Corporations Act

Bills that amended this Act0

No published amendment links yet for this Act.

Sections1,160

• 1Definitions

  1 (1) In this Act, “books” includes loose-leaf books where reasonable precautions are taken against the misuse of them; (“livres”) “Chief Executive Officer” means the Chief Executive Officer appointed under subsection 10 (2) of the Financial Services Regulatory Authority of Ontario Act, 2016; (“directeur général”) “Commission” means the Ontario Securities Commission; (“Commission”) “company” means a corporation with share capital; (“compagnie”) “corporation” means a corporation with or without share capital, but in Part III “corporation” means a corporation without share capital; (“personne morale”) “court” means the Superior Court of Justice; (“tribunal”) “day” means a clear day; (“jour”) “Director” means the Director appointed under section 278 of the Business Corporations Act; (“directeur”) “electronic signature” means an identifying mark or process that is, (a) created or communicate…

• 1.
• 1.1Execution of documents

  1.1 Any letters patent, notice, resolution, requisition, statement or other document required or permitted to be executed by more than one person for the purposes of this Act may be executed in several documents of like form, each of which is executed by one or more persons, and such documents, when duly executed by all persons required or permitted to do so, as the case may be, are deemed to constitute one document for the purposes of this Act. 2017, c. 20, Sched. 7, s. 2. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 2 - 19/10/2021

• 2.
• 2Application of Act

  2 (1) This Act, except if it is otherwise expressly provided, applies to, (a) a social company that, (i) was incorporated by or under a general or special Act of the Parliament of the late Province of Upper Canada, (ii) was incorporated by or under a general or special Act of the Parliament of the late Province of Canada, that has its head office and carries on business in Ontario and that was incorporated with objects to which the authority of the Legislature extends, and (iii) was incorporated by or under a general or special Act of the Legislature; and Note: On October 19, 2046, the 25th anniversary of the day subsection 3 (1) of Schedule 7 to the Cutting Unnecessary Red Tape Act, 2017 comes into force, clause 2 (1) (a) of the Act is repealed and the following substituted: (See: 2017, c. 20, Sched. 7, s. 3 (2)) (a) a social company that, (i) was incorporated by or under a special Act …

• 2 #2Application of Act
• 2. #2
• PART I CORPORATIONS, INCORPORATION AND NAME
• 2 #3Application of Act
• 2.1Continuance of social companies

  2.1 (1) A social company that was incorporated or continued under this Act shall, no later than the fifth anniversary of the day subsection 4 (1) of Schedule 7 to the Cutting Unnecessary Red Tape Act, 2017 comes into force, apply, pursuant to a special resolution, to be continued, (a) as a corporation without share capital under the Not-for-Profit Corporations Act, 2010; (b) as a co-operative corporation under the Co-operative Corporations Act; or (c) as a corporation with share capital under the Business Corporations Act. 2017, c. 20, Sched. 7, s. 4 (1). Dissolution of company if not continued (2) If a company that is required by subsection (1) to be continued under another Act is not so continued by the fifth anniversary described in that subsection, the company is hereby dissolved on the day after that fifth anniversary. 2017, c. 20, Sched. 7, s. 4 (1). Saving, to apply for continuanc…

• 3.
• [s4]
• 2.1.1Repealed

  2.1.1 Repealed: 1990, c. C.38, s. 2.1.1 (2). Section Amendments with date in force (d/m/y) 1990, c. C.38, s. 2.1.1 (2) - see 2020, c. 7, Sched. 7, s. 2 - 19/10/2021 2020, c. 7, Sched. 7, s. 2 - 12/05/2020

• 4.
• 2.2Delegation

  2.2 (1) The Minister may delegate in writing any or all of his or her duties and powers under this Act to any person, subject to any restrictions set out in the delegation. 2017, c. 20, Sched. 7, s. 5. Same, by Director (2) The Director may delegate in writing any or all of his or her duties and powers under this Act to any person, subject to any restrictions set out in the delegation. 2017, c. 20, Sched. 7, s. 5. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 5 - 19/10/2021

• 5.
• [s6]
• 2.3Agreements with authorized persons

  2.3 (1) In this section, “business filing services” includes any of the duties and powers of the Minister or the Director and related services. 2017, c. 20, Sched. 7, s. 5. Agreements to provide business filing services (2) The Minister or a person designated by the Minister may, on behalf of the Crown in right of Ontario, enter into one or more agreements authorizing a person or entity to provide business filing services on behalf of the Crown, the government, the Minister, the Director or other government official. 2017, c. 20, Sched. 7, s. 5. Not Crown agent (3) A person or entity that has entered into an agreement under subsection (2) for the provision of business filing services is not an agent of the Crown for any purpose despite the Crown Agency Act, unless a regulation made under this Act provides otherwise. 2017, c. 20, Sched. 7, s. 5. Use, etc., of records and information (4) A…

• 6.
• 2.4Property of Crown

  2.4 The records and information filed with and maintained by the Minister under this Act are the property of the Crown. 2017, c. 20, Sched. 7, s. 5. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 5 - 19/10/2021

• 7.
• 2.5Signature required on letters patent, certificate, etc.

  2.5 (1) If the Minister issues letters patent, supplementary letters patent, an order or a certificate as to any fact, or certifies true copies of a document, the letters patent, supplementary letters patent, order, certificate or certified copy must be signed by the Minister, by the Director or by a public servant employed under Part III of the Public Service of Ontario Act, 2006 and designated by the regulations. 2017, c. 20, Sched. 7, s. 5. Evidence (2) Letters patent, supplementary letters patent, an order, a certificate or a certified copy referred to in subsection (1), when introduced as evidence in any civil, criminal, administrative, investigative or other action or proceeding, are, in the absence of evidence to the contrary, proof of the facts so certified without personal appearance to prove the signature or official position of the person appearing to have signed the letters p…

• 8.
• [s9]

