BURLINGTON BUSINESS LAWYER ontario business corporations act

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 XVIII

GENERAL

Notice to directors or shareholders
262. (1) A notice or document required by this Act, the regulations, the articles or the by-laws to be sent to a shareholder or director of a corporation may be sent by prepaid mail addressed to, or may be delivered personally to,
(a) a shareholder at the shareholder’s latest address as shown in the records of the corporation or its transfer agent; and
(b) a director at his or her latest address as shown in the records of the corporation or in the most recent notice filed under the Corporations Information Act, whichever is the more current. R.S.O. 1990, c. B.16, s. 262 (1).
Idem
(2) A notice or document sent in accordance with subsection (1) to a shareholder or director of a corporation is deemed to be received by the addressee on the fifth day after mailing. R.S.O. 1990, c. B.16, s. 262 (2).
Director
(3) A director named in the articles or the most recent return or notice filed under the Corporations Information Act, or a predecessor thereof, is presumed for the purposes of this Act to be a director of the corporation referred to in the articles, return or notice. R.S.O. 1990, c. B.16, s. 262 (3).
Where notice returned
(4) Where a corporation sends a notice or document to a shareholder in accordance with subsection (1) and the notice or document is returned on three consecutive occasions because the shareholder cannot be found, the corporation is not required to send any further notices or documents to the shareholder until the shareholder informs the corporation in writing of the shareholder’s new address. R.S.O. 1990, c. B.16, s. 262 (4).
Application to court
(5) Where it is impracticable or impossible to comply with subsection (1), a person may apply to the court for such order as the court thinks fit. R.S.O. 1990, c. B.16, s. 262 (5).
Electronic communications
(6) A notice or document required or permitted to be sent under this section or section 263 may be sent by electronic means in accordance with the Electronic Commerce Act, 2000. 2006, c. 34, Sched. B, s. 39.
Notice to corporation
263. (1) Except where otherwise provided in this Act, a notice or document required to be sent to a corporation may be sent to the corporation by prepaid mail at its registered office as shown on the records of the Director or may be delivered personally to the corporation at such office and shall be deemed to be received by the corporation on the fifth day after mailing. R.S.O. 1990, c. B.16, s. 263.
Exception
(2) A notice or other document that is required or permitted by this Act or the regulations to be sent by the Director may be sent by ordinary mail or by any other method, including registered mail, certified mail or prepaid courier, to an address referred to in section 262 or 263 if there is a record by the person who has delivered it that the notice or document has been sent. 1994, c. 27, s. 71 (34).
Same
(3) A notice or other document referred to in subsection (2) may be sent by telephone transmission of a facsimile of the notice or other document or by any other form of electronic transmission if there is a record that the notice or other document has been sent. 1994, c. 27, s. 71 (34).
Deemed delivery
(4) A notice or other document sent by mail by the Director shall be deemed to have been received by the intended recipient on the earlier of,
(a) the day the intended recipient actually receives it; or
(b) the fifth business day after the day it is mailed. 1994, c. 27, s. 71 (34).
Same
(5) A notice or other document sent by a method referred to in subsection (3) shall be deemed to have been received by the intended recipient on the earlier of,
(a) the day the intended recipient actually receives it; or
(b) the first business day after the day the transmission is sent by the Director. 1994, c. 27, s. 71 (34).
Waiver of notice and abridgement of times
264. (1) Where a notice or document is required by this Act or the regulations to be sent, the notice may be waived or the time for the sending of the notice or document may be waived or abridged at any time with the consent in writing of the person entitled thereto. R.S.O. 1990, c. B.16, s. 264.
Electronic communications
(2) The consent of a person entitled to waive the requirement for the sending of a notice or document or to waive or abridge the time for the sending of the notice or the document under subsection (1) may be sent by electronic means in accordance with the Electronic Commerce Act, 2000. 2006, c. 34, Sched. B, s. 40.
Delegation of powers and duties
265. (1) The Director may delegate in writing any of the Director’s duties or powers under this Act to any public servant in the Ministry. R.S.O. 1990, c. B.16, s. 265 (1).
Execution of certificate of Director
(2) Where this Act requires or authorizes the Director to endorse or issue a certificate or to certify any fact, the certificate shall be signed by the Director or any other person designated by the regulations. R.S.O. 1990, c. B.16, s. 265 (2).
Certificate as evidence
(3) A certificate referred to in subsection (2) or a certified copy thereof, when introduced as evidence in any civil, criminal, or administrative action or proceeding, is, 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 certificate. R.S.O. 1990, c. B.16, s. 265 (3).
