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Loan and Trust Corporations Act

R.S.O. 1990, CHAPTER L.25

Historical version for the period March 9, 2005 to October 31, 2005.

Amended by: 1992, c. 32, s. 19; 1993, c. 27, Sched.; 1994, c. 11, s. 390; 1994, c. 17, ss. 103-121; 1996, c. 2, s. 70; 1997, c. 10, s. 28; 1997, c. 19, s. 13; 1997, c. 23, s. 9; 1997, c. 28, ss. 149-171; 1999, c. 1; 1999, c. 6, s. 34; 1999, c. 12, Sched. I, s. 5; 2001, c. 8, ss. 52-182; 2004, c. 7, s. 10; 2004, c. 8, s. 46; 2004, c. 31, Sched. 23; 2005, c. 5, s. 38.

CONTENTS

PART I
INTERPRETATION AND APPLICATION

1.

Definitions

2.

Deemed affiliation

3.

Application of Act

3.

Application of Act

4.

Non-application of Act

PART II
INCORPORATION AND INSTRUMENT OF INCORPORATION

8.

Contents of letters patent

9.

Day of incorporation

10.

Supplementary letters patent

11.

Names

12.

Decision is final

13.

Powers of corporation

PART III
WINDING UP, DISSOLUTION AND MERGER

14.

Winding up

15.

Cancellation for non-use

16.

Actions after dissolution

17.

Liability of shareholders to creditors

18.

Forfeiture of undisposed property

19.

Amalgamation

20.

Mandatory agreement

21.

Proceedings to approve agreement

22.

Dispensing with approval

23.

Submission to Lieutenant Governor in Council

24.

Certificate of Superintendent

25.

Assets of vendor corporation vest in purchasing corporation

26.

Rights of creditors

27.

Amalgamation

28.

Acquisition of assets or amalgamation by purchase of shares

29.

Transfer of business

29.1

Continuance under federal Act

PART IV
REGISTRATION

30.

Registration

31.

Application for registration

31.1

Conditions to registration

32.

Conditions of registration, extra-provincial corporations

35.

Voluntary terms and conditions

36.

Cancellation of registration on request of corporation

36.

Revocation on request

37.

Names

37.

Revocation of registration, federal corporations

38.

Termination of right to carry on business

PART V
SHARES AND SHAREHOLDERS

40.

Deemed liability

41.

Shares

42.

Shares

43.

Separate capital account

44.

Special shares in series

45.

Conversion privileges

46.

Subsidiaries not to hold shares in holding body corporate

47.

Purchase of issued shares

48.

Redemption of shares

49.

Donation of share

50.

Reduction of stated capital account

51.

Reduction of stated capital account

52.

Contract with corporation re purchase of its shares

53.

Commission on sale

54.

Declaration of dividends

55.

Lien on shares

56.

Restrictions on issue, transfer, etc.

57.

Investment securities

58.

Insider liability

62.

Deemed holding body corporate

63.

Consent of Superintendent

64.

Declaration may be required

65.

Hearing

66.

Exemption

67.

Transfer valid only after entry

68.

By-laws

69.

Liability of directors, etc.

70.

Shareholders liability limited

71.

Place of meetings

72.

Shareholders meeting

73.

Record date

74.

Notice

75.

Shareholders meeting

76.

Waiving notice

77.

Proposal

78.

Lists of shareholders

79.

Quorum

80.

Voting rights

81.

Method of voting

82.

Effect of signed resolutions

83.

Requisition for shareholders meeting

84.

Requisition to Court

85.

Application to court re: directors and auditors

86.

Proxies

PART VI
DIRECTORS AND OFFICERS

87.

Directors’ duties

88.

By-laws and resolutions

89.

Board of directors

90.

Director disqualification

91.

Holding shares

92.

Directors

93.

Cumulative voting

94.

When director ceases to hold office

95.

Removal of directors

96.

Notice to director

97.

Vacancies

98.

Director’s fitness

99.

Board meetings

100.

Executive committee

101.

Chair

102.

Delegation of fiduciary powers

103.

Audit and investment committees

104.

Acts not invalid

105.

Resolutions

106.

Liability

107.

Liability for wages

108.

Standard of care

109.

Consent of director at meeting

110.

Indemnification

111.

Remuneration of directors

112.

Attendance records

PART VII
AUDITORS AND FINANCIAL STATEMENTS

113.

Auditors

114.

Right to attend shareholder meetings

115.

No liability

116.

Disqualification

117.

Auditor appointment for subsidiary

118.

Examination

119.

Reports to board

120.

Financial statements, etc., to be given to shareholders

121.

Preparation of financial statements

122.

Audit committee

123.

Approval by directors

124.

Interim financial statement

PART VIII
BOOKS, RECORDS AND RETURNS

125.

Records

126.

Location of records

127.

Securities register

128.

Transfer agents

129.

Valid registration

130.

Open to examination

131.

Copies

132.

List of shareholders

133.

Trafficking in lists

134.

Returns

135.

Annual return

136.

Filing of financial statements

137.

Filing of corporate changes

139.

Public file

PART IX
CONFLICT OF INTEREST

140.

Power to designate person as restricted party

141.

Prohibitions, restricted parties

142.

Permitted transactions, board approval

143.

Onus of proof

144.

Trusts and estates

145.

Exemption

146.

Disclosure of interest

147.

Procedures

148.

Voidable contract

149.

Derivative action

150.

Reporting by auditor

151.

Reporting by others

152.

No liability

PART X
BUSINESS AND INVESTMENTS

153.

Application of ss. 154-172

154.

Prudent investment standards

155.

Deposits

155.

Status of money received as a deposit

156.

Deposit insurance

157.

Borrowing multiples, limits

158.

Subordinated indebtedness

159.

Pledging for liquidity reasons

160.

Liquidity

161.

Restriction on pledging total assets

162.

Investments

163.

Subsidiaries

164.

Commercial loans

165.

Order to dispose of investment

170.

Other investments authorized

171.

Additional collateral

172.

Allocation of security

173.

Common trust funds authorized

175.

Trustee, executor, etc.

176.

Trusts

Cost of Borrowing

176.1

Definition of “cost of borrowing”

176.2

Rebate of borrowing costs

176.3

Disclosure of cost of borrowing

176.4

Additional disclosure – term loans

176.5

Disclosure in applications for credit cards, etc.

176.6

Disclosure where credit cards, etc., issued

176.7

Additional disclosure: loans to which ss. 176.4 and 176.6 do not apply

176.8

Statement re mortgage renewal

176.9

Disclosure in advertising

176.10

Regulations re disclosure

PART XI
ADMINISTRATION

180.

Capacity outside Ontario

181.

Records

182.

Power to require evidence

183.

Examinations, audits and inspections, general

184.

Annual inspection of registered corporations

185.

Examination by Superintendent

186.

Special examination

187.

Inquiries by Superintendent

188.

Extension of time

189.

Notice as proof

190.

Agreements with other Governments

191.

Capacity of Superintendent

PART XII
ENFORCEMENT AND CIVIL REMEDIES

192.

Superintendent’s orders

193.

Appeals

194.

Superintendent approvals

194.

Superintendent’s decisions

195.

Superintendent may be party

196.

Transcript

197.

Hearing in private

198.

Voluntary compliance program

199.

Cancellation of registration

200.

Notice on change of status

201.

Orders imposing limitations and conditions or for taking possession and control

202.

Power of Superintendent upon taking control

203.

Application to court

204.

Orders, etc., binding on successors and assignees

205.

Over-valued property

206.

Investigation

207.

Protection from personal liability

208.

Order to freeze property

209.

Liability for short-fall

210.

Order for compliance

211.

Oppression remedy

212.

Want of prosecution

PART XIII
OFFENCES AND PENALTIES

213.

Carrying on business of corporation prohibited

214.

Offences

215.

Limitation period

216.

Order to comply

217.

Restitution

PART XIV
MISCELLANEOUS AND REGULATIONS

218.

Deposits from persons unable to contract

219.

Direction as to disposition of deposits on death

220.

Unclaimed deposits

221.

Payments by mistake

222.

Delivery of notices

223.

Regulations

223.1

Forms

224.

Return of security

225.

Exemption from minimum capital requirements

226.

Transition, capital levels

228.

Transition, increase in loans

PART I
INTERPRETATION AND APPLICATION

Definitions

1. In this Act,

“accountant” means a person who is licensed under the Public Accountancy Act; (“comptable”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “accountant” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (1). See: 2001, c. 8, ss. 52 (1), 183 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “accountant” is amended by the Statutes of Ontario, 2004, chapter 8, section 46, Table by striking out “Public Accountancy Act” and substituting “Public Accounting Act, 2004”. See: 2004, c. 8, ss. 46, Table; 51 (2).

“affiliate” means a body corporate that is an affiliate within the meaning of subsection 2 (1); (“membre du même groupe”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “affiliate” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (1). See: 2001, c. 8, ss. 52 (1), 183 (2).

“bank” means a bank or authorized foreign bank within the meaning of section 2 of the Bank Act (Canada); (“banque”)

“bank mortgage subsidiary” means a wholly-owned subsidiary of a bank that receives deposits that are guaranteed by the bank and whose investments in mortgages equal at least 85 per cent of its deposits; (“filiale bancaire de crédit hypothécaire”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “bank mortgage subsidiary” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (3). See: 2001, c. 8, ss. 52 (3), 183 (2).

“body corporate” means any body corporate with or without share capital and wherever or however incorporated; (“personne morale”)

“branch” means an office of a corporation where it offers services to the public or where it provides fiduciary services; (“succursale”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “branch” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (3). See: 2001, c. 8, ss. 52 (3), 183 (2).

“capital base” means the shareholders’ equity of a corporation calculated in the prescribed manner; (“apport en capital”)

“Commission” means the Financial Services Commission of Ontario established under the Financial Services Commission of Ontario Act, 1997; (“Commission”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “Commission” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (3). See: 2001, c. 8, ss. 52 (3), 183 (2).

“common trust fund” means a fund maintained by a trust corporation in which money belonging to various estates and trusts in its care are combined for the purpose of facilitating investment; (“fonds en fiducie collectif”)

“company” means a body corporate that is not a loan corporation, a trust corporation or a municipality or any local board thereof; (“compagnie”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “company” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (3). See: 2001, c. 8, ss. 52 (3), 183 (2).

“corporation” means a loan corporation or a trust corporation whether incorporated in or outside of Ontario; (“société”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “corporation” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (4) and the following substituted:

“corporation” means a loan corporation or a trust corporation; (“société”)

See: 2001, c. 8, ss. 52 (4), 183 (2).

“deposit”, in relation to a registered corporation, means money received by it under section 155 and money received by it before the coming into force of section 155 that, had that section been in force when the money was received, would have been received under section 155; (“dépôt”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “deposit” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (5) and the following substituted:

“deposit” means, in relation to a registered corporation, money received by it that is repayable on demand or after notice or that is repayable upon the expiry of a fixed term; (“dépôt”)

See: 2001, c. 8, ss. 52 (5), 183 (2).

“depositor” means a person who has a deposit in a corporation; (“déposant”)

“extra-provincial corporation” means a corporation that was incorporated under the laws of Canada or of any province, other than Ontario, or of any territory of Canada; (“société extraprovinciale”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “extra-provincial corporation” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (6). See: 2001, c. 8, ss. 52 (6), 183 (2).

“financial statement” means a statement referred to in subsection 120 (1); (“état financier”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “financial statement” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (6). See: 2001, c. 8, ss. 52 (6), 183 (2).

“improved real estate” means real estate,

(a) on which there exists a building used or capable of being used for residential, financial, commercial, industrial, educational, professional, institutional, religious, charitable or recreational purposes,

(b) on which a building capable of being used for residential, financial, commercial, industrial, professional, institutional, educational, religious, charitable or recreational purposes is being or is about to be constructed,

(c) on which farming operations are being conducted, or

(d) vacant land within a municipality that is restricted by law in its use to commercial, industrial or residential purposes by zoning or otherwise; (“bien immeuble amélioré”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “improved real estate” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (6). See: 2001, c. 8, ss. 52 (6), 183 (2).

“instrument of incorporation” means the special Act, charter, letters patent or other document incorporating or amalgamating a corporation and includes all amendments thereto; (“acte constitutif”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “instrument of incorporation” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (6). See: 2001, c. 8, ss. 52 (6), 183 (2).

“law of Ontario” includes any law of the former Province of Canada or of Upper Canada, continued as the law of Ontario, or consolidated or incorporated with the law of Ontario; (“la loi de l’Ontario”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “law of Ontario” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (6). See: 2001, c. 8, ss. 52 (6), 183 (2).

“lending value”, in relation to real estate, means the market value of the real estate reduced by such amounts as are attributable to contingencies or assumptions the occurrence of which is remote and that have increased the market value of the real estate, multiplied by the lesser of,

(a) 75 per cent, or

(b) such percentage less than 75 per cent as the corporation has determined in accordance with its prudent investment standards to be appropriate in the circumstances; (“valeur hypothécable”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “lending value” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (6). See: 2001, c. 8, ss. 52 (6), 183 (2).

“loan corporation” means a body corporate incorporated or operated for the purpose of borrowing money from the public by receiving deposits and lending or investing such money but does not include a bank, a bank mortgage subsidiary, an insurance corporation, a trust corporation, a credit union, caisse populaire or league under the Credit Unions and Caisses Populaires Act, 1994 or a retail association under the Cooperative Credit Associations Act (Canada); (“société de prêt”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “loan corporation” is amended by the Statutes of Ontario, 2001, chapter 8, subsection 52 (7) by striking out “a bank mortgage subsidiary”. See: 2001, c. 8, ss. 52 (7), 183 (2).

“market value” means the most probable price that would be obtained for property in an arm’s length sale in an open market under conditions requisite to a fair sale, the buyer and seller each acting prudently, knowledgeably and willingly; (“valeur marchande”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “market value” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

“Minister” means the Minister of Financial Institutions; (“ministre”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “Minister” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

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

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “Ministry” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

“mortgage” includes a charge or hypothec; (“hypothèque”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “mortgage” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

“offering corporation” means a corporation that is offering its securities to the public within the meaning of subsection 2 (9) and that is not the subject of an order of the Ontario Securities Commission deeming it to have ceased to be offering its securities to the public; (“société qui fait appel au public”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “offering corporation” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

“officer” means the chair and any vice-chair of the board of directors, the president, any vice-president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the general manager and any other person designated an officer by by-law or by resolution of the directors and any other individual who performs functions for the corporation similar to those normally performed by an individual occupying any such office; (“dirigeant”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “officer” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

“personal representative” means an executor, administrator, guardian, trustee, receiver or liquidator; (“ayant droit”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “personal representative” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

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

“principal place of business” means,

(a) in the case of a provincial corporation, the place in Ontario designated in its instrument of incorporation as its head office or as its principal place of business, and

(b) in the case of a registered extra-provincial corporation, the place in Ontario designated in its registration as its principal place of business; (“établissement principal”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “principal place of business” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

“provincial corporation” means a corporation incorporated under the law of Ontario; (“société provinciale”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “provincial corporation” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

“real estate” includes messuages, lands, rents and hereditaments, whether freehold or of any other tenure, and whether corporeal or incorporeal, and leasehold estates, and any undivided share thereof, and any estate, right or interest therein but does not include hydrocarbons, minerals or aggregates in or under the ground; (“biens immeubles”)

“registered corporation” means a corporation registered under this Act; (“société inscrite”)

“registered form”, when applied to a security, means a security that,

(a) specifies a person entitled to the security or to the rights it evidences, and the transfer of which is capable of being recorded in a securities register, or

(b) bears a statement that it is in registered form; (“nominatif (nominative)”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “registered form” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

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

“resident Canadian” means an individual who is,

(a) a Canadian citizen ordinarily resident in Canada,

(b) a Canadian citizen not ordinarily resident in Canada who is a member of a prescribed class of persons, or

(c) a permanent resident within the meaning of the Immigration Act (Canada) and ordinarily resident in Canada, except a permanent resident who has been ordinarily resident in Canada for more than one year after the time at which he or she first became eligible to apply for Canadian citizenship; (“résident canadien”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “resident Canadian” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

“restricted party” means a person who with respect to a corporation is,

(a) an officer or director of the corporation,

(b) a beneficial holder, directly or indirectly, of 10 per cent or more of any class of voting shares of the corporation,

(c) a beneficial holder of 10 per cent or more of any class of non-voting shares of the corporation,

(d) a beneficial holder, directly or indirectly, of 10 per cent or more of any class of voting shares of an affiliate of the corporation,

(e) an affiliate of the corporation other than a subsidiary of the corporation,

(f) an employee of the corporation,

(g) an auditor of the corporation, if the auditor is a sole practitioner,

(h) a partner in the firm who are the corporation’s auditors, if the partner is actually engaged in auditing the corporation,

(i) a director or officer of a body corporate described in clause (b) or (c),

(j) a spouse or child of an individual described in clause (a), (b), (c) or (d),

(k) any relative of an individual described in clause (a), (b), (c) or (d) or of his or her spouse who has the same home as such individual or spouse,

(l) a body corporate in which a person described in clause (a) or (b) is the beneficial holder, directly or indirectly, of 10 per cent or more of any class of voting shares,

(m) a body corporate in which a person described in clause (c), (f), (g), (h), (i) or (j) is the beneficial holder, directly or indirectly, of more than 50 per cent of any class of voting shares,

(n) a person designated under section 140 as a restricted party; (“personne assujettie à des restrictions”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “restricted party” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

“securities register” means the register referred to in subsection 127 (1); (“registre de valeurs mobilières”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “securities register” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

“security” means a share of any class or series of shares or a debt obligation of a body corporate and includes a certificate evidencing such a share or debt obligation and includes a warrant but does not include a deposit or any instrument evidencing a deposit in a corporation; (“valeur mobilière”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “security” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

“special resolution” means a resolution that is,

(a) submitted to a meeting of the shareholders of a corporation duly called for the purpose of considering the resolution and passed, with or without amendment, at the meeting by at least two-thirds of the votes cast, or

(b) consented to in writing by each shareholder of the corporation entitled to vote at such a meeting or the shareholder’s agent authorized in writing; (“résolution spéciale”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “special resolution” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

“spouse” means the person to whom a person is married or with whom the person is living in a conjugal relationship outside marriage; (“conjoint”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “spouse” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

“Superintendent” means the Superintendent of Financial Services appointed under the Financial Services Commission of Ontario Act, 1997; (“surintendant”)

“total assets” means the assets of a corporation calculated in the prescribed manner and, in the case of a provincial trust corporation, includes cash and securities earmarked and set aside under subsection 155 (5); (“actif total”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “total assets” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

“Tribunal” means the Financial Services Tribunal established under the Financial Services Commission of Ontario Act, 1997; (“Tribunal”)

“trust corporation” means a body corporate incorporated or operated,

(a) for the purpose of offering its services to the public to act as trustee, bailee, agent, executor, administrator, receiver, liquidator, assignee, guardian of property or attorney under a power of attorney for property, and

(b) for the purpose of receiving deposits from the public and of lending or investing such deposits; (“société de fiducie”)

“voting share” means any share of any class of shares of a body corporate carrying voting rights under all circumstances and any share of any class of shares carrying voting rights by reason of the occurrence of any contingency that has occurred and is continuing. (“action assortie du droit de vote”) R.S.O. 1990, c. L.25, s. 1; 1992, c. 32, s. 19; 1996, c. 2, s. 70 (1); 1994, c. 17, s. 103; 1997, c. 19, s 13 (1); 1997, c. 28, s. 149; 1999, c. 6, s. 34 (1, 2); 2001, c. 8, s. 52 (2-8); 2004, c. 31, Sched. 23, s. 1; 2005, c. 5, s. 38 (1-3).

Deemed affiliation

2. (1) For the purposes of this Act,

(a) a body corporate shall be deemed to be affiliated with another body corporate if one of them is the subsidiary of the other or both are subsidiaries of the same body corporate or each of them is controlled by the same person; and

(b) the affiliates of every body corporate shall be deemed to be affiliated with all other bodies corporate with which the body corporate is affiliated. R.S.O. 1990, c. L.25, s. 2 (1).

Deemed control

(2) For the purposes of this Act, except sections 59 to 61, a body corporate shall be deemed to be controlled by a person if,

(a) securities of the body corporate to which are attached more than 50 per cent of the votes that may be cast to elect directors of the body corporate are held other than by way of security only by or for the benefit of that person; and

(b) the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate. R.S.O. 1990, c. L.25, s. 2 (2).

Deemed holding body corporate

(3) For the purposes of this Act, a body corporate shall be deemed to be the holding body corporate of all of its subsidiaries. R.S.O. 1990, c. L.25, s. 2 (3).

Deemed subsidiaries

(4) For the purposes of this Act, a body corporate shall be deemed to be a subsidiary of another body corporate if,

(a) it is controlled by,

(i) that other,

(ii) that other and one or more bodies corporate each of which is controlled by that other, or

(iii) two or more bodies corporate each of which is controlled by that other; or

(b) it is a subsidiary within the meaning of clause (a) of a body corporate that is that other’s subsidiary. R.S.O. 1990, c. L.25, s. 2 (4).

Beneficial ownership of securities

(5) For the purposes of this Act, a person shall be deemed to own beneficially securities that are beneficially owned by a body corporate controlled by the person. R.S.O. 1990, c. L.25, s. 2 (5).

“Downstream” investments

(6) For the purposes of this Act, where a person owns beneficially, directly or indirectly, shares of a body corporate, the person shall be deemed to own beneficially that proportion of shares of every other body corporate that is owned beneficially, directly or indirectly, by the first-mentioned body corporate, that is equal to the proportion of shares of the first-mentioned body corporate that is owned beneficially, directly or indirectly, by the person. R.S.O. 1990, c. L.25, s. 2 (6).

Choice of rule

(7) Where subsections (5) and (6) may apply to a person, only the subsection under which the person is deemed to own beneficially the most securities applies to the person. R.S.O. 1990, c. L.25, s. 2 (7).

Exclusion

(8) Securities owned by a corporation shall not be considered in determining a person’s deemed beneficial ownership of securities under subsection (5) or (6). R.S.O. 1990, c. L.25, s. 2 (8).

Offering securities to public

(9) For the purposes of this Act, a body corporate is offering its securities to the public only where,

(a) in respect of any of its securities, a prospectus, statement of material facts or securities exchange take-over bid or issuer bid circular has been filed under the Securities Act or any predecessor thereof or a prospectus has been filed under The Corporations Information Act, being chapter 72 of the Revised Statutes of Ontario, 1960, or any predecessor thereof, so long as any of such securities are outstanding or any securities into which such securities are converted are outstanding; or

(b) any of its securities have been at any time since the 1st day of May, 1967, listed and posted for trading on any stock exchange in Ontario recognized by the Ontario Securities Commission regardless of when such listing and posting for trading commenced,

except that where, upon the application of a body corporate that has fewer than fifteen security holders, the Ontario Securities Commission is satisfied that to do so would not be prejudicial to the public interest, the Commission may order, subject to such terms and conditions as it may impose, that the body corporate shall be deemed to have ceased to be offering its securities to the public. R.S.O. 1990, c. L.25, s. 2 (9).

Related persons

(10) For the purposes of sections 62 to 69, a person shall be deemed to be related to,

(a) every company or corporation of which the person beneficially owns, directly or indirectly, voting shares carrying more than 50 per cent of the voting rights attached to all voting securities of the company or corporation for the time being outstanding;

(b) every partner of the person;

(c) every trust or estate in which the person has a substantial beneficial interest or as to which the person serves as trustee or in a similar capacity;

(d) the spouse and every child of the person;

(e) every relative of the person or of his or her spouse who has the same home as the person. R.S.O. 1990, c. L.25, s. 2 (10); 1999, c. 6, s. 34 (3); 2005, c. 5, s. 38 (5).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 2 is repealed by the Statutes of Ontario, 2001, chapter 8, section 53. See: 2001, c. 8, ss. 53, 183 (2).

Application of Act

3. (1) This Act applies to all corporations unless specifically limited to provincial corporations. R.S.O. 1990, c. L.25, s. 3 (1).

Idem

(2) Where there is a conflict between a provision of the instrument of incorporation of a provincial corporation or of any special Act of Ontario in relation to any corporation and a provision of this Act or the regulations, the provision of this Act or the regulations, as the case may be, prevails. R.S.O. 1990, c. L.25, s. 3 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 3 is repealed by the Statutes of Ontario, 2001, chapter 8, section 54 and the following substituted:

Application of Act

3. This Act applies to all corporations. 2001, c. 8, s. 54.

See: 2001, c. 8, ss. 54, 183 (2).

Non-application of Act

4. This Act does not apply to a body corporate that is authorized, constituted or operated for the purpose of lending money on the security of real estate or for the purpose of investing money in mortgages, where the body corporate borrows only by way of,

(a) loans from banks, corporations, insurance companies or credit unions or caisses populaires incorporated or registered under the Credit Unions and Caisses Populaires Act; or

(b) the issue of debentures, notes or like obligations of an amount not less than $100,000 each to any one person on the person’s account, whereby the body corporate is not obligated or cannot by demand of the holder be obligated to repay the money secured by the debenture, note or obligation within five years from the date of its issue. R.S.O. 1990, c. L.25, s. 4.

PART II
INCORPORATION AND INSTRUMENT
OF INCORPORATION

5. Repealed: 2001, c. 8, s. 55.

6. Repealed: 2001, c. 8, s. 56.

7. Repealed: 2001, c. 8, s. 57.

Contents of letters patent

8. The letters patent of a loan corporation shall set out,

(a) the name of the corporation;

(b) the municipality or geographic township in Ontario where the principal place of business is to be located;

(c) the classes and any maximum number of shares that the corporation is authorized to issue and the rights, privileges, restrictions and conditions attaching to each class of shares; and

(d) the full name, address of residence, citizenship and occupation of,

(i) each of the first directors of the corporation,

(ii) every person who subscribed for 10 per cent or more of any class of shares of the corporation, and

(iii) each of the applicants. R.S.O. 1990, c. L.25, s. 8.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 8 is repealed by the Statutes of Ontario, 2001, chapter 8, section 58. See: 2001, c. 8, ss. 58, 183 (2).

Day of incorporation

9. A provincial loan corporation comes into existence on the day set out in its letters patent. R.S.O. 1990, c. L.25, s. 9.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 9 is repealed by the Statutes of Ontario, 2001, chapter 8, section 58. See: 2001, c. 8, ss. 58, 183 (2).

Supplementary letters patent

10. (1) On the application of a provincial corporation, the Lieutenant Governor in Council may issue supplementary letters patent to amend the instrument of incorporation of the corporation,

(a) to change its name;

(b) in the case of a provincial loan corporation, to continue it as a trust corporation;

(c) in the case of a provincial trust corporation, to continue it as a loan corporation; or

(d) to change the municipality or geographic township in which the principal place of business of the corporation is located. R.S.O. 1990, c. L.25, s. 10 (1).

Idem

(2) On the application of the corporations involved, the Lieutenant Governor in Council may issue letters patent to amalgamate the corporations and continue them as one provincial corporation. R.S.O. 1990, c. L.25, s. 10 (2).

Idem

(3) On the application of any provincial corporation, the Lieutenant Governor in Council may issue supplementary letters patent to amend the instrument of incorporation of the corporation to,

(a) add, change or remove any maximum number of shares that the corporation is authorized to issue;

(b) create new classes of shares;

(c) change the designation of all or any of its shares, and add, change or remove any rights, privileges, restrictions and conditions, including rights to accrued dividends, in respect of all or any of its shares, whether issued or unissued;

(d) change the shares of any class or series, whether issued or unissued, into a different number of shares of the same class or series or into the same or a different number of shares of other classes or series;

(e) divide a class of shares, whether issued or unissued, into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions thereof;

(f) authorize the directors to divide any class of unissued shares into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions thereof;

(g) authorize the directors to change the rights, privileges, restrictions and conditions attached to unissued shares of any series; and

(h) revoke, diminish or enlarge any authority conferred under clauses (f) and (g). R.S.O. 1990, c. L.25, s. 10 (3).

Special resolution

(4) No application shall be made under subsection (1) or (3) unless it has been authorized by a special resolution of the provincial corporation. R.S.O. 1990, c. L.25, s. 10 (4).

Application

(5) An application for the issue of supplementary letters patent shall follow the form approved by the Superintendent and shall be filed with the Superintendent together with such information, material and evidence as the form may specify and, in the case of an application under clause (1) (b), evidence that,

(a) the stated capital account or accounts of the corporation is or are equal to or exceed $5,000,000 and the capital base of the corporation equals or exceeds $10,000,000; or

(b) one or more responsible applicants has subscribed in good faith for shares of the corporation so that, when issued and added to the stated capital account or accounts, the stated capital account or accounts will equal or exceed $10,000,000 and the capital base will equal or exceed $10,000,000. R.S.O. 1990, c. L.25, s. 10 (5); 1997, c. 19, s. 13 (2); 1999, c. 12, Sched. I, s. 5 (3).

Idem

(6) An application for the issue of supplementary letters patent under clause (1) (b) or (c) shall be accompanied by an application for registration as a trust corporation or loan corporation, as the case may be. R.S.O. 1990, c. L.25, s. 10 (6).

Notice, additional information

(7) The Superintendent, upon the filing of an application for supplementary letters patent,

(a) may require notice of the application, containing such information as the Superintendent may require, to be published by the applicant in The Ontario Gazette, and in a newspaper having general circulation in the locality where the principal place of business in Ontario of the corporation is located; and

(b) may require the applicant to provide such information, material and evidence as the Superintendent may consider necessary, in addition to the information, material and evidence required to be provided in or with the application. R.S.O. 1990, c. L.25, s. 10 (7).

Rejection of application

(8) Supplementary letters patent shall not be issued,

(a) to continue a provincial loan corporation as a provincial trust corporation unless it is shown to the satisfaction of the Lieutenant Governor in Council that,

(i) there exists a public benefit and advantage for continuing the corporation as a trust corporation,

(ii) the management of the applicant is fit, both as to character and as to competence, to manage a trust corporation,

(iii) each person subscribing for 10 per cent or more of any class of shares of the corporation or who holds, or upon the issue of the supplementary letters patent will hold, 10 per cent or more of any class of its shares can demonstrate the adequacy of their financial resources and is fit as to character to own 10 per cent or more of such class of shares,

(iv) each director of the applicant is fit, both as to character and as to competence, to be a director of a trust corporation,

(v) the proposed plan of operations as a trust corporation is feasible, and

(vi) the corporation intends to offer to the public, initially or within a reasonable time after incorporation, the services set out in the application for supplementary letters patent;

(b) to continue a provincial trust corporation as a provincial loan corporation unless it is shown to the satisfaction of the Lieutenant Governor in Council that arrangements have been made to transfer to another registered trust corporation the business in relation to which the provincial trust corporation acted as a fiduciary and such arrangements are adequate to protect the persons in relation to which the provincial trust corporation acted in a fiduciary capacity;

(c) to change the municipality or geographic township in which the principal place of business of a provincial corporation is located unless it is shown to the satisfaction of the Lieutenant Governor in Council that the proposed plan of operations in the new location is feasible. R.S.O. 1990, c. L.25, s. 10 (8).

Deposits

(9) Clause (8) (b) does not apply so as to require a trust corporation that has applied to be continued as a loan corporation to transfer money received by it as deposits. R.S.O. 1990, c. L.25, s. 10 (9).