  PART I CORPORATIONS, INCORPORATION AND NAME

• 9.
• [s10]
• 10.
• 3Repealed

  3 Repealed: 2017, c. 20, Sched. 7, s. 6. Section Amendments with date in force (d/m/y) 2010, c. 15, s. 211 (4) - no effect - see 2017, c. 20, Sched. 8, s. 57 - 14/11/2017 2017, c. 20, Sched. 7, s. 6 - 19/10/2021

• [s11]
• 11.
• 4Incorporation by letters patent

  4 (1) The Minister may in his or her discretion, by letters patent, issue a charter to any number of persons, not fewer than three, of eighteen or more years of age, who apply therefor, constituting them and any others who become shareholders or members of the corporation thereby created a corporation for any of the objects to which the authority of the Legislature extends, except those of railway and incline railway and street railway corporations and corporations within the meaning of the Loan and Trust Corporations Act. R.S.O. 1990, c. C.38, s. 4 (1); 2017, c. 20, Sched. 7, s. 7. (2) Repealed: 1994, c. 27, s. 78 (1). Incorporation of private company with limited objects (3) Despite subsection (1), a private company may be incorporated under this Act with power to lend and invest money on mortgage of real estate or otherwise, or with power to accept and execute the office of liquidator…

• [s12]
• 12.
• 5Supplementary letters patent

  5 (1) The Minister may in his or her discretion issue supplementary letters patent to any corporation that applies therefor amending or otherwise altering or modifying its letters patent or prior supplementary letters patent. R.S.O. 1990, c. C.38, s. 5 (1); 2017, c. 20, Sched. 7, s. 8. (2) Repealed. See: Table of Public Statute Provisions Repealed Under Section 10.1 of the Legislation Act, 2006 – December 31, 2011. (3) Spent: R.S.O. 1990, c. C.38, s. 5 (3). Section Amendments with date in force (d/m/y) R.S.O. 1990, c. C.38, s. 5 (2) - no effect - see Table of Public Statute Provisions Repealed Under Section 10.1 of the Legislation Act, 2006 - 31/12/2011 2017, c. 20, Sched. 7, s. 8 - 19/10/2021

• 13.
• 5.1Filing by fax

  5.1 Despite any regulations made under section 326.1, applications for letters patent or supplementary letters patent and any other applications, documents and information may be filed by fax only with the Director’s consent. 2017, c. 20, Sched. 7, s. 9. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 9 - 19/10/2021

• 14.
• 5.2Electronic version prevails

  5.2 (1) If an application for letters patent, supplementary letters patent, an order or an authorization is filed with the Minister in an electronic format and there is a conflict between the electronic version and any other version of the letters patent, supplementary letters patent, order or authorization, the electronic version of the letters patent, supplementary letters patent, order or authorization issued under this Act and recorded in an electronic system maintained under section 6, or a printed copy of the electronic version, prevails over any other version of the document that may exist, regardless of whether the other version of the document has been executed in accordance with this Act, the regulations and the Director’s requirements. 2017, c. 20, Sched. 7, s. 9. Same, prescribed documents (2) If a prescribed document is filed in an electronic format and there is a conflict b…

• 15.
• 6Form of Minister’s records

  6 (1) Records required by this Act to be prepared and maintained by the Minister may be in paper form, in electronic form or in photographic film form, or may be entered or recorded by any system of mechanical or electronic data processing or information storage that is capable of reproducing required information in an accurate and intelligible form within a reasonable time. 2017, c. 20, Sched. 7, s. 10. Admission as evidence (2) If records maintained by the Minister are prepared and maintained other than in written form, (a) the Minister shall give any copy required to be given under this Act in intelligible written form; and (b) a report reproduced from those records that purports to be certified by the Minister, by the Director or by a public servant employed under Part III of the Public Service of Ontario Act, 2006 and designated by the regulations is, without proof of the office or …

• 16.
• 6.1Search

  6.1 A person who has paid the required fee is entitled, using any search method approved by the Director, to search and obtain copies of any document required by this Act, the regulations or the Director to be sent to the Minister. 2017, c. 20, Sched. 7, s. 10. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 10 - 19/10/2021

• 6 #17Form of Minister’s records
• 7Sufficiency of material to be established

  7 An applicant under this Act shall establish to the satisfaction of the Minister the sufficiency of the application and all documents filed therewith and shall furnish such evidence regarding the application as the Minister considers proper. R.S.O. 1990, c. C.38, s. 7.

• PART II COMPANIES
• 17.
• 6 #18Form of Minister’s records
• 8Evidence under oath

  8 The Minister, the Director or any public servant employed under Part III of the Public Service of Ontario Act, 2006 and designated by the regulations to whom an application is referred, or a person to whom an application is referred under an agreement made under section 2.3, may take evidence under oath with respect to the application. 2017, c. 20, Sched. 7, s. 11. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 11 - 19/10/2021

• [s19]
• 18.
• 9Variation of terms of application

  9 On an application for letters patent, supplementary letters patent or an order, the Minister may give the corporation a name different from its proposed or existing name, may vary the objects or other provisions of the application and may impose such conditions as he or she considers proper. R.S.O. 1990, c. C.38, s. 9; 2017, c. 20, Sched. 7, s. 12. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 12 - 19/10/2021

• [s20]
• 10Defects in form not to invalidate letters patent

  10 The provisions of this Act relating to matters preliminary to the issue of letters patent or supplementary letters patent or an order are directory only, and no letters patent or supplementary letters patent or order are void or voidable on account of any irregularity or insufficiency in any matter preliminary to the issue thereof. R.S.O. 1990, c. C.38, s. 10; 2017, c. 20, Sched. 7, s. 13. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 13 - 14/11/2017

• 19.
• 11Repealed

  11 Repealed: 1994, c. 27, s. 78 (2). Section Amendments with date in force (d/m/y) 1994, c. 27, s. 78 (2) - 01/03/1995

• 20.
• 8 #21Evidence under oath
• [s22]
• 12Commencement of existence

  12 (1) A corporation comes into existence on the date of the letters patent incorporating it. R.S.O. 1990, c. C.38, s. 12 (1). Date of letters patent, etc. (2) Letters patent, supplementary letters patent, orders and authorizations issued under this Act or a predecessor of this Act must be dated as of, (a) the day the Minister receives, (i) the application for them that is in the approved form or in the prescribed or required electronic format and that is completed in accordance with this Act, (ii) all other required documents executed in accordance with this Act, the regulations and the Director’s requirements, (iii) all other required information, and (iv) the required fee; or (b) any later date that is acceptable to the Director and specified by the person who submitted the application for them or by the court. 2017, c. 20, Sched. 7, s. 14. Effective date of letters patent, etc. (3) L…

• 21.
• 8 #22Evidence under oath
• 12.1Issue of letters patent, etc.

