Extra-Provincial Corporations Act, R.S.O. 1990, c. E.27

• Jurisdiction: Ontario

Extra-Provincial Corporations Act

R.S.O. 1990, CHAPTER E.27

Consolidation Period: From October 19, 2021 to the e-Laws currency date.

Last amendment: 2020, c. 7, Sched. 10.

CONTENTS

Interpretation

Definitions

1 (1) In this Act,

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

“court” means the Superior Court of Justice; (“tribunal”)

“day” means a clear day; (“jour”)

“Director” means the Director appointed under section 3; (“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”)

“endorse” includes,

(a) imprinting a stamp, in accordance with subsection 5 (2), on the face of an application sent to the Director, and

(b) electronically producing an equivalent to a stamp in respect of an application or other documents sent to the Director; (“produire”)

“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 Legislative Assembly; (“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”).

“send” includes deliver or mail; (“envoyer”)

“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. E.27, s. 1 (1); 2001, c. 9, Sched. D, s. 6 (1, 2); 2017, c. 20, Sched. 6, s. 88 (2-5).

Carrying on business in Ontario

(2) For the purposes of this Act, an extra-provincial corporation carries on its business in Ontario if,

(a) it has a resident agent, representative, warehouse, office or place where it carries on its business in Ontario;

(b) it holds an interest, otherwise than by way of security, in real property situate in Ontario; or

(c) it otherwise carries on its business in Ontario. R.S.O. 1990, c. E.27, s. 1 (2).

Idem

(3) An extra-provincial corporation does not carry on its business in Ontario by reason only that,

(a) it takes orders for or buys or sells goods, wares and merchandise; or

(b) offers or sells services of any type,

by use of travellers or through advertising or correspondence. R.S.O. 1990, c. E.27, s. 1 (3).

Interpretation re period of days

(4) 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. 88 (6).

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

2001, c. 9, Sched. D, s. 6 (1, 2) - 29/06/2001

2017, c. 20, Sched. 6, s. 88 (2-6) - 19/10/2021

Execution of documents

1.1 Any application 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. 89.

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

2017, c. 20, Sched. 6, s. 89 - 19/10/2021

Classes of extra-provincial corporations

2 (1) Extra-provincial corporations shall be classified into the following classes:

Class 1. Corporations incorporated or continued by or under the authority of an Act of a legislature of a province of Canada.

Class 2. Corporations incorporated or continued by or under the authority of an Act of the Parliament of Canada or of the legislature of a territory of Canada.

Class 3. Corporations incorporated or continued under the laws of a jurisdiction outside of Canada. R.S.O. 1990, c. E.27, s. 2 (1); 1999, c. 12, Sched. F, s. 25 (1).

Class 1

(2) Corporations incorporated under the laws of the Northwest Territories or of Nunavut but governed by the corporation laws of a province are corporations within Class 1. 1999, c. 12, Sched. F, s. 25 (2).

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

1999, c. 12, Sched. F, s. 25 (1, 2) - 22/12/1999

Administration

Appointment of Director

3 The Minister shall appoint a Director to carry out the duties and exercise the powers of the Director under this Act. 2017, c. 20, Sched. 6, s. 90.

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

2017, c. 20, Sched. 6, s. 90 - 19/10/2021

Delegation of Director’s duties and powers

3.1 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. 90.

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

2017, c. 20, Sched. 6, s. 90 - 19/10/2021

Signature

3.2 (1) If this Act requires or authorizes the Director to endorse a licence or to issue a certificate, including a certificate as to any fact, or a certified copy of a document, the licence, certificate or certified copy must be signed 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. 6, s. 90.

Evidence

(2) A licence or certificate referred to in subsection (1) or a certified copy of it, 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 endorsed licence or certificate. 2017, c. 20, Sched. 6, s. 90.

Reproduction of signature

(3) For the purposes of this section, any signature authorized under this section may be printed or otherwise mechanically or electronically reproduced. 2017, c. 20, Sched. 6, s. 90.

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

2017, c. 20, Sched. 6, s. 90 - 19/10/2021

Agreements with authorized persons

3.3 (1) In this section,

“business filing services” includes any of the duties and powers of the Director and related services. 2017, c. 20, Sched. 6, s. 90.

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. 90.

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. 90.

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. 90.

Discretion to delegate unaffected by agreement

(5) An agreement entered into under subsection (2) does not affect the Director’s power to delegate any duties or powers under section 3.1. 2017, c. 20, Sched. 6, s. 90.

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. 90.

Deemed date of receipt by Director

(7) Applications 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 applications and other documents and information on behalf of the Director, are deemed to be received by the Director on the date that they are received by the authorized person or entity. 2017, c. 20, Sched. 6, s. 90.

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. 90.

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

2017, c. 20, Sched. 6, s. 90 - 19/10/2021

Property of Crown

3.4 The records and information filed with and maintained by the Director under this Act are the property of the Crown. 2017, c. 20, Sched. 6, s. 90.

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

2017, c. 20, Sched. 6, s. 90 - 19/10/2021

Licensing

Where licence not required

4 (1) Subject to this Act, the Corporations Information Act and any other Act, an extra-provincial corporation within class 1 or 2 may carry on any of its business in Ontario without obtaining a licence under this Act. R.S.O. 1990, c. E.27, s. 4 (1).

Carrying on business without licence prohibited

(2)...