Idem

(10) Where supplementary letters patent have been issued to continue a loan corporation as a trust corporation,

(a) deposits received by the loan corporation under clause 155 (1) (a) shall be deemed to be deposits received under clause 155 (2) (a); and

(b) deposits received by the loan corporation under clause 155 (1) (b) shall be deemed to be deposits received under clause 155 (2) (b). R.S.O. 1990, c. L.25, s. 10 (10).

Idem

(11) Where supplementary letters patent have been issued to continue a trust corporation as a loan corporation,

(a) deposits received by the trust corporation under clause 155 (2) (a) shall be deemed to be deposits received under clause 155 (1) (a); and

(b) deposits received by the trust corporation under clause 155 (2) (b) shall be deemed to be deposits received under clause 155 (1) (b). R.S.O. 1990, c. L.25, s. 10 (11).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 10 is repealed by the Statutes of Ontario, 2001, chapter 8, section 59. See: 2001, c. 8, ss. 59, 183 (2).

Names

11. (1) Subject to subsection (2), letters patent or supplementary letters patent shall not be issued to a corporation that has a name,

(a) that contains a word or expression prohibited by this Act or the regulations or does not contain a word or expression required by this Act or the regulations or that in any other manner does not comply with this Act or the regulations;

(b) that is the same or similar to,

(i) the name of a known,

(A) body corporate,

(B) trust,

(C) association,

(D) partnership,

(E) sole proprietorship, or

(F) individual,

whether in existence or not, or

(ii) the known name under which any body corporate, trust, association, partnership, sole proprietorship or individual carries on business or identifies itself,

if the use of that name would be likely to deceive; or

(c) that in the case of a trust corporation does not include,

(i) “trust” or “fiducie” together with a designation such as “corporation”, “company”, “compagnie”, “limited”, “limitée” or “société”, or

(ii) “trustco”. R.S.O. 1990, c. L.25, s. 11 (1).

Idem

(2) Despite clause (1) (b), a corporation may have a name described in subclause (1) (b) (i) or (ii) upon complying with such conditions as may be prescribed. R.S.O. 1990, c. L.25, s. 11 (2).

Bilingual names

(3) Subject to this Act and the regulations, a corporation may have a name in an English form, a French form, an English form and a French form or a combined English and French form and it may be legally designated by any such name. R.S.O. 1990, c. L.25, s. 11 (3).

Change of name if objectionable

(4) Where, through inadvertence or otherwise, a provincial corporation has obtained a name contrary to this section, the Lieutenant Governor in Council, on the recommendation of the Superintendent, may issue supplementary letters patent changing the name of the corporation to a name specified in the supplementary letters patent. R.S.O. 1990, c. L.25, s. 11 (4).

Hearing

(5) Before making a recommendation under subsection (4), the Superintendent shall give the corporation an opportunity to be heard by him or her. R.S.O. 1990, c. L.25, s. 11 (5).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 11 is repealed by the Statutes of Ontario, 2001, chapter 8, section 60. See: 2001, c. 8, ss. 60, 183 (2).

Decision is final

12. (1) The decision of the Lieutenant Governor in Council to approve or reject an application for letters patent or supplementary letters patent, for an order of revival or for consent under section 145 is final and not subject to appeal, but nothing in this subsection prevents an applicant from making a new application. R.S.O. 1990, c. L.25, s. 12 (1).

Notice

(2) Where the Lieutenant Governor in Council approves or rejects an application for letters patent or supplementary letters patent, for an order of revival or for consent under section 145, the Superintendent shall forthwith notify the applicant in writing. R.S.O. 1990, c. L.25, s. 12 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 12 is repealed by the Statutes of Ontario, 2001, chapter 8, section 60. See: 2001, c. 8, ss. 60, 183 (2).

Powers of corporation

13. Subject to this Act and any terms, conditions and restrictions imposed on its registration, a provincial corporation,

(a) has the capacity and the rights, powers and privileges of a natural person; and

(b) has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Ontario to the extent that the laws of such jurisdiction permit. R.S.O. 1990, c. L.25, s. 13.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 13 is repealed by the Statutes of Ontario, 2001, chapter 8, section 60. See: 2001, c. 8, ss. 60, 183 (2).

PART III
WINDING UP, DISSOLUTION AND MERGER

Winding up

14. Except where Part VI of the Corporations Act is inconsistent with this Act, that Part applies to the winding up of a provincial corporation, substituting the word “Superintendent” for the word “Minister”. R.S.O. 1990, c. L.25, s. 14.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 14 is repealed by the Statutes of Ontario, 2001, chapter 8, section 61. See: 2001, c. 8, ss. 61, 183 (2).

Cancellation for non-use

15. (1) Where a provincial corporation fails to go into operation within two years after the date of incorporation or having done so it ceases operation for a period of two consecutive years, the Lieutenant Governor in Council, on the recommendation of the Superintendent and upon such terms and conditions as the Lieutenant Governor in Council considers appropriate, may order the cancellation of the instrument of incorporation of the corporation and it is dissolved on the date fixed in the order. R.S.O. 1990, c. L.25, s. 15 (1).

Hearing

(2) Before making a recommendation under subsection (1), the Superintendent shall give the corporation an opportunity to be heard by him or her. R.S.O. 1990, c. L.25, s. 15 (2).

Revival

(3) Where a provincial corporation has been dissolved under subsection (1), the Lieutenant Governor in Council may revive the corporation by order, upon the application therefor of any interested person. R.S.O. 1990, c. L.25, s. 15 (3).

Issue

(4) Upon the date set out in an order under subsection (3), the corporation, subject to such terms and conditions as may be set out in the order, is revived and, subject to any rights acquired by any person after the dissolution, the corporation is restored to its legal position, including all its property, rights and privileges and franchises, and is subject to all its liabilities, contracts, disabilities and debts, as of the date of its dissolution, in the same manner and to the same extent as if it had not been dissolved. R.S.O. 1990, c. L.25, s. 15 (4).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 15 is repealed by the Statutes of Ontario, 2001, chapter 8, section 61. See: 2001, c. 8, ss. 61, 183 (2).

Actions after dissolution

16. (1) Despite the dissolution of a provincial corporation under section 15,

(a) every proceeding commenced in or before any court or tribunal by or against the corporation, its officers or directors before its dissolution may be continued as if the corporation had not been dissolved;

(b) a proceeding may be brought in or before any court or tribunal against the corporation, its officers or directors within five years after its dissolution as if the corporation had not been dissolved; and

(c) all real or personal property that would have been available to satisfy any judgment or order if the corporation had not been dissolved remains available for such purpose. R.S.O. 1990, c. L.25, s. 16 (1).

Service after dissolution

(2) For the purposes of this section, the service of any process on a provincial corporation after its dissolution shall be deemed to be sufficiently made if it is made upon any person last shown on the public file referred to in section 139 as being a director or officer of the corporation before the dissolution. R.S.O. 1990, c. L.25, s. 16 (2).

Same

(3) If a proceeding is brought against a provincial trust corporation after its dissolution, a true copy of the originating notice shall be served on the Public Guardian and Trustee, together with any supporting material, in the same way that service is effected on a party to the proceeding. 1997, c. 23, s. 9.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 16 is repealed by the Statutes of Ontario, 2001, chapter 8, section 62. See: 2001, c. 8, ss. 62, 183 (2).

Liability of shareholders to creditors

17. (1) Despite the dissolution of a provincial corporation under section 15, each shareholder to whom any of its property has been distributed is liable to any person claiming under section 16 to the extent of the amount received by that shareholder upon the distribution, and a proceeding to enforce such liability may be commenced within five years after the date of the dissolution of the corporation. R.S.O. 1990, c. L.25, s. 17 (1).

Idem

(2) The court hearing an action referred to in subsection (1) may order the action to be brought against the persons who were shareholders as a class, subject to such conditions as the court thinks fit and, if the plaintiff establishes a claim, the court may refer the proceeding to a referee or other officer of the court. R.S.O. 1990, c. L.25, s. 17 (2).

Idem

(3) Where a reference is made under subsection (2), the referee or other officer may,

(a) add as a party to the proceeding before him or her each person who was a shareholder found by the plaintiff;

(b) determine, subject to subsection (1), the amount that each person who was a shareholder shall contribute towards satisfaction of the plaintiff’s claim; and

(c) direct payment of the amounts so determined. R.S.O. 1990, c. L.25, s. 17 (3).

Definition

(4) In this section,

“shareholder” includes the heirs and personal representatives of a shareholder. R.S.O. 1990, c. L.25, s. 17 (4).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 17 is repealed by the Statutes of Ontario, 2001, chapter 8, section 63. See: 2001, c. 8, ss. 63, 183 (2).

Forfeiture of undisposed property

18. (1) All property of a provincial corporation that has not been disposed of at the date of its dissolution whether under this or any other Act is forfeit to the Crown. R.S.O. 1990, c. L.25, s. 18 (1).

Trust property

(2) All property that immediately before the dissolution of a provincial trust corporation was being held in trust by it shall be delivered forthwith by the persons who were its officers and directors before its dissolution to the Public Trustee. R.S.O. 1990, c. L.25, s. 18 (2).

Idem

(3) Where property is not delivered as required by subsection (2), the Public Trustee may do such things as may be necessary to obtain the property. R.S.O. 1990, c. L.25, s. 18 (3).

Idem

(4) All property received by the Public Trustee under subsections (2) and (3) shall be held in trust by the Public Trustee for the beneficiaries of the trusts. R.S.O. 1990, c. L.25, s. 18 (4).

Property available to satisfy order of court or tribunal

(5) Where an order is made in a proceeding referred to in section 16 and the order affects property forfeited to the Crown under subsection (1), the property shall be available to satisfy the order. R.S.O. 1990, c. L.25, s. 18 (5).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 18 is repealed by the Statutes of Ontario, 2001, chapter 8, section 63. See: 2001, c. 8, ss. 63, 183 (2).

Amalgamation

19. (1) Two or more corporations, of which at least one is a provincial corporation, may amalgamate and continue as one provincial corporation or as one extra-provincial corporation. R.S.O. 1990, c. L.25, s. 19 (1).

Asset sale

(2) A provincial corporation may sell all or substantially all of its assets to a corporation incorporated in Canada if the purchasing corporation assumes all or substantially all of the liabilities of the provincial corporation. R.S.O. 1990, c. L.25, s. 19 (2).

Asset purchase

(3) A provincial corporation may purchase all or substantially all of the assets of a corporation incorporated in Canada if the provincial corporation assumes all or substantially all of the liabilities of the vendor corporation. R.S.O. 1990, c. L.25, s. 19 (3).

Compulsory acquisitions

(4) Part XV of the Business Corporations Act applies with necessary modifications with respect to every provincial corporation as if it were incorporated under that Act. R.S.O. 1990, c. L.25, s. 19 (4).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 19 is repealed by the Statutes of Ontario, 2001, chapter 8, section 64. See: 2001, c. 8, ss. 64, 183 (2).

Mandatory agreement

20. (1) Where corporations propose to amalgamate or purchase or sell assets under section 19, each such corporation shall enter into an agreement setting out the terms and means of effecting the amalgamation or purchase and sale. R.S.O. 1990, c. L.25, s. 20 (1).

When agreement effective

(2) An agreement for the amalgamation of corporations or the purchase or sale of all or substantially all of the assets of a corporation does not take effect until all approvals required by this Part have been given. R.S.O. 1990, c. L.25, s. 20 (2).

Contents of agreement, amalgamation

(3) Where corporations propose to amalgamate the agreement referred to in subsection (1) shall set out,

(a) the proposed name of the amalgamated corporation;

(b) the municipality or geographic township in Ontario and the address, including street name and number, if any, where the principal place of business of the amalgamated corporation is to be located;

(c) the classes of shares that the amalgamated corporation may issue and the rights and privileges, restrictions and conditions attaching to each class of share;

(d) the full name, address of residence, citizenship and occupation,

(i) of each of the first directors of the amalgamated corporation,

(ii) of every person who will hold immediately upon the amalgamation 10 per cent or more of any class of the shares of the amalgamated corporation;

(e) the manner of converting the shares of the amalgamating corporations into shares of the amalgamated corporation or of exchanging shares of the amalgamating corporations for shares of the amalgamated corporation;

(f) such other details as may be necessary to complete the amalgamation and to provide for the management and operation of the amalgamated corporation; and

(g) the proposed effective date of the amalgamation. R.S.O. 1990, c. L.25, s. 20 (3).

Idem

(4) Where one of the amalgamating corporations owns shares of another of the amalgamating corporations, other than in a fiduciary capacity, the agreement shall provide for the cancellation of such shares upon the amalgamation becoming effective without any repayment of capital in respect thereof, and no provision shall be made in the agreement for the conversion of such shares into shares or other securities of the amalgamated corporation. R.S.O. 1990, c. L.25, s. 20 (4).

Submission of agreement

(5) An agreement to amalgamate corporations or to purchase or sell all or substantially all of the assets of a corporation to another corporation shall be submitted to the shareholders of each corporation holding voting shares for their approval at a meeting thereof to be held separately for the purpose of taking the agreement into consideration. R.S.O. 1990, c. L.25, s. 20 (5).

Submission of offer

(6) Where an offer has been made to a corporation with respect to the purchase of all or substantially all of its assets and no agreement is reached, the offer, at the request of the corporation making the offer, shall be submitted to the shareholders of each corporation for their approval at a meeting thereof to be held separately for the purpose of taking the offer into consideration. R.S.O. 1990, c. L.25, s. 20 (6).

Notice of meeting

(7) Each corporation required by subsection (5) or (6) to hold a meeting shall deliver notice of the meeting and a copy of the agreement or offer to the Superintendent at least twenty-one days before the meeting. R.S.O. 1990, c. L.25, s. 20 (7).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 20 is repealed by the Statutes of Ontario, 2001, chapter 8, section 64. See: 2001, c. 8, ss. 64, 183 (2).

Proceedings to approve agreement

21. At each of the meetings required by subsection 20 (5) or (6), the agreement or offer shall be considered, and if at each meeting the holders of at least 50 per cent of the issued voting shares of the corporation are present in person or represented by proxy and the agreement or offer is approved by resolution carried by the affirmative vote of the holders of at least three-fourths of the shares represented at such meeting, that fact shall be certified upon the agreement or offer by the secretary of each corporation. R.S.O. 1990, c. L.25, s. 21.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 21 is repealed by the Statutes of Ontario, 2001, chapter 8, section 64. See: 2001, c. 8, ss. 64, 183 (2).

Dispensing with approval

22. (1) The Lieutenant Governor in Council, in the case of a proposed purchase of assets, may dispense with the approval of the agreement or offer by the shareholders of the purchasing corporation if the Lieutenant Governor in Council is satisfied that the shareholders, entitled to vote thereon, have approved a general resolution or by-law authorizing the purchase of the assets of any corporation upon the basis and within the limits specified in such agreement or offer. R.S.O. 1990, c. L.25, s. 22 (1).

When offer becomes agreement

(2) An offer to which subsection 20 (6) applies shall be deemed for all purposes to be an agreement when it has been certified by the secretary of the vendor corporation under section 21 and either it has been certified by the secretary of the purchasing corporation as required by that section or the approval of the offer by the shareholders of the purchasing corporation has been dispensed with under subsection (1). R.S.O. 1990, c. L.25, s. 22 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 22 is repealed by the Statutes of Ontario, 2001, chapter 8, section 64. See: 2001, c. 8, ss. 64, 183 (2).

Submission to Lieutenant Governor in Council

23. (1) If the agreement is approved and certified in accordance with section 21 by each of the corporations or, in the case provided for in section 22, by the shareholders of the vendor corporation, the agreement, with the certificates or certificate thereon, shall be filed with the Superintendent and the Superintendent shall submit the agreement to the Lieutenant Governor in Council for approval. R.S.O. 1990, c. L.25, s. 23 (1).

Idem

(2) In the case of an amalgamation, an agreement filed under subsection (1) shall be accompanied by an application for initial registration under subsection 31 (1) for the amalgamated corporation and, if the amalgamated corporation will be a provincial corporation, by an application for supplementary letters patent. R.S.O. 1990, c. L.25, s. 23 (2).

Notice, information

(3) The Superintendent, upon the filing of an agreement and before submitting the agreement to the Lieutenant Governor in Council,

(a) shall require notice of the agreement, containing such information as the Superintendent may require, to be published by the parties to the agreement in The Ontario Gazette, and in a newspaper having general circulation in the locality where the principal place of business of each corporation is located and in the case of an amalgamation, in the locality where the principal place of business of the amalgamated corporation is to be located; and

(b) may require the parties to the agreement to provide such information, material and evidence as the Superintendent may consider necessary, in addition to the information, material and evidence required to be provided under any other provision of this Act. R.S.O. 1990, c. L.25, s. 23 (3).

Refusal of approval

(4) The Lieutenant Governor in Council shall refuse approval of the agreement unless it is shown to the satisfaction of the Lieutenant Governor in Council that,

(a) in the case of an amalgamation,

(i) there exists a public benefit and advantage for the amalgamation of the corporations,

(ii) the proposed management is fit, both as to character and as to competence, to manage the amalgamated corporation,

(iii) each person who will be a holder of 10 per cent or more of any class of shares of the amalgamated corporation immediately after the amalgamation can demonstrate the adequacy of their financial resources and is fit as to character to own 10 per cent or more of such class of shares,

(iv) each proposed first director is fit as to character and as to competence to be a director of the amalgamated corporation,

(v) the proposed plan of operations for the amalgamated corporation is feasible, and

(vi) the amalgamated corporation intends to offer to the public, initially or within a reasonable time after the amalgamation, the services set out in the amalgamation agreement;

(b) in the case of a purchase and sale of assets,

(i) there exists a public benefit and advantage if the purchase and sale is completed,

(ii) the proposed plan of operations for the purchasing corporation upon the closing of the purchase agreement is feasible;

(c) in the case where one of the parties to the agreement is a trust corporation and the amalgamated or purchasing corporation is a loan corporation, the arrangements referred to in subsection 29 (2) are adequate to protect the persons in relation to which the trust corporation, before the approval of the agreement, is acting in a fiduciary capacity; and

(d) where the amalgamated corporation is a loan corporation, the amalgamated corporation immediately after the amalgamation will have a capital base of at least $5,000,000 or, where the amalgamated corporation is a trust corporation, the amalgamated corporation immediately after the amalgamation will have a capital base of at least $10,000,000. R.S.O. 1990, c. L.25, s. 23 (4).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 23 is repealed by the Statutes of Ontario, 2001, chapter 8, section 64. See: 2001, c. 8, ss. 64, 183 (2).

Certificate of Superintendent

Definition

24. (1) In this section,

“Superintendent’s certificate” means a certificate issued under subsection (2). R.S.O. 1990, c. L.25, s. 24 (1).

Superintendent’s certificate

(2) Where the Lieutenant Governor in Council approves an agreement submitted under subsection 23 (1), the Superintendent shall issue a certificate certifying,

(a) that the approval of the Lieutenant Governor in Council has been given and the date of the approval;

(b) in the case of a purchase or sale of assets, the name of each corporation that is a party to the transaction and whether the party is a vendor or a purchaser;

(c) in the case of an amalgamation, the names of the corporations that are amalgamating, the name of the amalgamated corporation and the date upon which the amalgamation takes effect; and

(d) such other matters, if any, as in the opinion of the Lieutenant Governor in Council are necessary or desirable in the public interest. R.S.O. 1990, c. L.25, s. 24 (2).

Effect as evidence

(3) A Superintendent’s certificate is proof, in the absence of evidence to the contrary, of all matters set out therein. R.S.O. 1990, c. L.25, s. 24 (3).

Notice

(4) Notice of the issue of a Superintendent’s certificate shall be published in The Ontario Gazette by the Superintendent. R.S.O. 1990, c. L.25, s. 24 (4).

Certificate of Superintendent

(5) Any document signed by or purportedly signed by the Superintendent, certifying the document to be or to contain a true copy of the Superintendent’s certificate or of any instrument referred to in the certificate, may be registered in any land registry office upon it being tendered for registration accompanied by the proper fee, if any. R.S.O. 1990, c. L.25, s. 24 (5).

Registration

(6) It is sufficient in order to show the vesting of land or interests in land in the continuing corporation to register a certified copy of the Superintendent’s certificate in each land registry office in which instruments affecting land or interests in land, included or intended to be included in the amalgamation or purchase and sale, are registered. R.S.O. 1990, c. L.25, s. 24 (6).

Security interest

(7) For the purposes of the Personal Property Security Act, it is sufficient, in order to show the vesting in the continuing corporation of any interest in personal property that constitutes a security interest within the meaning of that Act and for which one of the amalgamating corporations is shown as a secured party in any financing statement registered under that Act, for a financing change statement to be registered in respect of the vesting as if the interest had been assigned. R.S.O. 1990, c. L.25, s. 24 (7).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 24 is repealed by the Statutes of Ontario, 2001, chapter 8, section 64. See: 2001, c. 8, ss. 64, 183 (2).

Assets of vendor corporation vest in purchasing corporation

25. (1) In the case of a purchase of all or substantially all of the assets of a corporation that has been approved by the Lieutenant Governor in Council, the assets purchased from the vendor corporation become vested in the purchasing corporation on and from the date of the approval without any further conveyance, and the purchasing corporation thereupon becomes and is responsible for the liabilities of the vendor corporation assumed under the agreement. R.S.O. 1990, c. L.25, s. 25 (1).

Disposal of assets by purchasing corporation

(2) In dealing with the assets of the vendor corporation, it is sufficient for the purchasing corporation to recite the agreement, the approval of the Lieutenant Governor in Council thereto and the date of approval. R.S.O. 1990, c. L.25, s. 25 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 25 is repealed by the Statutes of Ontario, 2001, chapter 8, section 64. See: 2001, c. 8, ss. 64, 183 (2).

Rights of creditors

26. (1) A sale of the assets of a corporation does not affect the rights of any creditor of the vendor corporation. R.S.O. 1990, c. L.25, s. 26 (1).

Privity of contract between purchasing corporation and creditors of vendor corporation

(2) An agreement made or purporting to be made under this Act to purchase all or substantially all of the assets of a corporation shall be deemed to contain, in relation to the liabilities assumed under the agreement, an agreement with each creditor of the vendor corporation that the purchasing corporation will pay to the creditor the amount of the vendor corporation’s liability to the creditor at such time and place as the amount that would have been payable had the agreement to purchase not been made. R.S.O. 1990, c. L.25, s. 26 (2).

Dissolution of vendor corporation

(3) The vendor corporation is dissolved from the date of the approval by the Lieutenant Governor in Council of the agreement to sell all or substantially all of its assets, except so far as is necessary to give full effect to the agreement or unless the Lieutenant Governor in Council orders otherwise. R.S.O. 1990, c. L.25, s. 26 (3).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 26 is repealed by the Statutes of Ontario, 2001, chapter 8, section 64. See: 2001, c. 8, ss. 64, 183 (2).

Amalgamation

27. (1) In the case of an amalgamation,

(a) if the amalgamated corporation is a provincial corporation, the parties to the amalgamation, from the date set out in the letters patent of amalgamation, shall continue as one provincial corporation under the name stated in the letters patent;

(b) if the amalgamated corporation is an extra-provincial corporation, every provincial corporation that is a party to the agreement is, from the effective date of the amalgamation under the laws of the jurisdiction under which the continuing corporation is incorporated, amalgamated with the other parties to the agreement and it shall continue with them as one corporation;

(c) the amalgamated corporation possesses all the property, rights, privileges and franchises and is subject to all liabilities, including civil, criminal and quasi-criminal liabilities, and all contracts, disabilities and debts of each of the amalgamating corporations;

(d) a conviction against, or ruling, order or judgment in favour of or against an amalgamating corporation may be enforced by or against the amalgamated corporation;

(e) the letters patent of amalgamation are deemed to be the instrument of incorporation of the amalgamated corporation; and

(f) the amalgamated corporation shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil proceeding commenced by or against an amalgamating corporation before the amalgamation has become effective. R.S.O. 1990, c. L.25, s. 27 (1).

Continuation in another jurisdiction

(2) Where the amalgamating corporations are to continue as one extra-provincial corporation and one or more, but not all, parties to the amalgamation agreement are provincial corporations, the parties to the amalgamation agreement may apply to the proper officer of the jurisdiction specified in the amalgamation agreement for an instrument amalgamating and continuing them as one corporation under the laws of that jurisdiction and, incidental to the application, every provincial corporation that is a party to the agreement may apply to the proper officer of that jurisdiction for an instrument continuing it as if it had been incorporated under the laws of that jurisdiction. R.S.O. 1990, c. L.25, s. 27 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 27 is repealed by the Statutes of Ontario, 2001, chapter 8, section 64. See: 2001, c. 8, ss. 64, 183 (2).

Acquisition of assets or amalgamation by purchase of shares

28. (1) In addition to its powers under section 19, for the purpose of either acquiring the assets of any other corporation in Canada or amalgamating with any such corporation under this Part, a corporation may purchase not less than 67 per cent of the outstanding shares of any such corporation, subject to the following:

1. No such purchase shall be made except with the prior approval of the Lieutenant Governor in Council.

2. The Lieutenant Governor in Council shall deny approval unless it is shown to the satisfaction of the Lieutenant Governor in Council that,

i. there exists a public benefit and advantage for the purchase,

ii. the management of the purchasing corporation is fit both as to character and as to competence, to manage the corporation as it will exist after it completes the purchase of the assets or the amalgamation,

iii. each person who holds 10 per cent or more of any class of shares of the purchasing corporation can demonstrate the adequacy of their financial resources and is fit as to character to own 10 per cent or more of such class of shares,

iv. each director is fit as to character and as to competence to be a director of the corporation as it will exist after it completes the purchase of the assets or the amalgamation, and

v. the proposed plan of operations for the corporation as it will exist after it completes the purchase of the assets or the amalgamation is feasible.

3. The Lieutenant Governor in Council may approve the purchase where,

i. an offer to purchase shares has been accepted,

A. in writing by the holders of at least 67 per cent of the outstanding voting shares of such other corporation, or

B. by resolution or resolutions carried by the affirmative vote of the holders of at least 67 per cent of the outstanding voting shares of each class of such corporation at a general meeting of the shareholders thereof, and

ii. the offer to purchase has been submitted to a general meeting of the shareholders of the purchasing corporation at which the holders of at least 50 per cent of the issued voting shares of the corporation are present in person or represented by proxy and the purchase is approved by resolution carried by the affirmative vote of the holders of at least three-fourths of the shares represented at such meeting.

4. A corporation may purchase shares under this section despite any other provision of this Act so long as this section is satisfied.

5. Where a corporation has purchased shares under this section, it shall within a period of two years after the purchase has been approved by the Lieutenant Governor in Council proceed under this Part either to acquire the assets and assume the duties, obligations and liabilities of the other corporation or amalgamate with the other corporation, but the Lieutenant Governor in Council, on being satisfied that the circumstances so warrant, may extend such period from time to time.

6. After the expiration of the period referred to in paragraph 5 and every extension thereof, the Superintendent may direct the corporation to dispose of the shares. R.S.O. 1990, c. L.25, s. 28 (1).

Consideration for shares

(2) The consideration for the shares acquired under this section may be cash or securities of the purchasing corporation or may be partly cash and partly securities of the purchasing corporation or may be such other consideration as may be agreed upon. R.S.O. 1990, c. L.25, s. 28 (2).

No power to purchase own shares

(3) Nothing in this section shall be construed as authorizing a corporation to purchase or acquire its own shares. R.S.O. 1990, c. L.25, s. 28 (3).

Application

(4) A corporation purchasing shares under this section shall file an application for the approval required by subsection (1) with the Superintendent. R.S.O. 1990, c. L.25, s. 28 (4).

Notice, information

(5) The Superintendent, upon the filing of an application for the approval required by subsection (1),

(a) shall require notice of the purchase, containing such information as the Superintendent may require, to be published by the applicant in The Ontario Gazette, and in a newspaper having general circulation in the locality where the principal place of business of each corporation is located and, in the case of an amalgamation, in the locality where the principal place of business in Ontario of the continuing corporation is to be located; and

(b) may require the parties to the agreement to provide such information, material and evidence as the Superintendent may consider necessary, in addition to the information, material and evidence required to be provided under any other provision of this Act. R.S.O. 1990, c. L.25, s. 28 (5).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 28 is repealed by the Statutes of Ontario, 2001, chapter 8, section 64. See: 2001, c. 8, ss. 64, 183 (2).

Transfer of business

Definition

29. (1) In this section,

“acquiring corporation” means,

(a) the amalgamated corporation resulting from the amalgamation of one or more corporations, or

(b) a corporation that purchases the assets of another corporation,

under this Part and for the purposes of subsections (5), (6) and (7) includes a corporation that is a transferee of the business in relation to which a trust corporation that is a party to an agreement of amalgamation or purchase and sale of assets acted as a fiduciary. R.S.O. 1990, c. L.25, s. 29 (1).

Transfer of estate, trust and agency business

(2) Before making the filing with the Superintendent required by subsection 23 (1), where one or more of the corporations that is a party to the amalgamation or purchase of assets is a trust corporation and the acquiring corporation is to be a loan corporation, the parties to the transaction shall make such arrangements as may be necessary to transfer to another trust corporation the business in relation to which the trust corporation acted as a fiduciary but this subsection does not apply so as to require a trust corporation to transfer to another trust corporation money received by it as deposits. R.S.O. 1990, c. L.25, s. 29 (2).

Deposits

(3) Where the acquiring corporation is,

(a) a trust corporation and one of the parties to the amalgamation or purchase of assets is a loan corporation,

(i) deposits received by the loan corporation under clause 155 (1) (a) shall be deemed to be deposits received under clause 155 (2) (a), and

(ii) deposits received by the loan corporation under clause 155 (1) (b) shall be deemed to be deposits received under clause 155 (2) (b); and

(b) a loan corporation and one of the parties to the amalgamation or purchase of assets is a trust corporation,

(i) deposits received by the trust corporation under clause 155 (2) (a) shall be deemed to be deposits received under clause 155 (1) (a), and

(ii) deposits received by the trust corporation under clause 155 (2) (b) shall be deemed to be deposits received under clause 155 (1) (b). R.S.O. 1990, c. L.25, s. 29 (3).

Trust to pass

(4) On the approval of the Lieutenant Governor in Council as provided in section 23 to the amalgamation or purchase and sale of assets,

(a) in a case to which subsection (2) applies, all trusts of every kind and description, including incomplete or inchoate trusts, and every duty assumed by or binding upon the transferor of the business in relation to which the trust corporation that was a party to the amalgamation or purchase and sale is making the transfer are vested in and bind and may be enforced against the transferee as fully and effectually as if it had been originally named as the fiduciary in the instrument; and

(b) in any other case, all trusts of every kind and description, including incomplete or inchoate trusts, and every duty assumed by or binding upon the parties to the purchase and sale, or to the amalgamation, are vested in and bind and may be enforced against the acquiring corporation as fully and effectually as if it had been originally named as the fiduciary in the instrument. R.S.O. 1990, c. L.25, s. 29 (4).

Subject-matter of trust to vest in acquiring corporation

(5) Wherever in an instrument any estate, money or other property, or any interest, possibility or right is intended at the time or times of the publishing, making or signing of the instrument to be thereafter vested in or administered or managed by or put in the charge of the vendor corporation or of any of the amalgamating corporations as fiduciary, the name of the acquiring corporation shall be deemed to be substituted for the name of the vendor or amalgamating corporation, and such instrument vests the subject-matter therein described in the acquiring corporation according to the tenor of, and at the time indicated or intended by the instrument, and the acquiring corporation shall be deemed to stand in the place and stead of the vendor or amalgamating corporation. R.S.O. 1990, c. L.25, s. 29 (5).