  12.1 Unless otherwise provided in this Act, the regulations made under this Act or the Director’s requirements, upon receipt of an application for letters patent, supplementary letters patent, an order or an authorization that is in the approved form or in the prescribed or required electronic format and that is completed in accordance with this Act, any other required documents and information and the required fee, the Minister may, subject to his or her discretion under this Act and subject to subsection 12 (2), (a) issue letters patent, supplementary letters patent, an order or an authorization, as the case may be, with a certificate setting out the day, month and year of issuance and the corporation number; (b) file the letters patent, supplementary letters patent, order or authorization issued with a certificate in the records maintained under section 6; and (c) send or otherwise ma…

• 22.
• 13Corporate name

  13 (1) A corporation shall not be given a name, (a) that is the same as or similar to the name of a known corporation, association, partnership, individual or business if its use would be likely to deceive, except where the corporation, association, partnership, individual or person consents in writing that its, his or her name in whole or in part be granted, and, if required by the Minister, (i) in the case of a corporation, undertakes to dissolve or change its name within six months after the incorporation of the new corporation, or (ii) in the case of an association, partnership or individual, undertakes to cease to carry on its, his or her business or activities, or change its, his or her name, within six months after the incorporation of the new corporation; (b) that suggests or implies a connection with the Crown or any member of the Royal Family or the Government of Canada or the …

• 23.
• 14Change not to affect rights, etc.

  14 A change in the name of a corporation does not affect its rights or obligations. R.S.O. 1990, c. C.38, s. 14.

• 24.
• 15Unauthorized use of “Limited”, etc.

  15 A person, partnership or association that trades or carries on a business or undertaking under a name in which “Limited”, “Limitée”, “Incorporated”, “Incorporée”, or “Corporation” or any abbreviation thereof is used, unless incorporated, is guilty of an offence and on conviction is liable to a fine of not more than $200. R.S.O. 1990, c. C.38, s. 15.

• 25.
• 16Corrected letters patent, etc.

  16 (1) If letters patent or supplementary letters patent issued under this Act or a predecessor of this Act contain an error, the directors or members of the corporation may apply to the Minister for corrected letters patent or corrected supplementary letters patent. 1994, c. 27, s. 78 (3). Same (2) The Minister, on his or her own initiative or on an application under subsection (1), may issue corrected letters patent or corrected supplementary letters patent. 1994, c. 27, s. 78 (3). Surrender of documents (3) If requested by the Minister, the corporation shall surrender the letters patent or supplementary letters patent being corrected within the time period specified by the Minister. 2017, c. 20, Sched. 7, s. 17. Conditions (4) The Minister may issue the corrected letters patent or supplementary letters patent subject to such conditions as he or she may impose. 1994, c. 27, s. 78 (3). …

• 26.
• [s28]

  PART II COMPANIES

• 27.
• 17Incorporation

  17 A company may be incorporated under this Part only if Part V would apply to the company. 2017, c. 20, Sched. 7, s. 18. Section Amendments with date in force (d/m/y) 2010, c. 15, s. 211 (4) - no effect - see 2017, c. 20, Sched. 8, s. 57 - 14/11/2017 2017, c. 20, Sched. 7, s. 18 - 19/10/2021

• 28.
• 18Application for incorporation

  18 (1) The applicants for incorporation of a company shall file with the Minister an application showing: 1. The names in full and the address for service of each of the applicants. 2. The name of the company to be incorporated. 3. The objects for which the company is to be incorporated. 4. The place in Ontario where the head office of the company is to be situate. 5. The authorized capital, the classes of shares, if any, into which it is to be divided, the number of shares of each class, and the par value of each share, or, where the shares are to be without par value, the consideration, if any, exceeding which each share or the aggregate consideration, if any, exceeding which all the shares of each class may not be issued. 6. Where there are to be preference shares, the preferences, rights, conditions, restrictions, limitations or prohibitions attaching to them or each class of them. 7…

• 29.
• [s31]
• 19Original shareholders

  19 Upon incorporation of a company, each applicant becomes a shareholder holding the class and number of shares stated in the application to be taken by the applicant and is liable to the company for the amount to be paid therefor. R.S.O. 1990, c. C.38, s. 19.

• 30.
• [s32]
• 20Use of word “Limited”

  20 (1) The name of a company shall have the word “Limited” or “Limitée” as the last word thereof, but a company may use the abbreviation “Ltd.” or “Ltée” and may be referred to in the same manner. Not applicable to insurers (2) This section does not apply to insurers incorporated under Part V. R.S.O. 1990, c. C.38, s. 20.

• 31.
• [s33]
• 21Use of name

  21 (1) Where a company or a director, officer or employee thereof uses the name of the company, the word “Limited” or “Limitée”, or the abbreviation “Ltd.” or “Ltée”, shall appear as the last word thereof. Exception (2) Stamping, writing, printing or otherwise marking on goods, wares and merchandise of the company or upon packages containing the same shall not be deemed a use of the name within the meaning of subsection (1). R.S.O. 1990, c. C.38, s. 21 (1, 2). Idem (3) A private company shall have the words “private company” or the words “compagnie fermée” on its seal, if it has a seal. R.S.O. 1990, c. C.38, s. 21 (3); 1993, c. 27, Sched.; 1998, c. 18, Sched. E, s. 60. Offence (4) A company that contravenes any requirement of this section and every director, officer or employee of the company who authorizes, permits or acquiesces in any such contravention is guilty of an offence and on c…

• 32.
• [s34]
• 17 #34Incorporation
• 22Use of name

  22 Despite subsection 20 (1) and section 21, a company may use its name in such form and in such language as the letters patent or supplementary letters patent provide. R.S.O. 1990, c. C.38, s. 22.

