Corporations Act, R.S.O. 1990, c. C.38

• Jurisdiction: Ontario

Corporations Act

R.S.O. 1990, CHAPTER C.38

Consolidation Period: From December 4, 2023 to the e-Laws currency date.

Last amendment: 2023, c. 20, Sched. 5.

CONTENTS

Definitions

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 communicated using telephonic or electronic means,

(b) attached to or associated with a document or other information, and

(c) made or adopted by a person to associate the person with the document or other information, as the case may be; (“signature électronique”)

“Minister” means the member of the Executive Council to whom responsibility for the administration of this Act is assigned or transferred under the Executive Council Act; (“ministre”)

“officer” means president, chair of the board of directors, vice-president, secretary, assistant secretary, treasurer, assistant treasurer, manager or any other person designated an officer by by-law of the corporation; (“dirigeant”)

“private company” means a company as to which by its special Act, letters patent or supplementary letters patent,

(a) the right to transfer its shares is restricted,

(b) the number of its shareholders, exclusive of persons who are in the employment of the company, is limited to fifty, two or more persons holding one or more shares jointly being counted as a single shareholder, and

(c) any invitation to the public to subscribe for its shares or securities is prohibited; (“compagnie fermée”)

“public company” means a company that is not a private company; (“compagnie ouverte”)

“registers” includes loose-leaf registers where reasonable precautions are taken against the misuse of them; (“registres”)

“securities” means the bonds, debentures, debenture stock or other like liabilities of a corporation whether constituting a charge on its property or not; (“valeurs mobilières”)

“social company” means a company that has objects in whole or in part of a social nature; (“compagnie à caractère social”)

“special resolution” means a resolution passed by the directors and confirmed with or without variation by at least two-thirds of the votes cast at a general meeting of the shareholders or members of the corporation duly called for that purpose, or, in lieu of such confirmation, by the consent in writing of all the shareholders or members entitled to vote at such meeting; (“résolution spéciale”)

“telephonic or electronic means” means any means that uses the telephone or any other electronic or other technological means to transmit information or data, including telephone calls, voice mail, fax, email, an automated touch-tone telephone system, computer or computer networks. (“moyen de communication téléphonique ou électronique”) R.S.O. 1990, c. C.38, s. 1; 2001, c. 9, Sched. D, s. 5 (1); 2017, c. 20, Sched. 7, s. 1 (2, 3); 2018, c. 8, Sched. 5, s. 1; 2020, c. 7, Sched. 7, s. 1; 2023, c. 9, Sched. 9, s. 1.

Interpretation re period of days

(2) In this Act, a period of days is deemed to commence on the day following the event that began the period and is deemed to terminate at midnight of the last day of the period, except that if the last day of the period falls on a holiday, the period terminates at midnight of the next day that is not a holiday. 2017, c. 20, Sched. 7, s. 1 (4).

Section Amendments with date in force (d/m/y)

2001, c. 9, Sched. D, s. 5 (1) - 29/06/2001

2017, c. 20, Sched. 7, s. 1 (1) - no effect - see 2020, c. 7, Sched. 7, s. 14 (1) - 17/03/2020; 2017, c. 20, Sched. 7, s. 1 (2-4) - 19/10/2021

2018, c. 8, Sched. 5, s. 1 - 08/06/2019

2020, c. 7, Sched. 7, s. 1 (1) - 19/10/2021; 2020, c. 7, Sched. 7, s. 1 (2) - 12/05/2020

2023, c. 9, Sched. 9, s. 1 - 01/10/2023

Execution 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

Application 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 of the Parliament of the late Province of Upper Canada,

(ii) was incorporated by or under a 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, or

(iii) was incorporated by or under a special Act of the Legislature; and

(b) a corporation that is an insurer within the meaning of subsection 141 (1). 2017, c. 20, Sched. 7, s. 3 (1).

Non-application of Act

(2) This Act does not apply to,

(a) a corporation to which the Business Corporations Act, the Co-operative Corporations Act or the Not-for-Profit Corporations Act, 2010 applies; or

(b) a corporation incorporated for the construction and working of a railway, an incline railway or a street railway. 2017, c. 20, Sched. 7, s. 3 (1).

Section Amendments with date in force (d/m/y)

2010, c. 15, s. 211 (1, 2) - no effect - see 2017, c. 20, Sched. 8, s. 57 - 14/11/2017

2017, c. 20, Sched. 7, s. 3 (1) - 19/10/2021; 2017, c. 20, Sched. 7, s. 3 (2) - 19/10/2046

Continuance 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 continuance

(3) If a social company that was incorporated or continued under this Act was dissolved under subsection 317 (9) or a predecessor of that subsection before, on or after the day that the subsection 4 (1) described in subsection (1) comes into force, or if it is dissolved under subsection (2), the company is deemed to exist after its dissolution only for any of the following purposes:

1. To hold a meeting of the shareholders in order to pass a special resolution to authorize the filing of articles of continuance under one of the Acts listed in subsection (1).

2. To apply to the court under subsection (7).

3. To file articles of continuance under one of the Acts listed in subsection (1), not later than 20 years after the date of its dissolution. 2017, c. 20, Sched. 7, s. 4 (1).

(4) Repealed: 2023, c. 20, Sched. 5, s. 1 (1).

Minister’s consent not required

(5) Despite any requirement under this or any other Act, the Minister’s authorization or consent is not required for a company described in subsection (1) or (3) to apply to be continued as provided under those subsections. 2017, c. 20, Sched. 7, s. 4 (1).

Letters patent not to be amended

(6) A company described in subsection (1) shall not file supplementary letters patent under this Act to amend its letters patent in order to bring them into compliance with the Act under which the company applies to be continued under that subsection. 2017, c. 20, Sched. 7, s. 4 (1).

Application to court to waive shareholder approval

(7) If a company described in subsection (1) or (3) is unable to obtain a quorum to approve the special resolution required by the applicable one of those subsections, the company may apply to the court for an order waiving the requirement for a special resolution. 2017, c. 20, Sched. 7, s. 4 (1); 2023, c. 20, Sched. 5, s. 1 (2).

Same

(8) The court may issue the order applied for under subsection (7) on the terms and...