Mechanical reproduction of signature
(4) For the purposes of subsections (2) and (3), any signature of the Director or any signature of an officer of the Ministry designated by the regulations may be printed or otherwise mechanically reproduced. R.S.O. 1990, c. B.16, s. 265 (4).
Non-application
(5) Subsections (2), (3) and (4) do not apply to certificates which are in electronic form. 1994, c. 27, s. 71 (35).
Certificate that may be signed by directors, etc.
266. (1) A certificate issued on behalf of a corporation stating any fact that is set out in the articles, the by-laws, a unanimous shareholder agreement, the minutes of the meetings of the directors, a committee of directors or the shareholders, or a trust indenture or other contract to which the corporation is a party, may be signed by a director, an officer or a transfer agent of the corporation. R.S.O. 1990, c. B.16, s. 266 (1).
Evidence being proof
(2) When introduced as evidence in any civil, criminal or administrative action or proceeding,
(a) a fact stated in a certificate referred to in subsection (1);
(b) a certified extract from a register of a corporation required to be maintained by this Act; or
(c) a certified copy of minutes or extract from minutes of a meeting of shareholders, directors or a committee of directors of a corporation,
is, in the absence of evidence to the contrary, proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate. R.S.O. 1990, c. B.16, s. 266 (2).
Idem
(3) An entry in a securities register of, or a security certificate issued by, a corporation is, in the absence of evidence to the contrary, proof that the person in whose name the security is registered or whose name appears on the certificate is the owner of the securities described in the register or in the certificate, as the case may be. R.S.O. 1990, c. B.16, s. 266 (3).
Copy of document acceptable
267. (1) Where a notice or document is required to be sent to the Director under this Act, the Director may accept a photostatic or photographic copy thereof. R.S.O. 1990, c. B.16, s. 267 (1).
Exception to subs. (1)
(2) Subsection (1) does not apply to articles, applications or documents filed under subsection 9 (3). R.S.O. 1990, c. B.16, s. 267 (2).
Proof by affidavit
268. (1) The Director may require any fact relevant to the performance of the Director’s duties under this Act or the regulations to be verified by affidavit or otherwise. R.S.O. 1990, c. B.16, s. 268 (1).
Oaths and affirmations at hearings
(2) For the purpose of holding a hearing under this Act, the Director may administer oaths and affirmations to witnesses and require them to give evidence under oath or affirmation. R.S.O. 1990, c. B.16, s. 268 (2).
269. Repealed: 1994, c. 27, s. 71 (36).
Examination, etc., of documents
270. (1) A person who has paid the required fee is entitled during usual business hours to examine and to make copies of or extracts from any document required by this Act or the regulations to be sent to the Director or the Commission, except a report sent to the Director under subsection 162 (2) that the court has ordered not to be made available to the public. R.S.O. 1990, c. B.16, s. 270 (1); 1998, c. 18, Sched. E, s. 29.
Copies to be furnished
(2) Subject to clause 162 (1) (j), the Director or the Commission shall furnish any person with a copy or a certified copy of a document required by this Act or the regulations to be sent to the Director or the Commission. R.S.O. 1990, c. B.16, s. 270 (2).
Privileged documents
(3) Subsections (1) and (2) do not apply in respect of documents and financial statements required, by this Act or the regulations, to be filed with the Director with an application for exemption from the requirements of Part XII of this Act. R.S.O. 1990, c. B.16, s. 270 (3).
Appeal from Commission
271. Any person aggrieved by a decision of the Commission under this Act may appeal the decision to the Divisional Court and subsections 9 (2) to (6) of the Securities Act apply to the appeal. R.S.O. 1990, c. B.16, s. 271.
Powers of Minister
271.1 (1) The Minister may make regulations,
(a) prescribing forms for use under this Act and providing for their use;
(b) prescribing the form and content of any notices or documents that this Act requires to be filed. 1998, c. 18, Sched. E, s. 30.
Fees
(2) The Minister may by order require the payment of fees for search reports, copies of documents or information, filing of documents or other services under this Act and may approve the amount of those fees. 1998, c. 18, Sched. E, s. 30.