• 33.
• 17 #35Incorporation
• 23Incidental powers

  23 (1) A company possesses, as incidental and ancillary to the objects set out in the letters patent or supplementary letters patent, power, (a) to carry on any other business capable of being conveniently carried on in connection with its business or likely to enhance the value of or make profitable any of its property or rights; (b) to acquire or undertake the whole or any part of the business, property and liabilities of any person carrying on any business that the company is authorized to carry on; (c) to apply for, register, purchase, lease, acquire, hold, use, control, license, sell, assign or dispose of patents, patent rights, copyrights, trade marks, formulae, licences, inventions, processes, distinctive marks and similar rights; (d) to enter into partnership or into any arrangement for sharing of profits, union of interests, co-operation, joint adventure, reciprocal concession o…

• 34.
• 24Loans to shareholders and directors

  24 (1) Except as provided in subsection (2), a company shall not make loans to any of its shareholders or directors or give, directly or indirectly, by means of a loan, guarantee, the provision of security or otherwise, any financial assistance for the purpose of, or in connection with, a purchase made or to be made by any person of any shares of the company. Exceptions (2) A company may, (a) make loans to any of its shareholders or directors in the ordinary course of its business where the making of loans is part of the ordinary business of the company; (b) make loans to full-time employees of the company whether or not they are shareholders or directors, with a view to enabling them to purchase or erect dwelling houses for their own occupation, and may take from such employees mortgages or other securities for the repayment of such loans; (c) provide, in accordance with a scheme for th…

• 35.
• 25Authorized capital

  25 (1) The authorized capital of a company shall be divided into shares with par value or without par value or both and may consist of shares of more than one class. Par shares (2) Where the shares of a company are with par value, its authorized capital shall be expressed in dollars, pounds, francs or other currency in the letters patent or supplementary letters patent and is an amount equal to the total of the products of the number of shares of each class multiplied by the par value thereof. No par or par and no par shares (3) Where the shares of a company are without par value or where part of its shares are with par value and part are without par value, its authorized capital shall be expressed as a specified number of shares in the letters patent or supplementary letters patent. R.S.O. 1990, c. C.38, s. 25 (1-3). Consideration for no par shares (4) Where the shares of a company are …

• 36.
• 26Nature of shares

  26 Each share of a class shall be the same in all respects as every other share of that class. R.S.O. 1990, c. C.38, s. 26.

• 37.
• 27More than one class of shares

  27 (1) If a company has more than one class of shares, one class shall be common shares designated as such and the other class or classes shall be preference shares howsoever designated. Application (2) Subsection (1) does not apply to shares authorized before the 30th day of April, 1954. R.S.O. 1990, c. C.38, s. 27.

• 38.
• 28Preference shares

  28 (1) If a company has more than one class of shares, the letters patent or supplementary letters patent shall provide that the preference shares of a class confer upon the holders thereof a preference or right over the holders of shares of another class, either preference or common, and such preference or right, without limiting the nature thereof, may be in respect of dividends, repayment of capital, the right to elect part of the board of directors or the right to convert such shares into shares of another class or other classes of shares or into securities. Conditions, etc. (2) The letters patent or supplementary letters patent of a company may provide that the preference shares of a class may have attached thereto conditions, restrictions, limitations or prohibitions including, but without limiting the nature thereof, the right of the company to purchase for cancellation or at its …

• 39.
• 29Preference shares in series

  29 (1) The letters patent or supplementary letters patent of a company may authorize the issue from time to time in one or more series of the preference shares of a class and may authorize the directors to fix from time to time before such issue the designation, preferences, rights, conditions, restrictions, limitations or prohibitions attaching to the shares of each series of such class. R.S.O. 1990, c. C.38, s. 29 (1). Voting rights (2) The shares of all series of the same class of preference shares shall carry the same voting rights or the same restrictions, conditions, limitations or prohibitions on the right to vote. R.S.O. 1990, c. C.38, s. 29 (2). Dividends (3) Where any dividends or amounts payable on a repayment of capital are not paid in full, the shares of all series of the same class of preference shares shall participate rateably in respect of such dividends, including accum…

• 40.
• 30Voting rights

  30 (1) Subject to subsection 28 (2), every holder of a preference share or a common share is entitled to one vote for each preference share or each common share held by the holder at all meetings of the shareholders of the company, but this subsection does not apply to shares authorized before the 30th day of April, 1954. Votes (2) The letters patent or supplementary letters patent may provide for a greater number of votes for each share of a class or classes at all times or on the happening of a stated event. R.S.O. 1990, c. C.38, s. 30.

• 41.
• 31Issued capital, par value shares

  31 (1) Where the shares of a company are with par value, its issued capital shall be expressed in dollars, pounds, francs or other currency and is an amount equal to the total of the products of the number of issued shares of each class multiplied by the par value thereof. No par value shares, etc. (2) Where the shares of a company are without par value or where part of its shares are with par value and part are without par value, its issued capital shall be expressed in dollars, pounds, francs or other currency and is an amount equal to the total of the products of the number of issued shares of each class with par value multiplied by the par value thereof, together with the amount of the consideration for which the shares without par value from time to time outstanding were issued and together with such amounts as from time to time by by-law of the company may be transferred thereto. I…

• 42.
• 32Issue of shares

  32 (1) In the absence of a provision to the contrary in the letters patent, supplementary letters patent or by-laws of the company, shares may be allotted and issued at such times and in such manner and to such persons or class of persons as the directors determine. Consideration, par value shares (2) Shares with par value shall not be allotted and issued as fully paid except for a consideration payable in cash at least equal to the product of the number of shares allotted and issued multiplied by the par value thereof or for a consideration payable directly or indirectly in property or past services which the directors in good faith determine by express resolution to be in all circumstances of the transaction the fair equivalent of such cash consideration. Consideration, no par shares (3) Shares without par value may be allotted and issued for such consideration as is fixed by the direc…