References in will or codicil

(6) Where the name of the vendor corporation or of any of the amalgamating corporations appears as executor, trustee, guardian, or curator in a will or codicil, such will or codicil shall be read, construed and enforced as if the acquiring corporation was so named therein, and it has, in respect of the will or codicil, the same status and rights as the vendor or amalgamating corporation. R.S.O. 1990, c. L.25, s. 29 (6).

Duties not completed

(7) In all probates, administrations, guardianships, curatorships or appointments of administrator or litigation guardian issued or made by any court in Ontario to the vendor corporation or to any of the amalgamating corporations, from which at the date of the approval of the Lieutenant Governor in Council it had not been finally discharged, the acquiring corporations shall be substituted therefor. R.S.O. 1990, c. L.25, s. 29 (7).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 29 is repealed by the Statutes of Ontario, 2001, chapter 8, section 65. See: 2001, c. 8, ss. 65, 183 (2).

Continuance under federal Act

29.1 (1) A provincial corporation may, with the approval in writing of the Superintendent, apply for letters patent continuing the provincial corporation as a company under the Trust and Loan Companies Act (Canada). 1997, c. 28, s. 150.

Conditions for approval

(2) The Superintendent shall not give an approval mentioned in subsection (1) unless the Superintendent is satisfied that a special resolution of the provincial corporation has authorized the corporation’s application for letters patent under the Trust and Loan Companies Act (Canada). 1997, c. 28, s. 150.

Withdrawing application

(3) If a special resolution authorizing the application for letters patent under subsection (1) so states, the directors of the provincial corporation may, without further approval of the shareholders, withdraw the application before it is acted on. 1997, c. 28, s. 150.

Effect of letters patent

(4) On the day specified in the letters patent issued under the Trust and Loan Companies Act (Canada) pursuant to an application of a provincial corporation under subsection (1), this Act applies to the corporation as if the corporation had been incorporated under that Act. 1997, c. 28, s. 150.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 29.1 is repealed by the Statutes of Ontario, 2001, chapter 8, section 66. See: 2001, c. 8, ss. 66, 183 (2).

PART IV
REGISTRATION

Registration

30. (1) The duty of determining, distinguishing and registering the corporations that under this Act are required to be registered and may be acceptable for registration, and of granting registration accordingly, is upon the Superintendent. R.S.O. 1990, c. L.25, s. 30 (1).

Registers continued

(2) The registers known in English as the Loan Corporations Register and the Trust Corporations Register and in French as Registre des compagnies de prêt and Registre des compagnies de fiducie respectively are continued under the names Loan Corporations Register and Trust Corporations Register in English and Registre des sociétés de prêt and Registre des sociétés de fiducie in French respectively. R.S.O. 1990, c. L.25, s. 30 (2).

Superintendent to keep registers

(3) The Superintendent shall keep the registers and shall cause to be recorded,

(a) in the Loan Corporations Register, the name of each loan corporation that has been granted registration together with such terms, conditions and restrictions as may be set out by the Superintendent and such other particulars as may be prescribed; and

(b) in the Trust Corporations Register, the name of each trust corporation that has been granted registration together with such terms, conditions and restrictions as may be set out by the Superintendent and such other particulars as may be prescribed. R.S.O. 1990, c. L.25, s. 30 (3).

Note: On a day to be named by proclamation of the Lieutenant Governor, subsection (3) is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 67 (1) and the following substituted:

Duty to keep registers

(3) The Superintendent shall keep the registers and shall record the following information in the register indicated:

1. In the Loan Corporations Register, the name of each loan corporation that has been granted registration and such other particulars as may be prescribed.

2. In the Trust Corporations Register, the name of each trust corporation that has been granted registration and such other particulars as may be prescribed. 2001, c. 8, s. 67 (1).

See: 2001, c. 8, ss. 67 (1), 183 (2).

Idem

(4) A corporation may be registered in either the Loan Corporations Register or the Trust Corporations Register. R.S.O. 1990, c. L.25, s. 30 (4).

Idem

(5) The Superintendent shall note in the appropriate register,

(a) all terms, conditions and restrictions imposed on the registration of a corporation;

Note: On a day to be named by proclamation of the Lieutenant Governor, clause (a) is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 67 (2). See: 2001, c. 8, ss. 67 (2), 183 (2).

(b) the fact that the registration of a corporation has been revoked;

(c) the fact that a registered loan corporation has been continued as a registered trust corporation or vice versa. R.S.O. 1990, c. L.25, s. 30 (5).

Application for registration

31. (1) A corporation incorporated under the Trust and Loan Companies Act (Canada) may apply for initial registration as a loan corporation or as a trust corporation. 2001, c. 8, s. 68 (1).

Change

(2) A registered loan corporation may apply to change its registration to that of a trust corporation and a registered trust corporation may apply to change its registration to that of a loan corporation. R.S.O. 1990, c. L.25, s. 31 (2).

Idem

(3) A registered corporation may apply to amend the terms, conditions and restrictions of its registration. R.S.O. 1990, c. L.25, s. 31 (3).

Note: On a day to be named by proclamation of the Lieutenant Governor, subsection (3) is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 68 (2). See: 2001, c. 8, ss. 68 (2), 183 (2).

(4) Repealed: 2001, c. 8, s. 68 (3).

Material to be furnished

(5) An application for registration shall follow the form approved by the Superintendent and shall be filed with the Superintendent together with such information, material and evidence as the form may specify. R.S.O. 1990, c. L.25, s. 31 (5); 1997, c. 19, s. 13 (2); 1999, c. 12, Sched. I, s. 5 (3).

Notice, additional information

(6) Where the Superintendent receives an application for the registration, the Superintendent may require notice of the application, containing such information as the Superintendent may require, to be published by the applicant in The Ontario Gazette and in a newspaper having general circulation in the locality where the principal place of business of the corporation is located or is to be located. R.S.O. 1990, c. L.25, s. 31 (6).

Note: On a day to be named by proclamation of the Lieutenant Governor, subsection (6) is amended by the Statutes of Ontario, 2001, chapter 8, subsection 68 (4) by inserting “in Ontario” after “in the locality”. See: 2001, c. 8, ss. 68 (4), 183 (2).

(7) Repealed: 2001, c. 8, s. 68 (5).

(8) Repealed: 2001, c. 8, s. 68 (5).

(9) Repealed: 2001, c. 8, s. 68 (5).

Conditions to registration

31.1 (1) A corporation that applies for registration under section 31 is entitled to be registered if the corporation has the authority to carry on business under the Trust and Loan Companies Act (Canada) and if the corporation meets the requirements described in subsection 31 (5). 2001, c. 8, s. 69.

Same, trust corporations

(2) No corporation shall be registered as a trust corporation unless the corporation is authorized to act as a trustee under the Trust and Loan Companies Act (Canada). 2001, c. 8, s. 69.

Conditions of registration, extra-provincial corporations

32. (1) It is a continuing condition of registration of an extra-provincial corporation that it has filed with the Superintendent a power of attorney to one or more agents resident in Ontario and an undertaking signed by the proper corporate officers that the corporation and its subsidiaries will provide such information to the Superintendent as he or she may request and will adhere to this Act and to terms, conditions and restrictions, if any, imposed on its registration. 2001, c. 8, s. 70 (1).

Execution of power of attorney

(2) A power of attorney under this section shall be under the seal of the corporation, if required in the jurisdiction of incorporation of the corporation, and shall be signed by the president and secretary or other proper officers thereof in the presence of a witness. R.S.O. 1990, c. L.25, s. 32 (2).

Authentication

(3) An undertaking under this section shall be accompanied by a certified copy of the resolution of the board of directors authorizing the corporation’s officers to apply for registration under this Act and authorizing the execution of the undertaking. R.S.O. 1990, c. L.25, s. 32 (3).

Contents of power of attorney

(4) A power of attorney under this section shall be in the form approved by the Superintendent and shall be accompanied by the affidavit or statutory declaration of the witness referred to in subsection (2) attesting to the due execution of the power of attorney. R.S.O. 1990, c. L.25, s. 32 (4); 1997, c. 19, s. 13 (2); 1999, c. 12, Sched. I, s. 5 (3).

Effect of copy as evidence

(5) A copy of a power of attorney under this section certified by the Superintendent is sufficient evidence for all purposes of the power and authority of the person or persons named therein to act on behalf of the corporation in the manner and for the purposes set forth in the certified copy. R.S.O. 1990, c. L.25, s. 32 (5).

Changes in chief agent or agency

(6) When an extra-provincial corporation changes any of its agents in Ontario, it shall forthwith file with the Superintendent a new power of attorney in the form approved by the Superintendent. R.S.O. 1990, c. L.25, s. 32 (6); 1997, c. 19, s. 13 (2); 1999, c. 12, Sched. I, s. 5 (3).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 32 is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 70 (2). See: 2001, c. 8, ss. 70 (2), 183 (2).

33. Repealed: 2001, c. 8, s. 71.

34. Repealed: 2001, c. 8, s. 71.

Voluntary terms and conditions

35. With the consent of the registered corporation, the Superintendent may impose terms, conditions and restrictions on the registration of a corporation or terms, conditions and restrictions in addition to those previously imposed on the registration of the corporation. R.S.O. 1990, c. L.25, s. 35; 2001, c. 8, s. 72 (1).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 35 is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 72 (2). See: 2001, c. 8, ss. 72 (2), 183 (2).

Cancellation of registration on request of corporation

36. At the request of a registered corporation, the Superintendent may revoke its registration subject to such terms, conditions and restrictions as the Superintendent may impose. R.S.O. 1990, c. L.25, s. 36.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 36 is repealed by the Statutes of Ontario, 2001, chapter 8, section 73 and the following substituted:

Revocation on request

36. The Superintendent may revoke the registration of a registered corporation at the request of the corporation. 2001, c. 8, s. 73.

See: 2001, c. 8, ss. 73, 183 (2).

Names

37. (1) Subject to subsection (2), no corporation shall be registered that has a name,

(a) that contains a word or expression prohibited by this Act or the regulations or does not contain a word or expression required by this Act or the regulations or that in any other manner does not comply with this Act or the regulations;

(b) that is the same or similar to,

(i) the name of a known,

(A) body corporate,

(B) trust,

(C) association,

(D) partnership,

(E) sole proprietorship, or

(F) individual,

whether in existence or not, or

(ii) the known name under which any body corporate, trust, association, partnership, sole proprietorship or individual carries on business or identifies itself,

if the use of that name would be likely to deceive; or

(c) that in the case of a trust corporation does not include,

(i) “trust” or “fiducie” together with a designation such as “corporation”, “company”, “compagnie”, “limited”, “limitée” or “société”, or

(ii) “trustco”. R.S.O. 1990, c. L.25, s. 37 (1).

Idem

(2) Despite clause (1) (b), a corporation may be registered with a name described in subclause (1) (b) (i) or (ii) upon complying with such conditions as may be prescribed. R.S.O. 1990, c. L.25, s. 37 (2).

Bilingual names

(3) Subject to this Act and the regulations, a corporation may be registered that has a name in an English form, a French form, an English form and a French form or a combined English and French form and it may be legally designated in Ontario by any such name. R.S.O. 1990, c. L.25, s. 37 (3).

Use of different name may be required

(4) Where a corporation has a name that contravenes subsection (1), the Superintendent may register the corporation if it undertakes either to change its name to a name that does not contravene subsection (1) or to carry on business in Ontario under a name that does not contravene subsection (1). R.S.O. 1990, c. L.25, s. 37 (4).

Change of name

(5) Where, through inadvertence or otherwise, a corporation has obtained registration under a name that contravenes subsection (1), the Superintendent, after giving the corporation an opportunity to be heard, may order as a condition of registration that the corporation carry on business under a name specified in the order. R.S.O. 1990, c. L.25, s. 37 (5).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 37 is repealed by the Statutes of Ontario, 2001, chapter 8, section 74 and the following substituted:

Revocation of registration, federal corporations

37. (1) The registration of a corporation is revoked if the corporation receives notice that its authorization to carry on business under the Trust and Loan Companies Act (Canada) is revoked. 2001, c. 8, s. 74.

Effect of revocation

(2) When the registration of a corporation is revoked under subsection (1), the corporation shall cease to transact or undertake business in Ontario, except to the extent necessary to wind up its business in Ontario. 2001, c. 8, s. 74.

Same

(3) Subsection (2) does not apply if the corporation becomes registered again under this Act. 2001, c. 8, s. 74.

Same, liability

(4) Any liability incurred by the corporation after its registration is revoked may be enforced against it as if its registration had not been revoked. 2001, c. 8, s. 74.

See: 2001, c. 8, ss. 74, 183 (2).

Termination of right to carry on business

38. (1) A corporation is not permitted to carry on the business of a loan corporation or a trust corporation after July 1, 2004 unless,

(a) it is incorporated under the Trust and Loan Companies Act (Canada); or

(b) it has the Superintendent’s approval under subsection (6) to do so. 2004, c. 7, s. 10.

Revocation of registration

(2) The registration of every corporation, other than a corporation described in clause (1) (a) or (b), is revoked on July 2, 2004. 2004, c. 7, s. 10.

Same

(3) The registration of a corporation described in clause (1) (b) is revoked on the earlier of July 1, 2005 or the day on which the Superintendent’s approval under subsection (6) ceases to have effect. 2004, c. 7, s. 10.

Application for approval

(4) A registered corporation may apply to the Superintendent for approval to continue carrying on the business of a loan corporation or a trust corporation after July 1, 2004. 2004, c. 7, s. 10.

Same

(5) The application must be submitted in a manner approved by the Superintendent and must be accompanied by such information and documents as the Superintendent may require. 2004, c. 7, s. 10.

Approval

(6) Subject to subsections (7) and (8), the Superintendent may, in his or her absolute discretion, approve the application and may require the applicant to give an undertaking as a condition of the approval. 2004, c. 7, s. 10.

Restriction

(7) The Superintendent shall refuse to approve the application unless,

(a) the corporation demonstrates to the Superintendent’s satisfaction that it is not reasonably practicable for the corporation to comply with clause (1) (a) by July 1, 2004; and

(b) the Superintendent is satisfied that the approval is not contrary to the public interest. 2004, c. 7, s. 10.

Same

(8) The authority of the Superintendent to approve an application expires on July 2, 2004. 2004, c. 7, s. 10.

Decision final

(9) Any decision of the Superintendent respecting an application or an approval is final and is not subject to review. 2004, c. 7, s. 10.

Immunity

(10) No action or proceeding may be brought against the Crown in right of Ontario, the Superintendent or anyone acting under the authority of the Superintendent in relation to the operation of this section. 2004, c. 7, s. 10.

39. Repealed: 1997, c. 19, s. 13 (3).

PART V
SHARES AND SHAREHOLDERS

Deemed liability

40. For the purposes of sections 47, 48, 50 and 54, deposits in a trust corporation shall be deemed to be a liability of the corporation even though the deposit is held by it as trustee. R.S.O. 1990, c. L.25, s. 40.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 40 is repealed by the Statutes of Ontario, 2001, chapter 8, section 76. See: 2001, c. 8, ss. 76, 183 (2).

Shares

41. (1) Shares of a provincial corporation shall be in registered form and shall be without nominal or par value. R.S.O. 1990, c. L.25, s. 41 (1).

Idem

(2) Shares with a nominal or par value of a provincial corporation incorporated before the day this section comes into force shall be deemed to be shares without nominal or par value. R.S.O. 1990, c. L.25, s. 41 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 41 is repealed by the Statutes of Ontario, 2001, chapter 8, section 76. See: 2001, c. 8, ss. 76, 183 (2).

Shares

42. (1) Every provincial corporation shall have one class of shares designated as common shares in which the rights of the holders thereof are equal in all respects and shall include,

(a) the right to vote at all meetings of shareholders;

(b) the right to receive the remaining property of the corporation upon dissolution; and

(c) the right to receive dividends of the corporation if declared on such shares. R.S.O. 1990, c. L.25, s. 42 (1).

Other classes of shares

(2) Classes of shares in addition to common shares may be provided for in the instrument of incorporation and the rights, privileges, restrictions and conditions attaching to the shares of each class shall be set out in the instrument of incorporation but such shares shall not be designated as common shares or by any variation of that term. R.S.O. 1990, c. L.25, s. 42 (2).

Issuance of shares

(3) Subject to this Act and the instrument of incorporation, shares may be issued at such time and to such persons and for such consideration as the directors may determine. R.S.O. 1990, c. L.25, s. 42 (3).

Shares nonassessable

(4) Shares issued by a provincial corporation are nonassessable and the holders are not liable to the provincial corporation or to its creditors in respect thereof. R.S.O. 1990, c. L.25, s. 42 (4).

Fully paid shares

(5) A share in a provincial corporation shall not be issued until the consideration for the share is fully paid in Canadian dollars and received by the corporation. R.S.O. 1990, c. L.25, s. 42 (5).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 42 is repealed by the Statutes of Ontario, 2001, chapter 8, section 76. See: 2001, c. 8, ss. 76, 183 (2).

Separate capital account

43. (1) A provincial corporation shall maintain a separate stated capital account for each class and series of shares it issues. R.S.O. 1990, c. L.25, s. 43 (1).

Idem

(2) A provincial corporation shall add to the appropriate stated capital account in respect of any shares it issues the full amount of the consideration. R.S.O. 1990, c. L.25, s. 43 (2).

Limitation on additions to stated capital account

(3) On the issue of a share, a provincial corporation shall not add to a stated capital account in respect of the share an amount greater than the amount referred to in subsection (2). R.S.O. 1990, c. L.25, s. 43 (3).

Surplus added to stated capital account

(4) A provincial corporation may, upon complying with subsection (5), add to the stated capital account maintained by it in respect of any class or series of shares any amount it has credited to a retained earnings or other surplus account. R.S.O. 1990, c. L.25, s. 43 (4).

Special resolution additions to stated capital account

(5) Where a provincial corporation proposes to add any amount, other than an amount to be added under subsection 54 (2), to a stated capital account that it maintains in respect of a class or series of shares, the addition to the stated capital account must be approved by special resolution if,

(a) the amount to be added,

(i) was not received by the provincial corporation as consideration for the issue of shares, or

(ii) was received by the provincial corporation as consideration for the issue of shares but does not form part of the stated capital attributable to such shares; and

(b) the provincial corporation has outstanding shares of more than one class or series. R.S.O. 1990, c. L.25, s. 43 (5).

Idem

(6) Where a class or series of shares of a provincial corporation would be affected by the addition of an amount to any stated capital account in a situation where a special resolution is required under subsection (5) in a manner different from the manner in which any other class or series of shares of the provincial corporation would be affected by such action, the holders of the differently affected class or series of shares are entitled to vote separately as a class or series, as the case may be, on the proposal to take the action, whether or not such shares otherwise carry the right to vote. R.S.O. 1990, c. L.25, s. 43 (6).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 43 is repealed by the Statutes of Ontario, 2001, chapter 8, section 76. See: 2001, c. 8, ss. 76, 183 (2).

Special shares in series

44. (1) Subject to its instrument of incorporation, the directors of a provincial corporation may authorize the issue of any class of shares other than common shares in one or more series and they may fix the number of shares in, and determine the designation, rights, privileges, restrictions and conditions attaching to the shares of each series. R.S.O. 1990, c. L.25, s. 44 (1).

Proportionate abatement

(2) If any amount,

(a) of cumulative dividends, whether or not declared, or declared non-cumulative dividends; or

(b) payable on return of capital in the event of the liquidation, dissolution or winding up of a provincial corporation,

in respect of shares of a series is not paid in full, the shares of the series shall participate rateably with the shares of all other series of the same class in respect of,

(c) all accumulated cumulative dividends, whether or not declared, and all declared non-cumulative dividends; or

(d) all amounts payable on return of capital in the event of the liquidation, dissolution or winding up of the corporation,

as the case may be. R.S.O. 1990, c. L.25, s. 44 (2).

No priority of shares of same class

(3) No rights, privileges, restrictions or conditions attached to a series of shares whose issue is authorized under this section shall confer upon the shares of a series a priority in respect of,

(a) dividends; or

(b) return of capital in the event of the liquidation, dissolution or winding up of the corporation,

over the shares of any other series of the same class. R.S.O. 1990, c. L.25, s. 44 (3).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 44 is repealed by the Statutes of Ontario, 2001, chapter 8, section 76. See: 2001, c. 8, ss. 76, 183 (2).

Conversion privileges

45. (1) A provincial corporation may issue warrants as evidence of conversion privileges or options or rights to acquire its securities and it shall set out the conditions thereof,

(a) in certificates evidencing the securities to which the conversion privileges, options or rights are attached; or

(b) in separate certificates or other documents. R.S.O. 1990, c. L.25, s. 45 (1).

Idem

(2) Conversion privileges and options or rights to purchase securities of a provincial corporation may be made transferable or non-transferable, and options or rights to purchase may be made separable or inseparable from any securities to which they are attached. R.S.O. 1990, c. L.25, s. 45 (2).

Corporation to maintain sufficient reserve

(3) Where a provincial corporation has granted privileges to convert any securities, other than shares issued by it, into shares of the corporation or has issued or granted options or rights to acquire shares of the corporation and, where the instrument of incorporation limits the number of authorized shares, the corporation shall reserve and continue to reserve sufficient authorized shares to meet the exercise of such conversion privileges, options and rights. R.S.O. 1990, c. L.25, s. 45 (3).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 45 is repealed by the Statutes of Ontario, 2001, chapter 8, section 76. See: 2001, c. 8, ss. 76, 183 (2).

Subsidiaries not to hold shares in holding body corporate

46. Except as provided in sections 47 to 49, a provincial corporation,

(a) shall not hold shares in itself or in its holding body corporate; and

(b) shall not permit any of its subsidiaries to hold shares in the corporation or in the holding body corporate of the corporation. R.S.O. 1990, c. L.25, s. 46.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 46 is repealed by the Statutes of Ontario, 2001, chapter 8, section 76. See: 2001, c. 8, ss. 76, 183 (2).

Purchase of issued shares

47. (1) Subject to subsection (2) and to its by-laws, a provincial corporation may, on notice to the Superintendent, purchase or otherwise acquire shares issued by it to,

(a) settle or compromise a debt or claim asserted by or against the corporation;

(b) eliminate fractional shares; or

(c) fulfil the terms of a non-assignable agreement under which the corporation has an option or is obliged to purchase shares owned by a current or former director, officer or employee of the corporation. R.S.O. 1990, c. L.25, s. 47 (1).

Restriction on payment

(2) A provincial corporation shall not make any payment to purchase or acquire under subsection (1) 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;

(b) after the payment, the realizable value of the corporation’s assets would be less than the aggregate of,

(i) its liabilities, and

(ii) the amount that would be required to pay the holders of shares who have a right to be paid, on a redemption or in a liquidation, prior to the holders of the shares to be purchased or acquired; or

(c) the effect of the purchase or acquisition would be to cause the corporation to be in contravention of this Act or the regulations. R.S.O. 1990, c. L.25, s. 47 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 47 is repealed by the Statutes of Ontario, 2001, chapter 8, section 76. See: 2001, c. 8, ss. 76, 183 (2).

Redemption of shares

48. (1) Subject to subsection (2) and to its by-laws and on notice to the Superintendent, a provincial corporation may purchase or redeem any redeemable shares issued by it at prices not exceeding the redemption price calculated according to a formula stated in the by-laws. R.S.O. 1990, c. L.25, s. 48 (1).

Restriction on redemption

(2) A provincial corporation shall not make any payment to purchase or redeem any redeemable 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;

(b) after the payment, the realizable value of the corporation’s assets would be less than the aggregate of,

(i) its liabilities, and

(ii) the amount that would be required to pay the holders of shares who have a right to be paid, on a redemption or in a liquidation, rateably with or prior to the holders of the shares to be purchased or redeemed; or

(c) the effect of the redemption would be to cause the corporation to be in contravention of this Act or the regulations. R.S.O. 1990, c. L.25, s. 48 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 48 is repealed by the Statutes of Ontario, 2001, chapter 8, section 76. See: 2001, c. 8, ss. 76, 183 (2).

Donation of share

49. A provincial corporation may accept from any shareholder a share of the corporation surrendered to it as a gift. R.S.O. 1990, c. L.25, s. 49.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 49 is repealed by the Statutes of Ontario, 2001, chapter 8, section 76. See: 2001, c. 8, ss. 76, 183 (2).

Reduction of stated capital account

50. (1) Subject to subsection (4) and its instrument of incorporation, a provincial corporation, by special resolution and with the approval of the Superintendent, may reduce its stated capital for any purpose. R.S.O. 1990, c. L.25, s. 50 (1).

Right to vote

(2) Where a class or series of shares of a provincial corporation would be affected by a reduction of stated capital under subsection (1) in a manner different from the manner in which any other class or series of shares of the corporation would be affected by such action, the holders of the differently affected class or series of shares are entitled to vote separately as a class or series, as the case may be, on the proposal to take the action, whether or not the shares otherwise carry the right to vote. R.S.O. 1990, c. L.25, s. 50 (2).

Account reduced to be specified

(3) A special resolution under this section shall specify the stated capital account or accounts from which the reduction of stated capital affected by the special resolution will be made. R.S.O. 1990, c. L.25, s. 50 (3).

Restriction on reduction

(4) A provincial corporation shall not take any action to reduce its stated capital for any purpose (other than the purpose of declaring it to be reduced by an amount that is not represented by realizable assets) if there are reasonable grounds for believing that,

(a) the corporation is or, after the taking of such action, would be unable to pay its liabilities as they become due;

(b) after the taking of such action, the realizable value of the corporation’s assets would be less than the aggregate of its liabilities; or

(c) the effect of the reduction would be to cause the corporation to be in contravention of this Act or the regulations. R.S.O. 1990, c. L.25, s. 50 (4).

Application for order where improper reduction

(5) A shareholder, creditor or depositor of a provincial corporation is entitled to apply to the Ontario Court (General Division) for an order compelling a shareholder or other recipient to pay or deliver to the corporation any money or property that was paid or distributed to the shareholder or other recipient as a consequence of a reduction of capital made contrary to this section. R.S.O. 1990, c. L.25, s. 50 (5).

Action against class

(6) Where it appears that there are numerous shareholders who may be liable under this section, the Ontario Court (General Division) may permit an action to be brought against one or more of them as representatives of the class and, if the plaintiff establishes a claim as creditor, may make an order of reference and add as parties in the referee’s office all such shareholders as may be found, and the referee shall determine the amount that each should contribute towards the plaintiff’s claim, which amount may not, in the case of any particular shareholder, exceed the amount referred to in subsection (5), and the referee may direct payment of the sums so determined. R.S.O. 1990, c. L.25, s. 50 (6).

Shareholder holding shares in fiduciary capacity

(7) No person holding shares in the capacity of a personal representative and registered on the records of the provincial corporation as a shareholder and therein described as the personal representative of a named person is personally liable under this section, but the named person is subject to all the liabilities imposed by this section. R.S.O. 1990, c. L.25, s. 50 (7).

Liability not affected

(8) This section does not affect any liability that arises under section 106. R.S.O. 1990, c. L.25, s. 50 (8).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 50 is repealed by the Statutes of Ontario, 2001, chapter 8, section 76. See: 2001, c. 8, ss. 76, 183 (2).

Reduction of stated capital account

51. (1) Upon a purchase, redemption or other acquisition by a provincial corporation under section 47, 48 or 55 of shares or fractions thereof issued by it, the corporation shall deduct from the stated capital account maintained for the class or series of shares of which the shares purchased, redeemed or otherwise acquired form a part, an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares of that class or series or fractions thereof purchased, redeemed or otherwise acquired, divided by the number of issued shares of that class or series immediately before the purchase, redemption or other acquisition. R.S.O. 1990, c. L.25, s. 51 (1).

Adjustment in stated capital account

(2) A provincial corporation shall adjust its stated capital account or accounts in accordance with any special resolution referred to in subsection 50 (3). R.S.O. 1990, c. L.25, s. 51 (2).

Idem

(3) Upon a change in issued shares of a provincial corporation, or upon a conversion of such shares pursuant to their terms, into shares of another class or series, the corporation shall,

(a) deduct from the stated capital account maintained for the class or series of shares changed or converted an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares of that class or series changed or converted, and dividing by the number of issued shares of that class or series immediately before the change or conversion; and

(b) add the result obtained under clause (a) and any additional consideration received pursuant to the change or conversion to the stated capital account maintained or to be maintained for the class or series of shares into which the shares have been changed or converted. R.S.O. 1990, c. L.25, s. 51 (3).

Idem

(4) For the purpose of subsection (3), where a provincial corporation issues two classes or series of shares and there is attached to each class or series a right to convert a share of the one class or series into a share of the other class or series, the amount of stated capital attributable to a share in either class or series is the amount obtained when the sum of the stated capital of both classes or series of shares is divided by the number of issued shares of both classes or series of shares immediately before the conversion. R.S.O. 1990, c. L.25, s. 51 (4).

Status of shares purchased

(5) Shares of any class or series or fractional shares issued by a provincial corporation and purchased, redeemed or otherwise acquired by it shall be cancelled or, if the instrument of incorporation limits the number of authorized shares of the class or series, may be restored to the status of authorized but unissued shares of the class or series. R.S.O. 1990, c. L.25, s. 51 (5).

Conversion of shares

(6) Where shares of a class or series are changed or converted pursuant to their terms into the same or another number of shares of another class or series, such shares become the same in all respects as the shares of the class or series respectively into which they are changed or converted. R.S.O. 1990, c. L.25, s. 51 (6).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 51 is repealed by the Statutes of Ontario, 2001, chapter 8, section 76. See: 2001, c. 8, ss. 76, 183 (2).

Contract with corporation re purchase of its shares

52. (1) A contract with a provincial corporation providing for the purchase by it of its own shares is specifically enforceable against it except to the extent that it cannot perform the contract without thereby being in breach of section 47 or 48. R.S.O. 1990, c. L.25, s. 52 (1).

Idem

(2) In any action brought on a contract referred to in subsection (1), the provincial corporation has the burden of proving that performance thereof is prevented by section 47 or 48. R.S.O. 1990, c. L.25, s. 52 (2).

Idem

(3) Until the provincial corporation has fully performed a contract referred to in subsection (1), the other party to the contract retains the status of a claimant entitled to be paid as soon as the corporation is lawfully able to do so or in a liquidation to be ranked subordinate to the rights of depositors, creditors and holders of subordinated indebtedness but in priority to the other shareholders. R.S.O. 1990, c. L.25, s. 52 (3); 1994, c. 17, s. 104.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 52 is repealed by the Statutes of Ontario, 2001, chapter 8, section 77. See: 2001, c. 8, ss. 77, 183 (2).

Commission on sale

53. The directors of a provincial corporation may authorize the corporation to pay a reasonable commission to any person in consideration of the person,

(a) purchasing or agreeing to purchase shares of the corporation from it or from any other person; or

(b) procuring or agreeing to procure purchasers for any such shares. R.S.O. 1990, c. L.25, s. 53.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 53 is repealed by the Statutes of Ontario, 2001, chapter 8, section 78. See: 2001, c. 8, ss. 78, 183 (2).

Declaration of dividends

54. (1) The directors of a provincial corporation may declare and a provincial 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 provincial corporation may pay a dividend in money or property. R.S.O. 1990, c. L.25, s. 54 (1).

