1990, c. B.16, s.134(2). (9) A corporation shall not reduce its stated capital or any stated capital account except in the manner provided in this Act. 1990, c. B.16, s.28(1). 2. B, s.26. 2017, c. 20, Sched. (2) A corporation may, within a reasonable time after it comes into existence, by any action or conduct signifying its intention to be bound thereby, adopt an oral or written contract made before it came into existence in its name or on its behalf, and upon such adoption, (a) the corporation is bound by the contract and is entitled to the benefits thereof as if the corporation had been in existence at the date of the contract and had been a party thereto; and. (2) A corporation may permit a subsidiary body corporate to hold shares of the corporation in the capacity of a legal representative unless the corporation or the subsidiary body corporate or a subsidiary of either of them has a beneficial interest in the shares. 1990, c. B.16, s.223(2). shall be disregarded both in determining the total number of votes cast and in determining the number of votes cast in favour of or against the transaction. (b) title to the land shall be transferred to a purchaser free of the Crowns interest, in the case of a power of sale proceeding. 4, s. 6). 1999, c. 12, Sched. 1990, c. B.16, s.3(2). R.S.O. R.S.O. (3) An individual authorized as set out in subsection (2) may exercise on behalf of the body corporate or association he or she represents all the powers it could exercise if it were an individual shareholder. R.S.O. WebStep one: vehicle record search For off-road vehicles (ORVs), a vehicle record search is only required if the ORV has a complying 17 digit VIN that appears in the vehicle registry as a duplicate VIN. 4. 7, s. 44 (10). You can obtain NUANS Report, Name Pre-Search and corporate records and documents through us. (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. R.S.O. (20) A dissenting shareholder is not required to give security for costs in an application made under subsection(18) or (19). Before you can get a marriage certificate, your marriage needs to be registered. 6, s. 6. Liability in case of contributorys death. F, s.7(1). professional corporation means a corporation incorporated or continued under this Act that holds a valid certificate of authorization or other authorizing document issued under an Act governing a profession. (2) A director who votes for or consents to a resolution is not entitled to dissent under subsection (1). affected security means a participating security of a corporation in which the interest of the holder would be terminated by reason of a going private transaction; (valeur mobilire vise). R.S.O. R.S.O. Industry Canada (also known as Strategis) database of Canadian Federal Corporations. (a) the issue, certification and delivery of debt obligations under the trust indenture; (b) the release or release and substitution of property subject to a security interest constituted by the trust indenture; (c) the satisfaction and discharge of the trust indenture; or. (3) Upon receiving a statement under subsection (2), a corporation shall forthwith send a copy of the statement to every shareholder entitled to receive notice of meetings of shareholders unless the statement is included in or attached to a management information circular required by section 112. R.S.O. 140 (1) A corporation shall prepare and maintain, at its registered office or at such other place in Ontario designated by the directors. section of the official USPS.com website. 2, s.1(5). (a) a notice in writing is sent to each known creditor having a claim against the corporation that exceeds $2,500, at the last address of the creditor known to the corporation; (b) a notice is published once in a newspaper published or distributed in the place where the corporation has its registered office; and. 1990, c. B.16, s.101(2). (2) A corporation shall not make any payment to purchase or otherwise acquire shares issued by it if there are reasonable grounds for believing that, (a) the corporation is or, after the payment, would be unable to pay its liabilities as they become due; or. (2) For the purposes of clause (1) (c), a class may be defined, (a) in terms of any attribute or combination of attributes; or. 3 The operation of subsections 103 (1) and (2) of the Act is temporarily suspended and the following replacement provisions are in effect during the temporary suspension period only: (1) Subject to subsection (2.1) and unless the by-laws otherwise provide, voting at a meeting of shareholders shall be by show of hands, except where a ballot is demanded by a shareholder or proxyholder entitled to vote at the meeting. 4, s. 15). 1990, c. B.16, s.252(3). R.S.O. Ontario Registration 1990, c. B.16, s.214. 2015, c. 38, Sched. (7.1) If the appropriate official or public body of the other jurisdiction notifies the Director that it has issued an instrument of continuance to the corporation, the Director may, if the Director is of the opinion that it is appropriate to do so and is satisfied that the corporation has satisfied the requirements of this section, notify the corporation that it is deemed to have complied with subsection (7). (b) by written notice to each stock exchange in Canada on which the shares of the corporation are listed for trading. 