• 43.
• 33Commission on sale of shares

  33 (1) The directors may pass by-laws for the payment of commissions to persons in consideration of their subscribing or agreeing to subscribe, whether absolutely or conditionally, for shares in the company, or procuring or agreeing to procure subscriptions, whether absolute or conditional for such shares, but no such commission shall exceed 25 per cent of the amount of the subscription. Commission by-laws to be confirmed (2) No by-law passed under subsection (1) is effective until it is confirmed by at least two-thirds of the votes cast at a general meeting of shareholders duly called for considering it. No unauthorized commissions (3) Except as provided in subsection (1), no company shall apply any of its shares or capital, either directly or indirectly, in payment of any commission, discount or allowance to any person in consideration of the person’s subscribing or agreeing to subscri…

• 44.
• 34Supplementary letters patent

  34 (1) A company may apply to the Minister for the issue of supplementary letters patent, (a) extending, limiting or otherwise varying its objects; (b) changing its name; (c) increasing its authorized capital; (d) decreasing, (i) its authorized capital by cancelling issued or unissued shares with or without par value or by reducing the par value of issued or unissued shares, or (ii) its issued capital, if it has shares without par value, and, where it has more capital than it requires, authorizing the repayment of capital to the shareholders to the extent that the issued capital is decreased in any way under this clause; (e) redividing its authorized capital into shares of lesser or greater par value; (f) consolidating or subdividing any of its shares without par value; (g) changing any of its shares with par value into shares without par value; (h) changing any of its shares without par…

• 45.
• 35Reduction of capital

  35 On an application for supplementary letters patent decreasing authorized or issued capital, the company shall establish to the satisfaction of the Minister that after the decrease the company will be solvent and, if required by the Minister, shall establish to his or her satisfaction that there are no creditors who object to the application. R.S.O. 1990, c. C.38, s. 35.

• 46.
• 36Decrease of issued capital

  36 Where issued shares without par value are cancelled, the issued capital is thereby decreased by an amount equal to the total of the products of the average consideration for which the shares of each such class were issued multiplied by the number of shares cancelled of each such class, respectively. R.S.O. 1990, c. C.38, s. 36.

• 47.
• 37Liability on decrease of issued capital

  37 (1) On a decrease of the issued capital of a company by supplementary letters patent, each person who was a shareholder on the date of the supplementary letters patent is individually liable to the creditors of the company for the debts due on that date to an amount not exceeding the amount of the repayment to the person or reduction of the person’s liability, or both, as the case may be. Limitation of liability (2) A person is not liable under subsection (1), (a) unless the company has been sued for the debt within six months after the date of the supplementary letters patent and execution has been returned unsatisfied in whole or in part; and (b) unless the person is sued for the debt within two years from the date of the supplementary letters patent. Idem (3) After execution has been so returned, the amount due on the execution, not exceeding the amount of the repayment to the pers…

• 48.
• 38Fractional shares

  38 (1) A person entitled to a fraction of a share is not entitled to be registered on the books of the company in respect thereof or to receive a share certificate therefor, but the person is entitled to receive a bearer fractional certificate in respect of such fraction and, on presentation at the head office of the company, or at a place designated by the company, of bearer fractional certificates for fractions that together represent a whole share, a share certificate for a whole share shall be issued in exchange therefor and the person in whose name such certificate is issued shall be registered on the books of the company as the holder of such share. Transfer (2) Such a bearer fractional certificate is transferable by delivery. Purchase by company (3) For the purpose of consolidating fractions of shares into whole shares, a company may purchase fractions of shares and, if it does so…

• 49.
• 39Shares deemed personal estate

  39 The shares of a company shall be deemed to be personal estate. R.S.O. 1990, c. C.38, s. 39.

• 50.
• 40Transfer of shares

  40 (1) The shares of a company are transferable on the books of the company subject to such conditions and restrictions as this Act, the special Act, the letters patent or supplementary letters patent prescribe. Transfer by-laws (2) Subject to subsection (3), no by-law shall be passed that in any way restricts the right of a holder of fully-paid shares to transfer them, but by-laws may be passed regulating the method of their transfer. Where shareholder indebted to company (3) Except in the case of shares listed on a recognized stock exchange, where the letters patent, supplementary letters patent or by-laws so provide, the directors may refuse to permit the registration of a transfer of fully-paid shares registered in the name of a shareholder who is indebted to the company. R.S.O. 1990, c. C.38, s. 40.

• 51.
• 41Register of transfers

  41 Every company shall cause to be kept a register of transfers in which all transfers of shares and the date and other particulars of each transfer shall be set out. R.S.O. 1990, c. C.38, s. 41.

• 52.
• 42Transfer agents

  42 A company may appoint a transfer agent to keep the register of shareholders and the register of transfers and may also appoint one or more branch transfer agents to keep branch registers of shareholders and branch registers of transfers. R.S.O. 1990, c. C.38, s. 42.

• 53.
• 43Where registers to be kept

  43 (1) The register of shareholders and the register of transfers shall be kept at the head office of the company or at such other office or place in Ontario as is appointed by resolution of the directors, and the branch register or registers of shareholders and the branch register or registers of transfers may be kept at such office or offices of the company or other place or places, either in or outside Ontario, as are appointed by resolution of the directors. Valid registration (2) Registration of the transfer of a share of the company in the register of transfers or a branch register of transfers is a complete and valid registration for all purposes. Entry in branch transfer register (3) In each branch register of transfers shall be recorded only the particulars of the transfers of shares registered in that branch register of transfers. Entry in register of transfers (4) Particulars …

• 54.
• 44Share certificates

  44 (1) Every shareholder is entitled to a share certificate in respect of the shares held by the shareholder, signed by the proper officers in accordance with the company’s by-laws in that regard, but the company is not bound to issue more than one share certificate in respect of a share or shares held jointly by several persons and delivery of a share certificate to one of several joint shareholders is sufficient delivery to all. Title (2) A share certificate is proof, in the absence of evidence to the contrary, of the title of the shareholder to the shares represented thereby. Fee (3) A company may charge a fee of not more than 50 cents for every share certificate issued, except that, in the case of the allotment and issue of shares, no fee shall be charged. R.S.O. 1990, c. C.38, s. 44.