Regulations
272. The Lieutenant Governor in Council may make regulations respecting any matter the Lieutenant Governor in Council considers necessary for the purposes of this Act including, without limiting the generality of the foregoing, regulations,
1. respecting names of corporations or classes thereof, the designation, rights, privileges, restrictions or conditions attaching to shares or classes of shares of corporations, or any other matter pertaining to articles or the filing thereof;
2. Repealed: 1998, c. 18, Sched. E, s. 31 (1).
3. Repealed: 1998, c. 18, Sched. E, s. 31 (1).
4. Repealed: 1998, c. 18, Sched. E, s. 31 (1).
Note: Despite the repeal of paragraph 2, regulations made under paragraph 2, as that paragraph read immediately before March 1, 1999, continue until the Minister makes an order under subsection 271.1 (2), as enacted by the Statutes of Ontario, 1998, chapter 18, Schedule E, section 30, that is inconsistent with those regulations. See: 1998, c. 18, Sched. E, s. 31 (2).

Note: Despite the repeal of paragraph 2, the Lieutenant Governor in Council may by regulation revoke regulations made under paragraph 2, as that paragraph read immediately before March 1, 1999, if the Minister makes an order under subsection 271.1 (2), as enacted by the Statutes of Ontario, 1998, chapter 18, Schedule E, section 30, that is inconsistent with those regulations. See: 1998, c. 18, Sched. E, s. 31 (3).

Note: Despite the repeal of paragraphs 3 and 4, the Lieutenant Governor in Council may by regulation revoke regulations made under paragraph 3 or 4, as those paragraphs read immediately before March 1, 1999, if the Minister makes a regulation under subsection 271.1 (1), as enacted by the Statutes of Ontario, 1998, chapter 18, Schedule E, section 30, that is inconsistent with those regulations. See: 1998, c. 18, Sched. E, s. 31 (4).

5. designating officers of the Ministry for the purposes of endorsing certificates, issuing certificates as to any fact or certifying true copies of documents required or authorized under this Act;
6. prescribing the form and content of information circulars and proxies required by Part VIII and the discretionary authority that may be conferred in proxies;
7. prescribing requirements with respect to applications to the Director or the Commission for exemptions permitted by this Act and the practice and procedure thereon;
8. prohibiting the use of any words or expressions in a corporate name;
9. defining any word or expression used in clause 9 (1) (b);
10. prescribing requirements for the purposes of clause 9 (1) (c);
11. prescribing conditions for the purposes of subsection 9 (2);
12. prescribing the documents relating to names that shall be filed with the Director under subsection 9 (3);
13. respecting the name of a corporation under subsection 10 (2);
14. prescribing the punctuation marks and other marks that may form part of a corporate name under subsection 10 (3);
15. respecting the content of a special language provision under subsection 10 (4);
15.1 prescribing conditions for the purposes of subsections 29 (9) and (10);
15.2 prescribing consequences for the purposes of subsection 29 (11);
15.3 prescribing conditions, notices, the manner for making determinations and laws for the purposes of subsection 45 (1);
15.4 prescribing the maximum number of words for the purposes of subsection 99 (3.1);
15.5 prescribing public announcements and circumstances for the purposes of clauses (i) and (j) of the definition of ““solicit” and “solicitation”” in section 109;
15.6 prescribing circumstances for the purpose of clause 112 (1.2);
16. prescribing the form of the statutory declarations under subsection 52 (1) and subsection 146 (1);
16.1 prescribing an amount for the purposes of subclause 148 (1) (a) (iii);
17. prescribing the form and content of financial statements and interim financial statements required under this Act;
18. prescribing that, for the purposes of Part XII of this Act, the standards, as they exist from time to time, of a prescribed accounting body shall be followed;
19. prescribing standards to be used by an auditor in making an examination of financial statements required under this Act and the manner in which the auditor shall report thereon;
20. prescribing exceptions under section 177;
21. prescribing the manner in which notice may be sent under subsection 190 (3);
22. prescribing the requirements with respect to applications by the Director authorized under subsection 248 (1);
23. prescribing Acts of Canada or a province or ordinances of a territory for purposes of sections 29, 42, 45 and 56 and prescribing the notice required under subsection 45 (1);
24. prescribing the manner in which the directors of corporations may determine that restricted shares are owned contrary to restrictions under subsection 45 (1);
25. prescribing the manner in which funds may be invested under subsection 45 (5);
26. prescribing, with respect to a corporation that has imposed restrictions on the issue, transfer or ownership of its shares for a purpose under subsection 42 (2),
i. the disclosure required of the restrictions in documents issued or published by the corporation,