Share dividend

(2) If shares of a provincial corporation are issued in payment of a dividend, it shall add to the stated capital account for the shares of the class or series issued in payment of the dividend the declared amount of the dividend stated as an amount of money. R.S.O. 1990, c. L.25, s. 54 (2).

When dividend not to be declared

(3) The directors shall not declare and a provincial corporation shall not pay a dividend 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;

(b) after the payment, the lesser of the book value and the realizable value of the corporation’s assets would thereby be less than the aggregate of,

(i) its liabilities, and

(ii) its stated capital of all classes; or

(c) the effect of the payment would be to cause the corporation to be in contravention of this Act or the regulations. R.S.O. 1990, c. L.25, s. 54 (3).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 54 is repealed by the Statutes of Ontario, 2001, chapter 8, section 78. See: 2001, c. 8, ss. 78, 183 (2).

Lien on shares

55. (1) The by-laws of a provincial corporation may provide that it has a lien on a share registered in the name of a shareholder or the shareholder’s personal representative for a debt of that shareholder to the provincial corporation. R.S.O. 1990, c. L.25, s. 55 (1).

Where subs. (1) does not apply

(2) Subsection (1) does not apply to a provincial corporation that has shares listed on, or traded through the facilities of, a stock exchange recognized by the Ontario Securities Commission. R.S.O. 1990, c. L.25, s. 55 (2).

Enforcement of lien

(3) A provincial corporation may enforce a lien referred to in subsection (1) in accordance with its by-laws. R.S.O. 1990, c. L.25, s. 55 (3).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 55 is repealed by the Statutes of Ontario, 2001, chapter 8, section 78. See: 2001, c. 8, ss. 78, 183 (2).

Restrictions on issue, transfer, etc.

56. A provincial corporation shall not impose restrictions on the issue, transfer or ownership of shares of any class or series except such restrictions as are authorized by its instrument of incorporation and this Act. R.S.O. 1990, c. L.25, s. 56.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 56 is repealed by the Statutes of Ontario, 2001, chapter 8, section 78. See: 2001, c. 8, ss. 78, 183 (2).

Investment securities

57. Part VI of the Business Corporations Act applies with necessary modifications with respect to every provincial corporation as if it were a corporation incorporated under that Act. R.S.O. 1990, c. L.25, s. 57.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 57 is repealed by the Statutes of Ontario, 2001, chapter 8, section 78. See: 2001, c. 8, ss. 78, 183 (2).

Insider liability

58. Part X of the Business Corporations Act applies with necessary modifications with respect to every provincial corporation as if it were a corporation incorporated under that Act. R.S.O. 1990, c. L.25, s. 58.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 58 is repealed by the Statutes of Ontario, 2001, chapter 8, section 78. See: 2001, c. 8, ss. 78, 183 (2).

59. Repealed: 2001, c. 8, s. 79.

60. Repealed: 2001, c. 8, s. 79.

61. Repealed: 2001, c. 8, s. 79.

Deemed holding body corporate

62. (1) For the purposes of sections 63, 64 and 68, a person who, alone or with any related person, owns beneficially, directly or indirectly, 10 per cent or more of the total number of issued and outstanding shares of a class of voting shares of a corporation shall be deemed to be a holding body corporate and the shares and issue or transfer of shares of the holding body corporate shall be deemed to be shares or a transfer or issue of shares to which sections 63, 64 and 68 apply. R.S.O. 1990, c. L.25, s. 62 (1).

Definition

(2) For the purposes of subsection (1),

“person” includes a trust. R.S.O. 1990, c. L.25, s. 62 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 62 is repealed by the Statutes of Ontario, 2001, chapter 8, section 80. See: 2001, c. 8, ss. 80, 183 (2).

Consent of Superintendent

63. (1) No transfer or issue of voting shares of a provincial corporation shall be entered in its securities register until the consent of the Superintendent has been received by the corporation, if,

(a) when the total number of shares of a class of voting shares of the corporation held by a person and by other shareholders related to the person, if any, exceeds 10 per cent of the total number of the issued and outstanding shares of that class, the transfer or issue would increase the percentage of shares of that class held by such person; or

(b) when the total number of shares of a class of voting shares of the provincial corporation held by a person and by other shareholders related to the person, if any, is 10 per cent or less of the total number of issued and outstanding shares of that class, the transfer or issue would cause the total number of shares of that class held by such person and by other shareholders related to the person, if any, to exceed 10 per cent of the issued and outstanding shares of that class,

and until the consent of the Superintendent is received by the corporation, no person shall, in person or by proxy, exercise the voting rights pertaining to any of the voting shares that are held by or in the name of the shareholder or by or in the name of any person related to the shareholder. R.S.O. 1990, c. L.25, s. 63 (1).

Exception

(2) The consent of the Superintendent is not required if the number of shares of the class of voting shares to be transferred or issued to a person, when added to the number of other shares of that class transferred or issued to the person and other shareholders related to the person since the later of,

(a) the 5th day of April, 1988; and

(b) the day immediately preceding the day the most recent consent was given under this section with respect to the person or a shareholder related to the person,

is less than 2.5 per cent of the issued and outstanding shares of that class on that day. R.S.O. 1990, c. L.25, s. 63 (2).

Idem

(3) The exception set out in subsection (2) does not apply to a transfer or issue of shares that would result in a change of control in the corporation. R.S.O. 1990, c. L.25, s. 63 (3).

Exception

(4) The consent of the Superintendent is not required in respect of a transfer or issue of shares to an underwriter, as defined in section 1 of the Securities Act, who receives them in that capacity. R.S.O. 1990, c. L.25, s. 63 (4).

Application to Superintendent

(5) A person to whom shares are to be transferred or issued in circumstances that require the consent of the Superintendent may apply for the consent and, for the purposes of the application, the person shall provide the Superintendent with such information as the Superintendent may request. R.S.O. 1990, c. L.25, s. 63 (5).

Refusal of consent

(6) On an application under subsection (5), the Superintendent may refuse consent where, in his or her opinion, it would be in the public interest to do so and, without limiting the generality of the foregoing, the Superintendent may refuse consent where the shareholder or any person related to the shareholder,

(a) is or has been bankrupt;

(b) has been convicted of a criminal offence, an offence under this Act or an offence under the Securities Act;

(c) is or has been subject to a cease trading order under the Securities Act;

(d) is the subject of an examination under section 186 or an investigation under section 206;

(e) is contravening any provision of this Act or the regulations or of any comparable legislation of another jurisdiction or of any undertaking given to the Superintendent; or

(f) has failed to provide the information requested under subsection (5). R.S.O. 1990, c. L.25, s. 63 (6).

Effective date of consent

(7) The consent of the Superintendent under this section takes effect on the date set out in the consent and the effective date may be a date before the date the consent is given. R.S.O. 1990, c. L.25, s. 63 (7).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 63 is repealed by the Statutes of Ontario, 2001, chapter 8, section 80. See: 2001, c. 8, ss. 80, 183 (2).

Declaration may be required

64. The Superintendent may in writing direct a provincial corporation to obtain from a person in whose name a share is registered in the securities register of the corporation or who is the beneficial owner of a share of the corporation a declaration containing information,

(a) concerning the ownership or beneficial ownership of such share;

(b) as to whether such share is owned or beneficially owned by a person who is related to any other person and the name of that other person where applicable;

(c) concerning the ownership or beneficial ownership of the shares of a holding body corporate; and

(d) concerning such other matters as are specified by the Superintendent,

and as soon as possible after the receipt of a direction from the Superintendent under this section, the directors of the corporation shall comply therewith and every person who is requested by the corporation to provide a declaration in the form approved by the Superintendent containing information referred to in this section shall forthwith comply with the request by submitting the completed declaration to the Superintendent. R.S.O. 1990, c. L.25, s. 64; 1997, c. 19, s. 13 (2); 1999, c. 12, Sched. I, s. 5 (3).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 64 is repealed by the Statutes of Ontario, 2001, chapter 8, section 81. See: 2001, c. 8, ss. 81, 183 (2).

Hearing

65. (1) Where the Superintendent proposes to refuse consent under section 63, he or she shall forthwith advise the applicant and shall give the applicant an opportunity to be heard before him or her. R.S.O. 1990, c. L.25, s. 65 (1).

Power of L.G. in C.

(2) Upon the petition of the applicant, filed with the Clerk of the Executive Council within twenty-eight days after the date of the decision of the Superintendent to refuse consent under section 63, the Lieutenant Governor in Council may,

(a) confirm, vary or rescind the whole or any part of such decision; or

(b) require the Superintendent to hold a new hearing of the whole or any part of the application to the Superintendent upon which such decision of the Superintendent was made. R.S.O. 1990, c. L.25, s. 65 (2).

Idem

(3) The decision of the Superintendent after the hearing under clause (2) (b) is not subject to petition under this section. R.S.O. 1990, c. L.25, s. 65 (3).

Decision final

(4) Except as provided in subsection (2), a decision of the Superintendent to refuse consent under section 63 is final and binding and no such decision or decision as confirmed or varied under subsection (2) shall be stayed, varied or set aside by any court. R.S.O. 1990, c. L.25, s. 65 (4).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 65 is repealed by the Statutes of Ontario, 2001, chapter 8, section 82. See: 2001, c. 8, ss. 82, 183 (2).

Exemption

66. The Superintendent, with the approval of the Lieutenant Governor in Council, may by order exempt any corporation or other person from the application of sections 63 to 65, in whole or in part, on such terms and conditions as are set out in the order and where any such order is filed with the corporation named in the order, it shall be deemed to be a consent of the Superintendent for the purpose of section 63, so long as the terms and conditions of the order have been complied with. R.S.O. 1990, c. L.25, s. 66.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 66 is repealed by the Statutes of Ontario, 2001, chapter 8, section 82. See: 2001, c. 8, ss. 82, 183 (2).

Transfer valid only after entry

67. (1) No transfer of shares of a provincial corporation, unless made by a sale under execution or under the order or judgment of a court of competent jurisdiction, is valid for any purpose until the transfer has been entered in the securities register of the corporation. R.S.O. 1990, c. L.25, s. 67 (1).

Exceptions

(2) Despite subsection (1), a transfer of shares that has not been entered in the securities register of a provincial corporation is valid for the purpose of showing the rights as between the parties to the transfer. R.S.O. 1990, c. L.25, s. 67 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 67 is repealed by the Statutes of Ontario, 2001, chapter 8, section 82. See: 2001, c. 8, ss. 82, 183 (2).

By-laws

68. (1) The directors of a provincial corporation may make by-laws,

(a) requiring any person holding any voting share of the corporation to submit written declarations,

(i) with respect to the ownership of a share of the corporation or of the holding body corporate,

(ii) Repealed: 2001, c. 8, s. 83 (1).

(iii) as to whether the shareholder is associated with or related to any other shareholder, and

(iv) with respect to such other matters as the directors consider relevant for the purposes of sections 62 to 67;

(b) prescribing the times at which and the manner in which any declarations required under clause (a) are to be submitted; and

(c) requiring any person desiring to have a transfer of a share to the person entered in the securities register of the corporation to submit such a declaration as may be required under this section in the case of a shareholder. R.S.O. 1990, c. L.25, s. 68 (1); 2001, c. 8, s. 83 (1, 2).

Where declaration pending

(2) Where under any by-law made under subsection (1), any declaration is required to be submitted by any shareholder or person in respect of the transfer of any share, the directors may prohibit the entry of the transfer in the securities register of the corporation until the required declaration has been submitted. R.S.O. 1990, c. L.25, s. 68 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 68 is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 83 (3). See: 2001, c. 8, ss. 83 (3), 183 (2).

Liability of directors, etc.

69. In determining any circumstances relevant to the performance of their duties under sections 62 to 67, the directors of a provincial corporation and any other person acting as proxy for a shareholder of the corporation may rely upon any statements made in any declaration made pursuant to a by-law made under subsection 68 (1) or they may rely upon their own knowledge of the circumstances and they are not liable in any action for anything done or omitted by them in good faith as a result of any conclusions drawn by them on the basis of the statements or knowledge. 2001, c. 8, s. 84 (1).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 69 is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 84 (2). See: 2001, c. 8, ss. 84 (2), 183 (2).

Shareholders liability limited

70. Except as otherwise provided in this Act, the shareholders of a provincial corporation are not, as shareholders, liable for any act, default, obligation or liability of the corporation. R.S.O. 1990, c. L.25, s. 70.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 70 is repealed by the Statutes of Ontario, 2001, chapter 8, section 85. See: 2001, c. 8, ss. 85, 183 (2).

Place of meetings

71. Subject to the by-laws, a meeting of shareholders of a provincial corporation shall be held at such place in Canada as the directors determine or, in the absence of such a determination, at its principal place of business. R.S.O. 1990, c. L.25, s. 71.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 71 is repealed by the Statutes of Ontario, 2001, chapter 8, section 85. See: 2001, c. 8, ss. 85, 183 (2).

Shareholders meeting

72. The directors of a provincial corporation,

(a) shall call an annual meeting of shareholders not later than three months after the corporation comes into existence and subsequently not later than three months after each fiscal year end of the corporation; and

(b) may call a special meeting of shareholders at any time. R.S.O. 1990, c. L.25, s. 72.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 72 is repealed by the Statutes of Ontario, 2001, chapter 8, section 85. See: 2001, c. 8, ss. 85, 183 (2).

Record date

73. (1) For the purpose of determining shareholders,

(a) entitled to receive payment of a dividend;

(b) entitled to participate in a liquidation or distribution; or

(c) for any other purpose except the right to receive notice of or to vote at a meeting,

the directors may fix in advance a date as the record date for such determination of shareholders, but the record date shall not precede by more than fifty days the particular action to be taken. R.S.O. 1990, c. L.25, s. 73 (1).

Idem

(2) For the purpose of determining shareholders entitled to receive notice of a meeting of shareholders, the directors may fix in advance a date as the record date for such determination of shareholders, but the record date shall not precede by more than fifty days or by less than twenty-one days the date on which the meeting is to be held. R.S.O. 1990, c. L.25, s. 73 (2).

Where no date fixed

(3) Where no record date is fixed,

(a) the record date for the determination of shareholders entitled to receive notice of a meeting of shareholders shall be,

(i) at the close of business on the day immediately preceding the day on which the notice is given, or

(ii) if no notice is given, the day on which the meeting is held; and

(b) the record date for the determination of shareholders for any purpose other than to establish a shareholder’s right to receive notice of a meeting or to vote shall be at the close of business on the day on which the directors pass the resolution therefor. R.S.O. 1990, c. L.25, s. 73 (3).

Notice of date

(4) If a record date is fixed, unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register of the corporation at the close of business on the day the directors fix the record date, notice thereof shall be given, not less than seven days before the date so fixed,

(a) by advertisement in a newspaper published or distributed in the place where the provincial corporation has its principal place of business and in each place in Canada where it has a transfer agent or where a transfer of its shares may be recorded; and

(b) by written notice to each stock exchange in Canada on which the shares of the corporation are listed for trading. R.S.O. 1990, c. L.25, s. 73 (4).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 73 is repealed by the Statutes of Ontario, 2001, chapter 8, section 85. See: 2001, c. 8, ss. 85, 183 (2).

Notice

74. (1) Notice of the time and place of a meeting of shareholders shall be sent, in the case of a provincial corporation that is an offering corporation, not less than twenty-one days and, in the case of any other provincial corporation, not less than ten days, but, in either case, not more than fifty days before the meeting to each shareholder entitled to vote at the meeting, to each director and to the auditor. R.S.O. 1990, c. L.25, s. 74 (1).

Idem

(2) A notice of a meeting is not required to be sent to shareholders who were not registered on the securities register of the provincial corporation on the date determined under subsection 73 (2) or (3), but failure to receive a notice does not deprive a shareholder of the right to vote at the meeting. R.S.O. 1990, c. L.25, s. 74 (2).

Adjournment

(3) If a meeting of shareholders is adjourned for less than thirty days, it is not necessary, unless the by-laws otherwise provide, to give notice of the adjourned meeting other than by announcement at the earliest meeting that is adjourned. R.S.O. 1990, c. L.25, s. 74 (3).

Idem

(4) If a meeting of shareholders is adjourned by one or more adjournments for an aggregate of thirty days or more, notice of the adjourned meeting shall be given as for an original meeting but, unless the meeting is adjourned by one or more adjournments for an aggregate of more than ninety days, section 111 of the Business Corporations Act, as incorporated into this Act by section 86, does not apply. R.S.O. 1990, c. L.25, s. 74 (4).

Special business

(5) All business transacted at a special meeting of shareholders and all business transacted at an annual meeting of shareholders, except consideration of the minutes of an earlier meeting, the financial statements and auditor’s report, election of directors and reappointment of the incumbent auditor, shall be deemed to be special business. R.S.O. 1990, c. L.25, s. 74 (5).

Idem

(6) Notice of a meeting of shareholders at which special business is to be transacted shall state or be accompanied by a statement of,

(a) the nature of that business in sufficient detail to permit the shareholder to form a reasoned judgment thereon; and

(b) the text of any special resolution or by-law to be submitted to the meeting. R.S.O. 1990, c. L.25, s. 74 (6).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 74 is repealed by the Statutes of Ontario, 2001, chapter 8, section 85. See: 2001, c. 8, ss. 85, 183 (2).

Shareholders meeting

75. Subject to this Act and the by-laws of a provincial corporation,

(a) all questions proposed for the consideration of the shareholders shall be determined by the majority of the votes cast and the chair presiding at the meeting shall not have a second or casting vote in case of an equality of votes;

(b) the chair presiding at a meeting of shareholders may, with the consent of the meeting and subject to subsections 74 (3) and (4) and to such conditions as the meeting decides, adjourn the meeting from time to time and from place to place; and

(c) the president or, in the president’s absence, a vice-president who is a director shall preside as chair at a meeting of shareholders, but, if there is no president or such a vice-president or if at a meeting none of them is present within fifteen minutes after the time appointed for the holding of the meeting, the shareholders present shall choose a person from their number to be the chair. R.S.O. 1990, c. L.25, s. 75.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 75 is repealed by the Statutes of Ontario, 2001, chapter 8, section 85. See: 2001, c. 8, ss. 85, 183 (2).

Waiving notice

76. A shareholder and any other person entitled to attend a meeting of shareholders of a provincial corporation may in any manner and at any time waive notice of a meeting of shareholders, and attendance of any such person at a meeting of shareholders is a waiver of notice of the meeting, except where the shareholder attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. R.S.O. 1990, c. L.25, s. 76.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 76 is repealed by the Statutes of Ontario, 2001, chapter 8, section 85. See: 2001, c. 8, ss. 85, 183 (2).

Proposal

77. (1) A shareholder of a provincial corporation entitled to vote at a meeting of shareholders may,

(a) submit to the corporation notice of a proposal; and

(b) discuss at the meeting any matter in respect of which the shareholder would have been entitled to submit a proposal. R.S.O. 1990, c. L.25, s. 77 (1).

Circulating proposal

(2) Where a provincial corporation receives notice of a proposal and the corporation solicits proxies, it shall set out the proposal in the management information circular required by section 112 of the Business Corporations Act, as incorporated into this Act by section 86, or it shall attach the proposal to the information circular. R.S.O. 1990, c. L.25, s. 77 (2).

Statement in support of proposal

(3) If so requested by a shareholder giving notice of a proposal, the provincial corporation shall include in the management information circular or attach thereto a statement by the shareholder of not more than two hundred words in support of the proposal along with the name and address of the shareholder. R.S.O. 1990, c. L.25, s. 77 (3).

Proposal may include nominations

(4) A proposal may include nominations for the election of directors if the proposal is signed by one or more holders of shares representing in the aggregate not less than 5 per cent of the shares or 5 per cent of the shares of a class or series of shares of the corporation entitled to vote at the meeting to which the proposal is to be presented, but this subsection does not preclude nominations being made at a meeting of shareholders. R.S.O. 1990, c. L.25, s. 77 (4).

Where subss. (2, 3) do not apply

(5) A provincial corporation is not required to comply with subsections (2) and (3) where,

(a) the proposal is not submitted to the corporation at least sixty days before the anniversary date of the last annual meeting, if the matter is proposed to be raised at an annual meeting, or at least sixty days before a meeting other than the annual meeting, if the matter is proposed to be raised at a meeting other than the annual meeting;

(b) it clearly appears that the proposal is submitted by the shareholder primarily for the purpose of enforcing a personal claim or redressing a personal grievance against the corporation or any of its directors, officers or security holders, or for a purpose that is not related in any significant way to the business or affairs of the corporation;

(c) the corporation, at the shareholder’s request, included a proposal in a management information circular relating to a meeting of shareholders held within two years preceding the receipt of the request, and the shareholder failed to present the proposal, in person or by proxy, at the meeting; or

(d) substantially the same proposal was submitted to shareholders in a management information circular or a dissident’s information circular relating to a meeting of shareholders held within two years preceding the receipt of the shareholder’s request and the proposal was defeated. R.S.O. 1990, c. L.25, s. 77 (5).

Where no liability

(6) No provincial corporation or person acting on its behalf incurs any liability by reason only of circulating a proposal or statement in compliance with this section. R.S.O. 1990, c. L.25, s. 77 (6).

Where refusal to circulate proposal

(7) Where a provincial corporation refuses to include a proposal in a management information circular, it shall, within ten days after receiving the proposal, send notice to the shareholder submitting the proposal of its intention to omit the proposal from the management information circular and send to the shareholder a statement of reasons for the refusal. R.S.O. 1990, c. L.25, s. 77 (7).

Application to Court

(8) Upon the application of a shareholder aggrieved by a provincial corporation’s refusal under subsection (7), the Ontario Court (General Division) may restrain the holding of the meeting to which the proposal is sought to be presented and make any further order it thinks fit. R.S.O. 1990, c. L.25, s. 77 (8).

Idem

(9) The provincial corporation or any person aggrieved by a proposal may apply to the Ontario Court (General Division) for an order permitting the provincial corporation to omit the proposal from the management information circular, and the court, if it is satisfied that subsection (5) applies, may make such order as it thinks fit. R.S.O. 1990, c. L.25, s. 77 (9).

Notice to Superintendent

(10) An applicant under subsection (8) or (9) shall give the Superintendent notice of the application and the Superintendent is entitled to appear and be heard in person or by counsel. R.S.O. 1990, c. L.25, s. 77 (10).

Definition

(11) In this section,

“proposal” means a matter that a shareholder entitled to vote proposes to raise at a meeting of shareholders. R.S.O. 1990, c. L.25, s. 77 (11).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 77 is repealed by the Statutes of Ontario, 2001, chapter 8, section 85. See: 2001, c. 8, ss. 85, 183 (2).

Lists of shareholders

78. (1) A provincial corporation shall prepare a list of shareholders entitled to receive notice of a meeting, arranged in alphabetical order and showing the number of shares held by each shareholder, which list shall be prepared,

(a) if a record date is fixed under subsection 73 (2), not later than ten days after such record date; or

(b) if no record date is fixed,

(i) at the close of business on the day immediately preceding the day on which notice is given, or

(ii) where no notice is given, on the day on which the meeting is held. R.S.O. 1990, c. L.25, s. 78 (1).

Entitlement to vote

(2) Subject to sections 59 to 67, where a provincial corporation fixes a record date under subsection 73 (2), a person named in the list prepared under clause (1) (a) is entitled to vote the shares shown opposite the person’s name at the meeting to which the list relates, except to the extent that,

(a) the person has transferred any of the shares after the record date; and

(b) the transferee of those shares,

(i) produces properly endorsed share certificates, or

(ii) otherwise establishes ownership of the shares,

and demands, not later than ten days before the meeting, or such shorter period before the meeting as the by-laws of the corporation may provide, that the transferee’s name be included in the list before the meeting,

in which case the transferee is entitled to vote those shares at the meeting. R.S.O. 1990, c. L.25, s. 78 (2).

Idem

(3) Subject to sections 59 to 67, where a provincial corporation does not fix a record date under subsection 73 (2), a person named in a list prepared under clause (1) (b) is entitled to vote the shares shown opposite the person’s name at the meeting to which the list relates, except to the extent that,

(a) the person has transferred any of the shares after the date on which the list prepared under clause (1) (b) was prepared; and

(b) the transferee of those shares,

(i) produces properly endorsed share certificates, or

(ii) otherwise establishes ownership of the shares,

and demands, not later than ten days before the meeting, or such shorter period before the meeting as the by-laws of the corporation may provide, that the transferee’s name be included in the list before the meeting,

in which case the transferee is entitled to vote those shares at the meeting. R.S.O. 1990, c. L.25, s. 78 (3).

Examination of list

(4) A shareholder of a provincial corporation may examine the list of shareholders,

(a) during usual business hours at the principal place of business of the corporation or at the place where its securities register is maintained; and

(b) at the meeting of shareholders for which the list was prepared. R.S.O. 1990, c. L.25, s. 78 (4).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 78 is repealed by the Statutes of Ontario, 2001, chapter 8, section 85. See: 2001, c. 8, ss. 85, 183 (2).

Quorum

79. (1) Unless the by-laws otherwise provide, the holders of a majority of the shares entitled to vote at a meeting of shareholders, whether present in person or represented by proxy, constitute a quorum. R.S.O. 1990, c. L.25, s. 79 (1).

Idem

(2) If a quorum is present at the opening of a meeting of shareholders, the shareholders present may, unless the by-laws otherwise provide, proceed with the business of the meeting even though a quorum is not present throughout the meeting. R.S.O. 1990, c. L.25, s. 79 (2).

Idem

(3) If a quorum is not present at the time appointed for a meeting of shareholders, or within such reasonable time thereafter as the shareholders present may determine, the shareholders present may adjourn the meeting to a fixed time and place but may not transact any other business. R.S.O. 1990, c. L.25, s. 79 (3).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 79 is repealed by the Statutes of Ontario, 2001, chapter 8, section 85. See: 2001, c. 8, ss. 85, 183 (2).

Voting rights

80. (1) Each share in a class of shares of a provincial corporation entitles the holder to one vote at all meetings of holders of that class of shares. R.S.O. 1990, c. L.25, s. 80 (1).

Representative

(2) Where a body corporate or association is a shareholder of a provincial corporation, the provincial 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 provincial corporation. R.S.O. 1990, c. L.25, s. 80 (2).

Idem

(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. 1990, c. L.25, s. 80 (3).

Joint shareholders

(4) Unless the by-laws otherwise provide, where two or more persons hold shares jointly, one of those holders present at a meeting of shareholders may in the absence of the others vote the shares, but if two or more of those persons are present, in person or by proxy, they shall vote as one on the shares jointly held by them. R.S.O. 1990, c. L.25, s. 80 (4).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 80 is repealed by the Statutes of Ontario, 2001, chapter 8, section 85. See: 2001, c. 8, ss. 85, 183 (2).

Method of voting

81. (1) 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. R.S.O. 1990, c. L.25, s. 81 (1).

Idem

(2) A shareholder or proxyholder may demand a ballot either before or after any vote by show of hands. R.S.O. 1990, c. L.25, s. 81 (2).

Entry in minutes

(3) Unless a ballot is demanded, an entry in the minutes of a meeting of shareholders to the effect that the chair declared a motion to be carried is admissible in evidence as proof, in the absence of evidence to the contrary, of the fact without proof of the number or proportion of the votes recorded in favour of or against the motion. R.S.O. 1990, c. L.25, s. 81 (3).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 81 is repealed by the Statutes of Ontario, 2001, chapter 8, section 85. See: 2001, c. 8, ss. 85, 183 (2).

Effect of signed resolutions

82. (1) Except for a resolution in relation to which a written statement is submitted by a director under subsection 96 (2) or in relation to which representations in writing are submitted by an auditor under subsection 113 (6),

(a) a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders; and

(b) a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of shareholders, and signed by all the shareholders entitled to vote at that meeting, satisfies all the requirements of this Act relating to that meeting of shareholders. R.S.O. 1990, c. L.25, s. 82 (1).

Copy of resolution kept with minutes

(2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the meeting of shareholders. R.S.O. 1990, c. L.25, s. 82 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 82 is repealed by the Statutes of Ontario, 2001, chapter 8, section 85. See: 2001, c. 8, ss. 85, 183 (2).

Requisition for shareholders meeting

83. (1) On notice to the Superintendent, the holders of not less than 5 per cent of the issued shares of a provincial corporation that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition. R.S.O. 1990, c. L.25, s. 83 (1).

Idem

(2) The requisition referred to in subsection (1) shall state the business to be transacted at the meeting and shall be sent to the principal place of business of the corporation. R.S.O. 1990, c. L.25, s. 83 (2).

Duty of directors to call meeting

(3) Upon receiving the requisition referred to in subsection (1), the directors shall call a meeting of shareholders to transact the business stated in the requisition unless,

(a) a record date has been fixed under subsection 73 (2) and notice thereof has been given under subsection 73 (4);

(b) the directors have called a meeting of shareholders and have given notice thereof under section 74; or

(c) the business of the meeting as stated in the requisition includes matters described in clauses 77 (5) (b), (c) and (d). R.S.O. 1990, c. L.25, s. 83 (3).

Where requisitioner may call meeting

(4) Subject to subsection (3), if the directors do not within twenty-one days after receiving the requisition referred to in subsection (1) call a meeting, any shareholder who signed the requisition may call a meeting. R.S.O. 1990, c. L.25, s. 83 (4).

Calling of meeting

(5) A meeting called under this section shall be called as nearly as possible in the manner in which meetings are to be called under the by-laws and this Part. R.S.O. 1990, c. L.25, s. 83 (5).

Repayment of expenses

(6) The provincial corporation shall reimburse the shareholders for the expenses reasonably incurred by them in requisitioning, calling and holding the meeting unless the shareholders have not acted in good faith and in the interest of the shareholders of the corporation generally. R.S.O. 1990, c. L.25, s. 83 (6).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 83 is repealed by the Statutes of Ontario, 2001, chapter 8, section 85. See: 2001, c. 8, ss. 85, 183 (2).

Requisition to Court

84. (1) If for any reason it is impracticable to call a meeting of shareholders of a provincial corporation in the manner in which meetings of those shareholders may be called or to conduct the meeting in the manner prescribed by the by-laws and this Act, or if for any other reason the Ontario Court (General Division) thinks fit, the court, upon the application of a director or a shareholder entitled to vote at the meeting, may order a meeting to be called, held and conducted in such manner as the court directs and upon such terms as to security for the costs of holding the meeting or otherwise as the court considers appropriate. R.S.O. 1990, c. L.25, s. 84 (1).

Idem

(2) Without restricting the generality of subsection (1), the court may order that the quorum required by the by-laws or this Act be varied or dispensed with at a meeting called, held and conducted under this section. R.S.O. 1990, c. L.25, s. 84 (2).

Effect of meeting

(3) A meeting called, held and conducted under this section is for all purposes a meeting of shareholders of the provincial corporation duly called, held and conducted. R.S.O. 1990, c. L.25, s. 84 (3).

Notice to Superintendent

(4) A person applying under subsection (1) shall give notice of the application to the Superintendent before the hearing and shall deliver a copy of the court’s order, if any, to the Superintendent. R.S.O. 1990, c. L.25, s. 84 (4).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 84 is repealed by the Statutes of Ontario, 2001, chapter 8, section 85. See: 2001, c. 8, ss. 85, 183 (2).

Application to court re: directors and auditors

85. (1) A shareholder or director of a provincial corporation or the corporation may apply to the Ontario Court (General Division) to determine any controversy with respect to an election or appointment of a director or auditor of the corporation. R.S.O. 1990, c. L.25, s. 85 (1).