• 55.
• 45Lost certificates

  45 Where a share certificate is defaced, destroyed or lost, a new certificate may be issued in its place on payment of such fee, if any, not exceeding $1 and on such terms, if any, as to evidence and indemnity as the directors determine. R.S.O. 1990, c. C.38, s. 45.

• 56.
• 46Contents of share certificates

  46 (1) Every share certificate, (a) shall bear upon its face the name of the company, a statement in English or in French that the company is incorporated in the Province of Ontario and a statement of its authorized capital; (b) shall state the number and class of shares represented thereby and whether the shares are with par value or without par value and, if partly paid, the amount paid up thereon or that the shares are fully paid, as the case may be; (c) if it represents preference shares, shall state thereon in legible characters the preferences, rights, conditions, restrictions, limitations or prohibitions attaching to the class of preference shares to which it belongs; and (d) if it represents shares of a private company, shall bear upon its face the words “Private Company” or the words “compagnie fermée”. Exception (2) Where some but not all of the preference shares of a class are…

• 57.
• [s59]
• 47Signing of share certificates

  47 A share certificate shall be signed manually by at least one officer of the company or by or on behalf of a transfer agent or branch transfer agent of the company, and the company may by by-law provide that any additional signatures required on share certificates may be printed, engraved, lithographed or otherwise mechanically reproduced thereon, and in such event share certificates so signed are as valid as if they had been signed manually. R.S.O. 1990, c. C.38, s. 47.

• 58.
• 48Trusts

  48 (1) A company is not bound to see to the execution of any trust, whether express, implied or constructive, in respect of any share. Discharge (2) The receipt of the shareholder in whose name the share is registered on the books of the company is a valid and binding discharge to the company for any payment made in respect of such share whether notice of such trust has been given to the company or not. Application of money paid (3) The company is not bound to see to the application of the money paid upon such receipt. R.S.O. 1990, c. C.38, s. 48 (1-3). Authority to transfer (4) The written authorization of an executor, administrator, guardian or trustee who is registered on the books of the company as holding shares in any such capacity is sufficient justification for the company to register a transfer of such shares, including a transfer into the name of such executor, administrator, g…

• 59.
• 49Share warrants

  49 (1) A public company, if so authorized by its letters patent or supplementary letters patent and subject to the provisions respecting share warrants therein contained, may, with respect to any fully-paid shares, issue under the seal of the company a share warrant stating that the bearer of it is entitled to the share or shares therein specified, and may provide, by coupons or otherwise, for the payment of future dividends on the share or shares specified in the share warrant. Entry of share warrant in company books (2) On the issue of a share warrant, the company shall remove from its books the name of the shareholder then entered thereon as holding such share or shares as if the person had ceased to be a shareholder and shall enter in such books the following particulars: 1. The fact of the issue of the share warrant. 2. A statement of the shares specified in the share warrant. 3. Th…

• 60.
• 50Transfers valid only after registration

  50 (1) No transfer of shares, unless made by sale under an execution or under a decree, order or judgment of a court of competent jurisdiction, is valid for any purpose whatsoever until registration thereof has been duly made in the register of transfers or in a branch register of transfers of the company, save only as exhibiting the rights of the parties thereto towards each other and, if absolute, of rendering any transferee jointly and severally liable with the transferor to the company and to its creditors. Exception (2) Despite subsection (1), where fully-paid shares are listed on a recognized stock exchange at the time of the delivery of a certificate for such shares with a duly executed instrument of transfer endorsed thereon or accompanying it, such delivery constitutes a valid transfer of the shares represented by such certificate, but, until registration of such transfer is dul…

• 61.
• 51Notice to owner

  51 (1) The directors may refuse to permit the registration of a transfer of shares on the books of the company for the purpose of notifying the person registered thereon as owner of such shares of the application for such registration, and in that event the company shall forthwith give notice to such person of such application. Owner may lodge caveat (2) The owner may within seven days after the giving of such notice lodge a caveat against the registration of the transfer and thereupon the registration of the transfer shall not be made for a period of forty-eight hours. Transfer may be registered if no order served (3) If within one week after the giving of such notice or the expiration of such period of forty-eight hours, whichever last expires, no order of a competent court enjoining the registration of the transfer has been served upon the company, the transfer may be registered. Liab…

• 62.
• 52Where consent of directors to transfer required

  52 (1) No registration of a transfer of shares that are not fully paid shall be made without the consent of the directors and of the transferee and, subject to subsection (4), where such registration is made with the consent of the directors, the transferor is not liable to the company or to its creditors for the amount unpaid on such shares. Directors’ liability (2) Subject to subsection (3), where registration is made with the consent of the directors of a transfer of shares that are not fully paid to a person whom the directors have reason to believe is not of sufficient means to pay fully for such shares, the directors are jointly and severally liable to the company and to its creditors in the same manner and to the same extent as the transferor would have been liable if the registration had not been made. Relief from liability (3) If a director, present when such consent to registra…

• 63.
• 53Transmission of deceased shareholder’s shares

  53 Where upon the death of a holder of any shares or securities of a company a transmission thereof takes place to or title to or control thereof vests or is claimed to vest in any person, herein called “the successor”, the company is justified in permitting or consenting to the registration thereof in the name of the successor on the company’s books or in paying the principal amount thereof or any dividend or interest thereon to the successor, (a) if the successor claims by virtue of a grant of probate or letters of administration or other instrument issued or purporting to be issued by a court or other judicial authority in any jurisdiction, upon production of the same or an authenticated copy thereof or extract therefrom or a certificate of such grant under the seal of such court or other authority without any proof of the authenticity of such seal or other proof whatever and deposit …

• 64.
• 54Calls on shares

  54 (1) The directors may by resolution call in and by notice thereof in writing demand from the shareholders the whole or any part of the amount unpaid on shares held by them at such times and places and in such payments or instalments as this Act, the special Act, the letters patent, the supplementary letters patent, the by-laws or the terms of allotment and issue of such shares require or allow. Demand to state liability to forfeiture (2) The demand shall state that, in the event of the call not being paid in accordance with the demand, the shares in respect of which the call was made will be liable to be forfeited. Liability for interest (3) If a shareholder fails to pay a call due by the shareholder on or before the day appointed for the payment thereof, the shareholder is liable to pay interest on the amount thereof at the rate of 5 per cent per year from the day appointed for payme…

• 65.
• 55Right to receive uncalled money

  55 The directors may receive at any time from a shareholder all or any part of the money uncalled and unpaid upon shares held by the shareholder. R.S.O. 1990, c. C.38, s. 55.