1990, c. B.16, s.52(4). 51 (1) The trustee shall be required to give to the holders of debt obligations issued under the trust indenture, within a reasonable time but not exceeding thirty days after the trustee becomes aware of the occurrence thereof, notice of every event of default arising under the trust indenture unless the trustee in good faith determines that the withholding of the notice is in the best interests of the holders of the debt obligations and so advises the issuer or guarantor in writing. Ontario Court Records FamilySearch R.S.O. 1990, c. B.16, s.45(9). B, s.22(3). 122 (1) Subject to clause 120(f), the shareholders of a corporation may by ordinary resolution at an annual or special meeting remove any director or directors from office. (6) Repealed: 1998, c. 18, Sched. R.S.O. 38 (1) Subject to its articles and any unanimous shareholder agreement, the directors may declare and a corporation may pay a dividend by issuing fully paid shares of the corporation or options or rights to acquire fully paid shares of the corporation and, subject to subsection (3), a corporation may pay a dividend in money or property. (a) the auditors proposed removal as auditor; (b) the appointment or election of another person to fill the office of auditor; or. (c) a liquidator of, or a trustee in bankruptcy for, a registered security holder. 252 (1) A person aggrieved by a decision of the Director. 2000, c. 42, Sched., s.2. Scammers may charge $40 or more to do what you can do for just $1.10 using the "Who is moving?" 2010, c. 16, Sched. 1990, c. B.16, s.126(9). 192 Sections 193 to 205 apply to corporations being wound up voluntarily. (32) The Commission may appoint counsel to assist the court upon the hearing of an application under subsection (31), if the corporation is an offering corporation. Minimum notice for proposal, non-offering corporation. 12, s. 1 (4). R.S.O. 1990, c. B.16, s.204(2). 1990, c. B.16, s.132(9). Note: On October 1, 2023, subsection 126 (13) of the Act is repealed and the following substituted: (See: 2023, c. 9, Sched. R.S.O. 2015, c. 38, Sched. (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. (5.1) Nothing in this section prevents shareholders from fettering their discretion when exercising the powers of directors under a unanimous shareholder agreement. If you are unsure if you need a marriage certificate or certified copy of marriage registration, please check with the Ministry, government agency, or person requesting the document before you order. New Brunswick | Corporate Affairs Registry, Newfoundland & Labrador | Corporations Registry, Northwest Territories | Corporate Registry, Prince Edward Island | Corporate & Business Names Registry, Toronto Stock Exchange | Listed Companies. (i) the court that granted the probate or letters of administration, (ii) a trust corporation incorporated under the laws of Canada or a province, or, (iii) a lawyer or notary acting on behalf of the person; or. 1990, c. B.16, s.34(5). (2) Unless the articles or the by-laws provide otherwise, a meeting of the shareholders may be held by telephonic or electronic means and a shareholder who, through those means, votes at the meeting or establishes a communications link to the meeting shall be deemed for the purposes of this Act to be present at the meeting. Getting married? 140.3 (1) If a corporation receives a request under this section for disclosure of its register of individuals with significant control, the corporation shall respond to the request in accordance with this section. 2006, c. 34, Sched. 136 (1) A corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or another individual who acts or acted at the corporations request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity. You can check the status of your online application 1 business day after you submit it. (b) a statement that contains a description of and the reasons for the business dealt with by the resolution. B, s.15. New Brunswick Corporate Affairs Registry Database. 1990, c. B.16, s.42(4). (4) If expressly so provided in the oral or written contract referred to in subsection (1), a person who purported to act in the name of or on behalf of the corporation before it came into existence is not in any event bound by the contract or entitled to the benefits thereof. 1990, c. B.16, s.144(4). R.S.O. E, s.20. warrant means any certificate or other document issued by a corporation as evidence of conversion privileges or options or rights to acquire securities of the corporation. Search land registration documents | ontario.ca location, date and religious denomination of ceremony). (b) it is a body corporate that is a social company within the meaning of the Corporations Act and, (i) the shareholders, by special resolution, authorize the directors of the body corporate to apply to the Director for a certificate of continuance under this Act, or. (3) The holders of a class or series of shares of an amalgamating corporation, whether or not they are otherwise entitled to vote, are entitled to vote separately as a class or series in respect of an amalgamation if the amalgamation agreement contains a provision that, if contained in a proposed amendment to the articles, would entitle such holders to vote separately as a class or series under section 170. (c) where the shareholders by special resolution authorize an application to be made to the court to wind up the corporation. iii. 2023, c. 9, Sched. (d) the sending of a form of proxy to a shareholder under section 111. (8) A list of registered holders obtained under this section shall not be used by any person except in connection with. 1990, c. B.16, s.184(5). 