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ONTARIO BUSINESS CORPORATIONS ACT
05/12/2009 Important Notice: The following statute is subject to amendment and legislative changes, so particular attention should be directed to the date of the statute, with reference being made to the official government website for the most current version of a statute at www.e-laws.gov.on.ca. PART XI BOOKS AND RECORDS Records 139. (1) Where this Act requires a record to be kept by a corporation, it may be kept in a bound or looseleaf book or may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device. R.S.O. 1990, c. B.16, s. 139 (1). Guard against falsification of records (2) The corporation shall, (a) take adequate precautions, appropriate to the means used, for guarding against the risk of falsifying the information recorded; and (b) provide means for making the information available in an accurate and intelligible form within a reasonable time to any person lawfully entitled to examine the records. R.S.O. 1990, c. B.16, s. 139 (2). Admissibility of records in evidence (3) The bound or looseleaf book or, where the record is not kept in a bound or looseleaf book, the information in the form in which it is made available under clause (2) (b) is admissible in evidence as proof, in the absence of evidence to the contrary, of all facts stated therein, before and after dissolution of the corporation. R.S.O. 1990, c. B.16, s. 139 (3). False information (4) No person shall remove, withhold or destroy information required by this Act or the regulations to be recorded, or, (a) record or assist in recording any information in a record; or (b) make information purporting to be accurate available in a form referred to in clause (2) (b), knowing it to be untrue. R.S.O. 1990, c. B.16, s. 139 (4). Records, duties of corporation 140. (1) A corporation shall prepare and maintain, at its registered office or at such other place in Ontario designated by the directors, (a) the articles and the by-laws and all amendments thereto, and a copy of any unanimous shareholder agreement known to the directors; (b) minutes of meetings and resolutions of shareholders; (c) a register of directors in which are set out the names and residence addresses, while directors, including the street and number, if any, of all persons who are or have been directors of the corporation with the several dates on which each became or ceased to be a director; and (d) a securities register complying with section 141. R.S.O. 1990, c. B.16, s. 140 (1). Idem (2) In addition to the records described in subsection (1), a corporation shall prepare and maintain, (a) adequate accounting records; and (b) records containing minutes of meetings and resolutions of the directors and any committee thereof, but, provided the retention requirements of any taxing authority of Ontario, the government of Canada or any other jurisdiction to which the corporation is subject have been satisfied, the accounting records mentioned in clause (a) need only be retained by the corporation for six years from the end of the last fiscal period to which they relate. R.S.O. 1990, c. B.16, s. 140 (2). Interpretation (3) For the purposes of clause (1) (b) and subsection (2), where a body corporate is continued under this Act, “records” includes similar records required by law to be maintained by the body corporate before it was so continued. R.S.O. 1990, c. B.16, s. 140 (3). Securities register 141. (1) A corporation shall prepare and maintain at its registered office, or at any other place in Ontario designated by the directors, a securities register in which it records the securities issued by it in registered form, showing with respect to each class or series of securities, (a) the names, alphabetically arranged of persons who, (i) are or have been within six years registered as shareholders of the corporation, the address including the street and number, if any, of every such person while a holder, and the number and class of shares registered in the name of such holder, (ii) are or have been within six years registered as holders of debt obligations of the corporation, the address including the street and number, if any, of every such person while a holder, and the class or series and principal amount of the debt obligations registered in the name of such holder, or (iii) are or have been within six years registered as holders of warrants of the corporation, other than warrants exercisable within one year from the date of issue, the address including the street and number, if any, of every such person while a registered holder, and the class or series and number of warrants registered in the name of such holder; and (b) the date and particulars of the issue of each security and warrant. R.S.O. 1990, c. B.16, s. 141 (1). Register of transfers (2) A corporation shall cause to be kept a register of transfers in which all transfers of securities issued by the corporation in registered form and the