• 66.
• 56Shareholder’s liability limited

  56 (1) A shareholder shall not, as such, be held answerable or responsible for any act, default, obligation or liability of the company, or for any engagement, claim, payment, loss, injury, transaction, matter or thing relating to or connected with the company beyond the amount unpaid on the shareholder’s shares. Shareholder’s liability (2) A shareholder, until the whole amount has been paid up on the shareholder’s shares, is liable to the creditors of the company to an amount equal to that unpaid thereon, but the shareholder is not liable to an action therefor by a creditor until an execution at the suit of the creditor against the company has been returned unsatisfied in whole or in part. Amount recoverable (3) The amount due on such execution, not exceeding the amount unpaid on the shareholder’s shares, is the amount recoverable from such shareholder and, when so recovered, shall be c…

• 67.
• 57Trustees, etc., not personally liable

  57 (1) No executor, administrator, guardian or trustee who is registered on the books of the company as a shareholder and therein described as representing in any such capacity a named estate, person or trust is personally liable in respect of the shares that he, she or it so represents. R.S.O. 1990, c. C.38, s. 57 (1); 1992, c. 32, s. 6 (3). Liability of estate, etc. (2) The estate, person or trust so represented is liable as if the testator, intestate, mentally incapable person, ward or beneficiary were registered on the books of the company as the holder of the shares. R.S.O. 1990, c. C.38, s. 57 (2); 1992, c. 32, s. 6 (4). Where trustee, etc., liable (3) If the testator, intestate, mentally incapable person, ward or beneficiary so represented is not named on the books of the company, the executor, administrator, committee, guardian or trustee is personally liable in respect of such s…

• 68.
• 58Mortgagees

  58 (1) The word “mortgagee”, as used in subsection (2), includes a trustee for holders of securities. Mortgagee not personally liable (2) No mortgagee of a share of a company and no person holding such a share as collateral security who is registered on the books of the company as the holder of such share and therein described as representing in either of such capacities a named mortgagor or person giving such collateral security is personally liable in respect of such share that he, she or it so represents, but the mortgagor or other person giving such collateral security is liable as if the mortgagor or other person were registered on the books of the company as the holder of such share. R.S.O. 1990, c. C.38, s. 58.

• 69.
• [s71]
• 59Borrowing powers

  59 (1) The directors may pass by-laws, (a) for borrowing money on the credit of the company; (b) for issuing, selling or pledging securities of the company; or (c) for charging, mortgaging, hypothecating or pledging all or any of the property of the company, including book debts and unpaid calls, rights, powers, franchises and undertaking, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the company. Definition (2) The expression “property of the company” in subsection (1) and in every predecessor thereof includes and has included always both present and future property of the company. Borrowing by-laws to be confirmed (3) No by-law passed under subsection (1) is effective until it has been confirmed by at least two-thirds of the votes cast at a general meeting of shareholders duly called for considering it. R.S.O. 1990, c. C.38, s. 5…

• 70.
• 60Irredeemable securities

  60 A condition contained in a security or in a deed for securing a security is not invalid by reason only that the security 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. C.38, s. 60.

• 71.
• 61Copy to be filed

  61 (1) A copy certified by an officer of the company to be a true copy, or any other type of copy permitted by the Director of any charge, mortgage or other instrument of hypothecation or pledge made by the company to secure its securities, must be filed forthwith with the Minister. 2017, c. 20, Sched. 7, s. 22. Exception (2) Subsection (1) does not apply to a charge or mortgage filed with the Minister under any other Act. R.S.O. 1990, c. C.38, s. 61 (2). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 22 - 19/10/2021

• 72.
• 62Power to declare dividends

  62 (1) Subject to the special Act, letters patent or supplementary letters patent of the company, the directors may declare and the company may pay dividends on the issued shares of the company. Manner of payment (2) A dividend may be paid in money or in specie or in kind not exceeding in value the amount of the dividend. When dividend not to be declared (3) The directors shall not declare and the company shall not pay any dividend or bonus when the company is insolvent, or any dividend or bonus the payment of which renders the company insolvent or that diminishes its capital, and, if any dividend or bonus is declared and paid contrary to this subsection, the directors are jointly and severally liable to the company for the amount of the dividend so declared and paid or such part thereof as renders the company insolvent or diminishes its capital. Relief from liability (4) If a director, …

• 73.
• 63Stock dividends

  63 For the amount of any dividend that the directors may declare payable in money, they may declare a stock dividend and issue therefor shares of the company as fully paid or may credit the amount of such dividend on shares of the company already issued but not fully paid, and the liability of the holders of such shares shall be reduced by the amount of such dividend. R.S.O. 1990, c. C.38, s. 63.

• 74.
• 64Closing transfer registers

  64 The directors, upon declaring a dividend, may direct that no transfer of shares shall be registered on the books of the company for a stated period, not exceeding two weeks, immediately preceding the payment of the dividend, and payment thereof shall be made to the shareholders of record on the date of closing the books. R.S.O. 1990, c. C.38, s. 64.

• 75.
• 65Cumulative voting for directors

  65 The letters patent, supplementary letters patent or by-laws of a company may provide that every shareholder entitled to vote at an election of directors has the right to cast thereat a number of votes equal to the number of votes attached to the shares held by the shareholder multiplied by the number of directors to be elected, and the shareholder may cast all such votes in favour of one candidate or distribute them among the candidates in such manner as the shareholder sees fit, and that, where a shareholder has voted for more than one candidate without specifying the distribution of the votes among such candidates the shareholder shall be deemed to have divided the votes equally among the candidates for whom the shareholder voted. R.S.O. 1990, c. C.38, s. 65.