Notice to Superintendent

(2) A person applying under subsection (1) shall give notice of the application to the Superintendent before the hearing and shall deliver a copy of the court’s order, if any, to the Superintendent. R.S.O. 1990, c. L.25, s. 85 (2).

Notice of orders

(3) Upon an application under this section, the court may make any order it considers appropriate including, without limiting the generality of the foregoing,

(a) an order restraining a director or auditor whose election or appointment is challenged from acting pending determination of the dispute;

(b) an order declaring the result of the disputed election or appointment;

(c) an order requiring a new election or appointment and including in the order directions for the management of the business and affairs of the corporation until a new election is held or appointment made; and

(d) an order determining the voting rights of shareholders and of persons claiming to own shares. R.S.O. 1990, c. L.25, s. 85 (3).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 85 is repealed by the Statutes of Ontario, 2001, chapter 8, section 85. See: 2001, c. 8, ss. 85, 183 (2).

Proxies

86. Part VIII of the Business Corporations Act and the regulations made under that Act in relation to that Part apply with necessary modifications to every provincial corporation as if it were a corporation incorporated under that Act. R.S.O. 1990, c. L.25, s. 86.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 86 is repealed by the Statutes of Ontario, 2001, chapter 8, section 85. See: 2001, c. 8, ss. 85, 183 (2).

PART VI
DIRECTORS AND OFFICERS

Directors’ duties

87. The directors shall manage or supervise the management of the business and affairs of a provincial corporation. R.S.O. 1990, c. L.25, s. 87.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 87 is repealed by the Statutes of Ontario, 2001, chapter 8, section 85. See: 2001, c. 8, ss. 85, 183 (2).

By-laws and resolutions

Resolutions

88. (1) The concurrence of a majority of the directors present at a meeting of the directors is necessary to pass any resolution. R.S.O. 1990, c. L.25, s. 88 (1).

By-law by resolution

(2) Unless the instrument of incorporation, this Act or the by-laws otherwise provide, the directors, by resolution, may make, amend or repeal any by-law that regulates the business or affairs of a provincial corporation. R.S.O. 1990, c. L.25, s. 88 (2).

Confirmation by shareholders

(3) Where a by-law is made, amended or repealed under subsection (2), the directors shall submit the by-law, amendment or repeal to the shareholders at the next meeting of shareholders, and the shareholders shall confirm, reject or amend the by-law, amendment or repeal. R.S.O. 1990, c. L.25, s. 88 (3).

Effective date

(4) Where a by-law is made, amended or repealed under subsection (2), the by-law, amendment or repeal is effective from the date of the resolution of the directors until it is confirmed, confirmed as amended or rejected by the shareholders under subsection (3) or until it ceases to be effective under subsection (5) and, where the by-law is confirmed or confirmed as amended, it continues in effect in the form in which it was so confirmed. R.S.O. 1990, c. L.25, s. 88 (4).

Rejection, etc.

(5) If a by-law or an amendment or repeal of a by-law is rejected by the shareholders, or if the directors do not submit the by-law, amendment or repeal to the shareholders as required under subsection (3), the by-law, amendment or repeal ceases to be effective on the date of such rejection or on the date of the meeting of shareholders at which it should have been submitted, as the case may be, and no subsequent resolution of the directors to make, amend or repeal a by-law having substantially the same purpose or effect is effective until it is confirmed or confirmed as amended by the shareholders. R.S.O. 1990, c. L.25, s. 88 (5); 1997, c. 19, s. 13 (4).

By-law re shareholder proposal

(6) If a shareholder proposal to make, amend or repeal a by-law is made in accordance with section 77 and is adopted by shareholders at a meeting, the by-law, amendment or repeal is effective from the date of its adoption and requires no further confirmation. R.S.O. 1990, c. L.25, s. 88 (6).

By-law need not be so described

(7) A by-law need not be described as a by-law in a resolution referred to in this section. R.S.O. 1990, c. L.25, s. 88 (7).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 88 is repealed by the Statutes of Ontario, 2001, chapter 8, section 86. See: 2001, c. 8, ss. 86, 183 (2).

Board of directors

89. (1) A provincial corporation shall have at least five directors. R.S.O. 1990, c. L.25, s. 89 (1).

Outside directors

(2) At least one-half of the directors of a provincial corporation shall be outside directors. R.S.O. 1990, c. L.25, s. 89 (2).

Idem

(3) For the purposes of this Part, an individual is not eligible to be an outside director if,

(a) the individual holds more than 5 per cent of the voting shares of the corporation or of any of its affiliates;

(b) the individual is an officer or employee of the corporation or any of its affiliates or has been an officer or employee of the corporation or any of its affiliates within two years of the date on which he or she would become or became a director;

(c) the individual is a spouse or child of an individual described in clause (a) or (b); or

(d) the individual is a relative of an individual described in clause (a) or (b) or a relative of the spouse of an individual described in clause (a) or (b) and has the same home as the individual described in clause (a) or (b) or as the spouse of an individual described in clause (a) or (b). R.S.O. 1990, c. L.25, s. 89 (3); 1999, c. 6, s. 34 (4); 2005, c. 5, s. 38 (7).

Citizenship

(4) The majority of directors of a provincial corporation shall be resident Canadian citizens. R.S.O. 1990, c. L.25, s. 89 (4).

Change in number of directors

(5) A provincial corporation may by special resolution increase or decrease the number of its directors but no decrease in the number of directors shall shorten the term of an incumbent director or reduce the number of directors to fewer than five. R.S.O. 1990, c. L.25, s. 89 (5).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 89 is repealed by the Statutes of Ontario, 2001, chapter 8, section 87. See: 2001, c. 8, ss. 87, 183 (2).

Director disqualification

90. The following persons are disqualified from being a director of a provincial corporation:

1. A person who is not an individual.

2. An individual who is less than eighteen years of age.

3. An individual who is of unsound mind and who has been so found by a court in Canada or elsewhere.

4. An individual who has the status of bankrupt.

5. An individual who is a director of a corporation not affiliated with the corporation of which the individual wishes to become a director. R.S.O. 1990, c. L.25, s. 90.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 90 is repealed by the Statutes of Ontario, 2001, chapter 8, section 88. See: 2001, c. 8, ss. 88, 183 (2).

Holding shares

91. Unless the instrument of incorporation or the by-laws otherwise provide, a director of a provincial corporation is not required to hold shares issued by the corporation. R.S.O. 1990, c. L.25, s. 91.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 91 is repealed by the Statutes of Ontario, 2001, chapter 8, section 88. See: 2001, c. 8, ss. 88, 183 (2).

Directors

92. (1) Each director named in the instrument of incorporation of a provincial corporation shall hold office from the date of issue of the instrument until the first meeting of shareholders following the issue of the instrument. R.S.O. 1990, c. L.25, s. 92 (1).

Election

(2) The shareholders of a provincial corporation shall elect, at the first meeting of shareholders and at each succeeding annual meeting, directors to hold office for a term expiring not later than the close of the next annual meeting of shareholders following the election. R.S.O. 1990, c. L.25, s. 92 (2).

Term of a director

(3) A director ceases to hold office at the close of the first annual meeting of shareholders following the director’s election. R.S.O. 1990, c. L.25, s. 92 (3).

Idem

(4) Despite this section, if directors are not elected at a meeting of shareholders, the incumbent directors continue in office until their successors are elected. R.S.O. 1990, c. L.25, s. 92 (4).

Failure to elect

(5) If a meeting of shareholders fails to elect the number of directors required by the by-laws or by subsection 89 (1) by reason of the disqualification, incapacity or death of one or more candidates, the directors elected at that meeting, if they constitute a quorum, may exercise all the powers of the directors of the provincial corporation pending the holding of a meeting of shareholders in accordance with subsection 97 (2). R.S.O. 1990, c. L.25, s. 92 (5).

Notice to Superintendent

(6) Upon the election of a director, notice of such election shall be given to the Superintendent in the form approved by the Superintendent. R.S.O. 1990, c. L.25, s. 92 (6); 1997, c. 19, s. 13 (2); 1999, c. 12, Sched. I, s. 5 (3).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 92 is repealed by the Statutes of Ontario, 2001, chapter 8, section 89. See: 2001, c. 8, ss. 89, 183 (2).

Cumulative voting

93. Where the by-laws provide for cumulative voting,

(a) each shareholder entitled to vote at an election of directors has the right to cast a number of votes equal to the number of votes attached to the shares held by the shareholder multiplied by the number of directors to be elected, and may cast all such votes in favour of one candidate or distribute them among the candidates in any manner;

(b) a separate vote of shareholders shall be taken with respect to each candidate nominated for director unless a resolution is passed unanimously permitting two or more persons to be elected by a single resolution;

(c) if a shareholder has voted for more than one candidate without specifying the distribution of votes among the candidates, the shareholder is deemed to have distributed the votes equally among the candidates;

(d) if the number of candidates nominated for director exceed the number of positions to be filled, the candidates who receive the least number of votes shall be eliminated until the number of candidates remaining equals the number of positions to be filled;

(e) a director may not be removed from office if the votes cast against removal would be sufficient to elect a director if they were voted cumulatively at an election at which the same total number of votes were cast and the number of directors required by the by-laws were being elected; and

(f) the number of directors required by the by-laws may not be decreased if the votes cast against the motion to decrease would be sufficient to elect a director if they were voted cumulatively at an election at which the same total number of votes were cast and the number of directors required by the by-laws were being elected. R.S.O. 1990, c. L.25, s. 93.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 93 is repealed by the Statutes of Ontario, 2001, chapter 8, section 90. See: 2001, c. 8, ss. 90, 183 (2).

When director ceases to hold office

94. (1) A director of a provincial corporation ceases to hold office upon,

(a) death or resignation;

(b) removal under section 95; or

(c) becoming disqualified under section 90. R.S.O. 1990, c. L.25, s. 94 (1).

Resignation

(2) A resignation of a director becomes effective at the time a written resignation is received by the provincial corporation or at the time specified in the resignation, whichever is later. R.S.O. 1990, c. L.25, s. 94 (2).

Notice to Superintendent

(3) Upon receipt of the resignation of a director, the provincial corporation shall deliver notice to the Superintendent of the resignation together with a copy of any statement made under subsection 96 (2) or (3). R.S.O. 1990, c. L.25, s. 94 (3).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 94 is repealed by the Statutes of Ontario, 2001, chapter 8, section 90. See: 2001, c. 8, ss. 90, 183 (2).

Removal of directors

95. (1) Subject to clause 93 (e), the shareholders of a provincial corporation may by resolution at an annual or special meeting remove any director from office. R.S.O. 1990, c. L.25, s. 95 (1).

Idem

(2) Where the holders of any class or series of shares of a corporation have an exclusive right to elect one or more directors, a director so elected may only be removed by resolution at a meeting of the shareholders of that class or series. R.S.O. 1990, c. L.25, s. 95 (2).

Idem

(3) Subject to clauses 93 (a) to (d), a vacancy created by the removal of a director may be filled at the meeting of the shareholders at which the director is removed or, if not so filled, may be filled under section 97. R.S.O. 1990, c. L.25, s. 95 (3).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 95 is repealed by the Statutes of Ontario, 2001, chapter 8, section 90. See: 2001, c. 8, ss. 90, 183 (2).

Notice to director

96. (1) A director of a provincial corporation is entitled to receive notice of and to attend and be heard at every meeting of shareholders. R.S.O. 1990, c. L.25, s. 96 (1).

Reasons for resignation

(2) A director of a provincial corporation who,

(a) resigns;

(b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing him or her from office; or

(c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed or elected to fill the office of director, whether because of the resignation or removal of the director or because the director’s term of office has expired or is about to expire,

may submit to the corporation a written statement giving the reasons for the resignation or the reasons, if any, why he or she opposes any proposed action or resolution, as the case may be. R.S.O. 1990, c. L.25, s. 96 (2).

Idem

(3) Where a director of a provincial corporation resigns because he or she disagrees with an action or omission of the board of directors or of the management of the corporation and,

(a) the director knows or believes that as a result of the action or omission the corporation or any shareholder, director, officer or employee of the corporation is or will be in contravention of this Act, the Securities Act or the Criminal Code (Canada) or legislation of another jurisdiction that is comparable to this Act or the Securities Act; or

(b) the director knows or believes that as a result of the action or omission there has been or will be a change in the circumstances of the corporation that might materially and adversely affect the financial position of the corporation,

the director shall submit to the corporation a written statement giving the reasons for the resignation. R.S.O. 1990, c. L.25, s. 96 (3).

Distribution of statement

(4) Upon receiving a statement under subsection (2), the 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. R.S.O. 1990, c. L.25, s. 96 (4).

No liability

(5) No corporation or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (4). R.S.O. 1990, c. L.25, s. 96 (5).

Idem

(6) A person who in good faith makes a statement under subsection (3) shall not be liable in any civil action arising out of the statement. R.S.O. 1990, c. L.25, s. 96 (6).

Notice to Superintendent

(7) A director who resigns as director of a provincial corporation shall forthwith give notice to the Superintendent of the resignation and a copy of any written statement given under this section. R.S.O. 1990, c. L.25, s. 96 (7).

Additional information

(8) Forthwith upon receipt of the written request of the Superintendent, a director who gives a notice under subsection (7) shall provide the Superintendent with such information related to the resignation as is set out in the request. R.S.O. 1990, c. L.25, s. 96 (8).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 96 is repealed by the Statutes of Ontario, 2001, chapter 8, section 90. See: 2001, c. 8, ss. 90, 183 (2).

Vacancies

97. (1) Subject to subsections (3) and (4), a quorum of directors may fill a vacancy among the directors, except a vacancy resulting from,

(a) an increase in the number of directors; or

(b) a failure to elect the number of directors required to be elected at any meeting of shareholders. R.S.O. 1990, c. L.25, s. 97 (1).

Election to make quorum

(2) If there is not a quorum of directors, or if there has been a failure to elect the number of directors required by the by-laws or by subsection 89 (1), the directors then in office shall forthwith call a special meeting of shareholders to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any shareholder. R.S.O. 1990, c. L.25, s. 97 (2).

Election by class of shareholders

(3) Where the holders of any class or series of shares of a provincial corporation have an exclusive right to elect one or more directors and a vacancy occurs among those directors,

(a) subject to subsection (4), the remaining directors elected by that class or series may fill the vacancy except a vacancy resulting from an increase in the number of directors for that class or series or from a failure to elect the number of directors for that class or series; or

(b) if there are no such remaining directors, any holder of shares of that class or series may call a meeting of the holders thereof for the purpose of filling the vacancy. R.S.O. 1990, c. L.25, s. 97 (3).

No quorum

(4) The by-laws may provide that a vacancy among the directors shall only be filled by a vote of the shareholders, or by a vote of the holders of any class or series of shares having an exclusive right to elect one or more directors if the vacancy occurs among the directors elected by that class or series. R.S.O. 1990, c. L.25, s. 97 (4).

Term

(5) A director appointed or elected to fill a vacancy holds office for the unexpired term of the director’s predecessor. R.S.O. 1990, c. L.25, s. 97 (5).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 97 is repealed by the Statutes of Ontario, 2001, chapter 8, section 90. See: 2001, c. 8, ss. 90, 183 (2).

Director’s fitness

98. (1) The election or appointment of a person to the board of directors of a provincial corporation does not take effect until the corporation has satisfied the Superintendent that the person is fit, both as to character and competence, to be a director of a corporation and the Superintendent has approved the election or appointment of the person as a director. R.S.O. 1990, c. L.25, s. 98 (1).

Information

(2) The Superintendent may require a corporation to provide such information, material and evidence as the Superintendent may consider necessary to decide the fitness of a person to be a director. R.S.O. 1990, c. L.25, s. 98 (2).

Deemed approval

(3) If the Superintendent does not notify a corporation, within thirty days of being asked to approve the appointment or election of a proposed director, that he or she is satisfied that the proposed director is fit to be a director or give notice of the time and place of a hearing on the matter, he or she shall be deemed to be satisfied as to the person’s fitness to be a director. R.S.O. 1990, c. L.25, s. 98 (3).

Non-application

(4) Subsections (1) to (3) do not apply,

(a) to a person who on the 5th day of April, 1988 was a director of a corporation so long as he or she remains a director of the corporation; or

(b) to a person who has been approved under this section so long as he or she remains a director of the corporation. R.S.O. 1990, c. L.25, s. 98 (4).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 98 is repealed by the Statutes of Ontario, 2001, chapter 8, section 90. See: 2001, c. 8, ss. 90, 183 (2).

Board meetings

99. (1) Where the by-laws of a provincial corporation so provide, a meeting of its board of directors may be held at any place within Canada and otherwise shall be held at its principal place of business. R.S.O. 1990, c. L.25, s. 99 (1).

Minimum number of meetings

(2) The board of directors shall meet at least five times in each year. R.S.O. 1990, c. L.25, s. 99 (2).

Quorum

(3) Subject to the by-laws and subsection (4), a majority of the number of directors required by the by-laws constitutes a quorum at any meeting of directors, but in no case shall a quorum be less than two-fifths of the number of directors, of which one must be an outside director. R.S.O. 1990, c. L.25, s. 99 (3).

Idem

(4) Subject to the instrument of incorporation or by-laws, where there is a vacancy or vacancies in the board of directors, the remaining directors may exercise all the powers of the board so long as a quorum of the board remains in office. R.S.O. 1990, c. L.25, s. 99 (4).

Calling meeting of directors

(5) In addition to any other provision in the by-laws of a provincial corporation for calling meetings of directors, a quorum of the directors may, at any time, call a meeting of the directors for the transaction of any business the general nature of which is specified in the notice calling the meeting. R.S.O. 1990, c. L.25, s. 99 (5).

Notice

(6) Subject to the by-laws of the provincial corporation, notice of the time and place for the holding of the meeting called under subsection (5) shall be given to each director of the corporation by sending the notice ten days or more before the date of the meeting to the last address of the director as shown on the records of the corporation. R.S.O. 1990, c. L.25, s. 99 (6).

Waiver of notice

(7) A director may in any manner and at any time waive a notice of a meeting of directors and attendance of a director at a meeting of directors is a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. R.S.O. 1990, c. L.25, s. 99 (7).

Adjourned meeting

(8) Notice of an adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting is announced at the original meeting. R.S.O. 1990, c. L.25, s. 99 (8).

Meeting by telephone, etc.

(9) Unless the by-laws otherwise provide, if all the directors of a corporation present at or participating in the meeting consent, a meeting of directors or of a committee of directors may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a director participating in such a meeting by such means is deemed for the purposes of this Act to be present at that meeting. R.S.O. 1990, c. L.25, s. 99 (9).

Place of meeting by telephone

(10) If a majority of the directors participating in a meeting held under subsection (9) is then in Canada, the meeting shall be deemed to have been held in Canada. R.S.O. 1990, c. L.25, s. 99 (10).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 99 is repealed by the Statutes of Ontario, 2001, chapter 8, section 90. See: 2001, c. 8, ss. 90, 183 (2).

Executive committee

100. (1) The shareholders of a provincial corporation, by special resolution and subject to subsection (2), may authorize the directors to delegate any of their powers to an executive committee consisting of not fewer than three to be appointed by the directors from their number and at least one member of the executive committee shall be an outside director. R.S.O. 1990, c. L.25, s. 100 (1).

Limitations on authority

(2) No executive committee has authority to,

(a) submit to the shareholders any question or matter requiring the approval of the shareholders;

(b) fill a vacancy among the directors or the members of the audit committee, the investment committee or the approvals committee or in the office of auditor or appoint or remove the chief operating officer, however designated, the chief executive officer, however designated, the chief financial officer, however designated, the chair of the board or the president of the corporation;

(c) issue securities except in the manner and on the terms authorized by the directors;

(d) declare dividends;

(e) purchase, redeem or otherwise acquire shares issued by the corporation;

(f) pay a commission referred to in section 53;

(g) approve a management information circular;

(h) approve a take-over bid circular, directors’ circular, or issuer bid circular or any amendment to any such circular referred to in Part XX of the Securities Act;

(i) approve any financial statements under subsection 120 (1);

(j) adopt, amend or repeal by-laws;

(k) approve any item requiring approval of the board of directors under Part IX; or

(l) approve the written procedures described in section 154. R.S.O. 1990, c. L.25, s. 100 (2).

Further limitation

(3) No business shall be transacted by an executive committee unless at least one outside director is present at the meeting. R.S.O. 1990, c. L.25, s. 100 (3).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 100 is repealed by the Statutes of Ontario, 2001, chapter 8, section 90. See: 2001, c. 8, ss. 90, 183 (2).

Chair

101. (1) The directors of a provincial corporation shall elect from among themselves a chair of the board. R.S.O. 1990, c. L.25, s. 101 (1).

Delegation of powers to officers

(2) The directors,

(a) may designate the offices of the corporation and may appoint officers to those offices and specify their duties; and

(b) may delegate to the officers of the corporation the power to manage the business and affairs of the corporation. R.S.O. 1990, c. L.25, s. 101 (2).

Idem

(3) The directors shall not delegate to the officers of the corporation any power that, under subsection 100 (2), cannot be exercised by an executive committee. R.S.O. 1990, c. L.25, s. 101 (3).

Qualifications

(4) Where the regulations prescribe qualifications for appointment as an officer, the directors shall not appoint a person who does not have those qualifications. R.S.O. 1990, c. L.25, s. 101 (4).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 101 is repealed by the Statutes of Ontario, 2001, chapter 8, section 90. See: 2001, c. 8, ss. 90, 183 (2).

Delegation of fiduciary powers

102. (1) Despite any law related to fiduciaries, the shareholders of a provincial trust corporation, by special resolution, may authorize the directors to delegate to the chief executive officer any powers of the corporation under a deed, will or other document creating a trust and such a delegation may authorize the chief executive officer to further delegate any such powers to any other officer or officers of the corporation. R.S.O. 1990, c. L.25, s. 102 (1).

Effect of exercise of power

(2) The exercise of a power by a person to whom it is delegated under subsection (1) constitutes an exercise of the power by the corporation. R.S.O. 1990, c. L.25, s. 102 (2).

Written procedures

(3) Before any powers are delegated pursuant to a special resolution described in subsection (1), the corporation shall establish written procedures related to the exercise of the powers by a delegate. R.S.O. 1990, c. L.25, s. 102 (3).

Development of procedures

(4) The procedures referred to in subsection (3) shall be developed by the investment committee of the board of directors of the corporation and shall be reviewed at least once each year by the investment committee. R.S.O. 1990, c. L.25, s. 102 (4).

Idem

(5) The investment committee shall report on its review under subsection (4) and shall give its recommendations, if any, with respect to the procedures referred to in subsection (3) to the board of directors. R.S.O. 1990, c. L.25, s. 102 (5).

Approval by board

(6) The procedures referred to in subsection (3) shall be subject to the approval of the board of directors and the board, upon receipt of any recommendation from the investment committee, shall review such procedures and make such changes as may be necessary. R.S.O. 1990, c. L.25, s. 102 (6).

Extra-provincial corporation

(7) This section also applies to an extra-provincial trust corporation with respect to the delegation of powers under any deed, will or other document creating a trust governed by the law of Ontario if the corporation is not prevented by the law of the jurisdiction in which it is incorporated from making such a delegation. R.S.O. 1990, c. L.25, s. 102 (7).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 102 is repealed by the Statutes of Ontario, 2001, chapter 8, section 91. See: 2001, c. 8, ss. 91, 183 (2).

Audit and investment committees

103. (1) The directors of a provincial corporation shall appoint from their number an audit committee and an investment committee which committees shall fulfil such duties as are required by this Act and as are prescribed by the regulations. R.S.O. 1990, c. L.25, s. 103 (1).

Idem

(2) Each committee appointed under subsection (1) shall consist of at least three members and a majority of the members shall be outside directors. R.S.O. 1990, c. L.25, s. 103 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 103 is repealed by the Statutes of Ontario, 2001, chapter 8, section 92. See: 2001, c. 8, ss. 92, 183 (2).

Acts not invalid

104. An act done by the board of directors or by an officer is not invalid by reason only of any defect that is thereafter discovered in the appointment, election or qualification of any of the directors or of the officer. R.S.O. 1990, c. L.25, s. 104.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 104 is repealed by the Statutes of Ontario, 2001, chapter 8, section 92. See: 2001, c. 8, ss. 92, 183 (2).

Resolutions

105. (1) A resolution, signed by all the directors entitled to vote on that resolution at a meeting of directors or a committee of directors, is as valid as if it had been passed at a meeting of directors or a committee of directors. R.S.O. 1990, c. L.25, s. 105 (1).

Idem

(2) A copy of every resolution passed under subsection (1) shall be kept with the minutes of the proceedings of the directors or committee of directors. R.S.O. 1990, c. L.25, s. 105 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 105 is repealed by the Statutes of Ontario, 2001, chapter 8, section 92. See: 2001, c. 8, ss. 92, 183 (2).

Liability

106. (1) Directors of a provincial corporation who vote for or consent to a resolution authorizing the issue of a share for a consideration other than money are jointly and severally liable to the corporation to make good any amount by which the consideration received is less than the fair equivalent of the money that the corporation would have received if the share had been issued for money on the date of the resolution. R.S.O. 1990, c. L.25, s. 106 (1).

Idem

(2) Directors of a provincial corporation who vote for or consent to a resolution authorizing,

(a) any investment or transaction contrary to Part IX;

(b) a purchase, redemption or other acquisition of shares contrary to section 47 or 48;

(c) a reduction in the stated capital of the corporation contrary to section 50;

(d) a commission contrary to section 53;

(e) a payment of a dividend contrary to section 54;

(f) a payment of an indemnity contrary to section 110;

(g) a payment to a shareholder contrary to an order under section 211; or

(h) any other payment to a shareholder, director or officer the effect of which is to reduce the capital base of the corporation to an amount that is less than that required under this Act,

are jointly and severally liable to restore to the corporation any amounts so distributed or paid and not otherwise recovered by it. R.S.O. 1990, c. L.25, s. 106 (2).

Joint liability

(3) A director who has satisfied a judgment rendered under this section is entitled to contribution from the other directors who voted for or consented to the unlawful act upon which the judgment was founded. R.S.O. 1990, c. L.25, s. 106 (3).

Application to Court

(4) A director found liable under this section is entitled to apply to the Ontario Court (General Division) 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 Part IX, section 47, 48, 50, 53, 54 or 110 or an order made under section 211. R.S.O. 1990, c. L.25, s. 106 (4).

Idem

(5) Where an application is made under subsection (4), the court may, if it is satisfied that it is equitable to do so,

(a) order a shareholder or other recipient to pay or deliver to a director any money or property that was paid or distributed to the shareholder or other recipient contrary to Part IX or section 47, 48, 50, 53, 54 or 110 or an order made under section 211;

(b) order a corporation to return or issue shares to a person from whom the corporation has purchased, redeemed or otherwise acquired shares; or

(c) make any further order it thinks fit. R.S.O. 1990, c. L.25, s. 106 (5).

Limitation period

(6) No action under subsection (1) or (2) shall be commenced in any court more than two years after the facts upon which the action is based first came to the attention of the plaintiff. R.S.O. 1990, c. L.25, s. 106 (6).

Defence

(7) A director is not liable under this section or under section 108 in respect of anything done in reliance on a report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to the report, if the director acts in good faith, with reasonable grounds and after reasonable investigation. R.S.O. 1990, c. L.25, s. 106 (7).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 106 is repealed by the Statutes of Ontario, 2001, chapter 8, section 92. See: 2001, c. 8, ss. 92, 183 (2).

Liability for wages

107. (1) The directors of a provincial corporation are jointly and severally liable to the employees of the corporation for all debts not exceeding six months’ wages that become payable while they are directors for services performed for the provincial corporation and for the vacation pay accrued while they are directors for not more than twelve months under the Employment Standards Act, and the regulations thereunder or under any collective agreement made by the provincial corporation. R.S.O. 1990, c. L.25, s. 107 (1).

Limitation

(2) A director is liable under subsection (1) only if,

(a) the director is sued while a director or within six months after ceasing to be a director; and

(b) the action against the director is commenced within six months after the debt became payable, and

(i) the corporation is sued in the action against the director and execution against the corporation is returned unsatisfied in whole or in part, or

(ii) before or after the action is commenced the corporation is deemed insolvent and is ordered to be wound up under the Winding-Up Act (Canada). R.S.O. 1990, c. L.25, s. 107 (2).

Idem

(3) Where execution referred to in clause (2) (b) has issued, the amount recoverable from a director is the amount remaining unsatisfied after execution. R.S.O. 1990, c. L.25, s. 107 (3).

Rights of director who pays debt

(4) Where a director pays a debt under subsection (1), the director is entitled to any preference that the employee would have been entitled to under the Winding-Up Act (Canada), and, where a judgment has been obtained, the director is entitled to an assignment of the judgment. R.S.O. 1990, c. L.25, s. 107 (4).

Contribution

(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. R.S.O. 1990, c. L.25, s. 107 (5).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 107 is repealed by the Statutes of Ontario, 2001, chapter 8, section 92. See: 2001, c. 8, ss. 92, 183 (2).

Standard of care

Definitions

108. (1) For the purpose of this section,

“director” or “officer” includes a person acting in a capacity similar to, or performing functions of, a director or officer. R.S.O. 1990, c. L.25, s. 108 (1).

Standard of care

(2) Every director and officer of a provincial corporation in exercising his or her powers and in discharging his or her duties,

(a) shall act honestly and in good faith with a view to the best interests of the corporation as a whole; and

(b) shall exercise the care, diligence and skill of a reasonably prudent director or officer, as the case may be, under comparable circumstances. R.S.O. 1990, c. L.25, s. 108 (2).

Idem

(3) In considering whether a particular transaction or course of action is in the best interests of the provincial corporation as a whole, a director or officer shall have due regard to the interests of the depositors, as well as the shareholders of the corporation and, in the case of a trust corporation, shall also have due regard to the interests of the persons for whom it acts in a fiduciary capacity. R.S.O. 1990, c. L.25, s. 108 (3).

Duty to comply with Act

(4) Every director and officer of a provincial corporation shall comply with this Act and the regulations and the corporation’s instrument of incorporation and by-laws. R.S.O. 1990, c. L.25, s. 108 (4).

Cannot contract out of liability

(5) No provision in a contract, the instrument of incorporation or the by-laws or a resolution relieves a director or officer of a provincial corporation from the duty to act in accordance with this Act and the regulations or relieves the director or officer from liability for a breach thereof. R.S.O. 1990, c. L.25, s. 108 (5).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 108 is repealed by the Statutes of Ontario, 2001, chapter 8, section 93. See: 2001, c. 8, ss. 93, 183 (2).

Consent of director at meeting

109. (1) A director who is present at a meeting of directors or committee of directors shall be deemed to have consented to any resolution passed or action taken thereat unless,

(a) the director’s dissent is entered in the minutes of the meeting;

(b) the director requests that a dissent be entered in the minutes of the meeting;

(c) the director sends a written dissent to the secretary of the meeting before the meeting is terminated; or

(d) the director sends a dissent by registered mail or delivers it to the principal place of business of the corporation immediately after the meeting is terminated. R.S.O. 1990, c. L.25, s. 109 (1).

Idem

(2) A director who votes for or consents to a resolution is not entitled to dissent under subsection (1). R.S.O. 1990, c. L.25, s. 109 (2).