date and other particulars of each transfer shall be set out. R.S.O. 1990, c. B.16, s. 141 (2). (3) Repealed: 2006, c. 8, s. 120. Transfer agents 142. For each class of securities and warrants issued by it, a corporation may appoint, (a) a trustee, transfer agent or other agent to keep the securities register and the register of transfers and one or more persons or agents to keep branch registers; and (b) a registrar, trustee or agent to maintain a record of issued security certificates and warrants, and, subject to section 48, one person may be appointed for the purposes of both clauses (a) and (b) in respect of all securities and warrants of the corporation or any class or classes thereof. R.S.O. 1990, c. B.16, s. 142. Registers, general 143. (1) The securities register and the register of transfers shall be kept at the registered office of a corporation or at such other places in Ontario designated by the directors, and the branch register or registers of transfers may be kept at such offices of the corporation or other places, either within or outside Ontario, designated by the directors. R.S.O. 1990, c. B.16, s. 143 (1). Valid registration (2) Registration of the transfer of a security or warrant of a corporation in the register of transfers or a branch register of transfers is a complete and valid registration for all purposes. R.S.O. 1990, c. B.16, s. 143 (2). Entry in branch transfer register (3) In each branch register of transfers there shall be recorded only the particulars of the transfers of securities or warrants registered in that branch register of transfers. R.S.O. 1990, c. B.16, s. 143 (3). Entry in register of transfers (4) Particulars of every transfer of securities and warrants registered in every branch register of transfers shall be recorded in the register of transfers. R.S.O. 1990, c. B.16, s. 143 (4). Documents not required to be produced (5) A corporation or a person appointed under section 142 is not required to produce, (a) any security certificate or warrant that is not in registered form; or (b) any security certificate or warrant that is in registered form after six years, (i) in the case of a share certificate, from the date of its cancellation, (ii) in the case of a warrant, from the date of its transfer or exercise, whichever occurs first, or (iii) in the case of a certificate representing a debt obligation, from the date of cancellation of such certificate. R.S.O. 1990, c. B.16, s. 143 (5). Records open to examination by directors 144. (1) The records mentioned in sections 140 and 141 shall, during normal business hours of a corporation, be open to examination by any director and shall, except as provided in sections 140 and 143 and in subsections (2) and (3) of this section, be kept at the registered office of the corporation. R.S.O. 1990, c. B.16, s. 144 (1). Records of account at branch (2) A corporation may keep at any place where it carries on business such parts of the accounting records as relate to the operations, business and assets and liabilities of the corporation carried on, supervised or accounted for at such place, but there shall be kept at the registered office of the corporation or such other place as is authorized under this section such records as will enable the directors to ascertain quarterly with reasonable accuracy the financial position of the corporation. R.S.O. 1990, c. B.16, s. 144 (2). Off-site records (3) A corporation may keep all or any of the records mentioned in subsection (1) at a place other than the registered office of the corporation if the records are available for inspection during regular office hours at the registered office by means of a computer terminal or other electronic technology. 1994, c. 27, s. 71 (17). Rescission of orders made under subs. (3) (4) The Director may by order upon such terms as the Director thinks fit rescind any order made under subsection (3) or any order made by the Lieutenant Governor in Council or the Minister under a predecessor of that subsection. R.S.O. 1990, c. B.16, s. 144 (4). Examination of records by shareholders and creditors 145. (1) Registered holders of shares, beneficial owners of shares and creditors of a corporation, their agents and legal representatives may examine the records referred to in subsection 140 (1) during the usual business hours of the corporation, and may take extracts from those records, free of charge, and, if the corporation is an offering corporation, any other person may do so upon payment of a reasonable fee. 2006, c. 34, Sched. B, s. 27. Copy (2) A registered holder or beneficial owner of shares of a corporation is entitled upon request and without charge to one copy of the articles and by-laws and of any unanimous shareholder agreement. 