Corporations Information Act, R.S.O. 1990, c. C.39

• Jurisdiction: Ontario

Corporations Information Act

R.S.O. 1990, CHAPTER C.39

Consolidation Period: From October 1, 2023 to the e-Laws currency date.

Last amendment: 2023, c. 9, Sched. 10.

CONTENTS

Interpretation

Definitions

1 (1) In this Act,

“business” includes non-profit activities; (“activités”)

“corporation” means any corporation with or without share capital wherever or however incorporated and includes an extra-provincial corporation; (“personne morale”)

“court” means the Superior Court of Justice presided over by a judge designated by the Chief Justice of Ontario to hear applications under this Act; (“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”)

“extra-provincial corporation” means a corporation, with or without share capital, incorporated or continued otherwise than by or under the authority of an Act of the Legislature; (“personne morale extraprovinciale”)

“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”)

“Ministry” means the Ministry of the Minister; (“ministère”)

“prescribed” means prescribed by the regulations; (“prescrit”)

“regulations” means the regulations made under this Act; (“règlements”)

“resident Canadian” means an individual who is a Canadian citizen or has been lawfully admitted to Canada for permanent residence and who is ordinarily resident in Canada; (“résident canadien”)

“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, e-mail, an automated touch-tone telephone system, computer or computer networks. (“moyen de communication téléphonique ou électronique”) R.S.O. 1990, c. C.39, s. 1; 1994, c. 27, s. 79 (1); 2001, c. 9, Sched. D, ss. 13, 14; 2007, c. 11, Sched. B, s. 1 (1); 2017, c. 20, Sched. 6, s. 66 (3, 4); 2020, c. 7, Sched. 8, 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. 6, s. 66 (5).

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

1994, c. 27, s. 79 (1) - 01/03/1995

2001, c. 9, Sched. D, s. 13, 14 - 29/06/2001

2007, c. 11, Sched. B, s. 1 (1) - 04/06/2007

2017, c. 20, Sched. 6, s. 66 (2) - no effect - see 2020, c. 7, Sched. 8, s. 9 - 12/05/2020; 2017, c. 20, Sched. 6, s. 66 (3-5) - 19/10/2021

2020, c. 7, Sched. 8, s. 1 (1) - 19/10/2021; 2020, c. 7, Sched. 8, s. 1 (2) - 12/05/2020

Execution of documents

1.1 Any return, notice 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, as the case may be, to do so, are deemed to constitute one document for the purposes of this Act. 2017, c. 20, Sched. 6, s. 67.

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

2017, c. 20, Sched. 6, s. 67 - 19/10/2021

1.1.1 Repealed: R.S.O. 1990, c. C.39, s. 1.1.1 (2).

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

1990, c. C.39, s. 1.1.1 (2) - 19/10/2021

2020, c. 7, Sched. 8, s. 2 - 12/05/2020

Administration

Delegation

1.2 (1) The Minister may delegate in writing any or all of the Minister’s duties and powers under this Act to any person, subject to any restrictions set out in the delegation. 2017, c. 20, Sched. 6, s. 67.

Same, Director

(2) The Director may delegate in writing any or all of the Director’s duties and powers under this Act to any person, subject to any restrictions set out in the delegation. 2017, c. 20, Sched. 6, s. 67.

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

2017, c. 20, Sched. 6, s. 67 - 19/10/2021

Agreements with authorized persons

1.3 (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. 6, s. 67.

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. 6, s. 67.

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 provides otherwise. 2017, c. 20, Sched. 6, s. 67.

Use, etc., of records and information

(4) An agreement entered into under subsection (2) may also include provisions respecting the use, disclosure, sale or licensing of records and information required under this Act. 2017, c. 20, Sched. 6, s. 67.

Discretion to delegate unaffected by agreement

(5) An agreement entered into under subsection (2) does not affect the power of the Minister or the Director to delegate any duties or powers under subsection 1.2 (1) or (2), as the case may be. 2017, c. 20, Sched. 6, s. 67.

No power to waive or refund fees for services

(6) A person or entity that has entered into an agreement under subsection (2) for the provision of business filing services may not waive or refund all or part of any fee for such a service that is payable to the Province of Ontario, but the person or entity may pay all or part of the fee on behalf of the person or entity to whom the service was provided. 2017, c. 20, Sched. 6, s. 67.

Deemed date of receipt by Minister

(7) Returns, notices and other documents and information sent to a person or entity that has entered into an agreement under subsection (2), that authorizes the person or entity to receive returns, notices and other documents and information on behalf of the Minister, are deemed to be received by the Minister on the date that they are received by the authorized person or entity. 2017, c. 20, Sched. 6, s. 67.

Agreements for use, etc., of records and information

(8) The Minister or the Director, or a person designated by the Minister or the Director, may enter into an agreement with any person or entity respecting the use, disclosure, sale or licensing of records and information required under this Act. 2017, c. 20, Sched. 6, s. 67.

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

2017, c. 20, Sched. 6, s. 67 - 19/10/2021

Property of Crown

1.4 The records and information filed with and maintained by the Minister under this Act are the property of the Crown. 2017, c. 20, Sched. 6, s. 67.

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

2017, c. 20, Sched. 6, s. 67 - 19/10/2021

Filings and Records

Initial return

2 (1) Every corporation other than an extra-provincial corporation or a corporation of a class exempted by the regulations shall file with the Minister an initial return setting out the prescribed information as of the date of filing. R.S.O. 1990, c. C.39, s. 2 (1); 1994, c. 17, s. 33.

When filed

(2) Subject to subsection (3), the initial return must be filed within 60 days after the date of incorporation, amalgamation or continuation of the corporation. 2017, c. 20, Sched. 6, s. 68 (2).

Same, before name is registered

(3) If the corporation was not incorporated, amalgamated or continued under the Business Corporations Act, the Corporations Act, the Co-operative Corporations Act or the Not-for-Profit Corporations Act, 2010, and the corporation is required to register a name under the Business Names Act, the initial return must be filed before the corporation’s name is registered. 2017, c. 20, Sched. 6, s. 68 (2).

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

1994, c. 17, s. 33 - 01/04/1995

2017, c. 20, Sched. 6, s. 68 (2) - 19/10/2021

Initial return, extra-provincial corporation

3 (1) Every extra-provincial corporation, other than a corporation of a class exempted by the regulations, that begins to carry on business in Ontario shall file with the Minister an initial return setting out the prescribed information as of the date of filing. R.S.O. 1990, c. C.39, s. 3 (1); 1994, c. 17, s. 34.

When filed

(2) Subject to subsections (3) and (4), the initial return must be filed within 60 days after the date the corporation begins to carry on business in Ontario. 2017, c. 20, Sched. 6, s. 69.

Same, before name is registered

(3) If the corporation, other than a corporation that is required to obtain a licence under the Extra-Provincial Corporations Act, is required to register a name under the Business Names Act, the initial return must be filed before the corporation’s name is registered. 2017, c. 20, Sched. 6, s. 69.

Same, revised appointment of an agent for service

(4) If the corporation is required to file a revised appointment of an agent for service under subsection 19 (3) of the Extra-Provincial Corporations Act, the initial return must be filed forthwith after the name, address or any other particular set out in the appointment of agent changed or the agent was substituted. 2017, c. 20, Sched. 6, s. 69.

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

1994, c. 17, s. 34 - 01/04/1995

2017, c. 20, Sched. 6, s....