Idem

(3) A director who was not present at a meeting at which a resolution was passed or action taken is deemed to have consented thereto unless within seven days after becoming aware of the resolution or action the director sends a dissent by registered mail or delivers it to the principal place of business of the corporation and requests that the dissent be entered in the minutes of the next meeting. R.S.O. 1990, c. L.25, s. 109 (3).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 109 is repealed by the Statutes of Ontario, 2001, chapter 8, section 94. See: 2001, c. 8, ss. 94, 183 (2).

Indemnification

110. (1) A provincial corporation may indemnify a person who is a director or officer of the corporation or a former director or officer of the corporation or a person who acts or acted at the corporation’s request as a director or officer of a body corporate of which the corporation is or was a shareholder or creditor or for which the corporation acted in a fiduciary capacity, and the person’s heirs and personal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by or on behalf of the person in respect of any civil, criminal or administrative action or proceeding to which the person is made a party by reason of being or having been a director or officer of such corporation or body corporate if,

(a) the person acted honestly and in good faith with a view to the best interests of the corporation as a whole; and

(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the person had reasonable grounds for believing that the conduct was lawful. R.S.O. 1990, c. L.25, s. 110 (1).

Idem

(2) A corporation may, with the approval of the Ontario Court (General Division), indemnify a person referred to in subsection (1) in respect of an action by or on behalf of the corporation or body corporate to procure a judgment in its favour, to which the person is made a party by reason of being or having been a director or an officer of the corporation or body corporate, against all costs, charges and expenses reasonably incurred by or on behalf of the person in connection with such action if the person fulfils the conditions set out in clauses (1) (a) and (b). R.S.O. 1990, c. L.25, s. 110 (2).

Idem

(3) Despite anything in this section, a person referred to in subsection (1) is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by the person in connection with the defence of any civil, criminal or administrative action or proceeding to which the person is made a party by reason of being or having been a director or officer of the corporation or body corporate, if the person seeking indemnity,

(a) was substantially successful on the merits in the defence of the action or proceeding; and

(b) fulfils the conditions set out in clauses (1) (a) and (b). R.S.O. 1990, c. L.25, s. 110 (3).

Liability insurance

(4) A corporation may purchase and maintain insurance for the benefit of any person referred to in subsection (1) against any liability incurred by the person in the person’s capacity as a director or officer of the corporation, except where the liability relates to a failure to act honestly and in good faith with a view to the best interests of the corporation as a whole. R.S.O. 1990, c. L.25, s. 110 (4).

Application to Court

(5) A corporation or a person referred to in subsection (1) may on notice to the Superintendent apply to the Ontario Court (General Division) for an order approving an indemnity under this section and the court may so order and make any further order it thinks fit. R.S.O. 1990, c. L.25, s. 110 (5).

Idem

(6) Upon an application under subsection (5), the court may order that notice be given to any interested person and such person is entitled to appear and be heard in person or by counsel. R.S.O. 1990, c. L.25, s. 110 (6).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 110 is repealed by the Statutes of Ontario, 2001, chapter 8, section 95. See: 2001, c. 8, ss. 95, 183 (2).

Remuneration of directors

111. The shareholders of a provincial corporation shall fix the remuneration of the directors. R.S.O. 1990, c. L.25, s. 111.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 111 is repealed by the Statutes of Ontario, 2001, chapter 8, section 96. See: 2001, c. 8, ss. 96, 183 (2).

Attendance records

112. (1) Each provincial corporation shall keep a record of the total number of meetings of the directors and of the audit and investment committees and the number of such meetings attended by each director. R.S.O. 1990, c. L.25, s. 112 (1).

Idem

(2) A summary of the record kept under subsection (1) shall be sent to each shareholder and to the Superintendent with the notice of the annual meeting and shall be available on request to any depositor of the corporation. R.S.O. 1990, c. L.25, s. 112 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 112 is repealed by the Statutes of Ontario, 2001, chapter 8, section 96. See: 2001, c. 8, ss. 96, 183 (2).

PART VII
AUDITORS AND FINANCIAL STATEMENTS

Auditors

113. (1) The shareholders of a provincial corporation at their first annual or special meeting shall appoint an auditor to hold office until the close of the first or next annual meeting, as the case may be, and, if the shareholders fail to do so, the directors shall forthwith make such appointment. R.S.O. 1990, c. L.25, s. 113 (1).

Idem

(2) The shareholders of every provincial corporation shall at each annual meeting appoint an auditor to hold office until the close of the next annual meeting and, if an appointment is not so made, the auditor in office continues in office until a successor is appointed. R.S.O. 1990, c. L.25, s. 113 (2).

Casual vacancy

(3) The directors may fill any casual vacancy in the office of auditor, but, while such vacancy continues, the surviving or continuing auditor, if any, may act. R.S.O. 1990, c. L.25, s. 113 (3).

Removal of auditor

(4) Except where the auditor has been appointed under subsection (8), the shareholders of a provincial corporation, by resolution passed by a majority of the votes cast at a special meeting duly called for the purpose, may remove an auditor before the expiration of the auditor’s term of office, and shall, by a majority of the votes cast at that meeting, appoint another auditor for the remainder of the removed auditor’s term. R.S.O. 1990, c. L.25, s. 113 (4).

Notice

(5) Before calling a special meeting for the purpose specified in subsection (4) or an annual or special meeting where the board is not recommending the reappointment of the incumbent auditor, the corporation shall, fifteen days or more before the mailing of the notice of the meeting, give to the auditor,

(a) written notice of the intention to call the meeting, specifying therein the date on which the notice of the meeting is proposed to be mailed; and

(b) a copy of all material proposed to be sent to shareholders in connection with the meeting. R.S.O. 1990, c. L.25, s. 113 (5).

Right to make representations

(6) An auditor of a provincial corporation has the right to make to the corporation, three days or more before the mailing of the notice of the meeting, representations in writing concerning,

(a) the proposed removal as auditor;

(b) the appointment or election of another person to fill the office of auditor; or

(c) the resignation as auditor,

and the corporation, at its expense, shall forward with the notice of the meeting a copy of such representations to each shareholder entitled to receive notice of the meeting. R.S.O. 1990, c. L.25, s. 113 (6).

Remuneration

(7) The remuneration of an auditor of a provincial corporation appointed by the shareholders shall be fixed by the shareholders, or by the directors if they are authorized so to do by the shareholders, and the remuneration of an auditor appointed by the directors shall be fixed by the directors. R.S.O. 1990, c. L.25, s. 113 (7).

Appointment by Court

(8) If a provincial corporation does not have an auditor, the Ontario Court (General Division), upon the application of a director, a shareholder or the Superintendent, may appoint and fix the remuneration of an auditor to hold office until an auditor is appointed by the shareholders. R.S.O. 1990, c. L.25, s. 113 (8).

Notice of appointment

(9) A provincial corporation, forthwith after the appointment of a person as auditor, shall give written notice of the appointment to the person and to the Superintendent. R.S.O. 1990, c. L.25, s. 113 (9).

Notice of vacancy

(10) Where a provincial corporation has a vacancy in the office of auditor, it shall give notice of the vacancy forthwith to the Superintendent. R.S.O. 1990, c. L.25, s. 113 (10).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 113 is repealed by the Statutes of Ontario, 2001, chapter 8, section 96. See: 2001, c. 8, ss. 96, 183 (2).

Right to attend shareholder meetings

114. (1) The auditor of a provincial corporation is entitled to receive notice of every meeting of shareholders and, at the expense of the corporation, may attend and be heard at any such meeting on matters relating to the duties of the auditor. R.S.O. 1990, c. L.25, s. 114 (1).

Attend upon request

(2) If any director or shareholder of a provincial corporation, whether or not the shareholder is entitled to vote at the meeting, gives written notice, at least five days before a meeting of shareholders, to the auditor or a former auditor of the corporation, the auditor or former auditor shall attend the meeting, at the expense of the corporation, and answer questions relating to the duties of the auditor. R.S.O. 1990, c. L.25, s. 114 (2).

Idem

(3) An auditor is not required to comply with subsection (2) where it clearly appears that the request under subsection (2) is made primarily for the purpose of enforcing a personal claim or redressing a personal grievance against the corporation or any of its directors, officers or security holders, or for a purpose that is not related in any significant way to the duties of the auditor. R.S.O. 1990, c. L.25, s. 114 (3).

Idem

(4) A director or shareholder who sends a notice referred to in subsection (2) shall send concurrently a copy of the notice to the corporation. R.S.O. 1990, c. L.25, s. 114 (4).

Replacement auditor

(5) No person shall accept appointment or consent to be appointed as auditor of a provincial corporation if the person is replacing an auditor who has resigned, been removed or whose term of office has expired or is about to expire until the person has requested and received from that auditor a written statement of the circumstances surrounding and the reasons, in the departing auditor’s opinion, for the replacement. R.S.O. 1990, c. L.25, s. 114 (5).

Idem

(6) Despite subsection (5), a person otherwise qualified may accept appointment or consent to be appointed as auditor of a corporation if, within fifteen days after making the request referred to in that subsection, the person does not receive a reply. R.S.O. 1990, c. L.25, s. 114 (6).

Idem

(7) A person receiving a statement under subsection (5) shall promptly deliver a copy of the statement to the Superintendent and if no statement is received from the auditor being replaced within fifteen days after the request referred to in subsection (5), the person requesting the statement shall promptly give notice to the Superintendent of this fact. R.S.O. 1990, c. L.25, s. 114 (7).

Idem

(8) Any interested person may apply to the Ontario Court (General Division) for an order declaring the office of auditor of a provincial corporation to be vacant if the auditor has not complied with subsection (5), unless subsection (6) applies with respect to the appointment of the auditor. R.S.O. 1990, c. L.25, s. 114 (8).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 114 is repealed by the Statutes of Ontario, 2001, chapter 8, section 96. See: 2001, c. 8, ss. 96, 183 (2).

No liability

115. (1) An auditor or former auditor who in good faith makes an oral or written statement or report under this Act shall not be liable in any civil action arising therefrom. R.S.O. 1990, c. L.25, s. 115 (1).

Exceptions

(2) Subsection (1) does not relieve an auditor or former auditor from liability in connection with a report referred to in subsection 118 (1) or clause 120 (1) (b). R.S.O. 1990, c. L.25, s. 115 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 115 is repealed by the Statutes of Ontario, 2001, chapter 8, section 96. See: 2001, c. 8, ss. 96, 183 (2).

Disqualification

116. (1) A person is disqualified from being an auditor of a provincial corporation, unless the person is an accountant and independent of,

(a) the corporation and its affiliates; and

(b) the directors and officers of the corporation and its affiliates. R.S.O. 1990, c. L.25, s. 116 (1).

Idem

(2) For the purposes of this section,

(a) independence is a question of fact; and

(b) a person shall be deemed not to be independent if,

(i) the person, the person’s business partner or a spouse or child of the person or partner who has the same home as the person or partner, as the case may be,

(A) is a business partner, director or officer of the corporation or any of its affiliates,

(B) beneficially owns directly or indirectly or exercises control or direction over 10 per cent or more of the voting shares of the corporation or any of its affiliates, or

(C) has been a receiver, a receiver and manager, a liquidator or a trustee in bankruptcy of the corporation or any of its affiliates within two years of the person’s proposed appointment as auditor of the corporation, or

(ii) the person or the person’s business partner is an employee of the corporation or any of its affiliates. R.S.O. 1990, c. L.25, s. 116 (2); 1999, c. 6, s. 34 (5); 2005, c. 5, s. 38 (9).

Saving

(3) No person shall be disqualified from acting as the auditor of a provincial corporation solely on the grounds that the person is a depositor in the corporation. R.S.O. 1990, c. L.25, s. 116 (3).

Resignation

(4) An auditor who becomes disqualified under this section shall resign forthwith upon becoming aware of the disqualification. R.S.O. 1990, c. L.25, s. 116 (4).

Application to Court

(5) An interested person may apply to the Ontario Court (General Division) for an order declaring an auditor to be disqualified under this section and the office of auditor to be vacant. R.S.O. 1990, c. L.25, s. 116 (5).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 116 is repealed by the Statutes of Ontario, 2001, chapter 8, section 97. See: 2001, c. 8, ss. 97, 183 (2).

Auditor appointment for subsidiary

117. A provincial corporation shall, where practical, cause its auditor or one of its auditors to be appointed auditor of any body corporate in which the corporation has invested its funds under subsection 163 (1), and where such appointment is not practical, the provincial corporation shall inform the Superintendent of the circumstances that prevent the appointment. R.S.O. 1990, c. L.25, s. 117; 1994, c. 17, s. 105.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 117 is repealed by the Statutes of Ontario, 2001, chapter 8, section 98. See: 2001, c. 8, ss. 98, 183 (2).

Examination

118. (1) An auditor of a provincial corporation shall make such examination of the financial statements required by this Act and the regulations to be placed before shareholders and of the annual return to be filed with the Superintendent under section 135 as is necessary to enable the auditor to report thereon and the auditor shall report as prescribed and in accordance with generally accepted auditing standards. R.S.O. 1990, c. L.25, s. 118 (1).

Reporting error

(2) A director or an officer of a provincial corporation shall forthwith notify the audit committee and the auditor or the former auditor, if applicable, of any error or misstatement of which the director or officer becomes aware in a financial statement or annual return filed with the Superintendent that the auditor or the former auditor has reported upon if the error or misstatement in all the circumstances appears to be material. R.S.O. 1990, c. L.25, s. 118 (2).

Idem

(3) If an auditor or former auditor of a provincial corporation is notified or becomes aware of an error or misstatement in a financial statement or return filed with the Superintendent upon which the auditor or former auditor has reported and if, in the opinion of the auditor or former auditor, the error or misstatement is material, the auditor or former auditor shall inform each director. R.S.O. 1990, c. L.25, s. 118 (3).

Revised financial statements

(4) When under subsection (3) the auditor or former auditor informs the directors of an error or misstatement in a financial statement, the directors shall promptly prepare and issue revised financial statements or otherwise inform the shareholders. R.S.O. 1990, c. L.25, s. 118 (4).

Notice to Superintendent

(5) When under subsection (3) the auditor or former auditor informs the directors of an error or misstatement in a return filed with the Superintendent, the directors shall promptly notify the Superintendent. R.S.O. 1990, c. L.25, s. 118 (5).

Right of access

(6) Upon the demand of an auditor of a provincial corporation, the present or former directors, officers, employees or agents of the corporation shall furnish such,

(a) information and explanations; and

(b) access to records, documents, books, accounts and vouchers of the corporation and any of its subsidiaries,

as are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under this section and that the directors, officers, employees or agents are reasonably able to furnish. R.S.O. 1990, c. L.25, s. 118 (6).

Idem

(7) Upon the demand of the auditor of a provincial corporation, the directors of the corporation shall,

(a) obtain from the present or former directors, officers, employees and agents of any subsidiary of the corporation the information and explanations that the present or former directors, officers, employees and agents are reasonably able to furnish and that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under this section; and

(b) furnish the information and explanations so obtained to the auditor. R.S.O. 1990, c. L.25, s. 118 (7).

No liability

(8) A person who in good faith makes an oral or written communication under subsection (6) or (7) shall not be liable in any civil action arising therefrom. R.S.O. 1990, c. L.25, s. 118 (8).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 118 is repealed by the Statutes of Ontario, 2001, chapter 8, section 99. See: 2001, c. 8, ss. 99, 183 (2).

Reports to board

119. (1) The auditor shall report to the board of directors of the provincial corporation whenever the auditor becomes aware that,

(a) there has been a change in the circumstances of the corporation that might reasonably be expected to materially and adversely affect the financial position of the corporation;

(b) there are circumstances that indicate that there may have been a contravention of this Act or the regulations; or

(c) there are circumstances that indicate that there may have been a contravention of the Securities Act, the Income Tax Act (Canada) or the regulations made under those Acts. R.S.O. 1990, c. L.25, s. 119 (1).

Idem

(2) The auditor shall make a report under subsection (1) immediately upon becoming aware of a change or contravention described in that subsection. R.S.O. 1990, c. L.25, s. 119 (2).

Notice to Superintendent

(3) The auditor shall report to the Superintendent any matter dealt with in a report under subsection (1) which in the opinion of the auditor could affect the well-being of the provincial corporation and has not been corrected or appropriately responded to by the board of directors within thirty days of the day that the matter was reported to the board of directors. R.S.O. 1990, c. L.25, s. 119 (3).

Exception

(4) An auditor is not required to make a report under this section unless the auditor becomes aware of the change or contravention described in subsection (1) in the ordinary course of the auditor’s duties. R.S.O. 1990, c. L.25, s. 119 (4).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 119 is repealed by the Statutes of Ontario, 2001, chapter 8, section 99. See: 2001, c. 8, ss. 99, 183 (2).

Financial statements, etc., to be given to shareholders

120. (1) The directors of a provincial corporation shall place before each annual meeting of shareholders,

(a) financial statements in consolidated form for the fiscal year ending on the last day of October, November or December before the annual meeting made up of,

(i) a statement of income for the year,

(ii) a statement of retained earnings for the year,

(iii) a statement of changes in financial position for the year,

(iv) a balance sheet as at the end of the year,

(v) for the second and subsequent fiscal years, the comparative figures for the preceding year;

(b) the report of the auditor to the shareholders on the statements referred to in subclauses (a) (i) to (iv);

(c) the financial statement of the corporation in unconsolidated form;

(d) any further information respecting the financial position of the corporation and the results of its operations required by its instrument of incorporation or its by-laws or by this Act or the regulations. R.S.O. 1990, c. L.25, s. 120 (1).

Copy of documents to shareholders

(2) A provincial corporation, not less than twenty-one days before each annual meeting of shareholders unless such period is waived by the shareholders, shall send a copy of the documents referred to in this section to each shareholder, except those who have informed the corporation in writing that they do not wish to receive copies of the documents. R.S.O. 1990, c. L.25, s. 120 (2).

Copy of documents to depositors

(3) A provincial corporation shall mail or deliver without charge a copy of the documents referred to in this section to every depositor of the corporation who in writing requests a copy. R.S.O. 1990, c. L.25, s. 120 (3).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 120 is repealed by the Statutes of Ontario, 2001, chapter 8, section 99. See: 2001, c. 8, ss. 99, 183 (2).

Preparation of financial statements

121. The financial statements required under this Act shall be prepared in accordance with this Act and the regulations and, except as otherwise required under this Act and the regulations, in accordance with generally accepted accounting principles. R.S.O. 1990, c. L.25, s. 121.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 121 is repealed by the Statutes of Ontario, 2001, chapter 8, section 99. See: 2001, c. 8, ss. 99, 183 (2).

Audit committee

122. (1) The audit committee of a provincial corporation shall meet at least twice each year to review,

(a) any financial statements distributed to the shareholders;

(b) the annual returns of the corporation filed with the Superintendent under section 135;

(c) all reports of the auditor under section 119; and

(d) any reports or transactions required by the regulations to be reviewed by the audit committee. R.S.O. 1990, c. L.25, s. 122 (1).

Idem

(2) In the case of statements and returns that under this Act must be approved by the board of directors of a provincial corporation, the audit committee shall report thereon to the board before the approval is given. R.S.O. 1990, c. L.25, s. 122 (2).

Auditor’s attendance

(3) The auditor of a provincial corporation is entitled to attend and be heard at all meetings of the audit committee and shall attend at least two of its meetings each year. R.S.O. 1990, c. L.25, s. 122 (3).

Calling meeting

(4) The auditor, a member of the audit committee or a director may call a meeting of the audit committee of a provincial corporation at any time. R.S.O. 1990, c. L.25, s. 122 (4).

Attendance at meetings of board of directors

(5) The auditor of a provincial corporation is entitled to attend and be heard at meetings of the board of directors on matters relating to his or her duties as auditor. R.S.O. 1990, c. L.25, s. 122 (5).

Notice of meetings

(6) The board of directors and the audit committee of a provincial corporation shall give reasonable notice of their meetings to the corporation’s auditor. R.S.O. 1990, c. L.25, s. 122 (6).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 122 is repealed by the Statutes of Ontario, 2001, chapter 8, section 99. See: 2001, c. 8, ss. 99, 183 (2).

Approval by directors

123. (1) The financial statements of a provincial corporation shall be approved by the board of directors and the approval shall be evidenced by the signature at the foot of the balance sheet by two of the directors duly authorized to sign and the auditor’s report shall be attached to or accompany the financial statements. R.S.O. 1990, c. L.25, s. 123 (1).

Idem

(2) One of the directors signing a balance sheet as required by subsection (1) must be a member of the audit committee. R.S.O. 1990, c. L.25, s. 123 (2).

Publishing, etc., of financial statements

(3) A provincial corporation shall not circulate copies of the financial statements of the provincial corporation referred to in section 120 unless the financial statements are,

(a) approved and signed in accordance with subsections (1) and (2); and

(b) accompanied by the report of the auditor of the corporation. R.S.O. 1990, c. L.25, s. 123 (3).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 123 is repealed by the Statutes of Ontario, 2001, chapter 8, section 99. See: 2001, c. 8, ss. 99, 183 (2).

Interim financial statement

124. (1) A provincial corporation that is an offering corporation shall send to each shareholder a copy of every interim financial statement required to be filed under the Securities Act and the regulations thereunder. R.S.O. 1990, c. L.25, s. 124 (1).

Idem

(2) The interim financial statement required by subsection (1) shall be sent to each shareholder, within sixty days of the date to which it is made up, at the shareholder’s latest address as shown on the records of the corporation. R.S.O. 1990, c. L.25, s. 124 (2).

Exception

(3) Despite subsection (2), interim financial statements need not be sent to those shareholders who have informed the corporation in writing that they do not wish to receive them. R.S.O. 1990, c. L.25, s. 124 (3).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 124 is repealed by the Statutes of Ontario, 2001, chapter 8, section 99. See: 2001, c. 8, ss. 99, 183 (2).

PART VIII
BOOKS, RECORDS AND RETURNS

Records

125. (1) Where this Act requires a record to be kept by a corporation, it may be kept in a bound or looseleaf book or may be entered or recorded by any photographic system, any system of mechanical or electronic data processing or any other information storage system and it shall be kept for such period as may be prescribed. R.S.O. 1990, c. L.25, s. 125 (1).

Security of records and availability

(2) A corporation shall,

(a) take adequate precautions, appropriate to the means used, for guarding against the risk of falsifying the information recorded in its records; and

(b) provide means for making the information recorded in its records available in an accurate and intelligible form within a reasonable time to any person lawfully entitled to examine the records. R.S.O. 1990, c. L.25, s. 125 (2).

Admissibility of records in evidence

(3) The bound or looseleaf book referred to in subsection (1) or, where the record is not kept in a 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, before and after dissolution of the corporation, of all facts stated therein. R.S.O. 1990, c. L.25, s. 125 (3).

False information

(4) No person shall remove, withhold or destroy information required by this Act or the regulations to be recorded, or knowing any information to be untrue, shall record or assist in recording it in a record. R.S.O. 1990, c. L.25, s. 125 (4).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 125 is repealed by the Statutes of Ontario, 2001, chapter 8, section 99. See: 2001, c. 8, ss. 99, 183 (2).

Location of records

126. (1) Every registered corporation shall keep its instrument of incorporation and its by-laws at its principal place of business or at such place in Ontario other than the principal place of business as the directors designate and the corporation shall maintain at the principal place of business or at the designated place,

(a) minutes of meetings and resolutions of shareholders;

(b) a register of directors in which are set out the names and residence addresses, while directors, including the street and number, if any, of all persons who are or have been directors of the corporation with the several dates on which each became or ceased to be a director;

(c) a securities register complying with section 127; and

(d) a copy of the procedures referred to in section 154. R.S.O. 1990, c. L.25, s. 126 (1).

Idem

(2) An extra-provincial corporation shall be deemed to have complied with subsection (1) if it maintains at a place in Ontario designated by the directors a copy of its instrument of incorporation and its by-laws, and a copy of every minute, resolution, record and register referred to in clauses (1) (a), (b) and (c). R.S.O. 1990, c. L.25, s. 126 (2); 1997, c. 19, s. 13 (5).

Idem

(3) In addition to the records described in subsection (1), a provincial corporation shall maintain in Ontario, and a registered extra-provincial corporation shall maintain in Canada,

(a) adequate accounting records as required by this Act or the regulations;

(b) records containing minutes of meetings and resolutions of the directors and every committee thereof;

(c) a record of all investments held by the corporation; and

(d) copies of all returns to the Superintendent required by this Act or the regulations. R.S.O. 1990, c. L.25, s. 126 (3).

Idem

(4) In addition to the records described in subsections (1) and (3), a registered corporation shall maintain in Canada,

(a) a record of all depositors, their names and addresses as far as is known and the sums deposited by such depositors;

(b) where the corporation is a trust corporation, full and adequate records relating to the fiduciary activities of the corporation. R.S.O. 1990, c. L.25, s. 126 (4).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 126 is repealed by the Statutes of Ontario, 2001, chapter 8, section 100. See: 2001, c. 8, ss. 100, 183 (2).

Securities register

127. (1) A provincial corporation shall maintain a securities register in which it records the securities issued by it in registered form, showing with respect to each class or series of securities,

(a) the names, alphabetically arranged of persons who,

(i) are or have been within six years registered as shareholders of the corporation, the residency of such shareholders, the address including the street and number, if any, of every such person while a holder, and the number and class or series of shares registered in the name of such holder,

(ii) are or have been within six years registered as holders of subordinated indebtedness of the corporation, the address including the street and number, if any, of every such person while a holder, and the principal amount of the subordinated indebtedness registered in the name of such holder, or

(iii) are or have been within six years registered as holders of warrants of the corporation, the address including the street and number, if any, of every such person while a registered holder, and the class or series and number of warrants registered in the name of such holder; and

(b) the date and particulars of the issue of each security. R.S.O. 1990, c. L.25, s. 127 (1); 1994, c. 17, s. 106.

Transfer register

(2) A provincial corporation shall cause to be kept in Ontario a register of transfers in which all transfers of securities issued by the corporation in registered form and the date and other particulars of each transfer shall be set out. R.S.O. 1990, c. L.25, s. 127 (2).

Branch transfer registers

(3) A provincial corporation may maintain branch transfer registers at one or more places in Canada. R.S.O. 1990, c. L.25, s. 127 (3).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 127 is repealed by the Statutes of Ontario, 2001, chapter 8, section 101. See: 2001, c. 8, ss. 101, 183 (2).

Transfer agents

128. For each class of securities issued by it, a provincial corporation may appoint,

(a) a trustee, transfer agent or other agent to keep the securities register and the register of transfers and one or more persons or agents to keep branch registers; and

(b) a registrar, trustee or agent to maintain a record of issued security certificates and warrants,

and one person may be appointed for the purposes of both clauses (a) and (b) in respect of all securities of the corporation or any class or classes thereof. R.S.O. 1990, c. L.25, s. 128.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 128 is repealed by the Statutes of Ontario, 2001, chapter 8, section 102. See: 2001, c. 8, ss. 102, 183 (2).

Valid registration

129. (1) Registration of the transfer of a security of a provincial corporation in the register of transfers or a branch register of transfers is a complete and valid registration for all purposes. R.S.O. 1990, c. L.25, s. 129 (1).

Entry in register of transfers

(2) Particulars of every transfer of securities registered in every branch register of transfers shall be recorded in the register of transfers. R.S.O. 1990, c. L.25, s. 129 (2).

Documents not required to be produced

(3) A provincial corporation or a person appointed under section 128 is not required to produce,

(a) any security certificate or warrant that is not in registered form; or

(b) any security certificate or warrant that is in registered form after six years,

(i) in the case of a share certificate, from the date of its cancellation,

(ii) in the case of a warrant, from the date of its transfer or exercise, whichever occurs first, or

(iii) in the case of subordinated indebtedness, from the date of cancellation of the indebtedness. R.S.O. 1990, c. L.25, s. 129 (3); 1994, c. 17, s. 107.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 129 is repealed by the Statutes of Ontario, 2001, chapter 8, section 103. See: 2001, c. 8, ss. 103, 183 (2).

Open to examination

130. (1) The records mentioned in sections 126, 127 and 129 shall, during normal business hours of a corporation, be open to examination by any director. R.S.O. 1990, c. L.25, s. 130 (1).

Records of account at branch

(2) A registered corporation may keep at any place where it carries on business such parts of the accounting records as relate to the operations, business and assets and liabilities of the corporation carried on, supervised or accounted for at such place, but there shall be kept at the principal place of business of the corporation or such other place as is authorized under this Part such records as will enable the directors to ascertain the financial position of the corporation. R.S.O. 1990, c. L.25, s. 130 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 130 is repealed by the Statutes of Ontario, 2001, chapter 8, section 104. See: 2001, c. 8, ss. 104, 183 (2).

Copies

131. A shareholder of a provincial corporation is entitled upon request and without charge to one copy of the instrument of incorporation and the by-laws and the amendments thereto. R.S.O. 1990, c. L.25, s. 131.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 131 is repealed by the Statutes of Ontario, 2001, chapter 8, section 104. See: 2001, c. 8, ss. 104, 183 (2).

List of shareholders

132. (1) Upon payment of a reasonable fee and upon sending to a provincial corporation or its transfer agent the statutory declaration described in subsection (6), any person may require the corporation or its transfer agent to furnish within ten days of receipt by the corporation of the statutory declaration a basic list setting out the names of the shareholders of the corporation, the number of shares of each class and series owned by each shareholder and the address of each shareholder, all as shown on the records of the corporation. R.S.O. 1990, c. L.25, s. 132 (1).

Idem

(2) The list referred to in subsection (1) when furnished shall be as current as is practicable having regard to the form in which the securities register of the corporation is maintained and shall be made up to a date not more than ten days before the date on which it is actually furnished. R.S.O. 1990, c. L.25, s. 132 (2).

Supplemental lists

(3) A person requiring a corporation to supply a list under subsection (1) may, if the person states in the statutory declaration described in subsection (6) 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 shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up. R.S.O. 1990, c. L.25, s. 132 (3).

Idem

(4) The corporation or its agent shall furnish a supplemental list required under subsection (3),

(a) on the date the basic list is furnished, where the information relates to changes that took place prior to that date; and

(b) on the business day following the day to which the supplemental list relates, where the information relates to changes that take place on or after the date the basic list is furnished. R.S.O. 1990, c. L.25, s. 132 (4).

Idem

(5) A person requiring a corporation to supply a basic or supplemental list under this section may also require the corporation to include in the list the name and address of any known holder of an option or right to acquire shares of the corporation. R.S.O. 1990, c. L.25, s. 132 (5).

Statutory declaration

(6) The statutory declaration referred to in subsection (1) shall state,

(a) the name and address including street and number, if any, of the applicant and whether the applicant is a shareholder, holder of subordinated indebtedness or any other person referred to in subsection (1);

(b) if the applicant is a body corporate, its address for service; and

(c) that the basic list and any supplemental lists may be used only as permitted under subsection (8). R.S.O. 1990, c. L.25, s. 132 (6); 1994, c. 17, s. 108.

Idem

(7) If the applicant is a body corporate, the statutory declaration described in subsection (6) shall be made by a director or officer of the body corporate. R.S.O. 1990, c. L.25, s. 132 (7).

Use of information

(8) A list of shareholders obtained under this section shall not be used by any person except in connection with,

(a) an effort to influence the voting by shareholders of the corporation;

(b) an offer to acquire shares of the corporation; or

(c) any other matter relating to the affairs of the corporation. R.S.O. 1990, c. L.25, s. 132 (8).