ii. the duties and powers of the directors to refuse to issue or register transfers of shares in accordance with the articles of the corporation,
iii. the limitations on voting rights of any shares held contrary to the articles of the corporation, and
iv. the powers of the directors to require disclosure of beneficial ownership of shares of the corporation and the rights of the corporation and its directors, employees or agents to rely on the disclosure and the effects of the reliance;
27. prescribing persons or classes of persons for the purpose of clause 42 (2) (c) and prescribing the manner of computing the ownership of shares of a corporation by persons for such purpose;
28. prescribing the circumstances and conditions under which the Director may exercise power under subsection 148 (2);
29. prescribing classes of persons for the purposes of clause (b) of the definition of “resident Canadian” in subsection 1 (1);
29.1 providing for and governing the filing of documents sent by electronic format, including the manner of determining the date of receipt and the form of electronic signatures;
29.2 providing for the waiver of signature requirements;
29.3 providing for the exclusion of any class or classes of documents from being filed in electronic format or by telephone transmission of a facsimile;
29.4 authorizing the Director to enter into an agreement with any person respecting the use, disclosure, sale or licensing of records required under this Act and prescribing terms and conditions for any such agreement;
30. prescribing any matter referred to in this Act as prescribed by the regulations. R.S.O. 1990, c. B.16, s. 272; 1994, c. 27, s. 71 (37); 1998, c. 18, Sched. E, s. 31 (1); 2006, c. 34, Sched. B, s. 41.
Where articles to be sent to Director
273. (1) Where this Act requires that articles relating to a corporation be sent to the Director, unless otherwise specifically provided,
(a) two duplicate originals of the articles shall be signed by a director or an officer of the corporation or, in the case of articles of incorporation, by an incorporator; and
(b) upon receiving duplicate originals of any articles in the prescribed form that have been executed in accordance with this Act, any other required documents and the prescribed fees, the Director shall, subject to his or her discretion as provided in subsection 180 (4) and subsection 241 (5), and, subject to subsection (2),
(i) endorse on each duplicate original a certificate, setting out the day, month and year of endorsement and the corporation number,
(ii) file a copy of the articles with the endorsement of the certificate thereon, and
(iii) send to the corporation or its representative one duplicate original of the articles with the endorsement of the certificate thereon.
(iv) Repealed: 1994, c. 27, s. 71 (38).
R.S.O. 1990, c. B.16, s. 273 (1); 1994, c. 27, s. 71 (38).

Date on certificate
(2) A certificate referred to in subsection (1) shall be dated as of the day the Director receives the duplicate originals of any articles together with all other required documents executed in accordance with this Act and the required fee, or as of any later date acceptable to the Director and specified by the person who submitted the articles or by the court. R.S.O. 1990, c. B.16, s. 273 (2); 1998, c. 18, Sched. E, s. 32 (1).
Effective date of articles
(3) Articles endorsed with a certificate under subsection (1), are effective on the date shown in the certificate even if any action required to be taken by the Director under this Act with respect to the endorsement of the certificate and filing by the Director is taken at a later date. R.S.O. 1990, c. B.16, s. 273 (3).
Electronic filing
(4) Despite subsections (1) and (2), if articles relating to a corporation are sent to the Director in a prescribed electronic format,
(a) the articles shall set out an electronic signature of a director or officer of the corporation or, in the case of articles of incorporation, the electronic signature of the incorporator, unless the regulations otherwise provide; and
(b) upon receipt of the articles in the prescribed electronic format completed in accordance with this Act and the required fee, the Director shall, subject to his or her discretion as provided in subsections 180 (4) and 241 (5), and subject to subsection (5) of this section,
(i) endorse a certificate by making an appropriate entry in an electronic database maintained under section 276, and
(ii) send to the corporation or its representative a copy of the certificate in a form prescribed by the regulations. 1994, c. 27, s. 71 (39); 1998, c. 18, Sched. E, s. 32 (2).
Date of certificate
(5) A certificate referred to in subsection (4) shall be dated as of the day the Director received the articles in a prescribed electronic format completed in accordance with this Act and the required fee or as of any later date acceptable to the Director and specified by the person who submitted the articles or by the court. 1994, c. 27, s. 71 (39); 1998, c. 18, Sched. E, s. 32 (3).
Electronic filers
273.1 (1) Information that is filed in an electronic format may be filed by a person who is authorized to do so by the Director or by a person who is a member of a class of persons that is authorized to do so. 1994, c. 27, s. 71 (40).