1990, c. B.16, s.108(3); 2006, c. 34, Sched. Directors liability to employees for wages. 18 No person is affected by or is deemed to have notice or knowledge of the contents of a document concerning a corporation by reason only that the document has been filed with the Director or is available for inspection at an office of the corporation. R.S.O. (5) Despite subsection (4), the right of the holders of a class of shares to one vote for each share at all meetings of shareholders other than meetings of the holders of another class of shares, or to receive the remaining property of the corporation upon dissolution, need not be set out in the articles. R.S.O. (4) Subject to the provisions of this Act and the regulations, a corporation may have in its articles a special provision permitting it to set out its name in any language and the corporation may be legally designated by that name. R.S.O. 2017, c. 20, Sched. Ontario marriage bonds, 1803-1845, have been microfilmed and digitized: Most have been extracted and published in: Wilson, Thomas B. R.S.O. 2017, c. 20, Sched. R.S.O. 1990, c. B.16, s.2(3); 2017, c. 2, Sched. 2. R.S.O. 2017, c. 20, Sched. (b) furnish the information and explanations so obtained to the auditor. 2015, c. 38, Sched. (b) in the case of a dissidents information circular, a copy thereof together with a copy of the form of proxy and of any other documents for use in connection with the meeting. 2006, c. 8, s.107. B, s.41; 2009, c. 33, Sched. Interpretation: individual with significant control. Transfer of shares subject to unanimous shareholder agreement. R.S.O. 1990, c. B.16, s.185(4). 4, s. 10 (1)). 1990, c. B.16, s.268(2). (5) This Act ceases to apply to the corporation on the date upon which the corporation is continued under the Not-for-Profit Corporations Act, 2010. 2006, c. 34, Sched. (a) the provisions that are required to be included in articles of incorporation under section 5; (b) subject to subsection (2), the basis upon which and manner in which the holders of the issued shares of each amalgamating corporation are to receive. (b) to be sent the notice referred to in subsection 54 (3). Alerte l'escroquerie : La Cour de justice de l'Ontario et le bureau du procureur de la Couronne ne passeront jamais d'appels tlphoniques demandant de l'argent ou des renseignements personnels dtaills. (4) A director liable under subsection (2) is entitled to apply to the court for an order compelling a shareholder or other recipient to pay or deliver to the director any money or property that was paid or distributed to the shareholder or other recipient contrary to section 30, 31, 32, 37, 38, 136, 185 or 248. (3) In addition to any other matters that the articles or by-laws may provide for with respect to the holding of meetings of shareholders in accordance with subsection (2), the articles or by-laws may, (a) limit the manner or manners by which a meeting of shareholders may be held in accordance with subsection (2); and. Forfeited Corporate Property Act, 2015 comes into force, clause (1) (e) applies to the corporation on and after the second anniversary of the coming into force of that section, in respect of its ownership interests in land on and after that second anniversary. 2017, c. 20, Schedule 6, s. 8 (5). 4, s. 10 (3). (5) A director who has satisfied a claim under this section is entitled to contribution from the other directors who were liable for the claim. 6, s. 11. Cancellation of certificate, etc., by Director. (6) For the purpose of determining whether an individual has direct or indirect influence that, if exercised, would result in control in fact of a corporation, where the corporation and the individual are dealing with each other at arms length and the influence is derived from a franchise, licence, lease, distribution, supply or management agreement or other similar agreement or arrangement, the main purpose of which is to govern the relationship between the corporation and the individual regarding the manner in which a business carried on by the corporation is to be conducted, the corporation shall not be considered to be controlled, directly or indirectly in any manner whatever, by the individual by reason only of that agreement or arrangement. 1990, c. B.16, s.188(17). (b) an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made. 2017, c. 20, Sched. (iii) at that previous meeting, the proposal did not receive the minimum amount of support required under subsection (5.4). See: 1998, c. 18, Sched. 2000, c. 42, Sched., s.2. 258.1 (1) A corporation that, without reasonable cause, contravenes section 140.2 is guilty of an offence and on conviction is liable to a fine of not more than $5,000. (3) The liquidator in making a call under clause (1)(b) may take into consideration the probability that some of the contributories upon whom the call is made may partly or wholly fail to pay their respective portions of the call. 2021, c. 40, Sched. 