27/03/2000

94 (1) Subject to subsection 104 (1), the directors of a corporation, (a) shall call an annual meeting of shareholders not later than eighteen months after the corporation comes into existence and subsequently not later than fifteen months after holding the last preceding annual meeting; and (b) may at any time call a special meeting of shareholders. R.S.O. 1990, c. B.16, s. 94. Meeting by telephonic or electronic means (2) Subject to the articles or by-laws and subsection (4), a meeting of shareholders may be held entirely by one or more telephonic or electronic means or by any combination of in-person attendance and by one or more telephonic or electronic means. 2023, c. 9, Sched. 4, s. 3. Same, articles, etc. (3) In addition to any other matters that the articles or by-laws may provide for with respect to the holding of meetings of shareholders in accordance with subsection (2), the a…

95 (1) For the purpose of determining shareholders, (a) entitled to receive payment of a dividend; (b) entitled to participate in a liquidation or distribution; or (c) for any other purpose except the right to receive notice of or to vote at a meeting,

the directors may fix in advance a date as the record date for such determination of shareholders, but the record date shall not precede by more than fifty days the particular action to be taken. R.S.O. 1990, c. B.16, s. 95 (1). Same (2) For the purpose of determining shareholders entitled to receive notice of a meeting of shareholders, the directors may fix in advance a date as the record date for such determination of shareholders, but the record date shall not precede by more than 60 days or by less than 30 days the date on which the meeting is to be held. 2006, c. 9, Sched. A, s. 1. Idem (3) Where no record date is fixed, (a) the record date for the determination of shareholders entitled to receive notice of a meeting of shareholders shall be, (i) at the close of business on the day immediately preceding the day on which the notice is given, or (ii) if no notice is given, the day on …

96 (1) Notice of the time and place of a meeting of shareholders shall be sent, in the case of an offering corporation, not less than twenty-one days and, in the case of any other corporation, not less than ten days, but, in either case, not more than fifty days, before the meeting, (a) to each shareholder entitled to vote at the meeting; (b) to each director; and (c) to the auditor of the corporation. R.S.O. 1990, c. B.16, s. 96 (1). When notice is not required to specify place of meeting (1.1) Despite subsection (1), a notice of a meeting of shareholders is not required to specify a place of the meeting if the meeting is to be held entirely by one or more telephonic or electronic means. 2023, c. 9, Sched. 4, s. 4 (1). Instructions re attending meeting by telephonic, etc. means (1.2) If a person may attend a meeting of shareholders by telephonic or electronic means, the notice of the me…

97 Subject to this Act or the articles or by-laws of a corporation or a unanimous shareholder agreement, (a) all questions proposed for the consideration of the shareholders shall be determined by the majority of the votes cast and the chair presiding at the meeting shall not have a second or casting vote in case of an equality of votes; (b) the chair presiding at a meeting of shareholders may, with the consent of the meeting and subject to such conditions as the meeting decides, adjourn the meeting from time to time and from place to place subject to subsections 96 (3) and (4); and (c) the president or, in his or her absence, a vice-president who is a director shall preside as chair at a meeting of shareholders, but, if there is no president or such a vice-president or if at a meeting none of them is present within fifteen minutes after the time appointed for the holding of the meeting,…

98 A shareholder and any other person entitled to attend a meeting of shareholders may in any manner and at any time waive notice of a meeting of shareholders, and attendance of any such person at a meeting of shareholders is a waiver of notice of the meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. R.S.O. 1990, c. B.16, s. 98.

99 (1) A registered holder of shares entitled to vote or a beneficial owner of shares that are entitled to be voted at a meeting of shareholders may, (a) submit to the corporation notice of a proposal; and (b) discuss at the meeting any matter in respect of which the registered holder or beneficial owner would have been entitled to submit a proposal. 2006, c. 34, Sched. B, s. 14 (1). Proof of status (1.1) If a person claims to be a beneficial owner of shares of a corporation for the purposes of subsection (1), the corporation may require the person to provide proof that the person is a beneficial owner of shares of the corporation. 2010, c. 16, Sched. 5, s. 1 (1). Same (1.2) A written statement by a securities intermediary, as defined in the Securities Transfer Act, 2006, that a person is a beneficial owner of shares of the corporation is sufficient proof for the purposes of subsection (…