Condition
(2) The Director may attach terms and conditions to an authorization given under subsection (1) and may require any person who applies for an authorization to enter into an agreement governing the making of filings in an electronic format. 1994, c. 27, s. 71 (40).
Fax filing
273.2 (1) Despite section 273 and subject to the regulations, articles or other documents may be sent in duplicate to the Director by telephone transmission of a facsimile. 1994, c. 27, s. 71 (40).
Same
(2) Where articles or another document are sent to the Director under subsection (1), a required signature may be a facsimile. 1994, c. 27, s. 71 (40).
No certificate if corporation in default
274. (1) Despite any provision of this Act requiring the Director to endorse a certificate, the Director shall not do so if a corporation is in default of a filing requirement under the Corporations Information Act or has any unpaid fees or penalties outstanding. R.S.O. 1990, c. B.16, s. 274 (1).
Commencement
(2) This section comes into force on a day to be named by proclamation of the Lieutenant Governor. R.S.O. 1990, c. B.16, s. 274 (2).
Where error in respect of certificate
275. (1) Where a certificate endorsed or issued under this Act or a predecessor of this Act contains an error or where a certificate has been endorsed or issued on articles or any other documents that contain an error,
(a) the corporation, its directors or shareholders may apply to the Director for a corrected certificate and shall surrender the certificate and related articles or documents; or
(b) the corporation shall upon the request of the Director surrender the certificate and related articles or documents,
and, after giving the corporation an opportunity to be heard, where the Director is of the opinion that it is appropriate to so do and is satisfied that such steps have been taken by the corporation as the Director required, the Director shall endorse a corrected certificate. R.S.O. 1990, c. B.16, s. 275 (1).
Date on certificate
(2) A corrected certificate endorsed under subsection (1) may bear the date of the certificate it replaces. R.S.O. 1990, c. B.16, s. 275 (2).
(3) Repealed: 2004, c. 19, s. 3 (6).
Appeal
(4) A decision of the Director under subsection (1) may be appealed to the Divisional Court which may order the Director to change his or her decision and make such further order as it thinks fit. R.S.O. 1990, c. B.16, s. 275 (4).
Records
276. (1) Records required by this Act to be prepared and maintained by the Director or Commission may be in bound or loose-leaf or electronic form or in photographic film form, or may be entered or recorded by any system of mechanical or electronic data processing or by any other information storage device that is capable of reproducing any required information in an accurate and intelligible form within a reasonable time. R.S.O. 1990, c. B.16, s. 276 (1); 1994, c. 27, s. 71 (41).
Admission as evidence
(2) When records maintained by the Director or the Commission are prepared and maintained other than in written form,
(a) the Director or the Commission shall furnish any copy required to be furnished under subsection 270 (2) in intelligible written or other form; and
(b) a report reproduced from those records, if it is certified by the Director or the Commission or a member thereof, as the case may be, is, without proof of the office or signature thereof, admissible in evidence. R.S.O. 1990, c. B.16, s. 276 (2); 1994, c. 27, s. 71 (42, 43).
Copy in lieu of document
(3) The Director or Commission, as the case may be, is not required to produce any document where a copy of the document is furnished in compliance with clause (2) (a). R.S.O. 1990, c. B.16, s. 276 (3).
Deemed amendment
277. (1) Any provision in articles, by-laws or any special resolution of a corporation that was valid immediately before the 29th day of July, 1983 and that has not been amended in accordance with this Act is deemed to be amended to the extent necessary to bring the terms of the provision into conformity with this Act. R.S.O. 1990, c. B.16, s. 277 (1).
Amendments
(2) A corporation may, by articles of amendment, change the express terms of any provision in its articles to which subsection (1) applies to conform to the terms of the provision as deemed to be amended by that subsection. R.S.O. 1990, c. B.16, s. 277 (2).
Idem
(3) A corporation shall not restate its articles under section 173 unless the articles of the corporation are in conformity with this Act and, where the articles have been deemed to be amended under subsection (1), the corporation has amended the express terms of the provisions in its articles in accordance with subsection (2). R.S.O. 1990, c. B.16, s. 277 (3).
Where s.185 does not apply
(4) A shareholder is not entitled to dissent under section 185 in respect of any amendment made for the purpose only of bringing the provisions of articles into conformity with this Act. R.S.O. 1990, c. B.16, s. 277 (4).
Appointment of Director
278. The Minister may appoint a Director to carry out the duties and exercise the powers of the Director under this Act. R.S.O. 1990, c. B.16, s. 278.

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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