137 Subject to the articles, the by-laws or any unanimous shareholder agreement, the directors of a corporation may fix the remuneration of the directors, officers and employees of the corporation. R.S.O. 1990, c. B.16, s.56(7). 2006, c. 34, Sched. 95 (1) For the purpose of determining shareholders. (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. event of default means an event specified in a trust indenture on the occurrence of which, (a) a security interest constituted by the trust indenture becomes enforceable, or. 2000, c. 26, Sched. (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. (b) as consisting of, including or excluding a specified member. (2) Where a body corporate or association is a shareholder of a corporation, the corporation shall recognize any individual authorized by a resolution of the directors or governing body of the body corporate or association to represent it at meetings of shareholders of the corporation. R.S.O. 3. (a) an order authorizing the complainant or any other person to control the conduct of the action; (b) an order giving directions for the conduct of the action; (c) an order directing that any amount adjudged payable by a defendant in the action shall be paid, in whole or in part, directly to former and present security holders of the corporation or its subsidiary instead of to the corporation or its subsidiary; and. (3) If a person upon whom the ownership of a security devolves by operation of law, other than a person referred to in subsection (2), furnishes proof of the persons authority to exercise rights or privileges in respect of a security of the corporation that is not registered in the persons name, the corporation shall treat the person as entitled to exercise those rights or privileges. 1, s. 7 (2). 1990, c. B.16, s.121(2). 1998, c. 18, Sched. R.S.O. (b) that the list will not be used except as permitted under subsection (5). 1990, c. B.16, s.126(5). (a) a civil, criminal, administrative, investigative or other action or proceeding commenced by or against the corporation before its dissolution may be continued as if it had not been dissolved; (b) a civil, criminal, administrative, investigative or other action or proceeding may be brought against the corporation as if it had not been dissolved; (c) property that would have been available to satisfy a judgment, order or decision if the corporation had not been dissolved remains available for that purpose, subject to subsections (1.1) and (1.2); and. (2) For the purpose of bringing a dissolution authorized under clause 237(c) into effect, articles of dissolution must set out. 1990, c. B.16, s.200(1). (b) reduce its stated capital for any purpose including, without limiting the generality of the foregoing, for the purpose of, (i) distributing to the holders of issued shares of any class or series of shares an amount not exceeding the stated capital of the class or series, or. (3) No act done by or on behalf of a professional corporation is invalid merely because it contravenes this Act. R.S.O. 1990, c. B.16, s.266(3). You (2) A corporation shall add to the appropriate stated capital account in respect of any shares it issues the full amount of the consideration it receives as determined by the directors which, in the case of shares not issued for money, shall be the amount determined by the directors in accordance with clause 23(4)(a) or, if a determination is made by the directors in accordance with subclause 23(4)(b)(i), the amount so determined. 7, s. 44 (4). 2023, c. 9, Sched. R.S.O. appointed under s. 142 (a). (10) The court may appoint one or more appraisers to assist the court in fixing a fair value for the securities. 2007, c. 7, Sched. 1990, c. B.16, s.121(1). 1990, c. B.16, s.110(1). (11) Within 10 days after the acquisition of the securities of dissenting offerees under subsection (10) by an offeror who has made a take-over bid, the offeree corporation, (i) issue to the offeror one or more security certificates in respect of the securities so acquired, or, (ii) if a resolution is passed by the directors under subsection 54 (2) with respect to any class and series of securities so acquired, issue to the offeror uncertificated securities in respect of the securities of such class and series so acquired and send the offeror the notice referred to in subsection 54 (3); and. 1990, c. B.16, s.157(2). 1998, c. 18, Sched. 1990, c. B.16, s.190(2). (12) A security holder requesting the court to fix the fair value of his, her or its securities is not required to give security for costs on the application. 1990, c. B.16, s.22(6). R.S.O. (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 corporations 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. 6, s. 13. 