100 (1) A corporation shall prepare a list of shareholders entitled to receive notice of a meeting, arranged in alphabetical order and showing the number of shares held by each shareholder, which list shall be prepared, (a) if a record date is fixed under subsection 95 (2), not later than ten days after such record date; or (b) if no record date is fixed, (i) at the close of business on the day immediately preceding the day on which notice is given, or (ii) where no notice is given, on the day on which the meeting is held. R.S.O. 1990, c. B.16, s. 100 (1). Entitlement to vote (2) A shareholder whose name appears on a list prepared under subsection (1) is entitled to vote the shares shown opposite the shareholder’s name at the meeting to which the list relates. 2006, c. 34, Sched. B, s. 15. (3) Repealed: 2006, c. 34, Sched. B, s. 15. Examination of list (4) A shareholder may examine the l…

101 (1) Unless the by-laws provide otherwise, a quorum of shareholders is present at a meeting of shareholders, irrespective of the number of persons actually present at the meeting, if the holders of a majority of the shares entitled to vote at the meeting are present in person or represented by proxy. 2017, c. 2, Sched. 12, s. 1 (4). Idem (2) If a quorum is present at the opening of a meeting of shareholders, the shareholders present may, unless the by-laws otherwise provide, proceed with the business of the meeting even if a quorum is not present throughout the meeting. R.S.O. 1990, c. B.16, s. 101 (2). Idem (3) If a quorum is not present at the time appointed for a meeting of shareholders, or within such reasonable time thereafter as the shareholders present may determine, the shareholders present may adjourn the meeting to a fixed time and place but may not transact any other busine…

102 (1) Unless the articles otherwise provide, each share of a corporation entitles the holder thereof to one vote at a meeting of shareholders. R.S.O. 1990, c. B.16, s. 102 (1). Representative (2) Where a body corporate or association is a shareholder of a corporation, the corporation shall recognize any individual authorized by a resolution of the directors or governing body of the body corporate or association to represent it at meetings of shareholders of the corporation. R.S.O. 1990, c. B.16, s. 102 (2). Idem (3) An individual authorized as set out in subsection (2) may exercise on behalf of the body corporate or association he or she represents all the powers it could exercise if it were an individual shareholder. R.S.O. 1990, c. B.16, s. 102 (3). Joint shareholders (4) Unless the by-laws otherwise provide, where two or more persons hold shares jointly, one of those holders present…

103 (1) Unless the by-laws otherwise provide, voting at a meeting of shareholders shall be by show of hands, except where a ballot is demanded by a shareholder or proxyholder entitled to vote at the meeting. R.S.O. 1990, c. B.16, s. 103 (1). Idem (2) A shareholder or proxyholder may demand a ballot either before or after any vote by show of hands. R.S.O. 1990, c. B.16, s. 103 (2). Voting by telephonic or electronic means (2.1) Unless the by-laws expressly provide otherwise, a vote at a meeting of shareholders may be conducted entirely by one or more telephonic or electronic means or by a combination of one or more telephonic or electronic means and voting in person. 2023, c. 9, Sched. 4, s. 6. Entry in minutes (3) Unless a ballot is demanded, an entry in the minutes of a meeting of shareholders to the effect that the chair declared a motion to be carried is admissible in evidence as proo…

104 (1) Except where a written statement is submitted by a director under subsection 123 (2) or where representations in writing are submitted by an auditor under subsection 149 (6), (a) a resolution in writing signed by all the shareholders or their attorney authorized in writing entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders; (b) a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of shareholders, and signed by all the shareholders or their attorney authorized in writing entitled to vote at that meeting, satisfies all the requirements of this Act relating to that meeting of shareholders; and (c) in the case of a corporation that is not an offering corporation, (i) a resolution in writing signed by the holders of at least a majority of the shares or the…

105 (1) The holders of not less than 5 per cent of the issued shares of a corporation that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition. R.S.O. 1990, c. B.16, s. 105 (1). Idem (2) The requisition referred to in subsection (1) shall state the business to be transacted at the meeting and shall be sent to the registered office of the corporation. R.S.O. 1990, c. B.16, s. 105 (2). Duty of directors to call meeting (3) Upon receiving the requisition referred to in subsection (1), the directors shall call a meeting of shareholders to transact the business stated in the requisition unless, (a) a record date has been fixed under subsection 95 (2) and notice thereof has been given under subsection 95 (4); (b) the directors have called a meeting of shareholders and have given notice…