• 76.
• 66Removal of directors

  66 Where the letters patent, supplementary letters patent or by-laws of a company provide for the election of directors by cumulative voting under section 65, the letters patent, supplementary letters patent or by-laws may provide that the shareholders may, by a resolution passed by at least two-thirds of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of his or her term of office, and may, by a majority of the votes cast at that meeting, elect any person in his or her stead for the remainder of the term, but that no director shall be removed where the votes cast against the resolution for his or her removal would, if cumulatively voted at an election of the full board of directors, be sufficient to elect one or more directors. R.S.O. 1990, c. C.38, s. 66.

• 77.
• 67Idem

  67 (1) Where the letters patent, supplementary letters patent or by-laws of a company do not provide for cumulative voting under section 65, the letters patent, supplementary letters patent or by-laws may provide that the shareholders may, by a resolution passed by at least two-thirds of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of his or her term of office, and may, by a majority of the votes cast at that meeting, elect any person in his or her stead for the remainder of the term. Exception (2) Subsection (1) does not affect the operation of any provision respecting the removal of directors in the letters patent or supplementary letters patent of a company issued before the 30th day of April, 1954. R.S.O. 1990, c. C.38, s. 67.

• 78.
• 68By-laws

  68 (1) The directors may pass by-laws not contrary to this Act or to the letters patent or supplementary letters patent to regulate, (a) the allotment and issue of shares, the making of calls thereon, the payment thereof, the issue of share certificates, the forfeiture of shares for non-payment, the sale of forfeited shares, the transfer and the registration of transfers of shares; (b) the declaration and payment of dividends; (c) the qualification and remuneration of the directors; (d) the time for and the manner of election of directors; (e) the appointment, remuneration, functions, duties and removal of agents, officers and employees of the company and the security, if any, to be given by them to it; (f) the time and place and the notice to be given for the holding of meetings of the shareholders and of the board of directors, the quorum at meetings of shareholders, the requirements a…

• 79.
• 69Payment of president and directors

  69 No by-law for the payment of the president as president or of any director as a director is effective until it has been confirmed at a general meeting of the shareholders duly called for that purpose. R.S.O. 1990, c. C.38, s. 69.

• 80.
• 70Executive committee

  70 (1) Where the number of directors on the board of directors of a company is more than six, the directors may pass a by-law authorizing them to elect from among their number an executive committee consisting of not fewer than three and to delegate to the executive committee any powers of the board, subject to the restrictions, if any, contained in the by-law or imposed from time to time by the directors. Confirmation (2) The by-law is not effective until it has been confirmed by at least two-thirds of the votes cast at a general meeting of the shareholders duly called for that purpose. Quorum (3) An executive committee may fix its quorum at not less than a majority of its members. R.S.O. 1990, c. C.38, s. 70.

• 81.
• 71Disclosure by directors of interests in contracts

  71 (1) Every director of a company who is in any way directly or indirectly interested in a proposed contract or a contract with the company shall declare his or her interest at a meeting of the directors of the company. Time of declaration (2) In the case of a proposed contract, the declaration required by this section shall be made at the meeting of the directors at which the question of entering into the contract is first taken into consideration or, if the director is not at the date of that meeting interested in the proposed contract, at the next meeting of the directors held after he or she becomes so interested, and, in a case where the director becomes interested in a contract after it is made, the declaration shall be made at the first meeting of the directors held after he or she becomes so interested. General notice (3) For the purposes of this section, a general notice given …

• 82.
• [s84]
• 72Definitions re ss. 72 to 78

  72 (1) In this section and in sections 73 to 78, “affiliate” means an affiliated company within the meaning of subsection 106 (3); (“membre du même groupe”) “associate”, where used to indicate a relationship with any person, means, (a) any company of which such person beneficially owns directly or indirectly equity shares carrying more than 10 per cent of the voting rights attached to all equity shares of the company for the time being outstanding, (b) any trust or estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar capacity, (c) any person to whom the person is married or with whom the person is living in a conjugal relationship outside marriage, or (d) any relative of the person or of a person mentioned in clause (c) who, in any such case, has the same home as the person; (“personne qui a un lien”) “capital secu…

• 83.
• 73Report by insider

  73 (1) A person who becomes an insider of a company shall, within ten days after the end of the month in which the person becomes an insider, file with the Commission a report, as of the day on which the person became an insider, of the person’s direct or indirect beneficial ownership of or control or direction over capital securities of the company. Idem (2) If a person who is an insider of a company, but has no direct or indirect beneficial ownership of or control or direction over capital securities of the company, acquires direct or indirect beneficial ownership of or control or direction over any such securities, the person shall, within ten days after the end of the month in which the person acquired such direct or indirect beneficial ownership or such control or direction, file with the Commission a report, as of the date of such acquisition, of the person’s direct or indirect ben…

• 84.
• 74Reports may be inspected

  74 (1) All reports filed with the Commission under section 73 or any predecessor thereof shall be open to public inspection at the offices of the Commission during normal business hours of the Commission, and any person may make extracts from such reports. Publication of information contained in reports (2) The Commission shall summarize in or as part of a monthly periodical for distribution to the public on payment of a reasonable fee therefor the information contained in the reports so filed. R.S.O. 1990, c. C.38, s. 74.

• 85.
• 75Offence

  75 (1) Every person who is required to file a report under section 73 or any predecessor thereof and who fails so to do is guilty of an offence and on conviction is liable to a fine of not more than $1,000, and, where such person is a company, every director or officer of such company who authorized, permitted or acquiesced in such failure is also guilty of an offence and on conviction is liable to a like fine. Idem (2) Every person who files a report under section 73 or any predecessor thereof that is false or misleading by reason of the misstatement or omission of a material fact is guilty of an offence and on conviction is liable to a fine of not more than $1,000, and, where such person is a company, every director or officer of such company who authorized, permitted or acquiesced in the filing of such false or misleading report is also guilty of an offence and on conviction is liable…

• 86.