2006, c. 34, Sched. B, s. 27. List of shareholders 146. (1) Registered holders, beneficial owners of shares and creditors of a corporation, their agents and legal representatives and, if the corporation is an offering corporation, any other person, upon payment of a reasonable fee and upon sending to the corporation or its transfer agent the statutory declaration referred to in subsection (6), may require the corporation or its transfer agent to furnish a basic list setting out the names of the registered holders of shares of the corporation, the number of shares of each class and series owned by each registered holder and the address of each of them, all as shown on the records of the corporation. 2006, c. 34, Sched. B, s. 28 (1). Idem (2) The basic list referred to in subsection (1) shall be furnished to the applicant as soon as is practicable and, when furnished, shall be as current as is practicable having regard to the form in which the securities register of the corporation is maintained, but, in any case, shall be furnished not more than ten days following the receipt by the corporation or its transfer agent of the statutory declaration referred to in subsection (1) and shall be made up to a date not more than ten days before the date on which it is actually furnished. R.S.O. 1990, c. B.16, s. 146 (2). Supplemental lists (3) A person requiring a corporation to supply a basic list may, if the person states in the statutory declaration referred to in subsection (1) that the person requires supplemental lists, require the corporation or its agent upon payment of a reasonable fee to furnish supplemental lists setting out any changes from the basic list in the names or addresses of the registered holders of the corporation’s shares and the number of shares owned by each registered holder for each business day following the date to which the basic list is made up. 2006, c. 34, Sched. B, s. 28 (2). Idem (4) The corporation or its agent shall furnish a supplemental list required under subsection (3), (a) on the date the basic list is furnished, where the information relates to changes that took place prior to that date; and (b) on the business day following the day to which the supplemental list relates, where the information relates to changes that take place on or after the date the basic list is furnished. R.S.O. 1990, c. B.16, s. 146 (4). List of option holders (5) A person requiring a corporation to supply a basic or supplemental list may also require the corporation to include in that list the name and address of any known holder of an option or right to acquire shares of the corporation. R.S.O. 1990, c. B.16, s. 146 (5). Statutory declaration (6) The statutory declaration required under subsection (1) shall state, (a) the name and address including the street and number, if any, of the applicant and whether the applicant is a registered holder, beneficial owner, creditor or any other person referred to in the subsection; (b) the name and address including street and number, if any, for service of the body corporate if the applicant is a body corporate; and (c) that the basic list and any supplemental lists shall be used only as permitted under subsection (8). R.S.O. 1990, c. B.16, s. 146 (6); 2006, c. 34, Sched. B, s. 28 (3). Idem (7) If the applicant is a body corporate, the statutory declaration shall be made by a director or officer of the body corporate. R.S.O. 1990, c. B.16, s. 146 (7). Use of list (8) A list of registered holders obtained under this section shall not be used by any person except in connection with, (a) an effort to influence the voting by registered holders of the corporation; (b) an offer to acquire shares of the corporation; or (c) any other matter relating to the affairs of the corporation. 2006, c. 34, Sched. B, s. 28 (4). Proof of status 146.1 (1) Before providing a document referred to in sections 145 or 146 to a person who claims to be a beneficial owner of shares of the corporation, a corporation may require the person to provide proof that the person is a beneficial owner. 2006, c. 34, Sched. B, s. 29. Same (2) A written statement by a securities intermediary, as defined in the Securities Transfer Act, 2006, that a person is a beneficial owner is sufficient proof for the purposes of subsection (1). 2006, c. 34, Sched. B, s. 29. Trafficking in lists 147. No person shall offer for sale or sell or purchase or otherwise traffic in a list or a copy of a list of all or any of the holders of securities or warrants of a corporation. R.S.O. 1990, c. B.16, s. 147. |
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Burlington Business Lawyer Christopher R. Neufeld is a corporate attorney admitted to practice law in both Ontario (Canada) and New York (U.S.A.). Christopher's legal practice focuses primarily on business law, in particular corporate commercial transactions. The law firm of Neufeld Legal Professional Corporation is headquartered at 719 Catalina Crescent, Burlington, Ontario L7L 5B9, and as such is in immediate proximity to downtown Toronto, Mississauga, Hamilton, Oakville, Brampton, Milton, Guelph and Kitchener Waterloo. COPYRIGHT 2009. |
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