Maximum fee

(9) The fee referred to in subsections (1) and (3) shall not exceed such amount as may be established by the Minister. R.S.O. 1990, c. L.25, s. 132 (9); 1997, c. 19, s. 13 (6).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 132 is repealed by the Statutes of Ontario, 2001, chapter 8, section 105. See: 2001, c. 8, ss. 105, 183 (2).

Trafficking in lists

133. No person shall offer for sale or sell or purchase or otherwise traffic in a list or a copy of a list of all or any of the holders of securities of a provincial corporation. R.S.O. 1990, c. L.25, s. 133.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 133 is repealed by the Statutes of Ontario, 2001, chapter 8, section 106. See: 2001, c. 8, ss. 106, 183 (2).

Returns

134. Every registered corporation, at the times established by the Superintendent, shall provide to the Superintendent such financial or other information as may be specified by the Superintendent. 1997, c. 19, s. 13 (7); 1999, c. 12, Sched. I, s. 5 (3).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 134 is repealed by the Statutes of Ontario, 2001, chapter 8, section 107. See: 2001, c. 8, ss. 107, 183 (2).

Annual return

135. (1) Every registered corporation shall prepare annually for the information of the Superintendent an annual return, in the form approved by the Superintendent, outlining the financial condition and affairs of the corporation for the fiscal year of the corporation, and the return shall be filed with the Superintendent within ninety days after the end of the period to which it relates. R.S.O. 1990, c. L.25, s. 135 (1); 1997, c. 19, s. 13 (2); 1999, c. 12, Sched. I, s. 5 (3).

Idem

(2) The return referred to in subsection (1) shall have attached to it the financial statements for the year to which the annual return relates. R.S.O. 1990, c. L.25, s. 135 (2).

Idem

(3) The return referred to in subsection (1) shall have attached to it a report of the auditor, which report shall be prepared in accordance with the regulations. R.S.O. 1990, c. L.25, s. 135 (3).

Idem

(4) The return referred to in subsection (1) shall be accompanied by a copy of a resolution of the directors showing that the return was approved by them. R.S.O. 1990, c. L.25, s. 135 (4).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 135 is repealed by the Statutes of Ontario, 2001, chapter 8, section 108. See: 2001, c. 8, ss. 108, 183 (2).

Filing of financial statements

136. Every registered corporation shall file with the Superintendent a copy of every statement of a financial nature related to the corporation furnished to its shareholders or the Ontario Securities Commission or any similar authority in another jurisdiction within five days after the distribution of the statement to the shareholders or its filing with the Commission or similar authority. R.S.O. 1990, c. L.25, s. 136.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 136 is repealed by the Statutes of Ontario, 2001, chapter 8, section 109. See: 2001, c. 8, ss. 109, 183 (2).

Filing of corporate changes

137. Every registered corporation shall file with the Superintendent,

(a) copies of all applications and supporting documents of any nature made under such laws, as may be prescribed, of Canada or of any province or territory of Canada for any change in its instrument of incorporation or registration status and shall also file with the Superintendent a copy of any approval or refusal of such application within seven days of filing or receipt, as the case may be; and

(b) copies of any changes made in its instrument of incorporation, registration or licence under the laws of Canada or of any province or territory of Canada. R.S.O. 1990, c. L.25, s. 137.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 137 is repealed by the Statutes of Ontario, 2001, chapter 8, section 109. See: 2001, c. 8, ss. 109, 183 (2).

138. Repealed: 1997, c. 19, s. 13 (8).

Public file

139. (1) The Superintendent shall maintain a file on each registered corporation which shall contain such information as may be prescribed. R.S.O. 1990, c. L.25, s. 139 (1).

Idem

(2) Upon payment of the fee established by the Minister, any person, during usual office hours, may examine the registers referred to in section 30 and the file referred to in subsection (1) and may take extracts therefrom or obtain copies thereof. R.S.O. 1990, c. L.25, s. 139 (2); 1997, c. 19, s. 13 (9).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 139 is repealed by the Statutes of Ontario, 2001, chapter 8, section 110. See: 2001, c. 8, ss. 110, 183 (2).

PART IX
CONFLICT OF INTEREST

Power to designate person as restricted party

140. (1) For the purposes of this Part, the Superintendent may designate,

(a) any person to be a restricted party of a registered corporation if the Superintendent is of the opinion that,

(i) the person is acting in concert with a restricted party of the corporation to participate in or enter into an investment or other transaction with the corporation that would be prohibited or restricted if entered into with the corporation by the restricted party, or

(ii) there exists between the person and the corporation such an interest or relationship as might reasonably be expected to affect the exercise of the best judgment of the corporation with respect to an investment or other transaction; or

(b) any shareholder of a registered corporation or of an affiliate of a registered corporation to be a restricted party of the corporation if the Superintendent is of the opinion that the shareholder is acting in concert with one or more other shareholders of the corporation or of an affiliate to control directly or indirectly 10 per cent or more of any class of shares of the registered corporation. R.S.O. 1990, c. L.25, s. 140 (1).

Revocation of designation

(2) On the application of the restricted party or the registered corporation, the Superintendent may revoke a designation made under subsection (1). R.S.O. 1990, c. L.25, s. 140 (2).

Hearing

(3) Before making a designation or refusing to revoke a designation made under subsection (1), the Superintendent shall give the person whom he or she proposes to designate or has designated and the registered corporation an opportunity to be heard. R.S.O. 1990, c. L.25, s. 140 (3).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 140 is repealed by the Statutes of Ontario, 2001, chapter 8, section 111. See: 2001, c. 8, ss. 111, 183 (2).

Prohibitions, restricted parties

141. (1) Except as provided in this Part,

(a) no provincial corporation or subsidiary of a provincial corporation shall directly or indirectly purchase from or lend to a restricted party of the corporation or enter any other transaction with a restricted party of the corporation; and

(b) no restricted party of a provincial corporation shall directly or indirectly purchase from or lend to the corporation or any subsidiary of the corporation or enter any other transaction with the corporation or any subsidiary of the corporation. R.S.O. 1990, c. L.25, s. 141 (1); 1997, c. 19, s. 13 (10).

Idem, directors

(2) Except as provided in clause 142 (1) (a), no provincial corporation or subsidiary of a provincial corporation shall knowingly invest by way of purchase of or loans on the security of real estate that at any time in the period of thirty-six months preceding the date of the advance of any funds by the corporation or its subsidiary was owned by a director or the spouse or child of the director or any relative of the director or spouse who has the same home as the director. R.S.O. 1990, c. L.25, s. 141 (2); 1997, c. 19, s. 13 (10); 1999, c. 6, s. 34 (6); 2005, c. 5, s. 38 (11).

Exception

(3) This Part does not apply so as to prevent the payment of directors’ fees of the provincial corporation or of a subsidiary of the provincial corporation if the fees have been approved by the shareholders of the provincial corporation. R.S.O. 1990, c. L.25, s. 141 (3); 1997, c. 19, s. 13 (10).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 141 is repealed by the Statutes of Ontario, 2001, chapter 8, section 112. See: 2001, c. 8, ss. 112, 183 (2).

Permitted transactions, board approval

142. (1) Subject to the prior approval of the board of directors of the provincial corporation, a provincial corporation or a subsidiary of a provincial corporation may,

(a) make a loan to any director, officer or employee of the corporation, the spouse or any child of a director or officer of the corporation or any relative of a director or officer of the corporation or of the spouse of a director or officer of the corporation on the security of the residence of the person to whom the loan is made if,

(i) the loan is a mortgage loan upon improved real estate in Canada and is not prohibited by this Act or the regulations,

(ii) the amount of the loan does not exceed 0.5 per cent of the capital base of the corporation, and

(iii) in the case of a director who is not an employee or officer of the corporation or his or her spouse or child, the terms of the loan are no more favourable than those offered by the corporation in the ordinary course of business;

(b) make a loan to any officer or employee of the corporation, the spouse or any child of an officer of the corporation or any relative of an officer of the corporation or of the spouse of an officer of the corporation if the loan,

(i) is not a mortgage loan upon real estate or a commercial loan, and

(ii) is not prohibited by this Act or the regulations;

(c) enter into written contracts with any restricted party for the provision of management services to or by the corporation or subsidiary if it is reasonable that the corporation or the subsidiary obtain or supply the services, and so long as,

(i) the consideration is at or exceeds competitive and fair rates where the services are provided by the corporation or the subsidiary and is otherwise reasonable for the services provided, and

(ii) the consideration does not exceed competitive and fair rates where the services are provided to the corporation or the subsidiary and is otherwise not unreasonable for the services provided;

(d) enter into a written lease of real estate or personal property with any restricted party for the use of the corporation or the subsidiary in carrying out its business, so long as,

(i) the rent does not exceed fair rental value,

(ii) the term of the lease and all renewals does not exceed ten years, and

(iii) the terms of the lease are otherwise competitive and not unreasonable;

(e) enter into written contracts with any restricted party for pension and benefit plans and other reasonable commitments incidental to the employment of officers and employees of the corporation or the subsidiary;

(f) enter into employment contracts with officers or future officers of the corporation or the subsidiary;

(g) enter into written contracts with any restricted party for the purchase of goods or services, other than management services, used or required by the corporation or the subsidiary in carrying on its business, so long as the price paid for such goods or services is competitive and at market value or fair rates, supported by appropriate documentation of such value or rates; and

(h) enter into such investments or other transactions as may be prescribed. R.S.O. 1990, c. L.25, s. 142 (1); 1994, c. 17, s. 109; 1997, c. 19, s. 13 (10); 1999, c. 6, s. 34 (7, 8); 2005, c. 5, s. 38 (13, 14).

Loans to employees, board approval not required

(2) Despite clause (1) (a) or (b), if permitted by the regulations, a provincial corporation may make a loan to an employee of the corporation who is not a director or officer of the corporation or to his or her spouse or child without obtaining the approval of the board of directors if the amount of the loan does not exceed such amount as may be prescribed and there is compliance with subclauses (1) (a) (i) and (ii) or clause (1) (b), as the case may be. R.S.O. 1990, c. L.25, s. 142 (2); 1997, c. 19, s. 13 (10); 1999, c. 6, s. 34 (9); 2005, c. 5, s. 38 (15).

Other permitted transactions, board approval not required

(3) A provincial corporation or a subsidiary of a provincial corporation, without the approval of the board of directors of the provincial corporation, may enter into,

(a) employment contracts with persons who are not directors or officers of the corporation or the subsidiary;

(b) transactions with a restricted party which involve nominal or immaterial expenditures by the corporation or the subsidiary;

(c) transactions with a restricted party for the sale of goods or the provision of services normally provided to the public by the corporation or the subsidiary in the ordinary course of business so long as the prices and rates charged by the corporation or subsidiary are competitive and at fair rates; and

(d) such investments or other transactions as may be prescribed. R.S.O. 1990, c. L.25, s. 142 (3); 1997, c. 19, s. 13 (10).

Approvals committee

(4) The board of directors of a provincial corporation may delegate its power to approve transactions as required by this section to an approvals committee consisting of not fewer than five to be appointed from among their number, a majority of whom shall be outside directors. R.S.O. 1990, c. L.25, s. 142 (4); 1997, c. 19, s. 13 (10).

Idem

(5) An approvals committee shall not approve a transaction unless at least five members, a majority of whom are outside directors, are present and voting. R.S.O. 1990, c. L.25, s. 142 (5).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 142 is repealed by the Statutes of Ontario, 2001, chapter 8, section 113. See: 2001, c. 8, ss. 113, 183 (2).

Onus of proof

143. The onus is upon the restricted party and the provincial corporation or its subsidiary to demonstrate,

(a) for the purpose of subclause 142 (1) (a) (iii), that the terms of the loan are no more favourable than those offered by the corporation in the ordinary course of business;

(b) for the purpose of clause 142 (1) (c), that it is reasonable that the services be obtained or supplied;

(c) for the purpose of subclause 142 (1) (c) (i), that the consideration is at or exceeds competitive and fair rates;

(d) for the purpose of subclause 142 (1) (c) (ii), that the consideration does not exceed competitive and fair rates;

(e) for the purpose of clause 142 (1) (d), that the rent does not exceed fair rental value and the terms of the lease are otherwise competitive and not unreasonable;

(f) for the purpose of clause 142 (1) (g), that the price paid is competitive and at market value or fair rates;

(g) for the purpose of clause 142 (3) (b), that expenditures are nominal or immaterial; and

(h) for the purpose of clause 142 (3) (c), that services are normally provided to the public in the ordinary course of business and that the prices and rates are competitive and at fair rates. R.S.O. 1990, c. L.25, s. 143; 1997, c. 19, s. 13 (10).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 143 is repealed by the Statutes of Ontario, 2001, chapter 8, section 114. See: 2001, c. 8, ss. 114, 183 (2).

Trusts and estates

144. (1) A registered trust corporation shall not participate in, or enter into, any investment or other transaction with its subsidiaries or restricted parties using funds, except deposits, held by the corporation as a fiduciary. R.S.O. 1990, c. L.25, s. 144 (1).

Idem

(2) Except as provided in this section, a registered trust corporation shall not invest funds held by the registered corporation as a fiduciary in securities of the corporation or its subsidiaries or restricted parties. R.S.O. 1990, c. L.25, s. 144 (2).

Exception

(3) A registered trust corporation may act as a fiduciary of one or more trusts or estates that owns securities of the corporation or its subsidiaries or restricted parties if the securities were acquired before the corporation assumed responsibility as a fiduciary. R.S.O. 1990, c. L.25, s. 144 (3).

Approval of board

(4) Where a registered trust corporation acts as a fiduciary of one or more trusts or estates holding securities of the corporation, the securities shall not be sold or voted or an offer for the securities refused except with the approval of the board of directors and the reasons for such actions shall be entered in the minutes of the board of directors. R.S.O. 1990, c. L.25, s. 144 (4).

Annual report

(5) Each year, the board of directors shall approve a report on the securities of the registered corporation and its subsidiaries and restricted parties held by the corporation as fiduciary and the reasons for their retention or sale. R.S.O. 1990, c. L.25, s. 144 (5).

Limitation

(6) Nothing in this section authorizes a registered trust corporation to perform any act as a fiduciary which is otherwise prohibited. R.S.O. 1990, c. L.25, s. 144 (6).

Saving

(7) Nothing in this section prevents a registered trust corporation from,

(a) fulfilling a specific direction or permission of a court or of an instrument creating a fiduciary duty that the corporation should or may purchase or sell securities of the corporation or its subsidiaries or restricted parties or participate in, or enter into, any investment or other transaction with its subsidiaries or restricted parties but a general power to invest in the discretion of the fiduciary shall not be considered to be a specific direction or permission for the purposes of this clause;

(b) investing funds held by it as a fiduciary in the securities of its restricted parties for which there is a published market, as defined in section 89 of the Securities Act;

(c) participating in or entering into an investment that a co-fiduciary or the co-fiduciaries of the corporation can direct to be made without the agreement of the corporation and that the co-fiduciary or co-fiduciaries have directed to be made. R.S.O. 1990, c. L.25, s. 144 (7).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 144 is repealed by the Statutes of Ontario, 2001, chapter 8, section 115. See: 2001, c. 8, ss. 115, 183 (2).

Exemption

145. (1) Upon the application of a provincial corporation filed with the Superintendent, the Superintendent may consent to the provincial corporation making or entering into any investment or other transaction set out in this Part, with a restricted party if, in the opinion of the Superintendent, the consent is in the best interests of the provincial corporation and the consent may be subject to such terms and conditions as are set out in the consent. 1997, c. 19, s. 13 (11).

Idem

(2) Subsection (1) does not apply so as to permit the giving of consent for an investment or other transaction that is prohibited by section 144. R.S.O. 1990, c. L.25, s. 145 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 145 is repealed by the Statutes of Ontario, 2001, chapter 8, section 116. See: 2001, c. 8, ss. 116, 183 (2).

Disclosure of interest

146. (1) A restricted party who is a party to an investment or other transaction with a provincial corporation or a subsidiary of a provincial corporation or to a proposed investment or other transaction with the corporation or the subsidiary for which the approval of the board of directors of the corporation is required, whether under this Act or otherwise, shall disclose in writing to the corporation the nature of the restricted party’s interest. R.S.O. 1990, c. L.25, s. 146 (1); 1997, c. 19, s. 13 (10).

Disclosure of cross-directorship

(2) A director or officer of a provincial corporation, with respect to an investment or other transaction with the corporation or a subsidiary of the corporation or with respect to a proposed investment or other transaction with the corporation or the subsidiary, shall disclose the nature of the interest if,

(a) he or she is a director or an officer of a body corporate that is a party to any investment or other transaction of the corporation or the subsidiary or a proposed investment or other transaction of the corporation or subsidiary; or

(b) he or she holds 10 per cent or more of the shares of a body corporate described in clause (a). R.S.O. 1990, c. L.25, s. 146 (2); 1997, c. 19, s. 13 (10).

Disclosure by director

(3) The disclosure required by subsection (1) or (2) shall be entered in the minutes of the board of directors and shall be made, in the case of a director,

(a) at the meeting at which a proposed investment or other transaction is first considered;

(b) if the director was not then interested in a proposed investment or other transaction, at the first meeting after becoming interested;

(c) if the director becomes interested after an investment or other transaction is entered into, at the first meeting after becoming interested; or

(d) if a person who is interested in an investment or other transaction later becomes a director, at the first meeting after becoming a director. R.S.O. 1990, c. L.25, s. 146 (3).

Disclosure by others

(4) The disclosure required by subsection (1) or (2) shall be made, in the case of a restricted party who is not a director,

(a) forthwith after becoming aware that the investment or other transaction or proposed investment or other transaction is to be considered or has been considered at a meeting of directors;

(b) if the restricted party becomes interested after an investment or other transaction is entered into, forthwith after becoming interested; or

(c) if a person who is interested in an investment or other transaction later becomes a restricted party, forthwith after becoming a restricted party. R.S.O. 1990, c. L.25, s. 146 (4).

Director not to vote

(5) A director required by subsection (1) or (2) to make a disclosure shall not take part in the discussion or vote on any resolution to approve an investment or transaction in relation to which disclosure is required under subsection (1) or (2) and the director shall not be present at any meeting of the board while it is dealing with the matter. R.S.O. 1990, c. L.25, s. 146 (5).

Director not to use influence

(6) A director referred to in subsection (5) shall not attempt in any way to influence the voting on any resolution to approve an investment or other transaction. R.S.O. 1990, c. L.25, s. 146 (6).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 146 is repealed by the Statutes of Ontario, 2001, chapter 8, section 117. See: 2001, c. 8, ss. 117, 183 (2).

Procedures

147. (1) Every registered corporation shall establish and its board of directors shall approve written review and approval procedures to be followed by the corporation to ensure compliance with this Part, and the board of directors shall review the procedures so established at least once each year. R.S.O. 1990, c. L.25, s. 147 (1).

Idem

(2) The procedures referred to in subsection (1) shall be developed for a provincial corporation by the investment committee of the board of directors and shall be reviewed at least twice each year by the investment committee. R.S.O. 1990, c. L.25, s. 147 (2); 1997, c. 19, s. 13 (12).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 147 is repealed by the Statutes of Ontario, 2001, chapter 8, section 118. See: 2001, c. 8, ss. 118, 183 (2).

Voidable contract

148. Where a restricted party, a registered corporation or any subsidiary of a registered corporation fails to comply with this Part, and where an investment or other transaction which is prohibited by this Part takes place, the corporation or the Superintendent may apply to the Ontario Court (General Division) for an order setting aside the investment or other transaction and directing that the restricted party account to the registered corporation for any profit or gain realized and upon such application the court may so order or make such other order as it thinks fit, including an order for compensation for the loss or damage suffered by the corporation and punitive or exemplary damages from the restricted party. R.S.O. 1990, c. L.25, s. 148.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 148 is repealed by the Statutes of Ontario, 2001, chapter 8, section 119. See: 2001, c. 8, ss. 119, 183 (2).

Derivative action

149. (1) Where an investment or other transaction that is prohibited under this Part takes place, a registered corporation or the Superintendent may apply to the Ontario Court (General Division) for an order that each person who participated in or facilitated such investment or other transaction made in contravention of this Part pay to the corporation on a joint and several basis,

(a) the damages suffered;

(b) the face value of the investment; or

(c) the amount expended by the corporation in the transaction. R.S.O. 1990, c. L.25, s. 149 (1).

Saving

(2) Subsection (1) does not apply to a person who is not a director, unless the person knew or ought reasonably to have known that the investment or other transaction was made in contravention of this Part. R.S.O. 1990, c. L.25, s. 149 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 149 is repealed by the Statutes of Ontario, 2001, chapter 8, section 119. See: 2001, c. 8, ss. 119, 183 (2).

Reporting by auditor

150. An auditor shall promptly report to the board of directors and the Superintendent any breach of any provision of this Part of which the auditor is aware or of which the auditor is made aware under section 151 and, if the board of directors does not act to rectify the breach within a reasonable period of time, the auditor shall promptly report the failure to rectify to the Superintendent. R.S.O. 1990, c. L.25, s. 150.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 150 is repealed by the Statutes of Ontario, 2001, chapter 8, section 119. See: 2001, c. 8, ss. 119, 183 (2).

Reporting by others

151. (1) Any person undertaking professional services for a registered corporation who, in providing the professional services, becomes aware of a breach of the provisions of this Part shall promptly report the breach to the board of directors and the auditor of the corporation unless the person has already reported the breach under section 150. R.S.O. 1990, c. L.25, s. 151 (1).

Professional advice

(2) No person undertaking professional services for a provincial corporation shall advise the provincial corporation or perform services for the corporation in an investment or other transaction in or to which the person is a party or has a direct or indirect beneficial interest in the subject-matter of the investment or transaction. R.S.O. 1990, c. L.25, s. 151 (2); 1997, c. 19, s. 13 (10).

Solicitor-client privilege

(3) Nothing in this section abrogates any privilege that may exist between a solicitor and his or her client. R.S.O. 1990, c. L.25, s. 151 (3).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 151 is repealed by the Statutes of Ontario, 2001, chapter 8, section 120. See: 2001, c. 8, ss. 120, 183 (2).

No liability

152. A person who in good faith makes a report under subsection 151 (1) shall not be liable in any civil action arising therefrom. R.S.O. 1990, c. L.25, s. 152.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 152 is repealed by the Statutes of Ontario, 2001, chapter 8, section 121. See: 2001, c. 8, ss. 121, 183 (2).

PART X
BUSINESS AND INVESTMENTS

Application of ss. 154-172

153. Sections 154 to 172 do not apply to funds, except deposits, held by a provincial corporation as a fiduciary. R.S.O. 1990, c. L.25, s. 153; 1997, c. 19, s. 13 (10).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 153 is repealed by the Statutes of Ontario, 2001, chapter 8, section 122. See: 2001, c. 8, ss. 122, 183 (2).

Prudent investment standards

154. (1) Every provincial corporation shall adhere to prudent investment standards in making investment decisions and in managing its total investments. R.S.O. 1990, c. L.25, s. 154 (1); 1997, c. 19, s. 13 (10).

Idem

(2) For the purposes of this Act, prudent investment standards are those which, in the overall context of an investment portfolio, a reasonably prudent person would apply to investments made on behalf of another person with whom there exists a fiduciary relationship to make such investments, without undue risk of loss or impairment and with a reasonable expectation of fair return or appreciation. R.S.O. 1990, c. L.25, s. 154 (2).

Procedures

(3) Every provincial corporation shall establish written procedures to ensure that prudent investment standards are applied by the corporation in making investment decisions and in managing the total investments of the corporation. R.S.O. 1990, c. L.25, s. 154 (3); 1997, c. 19, s. 13 (10).

Development of procedures

(4) The procedures referred to in subsection (3) shall be developed by the investment committee of the board of directors of the corporation and shall be reviewed at least twice each year by the investment committee. R.S.O. 1990, c. L.25, s. 154 (4).

Idem

(5) The investment committee shall report on its review under subsection (4) and shall give its recommendations, if any, with respect to the procedures referred to in subsection (3) to the board of directors. R.S.O. 1990, c. L.25, s. 154 (5).

Approval by board

(6) The procedures referred to in subsection (3) shall be subject to the approval of the board of directors and the board, upon receipt of any recommendation from the investment committee, shall review such procedures and make such changes as may be necessary. R.S.O. 1990, c. L.25, s. 154 (6).

Procedures filed

(7) Every provincial corporation shall file with the Superintendent a copy of its written procedures and a copy of any changes in those procedures together with a certified copy of the resolution of the board of directors approving the procedures or the change, and shall do so within 30 days of the approval. 1994, c. 17, s. 110; 1997, c. 19, s. 13 (10).

Implementation

(8) A provincial corporation shall not implement its written procedures until the board of directors has approved them and filed them with the Superintendent. 1994, c. 17, s. 110; 1997, c. 19, s. 13 (10).

Superintendent’s order

(9) Where the Superintendent believes on reasonable grounds that the written procedures of a provincial corporation, including any changes in those procedures, are inconsistent with prudent investment standards or are not comprehensive, the Superintendent, after giving the provincial corporation an opportunity to be heard, may order the board of directors to review and amend those procedures. 1994, c. 17, s. 110; 1997, c. 19, s. 13 (10).

Same

(10) Where the Superintendent makes such an order, the board of directors shall review and amend those procedures forthwith, taking into account the matters specified in the Superintendent’s order. 1994, c. 17, s. 110.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 154 is repealed by the Statutes of Ontario, 2001, chapter 8, section 123. See: 2001, c. 8, ss. 123, 183 (2).

Deposits

Deposits, loan corporations

155. (1) A registered provincial loan corporation and any other registered loan corporation that has capacity to do so may, in a debtor and creditor relationship for the purposes of investment, receive money,

(a) repayable on demand or after notice; or

(b) repayable upon the expiry of a fixed term,

and the corporation may issue debentures or other evidences of indebtedness in respect thereof, appropriate to the debtor and creditor relationship created thereby. R.S.O. 1990, c. L.25, s. 155 (1).

Deposits, trust corporations

(2) A registered provincial trust corporation and any other registered trust corporation that has capacity to do so may, for the purpose of investment, receive money,

(a) repayable upon demand or after notice; or

(b) repayable upon the expiry of a fixed term,

and the corporation may issue investment certificates or other evidences of the money received, appropriate to the trust relationship created thereby. R.S.O. 1990, c. L.25, s. 155 (2).

Idem

(3) Money received by a trust corporation under subsection (2) shall be deemed to be held by it in trust for its depositors and it shall be deemed to guarantee the repayment thereof. R.S.O. 1990, c. L.25, s. 155 (3).

Idem

(4) Despite subsection (3), a trust corporation may retain the interest and profit resulting from the investment of money received by it under subsection (2) in excess of the amount of interest payable to its depositors in respect thereof. R.S.O. 1990, c. L.25, s. 155 (4).

Idem

(5) Every provincial trust corporation receiving money as authorized by subsection (2) shall earmark and set aside in respect thereof securities, or cash and securities, equal to the full aggregate amount thereof and, for the purposes of this subsection, “cash” includes money on deposit and “securities” includes investments authorized under section 170 and not prohibited by this Act or the regulations. R.S.O. 1990, c. L.25, s. 155 (5); 1994, c. 17, s. 111; 1997, c. 19, s. 13 (13).

Idem

(6) An investment certificate or other evidence of money received issued by a trust corporation shall indicate in a clearly visible manner that it is guaranteed only as against the assets of the corporation earmarked and set aside under subsection (5). R.S.O. 1990, c. L.25, s. 155 (6).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 155 is repealed by the Statutes of Ontario, 2001, chapter 8, section 124 and the following substituted:

Status of money received as a deposit

155. Money received by a trust corporation as a deposit shall be deemed to be held by it in trust for its depositors and the trust corporation shall be deemed to guarantee the repayment thereof. 2001, c. 8, s. 124.

See: 2001, c. 8, ss. 124, 183 (2).

Deposit insurance

156. (1) No registered corporation shall exercise the powers mentioned in section 155 unless it is a member of the Canada Deposit Insurance Corporation or its deposits are insured by some other public agency approved by the Superintendent to the maximum amounts permitted by the agency. R.S.O. 1990, c. L.25, s. 156 (1).

Idem

(2) A provincial corporation, with the approval of the Superintendent, may borrow money from the Canada Deposit Insurance Corporation or other similar public agencies approved by the Superintendent and, for such purposes, the corporation may mortgage thereto the cash and securities earmarked and set aside under section 155. R.S.O. 1990, c. L.25, s. 156 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 156 is repealed by the Statutes of Ontario, 2001, chapter 8, section 125. See: 2001, c. 8, ss. 125, 183 (2).

Borrowing multiples, limits

157. (1) Subject to subsections (2), (3) and (4), the total amount,

(a) received as deposits and otherwise borrowed by a provincial loan corporation; and

(b) received as deposits and borrowed by a provincial trust corporation,

shall not exceed, at any time, an amount equal to ten times its capital base. R.S.O. 1990, c. L.25, s. 157 (1); 1997, c. 19, s. 13 (10).

Exclusions from calculation

(2) Amounts borrowed by a provincial corporation by way of subordinated indebtedness and by way of mortgages on real estate owned by the corporation shall not be included in a determination of a total amount under subsection (1). R.S.O. 1990, c. L.25, s. 157 (2); 1994, c. 17, s. 112; 1997, c. 19, s. 13 (10).

Increase in borrowing multiple

(3) On the application of a provincial corporation, the Superintendent, by order and subject to such terms and conditions as may be set out in the order, may increase the total amount that may be borrowed or received by the corporation to an amount equal to such multiplier in excess of ten times but not exceeding twenty-five times its capital base as may be set out in the order and subsections (1) and (2) shall be deemed to apply to such increased amount, substituting the new multiplier for “ten” in subsection (1). R.S.O. 1990, c. L.25, s. 157 (3); 1997, c. 19, s. 13 (10).

Borrowing over limit

(4) A provincial corporation may exceed, at any time, the limit on its borrowing multiple as set out in subsection (1) or as set out in an order under subsection (3) if the board of directors has approved, by a resolution passed on an annual basis, the exceeding of the limit and so long as the amount by which the limit is exceeded is invested in a manner prescribed by the regulations. R.S.O. 1990, c. L.25, s. 157 (4); 1997, c. 19, s. 13 (10).

Copy of special resolution

(5) No order shall be made under subsection (3) unless the application of the corporation is accompanied by a certified copy of a special resolution of the corporation supporting the increase requested under subsection (3). R.S.O. 1990, c. L.25, s. 157 (5).

Duty of Superintendent

(6) At least once each year, the Superintendent shall review the borrowing multiple authorized for each corporation to determine if the borrowing multiple is appropriate. R.S.O. 1990, c. L.25, s. 157 (6).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 157 is repealed by the Statutes of Ontario, 2001, chapter 8, section 126. See: 2001, c. 8, ss. 126, 183 (2).

Subordinated indebtedness

158. (1) A provincial corporation shall not issue subordinated indebtedness unless the subordinated indebtedness is fully paid for in money or, with the approval of the Superintendent, in property. 1994, c. 17, s. 113; 1997, c. 19, s. 13 (10).

Deemed not deposit

(2) Subordinated indebtedness issued by a provincial corporation shall be deemed not to be a deposit and is subordinate in right of payment to deposits held by the provincial corporation. 1994, c. 17, s. 113; 1997, c. 19, s. 13 (10).

Currency

(3) When issuing subordinated indebtedness, a provincial corporation may provide that any aspect of the indebtedness relating to money or involving the payment of or the liability to pay money in relation to the indebtedness be in a currency other than that of Canada including, without restricting the generality of the foregoing, the payment of any interest on the indebtedness. 1994, c. 17, s. 113; 1997, c. 19, s. 13 (10).