2015, c. 38, Sched. R.S.O. 21. prescribing the manner in which notice may be sent under subsection 190(3); 22. R.S.O. (b) the principal, interest and other money payable thereunder become or may be declared to be payable before the date of maturity, but the event is not an event of default until all conditions prescribed by the trust indenture in connection with such event for the giving of notice or the lapse of time or otherwise have been satisfied; (cas de dfaut), trust indenture means any deed, indenture or other instrument, including any supplement or amendment thereto, made by a body corporate under which the body corporate issues or guarantees debt obligations and in which a person is appointed as trustee for the holders of the debt obligations issued or guaranteed thereunder; (acte de fiducie). 12, s. 1 (3). 6, s. 9. (12) A dissenting shareholder who fails to comply with subsections (6), (10) and (11) has no right to make a claim under this section. R.S.O. How to change your address | USAGov 2, s. 2. R.S.O. Do a comprehensive background search of over 500 million court, inmate, corrections, offender, and fugitive records. B, s.26. 133 Subject to the articles, the by-laws or any unanimous shareholder agreement. R.S.O. (7) The execution or exercise of a proxy does not constitute a written objection for purposes of subsection (6). R.S.O. 2006, c. 34, Sched. R.S.O. (d) an order requiring the corporation or its subsidiary to pay reasonable legal fees and any other costs reasonably incurred by the complainant in connection with the action. (5) Every director or officer of a corporation who knowingly records or knowingly authorizes, permits or acquiesces in the recording of false or misleading information in the register of the corporation required under section 140.2 is guilty of an offence and is liable on conviction to a fine of not more than $200,000 or to imprisonment for a term of not more than six months, or to both. 7, s. 44 (3). (a) the names, alphabetically arranged of persons who. (13) If a dissenting offeree has elected to demand payment of the fair value of his, her or its securities under subclause (2)(c)(ii), the offeror may, in the case of a take-over bid, within twenty days after it has complied with subsection (5) or, in the case of an issuer bid, within twenty days after it has complied with subsection (7), apply to the court to fix the fair value of the securities of that dissenting offeree. 1999, c. 12, Sched. 161 (1) A registered holder or a beneficial owner of a security or, in the case of an offering corporation, the Commission may apply, without notice or on such notice as the court may require, to the court for an order directing an investigation to be made of the corporation or any of its affiliates. (b) notify the corporation that the security holder wishes to have the fair value of his, her or its securities fixed by the court. (ii) that such property or past service has a fair value that is not less than the amount of money referred to in clause(a). (4) Restated articles of incorporation supersede the original articles of incorporation and all amendments thereto. (b) a statement that a dissenting shareholder is entitled to be paid the fair value of the shares in accordance with section 185, but failure to make that statement does not invalidate a sale, lease or exchange referred to in subsection (3). 97 Subject to this Act or the articles or by-laws of a corporation or a unanimous shareholder agreement. (a) the securities to be purchased, redeemed or otherwise acquired are debt securities that are not convertible into equity securities, (b) the securities are to be purchased, redeemed or otherwise acquired in accordance with the terms and conditions thereof or otherwise agreed to at the time they were issued or subsequently varied by amendment of the documents setting out those terms and conditions, or are acquired to meet sinking fund requirements or from an employee or a former employee of the issuer or of an affiliate, or, (c) the purchases, redemptions or other acquisitions to be made are required by the instrument creating or governing the class of securities or by this Act; (offre de lmetteur), offeree means a person to whom a take-over bid or an issuer bid is made; (pollicit), offeree corporation means a corporation whose securities are the subject of a take-over bid; (socit pollicite), offeror means a person, other than an agent, who makes a take-over bid or an issuer bid; (pollicitant), take-over bid means an offer made to security holders of an offeree corporation to purchase directly or indirectly voting securities of the offeree corporation, where the voting securities that are the subject of the offer to purchase, the acceptance of the offer to sell or the combination thereof, as the case may be, together with the securities currently owned by the offeror, its affiliates and associates will carry, in the aggregate, 10 per cent or more of the voting rights attached to the voting securities of the offeree corporation that would be outstanding on exercise of all currently exercisable rights of purchase, conversion or exchange relating to voting securities of the offeree corporation; (offre dachat visant la mainmise). 4, s. 14). R.S.O. (2) Subject to this Act and the regulations, a corporation may have a name that is, (c) one name that is a combination of English and French; or. 1990, c. B.16, s.192. R.S.O. (4) The Director is entitled to be heard, by counsel or otherwise, upon the argument of an appeal under this section. (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. 2015, c. 38, Sched.