Same

(4) A provincial corporation shall not issue subordinated indebtedness if, after issuing it, the total subordinated indebtedness of the corporation would exceed one half of its capital base. 1994, c. 17, s. 113; 1997, c. 19, s. 13 (10).

Form approved by Superintendent

(5) Every instrument evidencing subordinated indebtedness shall be in a form approved for the provincial corporation by the Superintendent and shall contain such information as the Superintendent may require. 1994, c. 17, s. 113; 1997, c. 19, s. 13 (10).

Subordinated notes

(6) A subordinated note issued under section 158 of this Act, as it was before the Budget Measures Act, 1994 came into force, shall be deemed to be subordinated indebtedness for the purposes of this Act. 1994, c. 17, s. 113.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 158 is repealed by the Statutes of Ontario, 2001, chapter 8, section 127. See: 2001, c. 8, ss. 127, 183 (2).

Pledging for liquidity reasons

159. (1) A provincial corporation may pledge any of its own assets as security for a debt obligation of the corporation if the debt obligation is issued in respect of money borrowed to enable the corporation to meet short term requirements for liquid funds arising from its operations and if the total debt obligation of the corporation in relation to which assets are so pledged does not exceed 50 per cent of the capital base. R.S.O. 1990, c. L.25, s. 159 (1); 1997, c. 19, s. 13 (10).

Exception

(2) Subsection (1) does not apply so as to prevent a pledge of assets to the Government of Canada with respect to the sale of Canada Savings Bonds or such other transactions as may be named in the regulations. R.S.O. 1990, c. L.25, s. 159 (2).

Notice to Superintendent

(3) A corporation pledging any asset under subsection (1) shall promptly notify the Superintendent in writing of the amount so secured. R.S.O. 1990, c. L.25, s. 159 (3).

Borrowing without security

(4) A provincial trust corporation shall not borrow money, except from a bank or a registered corporation, unless,

(a) it is borrowing by way of subordinated indebtedness; or

(b) it is borrowing as authorized by subsection (1). R.S.O. 1990, c. L.25, s. 159 (4); 1994, c. 17, s. 114; 1997, c. 19, s. 13 (14).

Receiver prohibited

(5) Any agreement under which a creditor of a provincial corporation is authorized by reason of the failure of the corporation to make payment in respect of a debt obligation to appoint a receiver or acquire control of the corporation or of any asset of the corporation, other than an asset pledged under subsection (1) or (2), is void. R.S.O. 1990, c. L.25, s. 159 (5); 1997, c. 19, s. 13 (10).

Pledge to restricted party prohibited

(6) A provincial corporation shall not pledge any of its assets to a restricted party of the corporation. R.S.O. 1990, c. L.25, s. 159 (6); 1997, c. 19, s. 13 (10).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 159 is repealed by the Statutes of Ontario, 2001, chapter 8, section 128. See: 2001, c. 8, ss. 128, 183 (2).

Liquidity

160. Every provincial corporation, at all times, shall maintain liquid assets in such form and amounts and in such manner as is prescribed. R.S.O. 1990, c. L.25, s. 160; 1997, c. 19, s. 13 (10).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 160 is repealed by the Statutes of Ontario, 2001, chapter 8, section 129. See: 2001, c. 8, ss. 129, 183 (2).

Restriction on pledging total assets

161. (1) Except as provided in this Act, no provincial corporation shall directly or indirectly pledge any part of its total assets. R.S.O. 1990, c. L.25, s. 161 (1); 1994, c. 17, s. 115 (1); 1997, c. 19, s. 13 (10).

(2) Repealed: 1994, c. 17, s. 115 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 161 is repealed by the Statutes of Ontario, 2001, chapter 8, section 130. See: 2001, c. 8, ss. 130, 183 (2).

Investments

162. (1) A provincial corporation may make any loan or investment that is not prohibited by this Act or the regulations. 1994, c. 17, s. 116; 1997, c. 19, s. 13 (10).

Same

(2) A loan or investment made by a provincial corporation is subject to the prescribed conditions and restrictions. 1994, c. 17, s. 116; 1997, c. 19, s. 13 (10).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 162 is repealed by the Statutes of Ontario, 2001, chapter 8, section 131. See: 2001, c. 8, ss. 131, 183 (2).

Subsidiaries

163. (1) With the prior written approval of the Superintendent, a provincial corporation may establish or acquire prescribed subsidiaries, if it does so in accordance with the prescribed terms and conditions. 1994, c. 17, s. 117; 1997, c. 19, s. 13 (10).

Application to Superintendent

(2) On written application by a provincial corporation, the Superintendent may, by order and subject to the terms and conditions set out in the order, deem a body corporate named in the order to be a prescribed subsidiary and give approval to the provincial corporation to establish or acquire it, if the body corporate’s activities are substantially similar to those of a body corporate prescribed under subsection (1). 1994, c. 17, s. 117; 1997, c. 19, s. 13 (10).

Revoke approval

(3) The Superintendent may revoke an approval for a provincial corporation and order it to divest itself of a subsidiary if,

(a) the provincial corporation has not complied with conditions or restrictions applicable to the investment;

(b) the body corporate is no longer a prescribed subsidiary; or

(c) in the case of an approval under subsection (2), the body corporate’s activities are no longer substantially similar to those of a body corporate prescribed under subsection (1). 1994, c. 17, s. 117; 1997, c. 19, s. 13 (10).

Same

(4) A provincial corporation against which an order is made shall divest itself of the subsidiary in accordance with the order. 1994, c. 17, s. 117; 1997, c. 19, s. 13 (10).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 163 is repealed by the Statutes of Ontario, 2001, chapter 8, section 132. See: 2001, c. 8, ss. 132, 183 (2).

Commercial loans

164. With the prior written approval of the Superintendent, a provincial corporation may make commercial loans, if it does so in accordance with the prescribed terms and conditions. 1994, c. 17, s. 117; 1997, c. 19, s. 13 (10).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 164 is repealed by the Statutes of Ontario, 2001, chapter 8, section 133. See: 2001, c. 8, ss. 133, 183 (2).

Order to dispose of investment

165. The Superintendent, having given a provincial corporation an opportunity to be heard, may order the corporation to dispose of a loan or investment within the period the Superintendent considers reasonable if,

(a) the loan or investment was made or acquired in contravention of this Act or the regulations; or

(b) the Superintendent believes on reasonable grounds that the loan or investment is inconsistent with prudent investment standards. 1994, c. 17, s. 117; 1997, c. 19, s. 13 (10).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 165 is repealed by the Statutes of Ontario, 2001, chapter 8, section 134. See: 2001, c. 8, ss. 134, 183 (2).

166. Repealed: 1994, c. 17, s. 117.

167. Repealed: 1994, c. 17, s. 117.

168. Repealed: 1994, c. 17, s. 117.

169. Repealed: 1994, c. 17, s. 117.

Other investments authorized

170. (1) The Superintendent may authorize the acceptance or retention by a provincial corporation of securities or other assets not fulfilling the requirements of this Act but obtained,

(a) in payment or part payment for securities sold by the corporation;

(b) under an arrangement made in good faith for the reorganization of a body corporate whose securities were previously owned by the corporation;

(c) under an amalgamation with another body corporate of the body corporate whose securities were previously owned by the corporation;

(d) for the purpose of protecting investments of the corporation;

(e) by virtue of the purchase by the corporation of the assets of another corporation; or

(f) by virtue of realizing on the security for a loan where the security is shares in a body corporate. 1997, c. 19, s. 13 (15).

Same

(2) Securities or other assets whose acceptance or retention is authorized under subsection (1) shall be sold and disposed of within two years from the date of the authorization or, subject to such terms and conditions as the Superintendent considers necessary, within such further period or periods of time as the Superintendent may specify. 1997, c. 19, s. 13 (15).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 170 is repealed by the Statutes of Ontario, 2001, chapter 8, section 135. See: 2001, c. 8, ss. 135, 183 (2).

Additional collateral

171. A provincial corporation may take real or personal property as collateral security for any advance or for any debt due to the corporation in addition to any other security for the advance or debt required under this Act. R.S.O. 1990, c. L.25, s. 171; 1997, c. 19, s. 13 (10).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 171 is repealed by the Statutes of Ontario, 2001, chapter 8, section 136. See: 2001, c. 8, ss. 136, 183 (2).

Allocation of security

172. A single loan that is secured by two or more assets or classes of assets that would, but for this section, not be an investment of the corporation permitted under this Act may be divided into different amounts and considered as separate loans with respect to each asset or class of assets for the purposes of determining whether the loan is permitted under this Act. R.S.O. 1990, c. L.25, s. 172.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 172 is repealed by the Statutes of Ontario, 2001, chapter 8, section 137. See: 2001, c. 8, ss. 137, 183 (2).

Common trust funds authorized

173. (1) Despite this or any other Act, a registered provincial trust corporation and any other registered trust corporation that has capacity to do so may, unless the trust instrument otherwise directs, invest money held by it as a fiduciary, other than deposits, in one or more common trust funds of the trust corporation and, where trust money is held by the trust corporation as a co-trustee, the investment thereof in a common trust fund may only be made by the trust corporation with the consent of its co-trustees. R.S.O. 1990, c. L.25, s. 173 (1).

Exception

(2) A common trust fund authorized by subsection (1) shall not include any money in relation to a trust established exclusively for savings plans registered under the Income Tax Act (Canada). R.S.O. 1990, c. L.25, s. 173 (2).

Idem

(3) No common trust fund shall be established or operated except in the prescribed manner. R.S.O. 1990, c. L.25, s. 173 (3).

Note: On a day to be named by proclamation of the Lieutenant Governor, subsection (3) is repealed by the Statutes of Ontario, 2001, chapter 8, section 138. See: 2001, c. 8, ss. 138, 183 (2).

Passing of accounts

(4) A trust corporation may, at any time, and shall, when required in writing by the Superintendent so to do under subsection (5), file and pass an account of its dealings with respect to a common trust fund in the Ontario Court (General Division), and the court, on the passing of the account, has, subject to this section, the same duties and powers as in the case of the passing of executors’ accounts. R.S.O. 1990, c. L.25, s. 173 (4).

Note: On a day to be named by proclamation of the Lieutenant Governor, subsection (4) is repealed by the Statutes of Ontario, 2001, chapter 8, section 138. See: 2001, c. 8, ss. 138, 183 (2).

When account final

(5) An account filed with the Superintendent in accordance with the regulations, except so far as mistake or fraud is shown, is binding and conclusive upon all interested persons as to all matters shown in the account and as to the trust corporation’s administration of the common trust fund for the period covered by the account, unless within six months after the date upon which the account is so filed, the Superintendent requires in writing that the account be filed and passed in the Ontario Court (General Division). R.S.O. 1990, c. L.25, s. 173 (5).

Note: On a day to be named by proclamation of the Lieutenant Governor, subsection (5) is repealed by the Statutes of Ontario, 2001, chapter 8, section 138. See: 2001, c. 8, ss. 138, 183 (2).

Accounting only necessary under this section or regulations

(6) Despite any other Act or law, a trust corporation shall not be required to render an account of its dealings with a common trust fund except as provided in this section or the regulations. R.S.O. 1990, c. L.25, s. 173 (6).

Note: On a day to be named by proclamation of the Lieutenant Governor, subsection (6) is repealed by the Statutes of Ontario, 2001, chapter 8, section 138. See: 2001, c. 8, ss. 138, 183 (2).

Time and place for passing of account

(7) Upon the filing of an account under this section, the court shall fix a time and place for the passing of the account, and the trust corporation shall cause a written notice of the appointment and a copy of the account to be served upon the Superintendent at least fourteen days before the date fixed for the passing, and the trust corporation shall not be required to give any other notice of the appointment. R.S.O. 1990, c. L.25, s. 173 (7).

Note: On a day to be named by proclamation of the Lieutenant Governor, subsection (7) is repealed by the Statutes of Ontario, 2001, chapter 8, section 138. See: 2001, c. 8, ss. 138, 183 (2).

Form of account

(8) For the purposes of an accounting under this section, an account may be filed in the form of audited accounts filed with the Superintendent in accordance with the regulations. R.S.O. 1990, c. L.25, s. 173 (8).

Note: On a day to be named by proclamation of the Lieutenant Governor, subsection (8) is repealed by the Statutes of Ontario, 2001, chapter 8, section 138. See: 2001, c. 8, ss. 138, 183 (2).

Superintendent to represent persons having interest in fund

(9) Upon the passing of an account under this section, the Superintendent shall represent all persons having an interest in the funds invested in the common trust fund, but any such person has the right, at the person’s own expense, to appear personally or to be separately represented. R.S.O. 1990, c. L.25, s. 173 (9).

Note: On a day to be named by proclamation of the Lieutenant Governor, subsection (9) is repealed by the Statutes of Ontario, 2001, chapter 8, section 138. See: 2001, c. 8, ss. 138, 183 (2).

Approval of court

(10) Where an account filed under this section has been approved by the Ontario Court (General Division), the approval, except so far as mistake or fraud is shown, is binding and conclusive upon all interested persons as to all matters shown in the account and as to the trust corporation’s administration of the common trust fund for the period covered by the account. R.S.O. 1990, c. L.25, s. 173 (10).

Note: On a day to be named by proclamation of the Lieutenant Governor, subsection (10) is repealed by the Statutes of Ontario, 2001, chapter 8, section 138. See: 2001, c. 8, ss. 138, 183 (2).

Costs

(11) The costs of passing an account under this section shall be charged to principal and income of the common trust fund in such proportions as the Ontario Court (General Division) considers proper. R.S.O. 1990, c. L.25, s. 173 (11).

Note: On a day to be named by proclamation of the Lieutenant Governor, subsection (11) is repealed by the Statutes of Ontario, 2001, chapter 8, section 138. See: 2001, c. 8, ss. 138, 183 (2).

174. Repealed: 2001, c. 8, s. 139.

Trustee, executor, etc.

175. (1) Repealed: 2001, c. 8, s. 140.

Approval of the corporation as executor, etc.

(2) Where a registered trust corporation is authorized to execute the office of executor, administrator, trustee, receiver, liquidator, assignee, guardian or committee, and the Lieutenant Governor in Council approves of the corporation being accepted as a trust corporation for the purposes of the Ontario Court (General Division), every court or judge having authority to appoint such an officer may, with the consent of the corporation, appoint the corporation to exercise any of such offices in respect of any estate or person under the authority of such court or judge, or may grant to the corporation probate of any will in which the corporation is named as an executor. R.S.O. 1990, c. L.25, s. 175 (2).

Appointment as trustee

(3) A registered trust corporation approved by the Lieutenant Governor in Council under subsection (2),

(a) may be appointed to be a sole trustee, even though but for this Act it would be necessary to appoint more than one trustee; and

(b) may be appointed to any of the offices mentioned in subsection (2) jointly with another person,

and the appointment may be made whether the trustee is required under a deed, will or document creating a trust or whether the appointment is under the Trustee Act or otherwise. R.S.O. 1990, c. L.25, s. 175 (3).

Security not required

(4) Despite any rule, practice or statutory provision, it is not necessary for a trust corporation approved under subsection (2) to give any security for the due performance of its duty as executor, administrator, trustee, receiver, liquidator, assignee, guardian or committee unless so ordered by a court. R.S.O. 1990, c. L.25, s. 175 (4).

Trusts

176. (1) A registered corporation is not bound to see to the execution of any trust, whether express, implied or constructive, other than a trust to which the corporation is a party, to which any of its deposits are subject. R.S.O. 1990, c. L.25, s. 176 (1).

Sufficient discharge

(2) The receipt of the person in whose name any deposit stands in the books of the corporation to which subsection (1) applies is a sufficient discharge to the corporation for any payment made in respect thereof, and a direction to transfer, signed by the person in whose name any such deposit stands in the books of the corporation, is sufficient authority to the corporation for any transfer made in respect thereof, despite any trust to which the same may then be subject and whether the corporation has or has not had notice of the trust. R.S.O. 1990, c. L.25, s. 176 (2).

Application of money paid

(3) A corporation is not bound to see to the application of any money paid upon a receipt under subsection (2). R.S.O. 1990, c. L.25, s. 176 (3).

Note: On a day to be named by proclamation of the Lieutenant Governor, the Act is amended by the Statutes of Ontario, 1999, chapter 12, Schedule I, subsection 5 (1) by adding the following section:

Cost of Borrowing

Definition of “cost of borrowing”

176.1 In sections 176.2 to 176.10,

“cost of borrowing”, for a loan made by a registered corporation, means,

(a) the interest or discount applicable to the loan,

(b) any amount charged in connection with the loan that is payable by the borrower to the registered corporation,

(c) any amount charged in connection with the loan that is payable by the borrower to a person other than the registered corporation, where the amount is chargeable, directly or indirectly, by the person to the registered corporation, and

(d) any charge prescribed by the regulations as included in the cost of borrowing,

but does not include any charge prescribed by the regulations as excluded from the cost of borrowing. 1999, c. 12, Sched. I, s. 5 (1).

See: 1999, c. 12, Sched. I, ss. 5 (1), 8 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 176.1 is repealed by the Statutes of Ontario, 2001, chapter 8, section 141. See: 2001, c. 8, ss. 141, 183 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, the Act is amended by the Statutes of Ontario, 1999, chapter 12, Schedule I, subsection 5 (1) by adding the following section:

Rebate of borrowing costs

176.2 (1) This section applies where,

(a) a registered corporation makes a loan to a natural person;

(b) the loan is not secured by a mortgage on real property;

(c) the loan is required to be repaid either on a fixed future date or by instalments; and

(d) the loan is prepaid in full. 1999, c. 12, Sched. I, s. 5 (1).

Same

(2) In the circumstances described in subsection (1), the registered corporation shall, in accordance with the regulations, rebate to the borrower a portion of the cost of borrowing for the loan. 1999, c. 12, Sched. I, s. 5 (1).

Limitation

(3) For the purposes of subsection (2) and the regulations made under clause 176.10 (1) (b), the cost of borrowing for a loan does not include the interest or discount applicable to the loan. 1999, c. 12, Sched. I, s. 5 (1).

See: 1999, c. 12, Sched. I, ss. 5 (1), 8 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 176.2 is repealed by the Statutes of Ontario, 2001, chapter 8, section 142. See: 2001, c. 8, ss. 142, 183 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, the Act is amended by the Statutes of Ontario, 1999, chapter 12, Schedule I, subsection 5 (1) by adding the following section:

Disclosure of cost of borrowing

176.3 (1) A registered corporation shall not make a loan to a natural person unless the cost of borrowing and any other information prescribed for the purposes of this section by the regulations have been disclosed by the registered corporation to the person. 1999, c. 12, Sched. I, s. 5 (1).

Same

(2) For the purposes of disclosure required by subsection (1), the cost of borrowing,

(a) shall be calculated on the basis that all obligations of the borrower are duly fulfilled;

(b) shall be calculated in accordance with the regulations;

(c) shall be expressed as a rate per annum; and

(d) where required by the regulations, shall be expressed as an amount in dollars and cents. 1999, c. 12, Sched. I, s. 5 (1).

See: 1999, c. 12, Sched. I, ss. 5 (1), 8 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 176.3 is repealed by the Statutes of Ontario, 2001, chapter 8, section 143. See: 2001, c. 8, ss. 143, 183 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, the Act is amended by the Statutes of Ontario, 1999, chapter 12, Schedule I, subsection 5 (1) by adding the following section:

Additional disclosure – term loans

176.4 Where a registered corporation makes a loan to a natural person and the loan is required to be repaid either on a fixed future date or by instalments, the registered corporation shall disclose the following to the borrower:

1. Whether the borrower has the right to repay the amount borrowed before the maturity of the loan.

2. Any terms and conditions relating to a right described in paragraph 1, including particulars of the circumstances in which the borrower may exercise the right.

3. Whether any portion of the cost of borrowing for the loan is to be rebated to the borrower or any charge or penalty is to be imposed on the borrower, if the borrower exercises a right described in paragraph 1.

4. The manner in which any rebate, charge or penalty referred to in paragraph 3 is to be calculated.

5. Particulars of any charges or penalties to be imposed on the borrower if the borrower fails to repay the amount of the loan at maturity or fails to pay an instalment on the day the instalment is due to be paid.

6. Particulars of any prescribed change relating to the loan agreement or the cost of borrowing for the loan.

7. Particulars of any rights or obligations of the borrower prescribed by the regulations for the purposes of this section.

8. Any other information prescribed by the regulations for the purposes of this section. 1999, c. 12, Sched. I, s. 5 (1).

See: 1999, c. 12, Sched. I, ss. 5 (1), 8 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 176.4 is repealed by the Statutes of Ontario, 2001, chapter 8, section 144. See: 2001, c. 8, ss. 144, 183 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, the Act is amended by the Statutes of Ontario, 1999, chapter 12, Schedule I, subsection 5 (1) by adding the following section:

Disclosure in applications for credit cards, etc.

176.5 A form or other document used by a registered corporation for the purposes of an application for a credit card, payment card or charge card shall contain the information prescribed by the regulations for the purposes of this section or be accompanied by a document that contains that information. 1999, c. 12, Sched. I, s. 5 (1).

See: 1999, c. 12, Sched. I, ss. 5 (1), 8 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 176.5 is repealed by the Statutes of Ontario, 2001, chapter 8, section 145. See: 2001, c. 8, ss. 145, 183 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, the Act is amended by the Statutes of Ontario, 1999, chapter 12, Schedule I, subsection 5 (1) by adding the following section:

Disclosure where credit cards, etc., issued

176.6 Where a registered corporation issues a credit card, payment card or charge card to a natural person, the registered corporation shall disclose the following to the person:

1. Particulars of any charges or penalties to be imposed on the person if he or she fails to pay an amount in accordance with the agreement governing the card.

2. Particulars of any charges for which the person becomes responsible by accepting or using the card.

3. Particulars of any prescribed change relating to the loan agreement or the cost of borrowing for any loan obtained through the use of the card.

4. Particulars of any rights or obligations of the person prescribed by the regulations for the purposes of this section.

5. Any other information prescribed by the regulations for the purposes of this section. 1999, c. 12, Sched. I, s. 5 (1).

See: 1999, c. 12, Sched. I, ss. 5 (1), 8 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 176.6 is repealed by the Statutes of Ontario, 2001, chapter 8, section 146. See: 2001, c. 8, ss. 146, 183 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, the Act is amended by the Statutes of Ontario, 1999, chapter 12, Schedule I, subsection 5 (1) by adding the following section:

Additional disclosure: loans to which ss. 176.4 and 176.6 do not apply

176.7 (1) Where a registered corporation enters into an arrangement for the making of a loan to a natural person and neither section 176.4 nor section 176.6 apply in respect of the arrangement, the registered corporation shall disclose the following to the person:

1. Particulars of any charges or penalties to be imposed on the person if he or she fails to pay an amount in accordance with the arrangement.

2. Particulars of any charges for which the person becomes responsible by entering the arrangement.

3. Particulars of any prescribed change relating to the arrangement or the cost of borrowing under the arrangement.

4. Particulars of any rights or obligations of the person prescribed by the regulations for the purposes of this section.

5. Any other information prescribed by the regulations for the purposes of this section. 1999, c. 12, Sched. I, s. 5 (1).

Interpretation

(2) For the purposes of subsection (1), an arrangement for the making of a loan includes an arrangement for a line of credit. 1999, c. 12, Sched. I, s. 5 (1).

See: 1999, c. 12, Sched. I, ss. 5 (1), 8 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 176.7 is repealed by the Statutes of Ontario, 2001, chapter 8, section 147. See: 2001, c. 8, ss. 147, 183 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, the Act is amended by the Statutes of Ontario, 1999, chapter 12, Schedule I, subsection 5 (1) by adding the following section:

Statement re mortgage renewal

176.8 Where a registered corporation makes a loan to a natural person and the loan is secured by a mortgage on real property, the registered corporation shall disclose to the person such information respecting renewal of the loan as is prescribed by the regulations. 1999, c. 12, Sched. I, s. 5 (1).

See: 1999, c. 12, Sched. I, ss. 5 (1), 8 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 176.8 is repealed by the Statutes of Ontario, 2001, chapter 8, section 148. See: 2001, c. 8, ss. 148, 183 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, the Act is amended by the Statutes of Ontario, 1999, chapter 12, Schedule I, subsection 5 (1) by adding the following section:

Disclosure in advertising

176.9 (1) This section applies to an advertisement that,

(a) relates to loans, credit cards, payment cards or charge cards that are offered by a registered corporation to a natural person or to arrangements to which section 176.7 applies that are offered by a registered corporation to a natural person; and

(b) purports to contain information relating to the cost of borrowing or any other prescribed matter. 1999, c. 12, Sched. I, s. 5 (1).

Same

(2) No person shall authorize any advertisement described in subsection (1) unless the advertisement contains the information that may be required by the regulations and is in the form and manner that may be prescribed. 1999, c. 12, Sched. I, s. 5 (1).

See: 1999, c. 12, Sched. I, ss. 5 (1), 8 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 176.9 is repealed by the Statutes of Ontario, 2001, chapter 8, section 149. See: 2001, c. 8, ss. 149, 183 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, the Act is amended by the Statutes of Ontario, 1999, chapter 12, Schedule I, subsection 5 (1) by adding the following section:

Regulations re disclosure

176.10 (1) The Lieutenant Governor in Council may make regulations,

(a) prescribing, for the purposes of section 176.1, charges that are included in the cost of borrowing and charges that are excluded from the cost of borrowing;

(b) governing rebates to be made under section 176.2;

(c) prescribing information other than the cost of borrowing that must be disclosed under section 176.3;

(d) prescribing the manner of calculating the cost of borrowing for the purposes of section 176.3;

(e) prescribing the circumstances in which the cost of borrowing must be expressed as an amount in dollars and cents for the purposes of section 176.3;

(f) prescribing the manner of calculating any rebate referred to in paragraph 4 of section 176.4;

(g) prescribing changes for the purposes of paragraph 6 of section 176.4, paragraph 3 of section 176.6 and paragraph 3 of subsection 176.7 (1);

(h) prescribing rights and obligations of borrowers for the purposes of paragraph 7 of section 176.4, paragraph 4 of section 176.6 and paragraph 4 of subsection 176.7 (1);

(i) prescribing information that must be disclosed under paragraph 8 of section 176.4, paragraph 5 of section 176.6 and paragraph 5 of subsection 176.7 (1);

(j) prescribing information for the purposes of section 176.5;

(k) prescribing information for the purposes of section 176.8;

(l) prescribing matters for the purposes of clause 176.9 (1) (b) and respecting the form, manner and content of advertisements for the purposes of subsection 176.9 (2);

(m) prescribing the time, manner and form of any disclosure required under sections 176.3 to 176.9;

(n) prescribing classes of loans in respect of which some or all of the requirements of sections 176.2 to 176.9 do not apply;

(o) prohibiting the imposition of any charge or penalty referred to in section 176.4, 176.6 or 176.7;

(p) governing the nature and amount of any charge or penalty referred to in section 176.4, 176.6 or 176.7 that may be imposed by a registered corporation, including but not limited to,

(i) regulations providing that such a charge or penalty shall not exceed an amount prescribed in the regulation, and

(ii) regulations respecting the costs of the registered corporation that may be included or must be excluded in the determination of the charge or penalty;

(q) respecting any other matter or thing that is necessary to carry out the purposes of sections 176.2 to 176.9. 1999, c. 12, Sched. I, s. 5 (1).

Same

(2) A regulation made under clause (1) (a) may exclude charges described in clause (a), (b) or (c) of the definition of ‘‘cost of borrowing” in section 176.1. 1999, c. 12, Sched. I, s. 5 (1).

Same

(3) A regulation made under subsection (1) may be general or particular in its application and may be restricted in its application to the class or classes of loans set out in the regulation. 1999, c. 12, Sched. I, s. 5 (1).

See: 1999, c. 12, Sched. I, ss. 5 (1), 8 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 176.10 is repealed by the Statutes of Ontario, 2001, chapter 8, section 150. See: 2001, c. 8, ss. 150, 183 (2).

PART XI
ADMINISTRATION

177. Repealed: 1997, c. 28, s. 151.

178. Repealed: 1997, c. 28, s. 151.

179. Repealed: 1997, c. 28, s. 151.

Capacity outside Ontario

180. The Superintendent may, for the purposes of the administration and enforcement of this Act and the regulations, act outside Ontario as if the Superintendent were acting inside Ontario. 1997, c. 28, s. 152.

Records

181. (1) Records required by this Act to be prepared and maintained by the Superintendent may be in bound or loose-leaf 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. L.25, s. 181 (1); 1997, c. 28, s. 153 (1).

(2) Repealed: 1997, c. 28, s. 153 (2).

(3) Repealed: 1997, c. 28, s. 153 (2).

Power to require evidence

182. (1) In pursuance of his or her duties under this Act, the Superintendent may require to be made or may take and receive affidavits or depositions and may examine witnesses upon oath or affirmation. R.S.O. 1990, c. L.25, s. 182 (1); 1997, c. 28, s. 154.

Employment of stenographer

(2) The evidence and proceedings in any matter before the Superintendent may be reported by a stenographer who has taken an oath or has affirmed before the Superintendent faithfully to report the same. R.S.O. 1990, c. L.25, s. 182 (2); 1997, c. 28, s. 154.

Examinations, audits and inspections, general

183. (1) It is a condition of the registration of a corporation that it facilitate examinations, audits and inspections under this Act. R.S.O. 1990, c. L.25, s. 183 (1).

Material to be furnished

(2) For the purpose of an examination, audit or inspection under this Act, the registered corporation and its subsidiaries shall prepare and submit to the person conducting the examination, audit or inspection such statements or returns with respect to its business, finances or other affairs, in addition to the statements or returns mentioned in this Act, as the Superintendent may require, and the officers, agents and employees of the corporation and its subsidiaries shall cause their books to be open for inspection and shall otherwise facilitate such examination so far as it is in their power. R.S.O. 1990, c. L.25, s. 183 (2); 1997, c. 28, s. 155.

Production of books

(3) In order to facilitate an examination, audit or inspection of the books and records of a registered corporation, the corporation and its subsidiaries may be required by the Superintendent to produce the books and records at the principal place of business of the corporation in Ontario, or at such other convenient place as the Superintendent may direct. R.S.O. 1990, c. L.25, s. 183 (3); 1997, c. 28, s. 155.

Expense of further inspection

(4) On the direction of the Superintendent, where an examination, audit or inspection of a corporation or a subsidiary of a corporation is made at an office situate outside Ontario, the corporation shall pay the costs and expenses in connection with such examination, audit or inspection. R.S.O. 1990, c. L.25, s. 183 (4); 1997, c. 28, s. 155.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 183 is repealed by the Statutes of Ontario, 2001, chapter 8, section 151. See: 2001, c. 8, ss. 151, 183 (2).

Annual inspection of registered corporations

184. (1) Once each year or during such other period as the Superintendent may consider appropriate for a particular corporation, the Superintendent shall examine or cause a person acting under his or her direction to examine the statements of the condition and affairs of each registered corporation and the Superintendent or person shall make such inquiries as are necessary to ascertain the corporation’s condition and ability to meet its obligations as and when they become due, whether the corporation is following sound business and financial practices, the procedures and standards of its management and whether or not the corporation has complied with this Act and the regulations and any requirement, order, term, condition or restriction of registration or inquiry made thereunder. R.S.O. 1990, c. L.25, s. 184 (1).

Idem

(2) In conducting the examination required by subsection (1), the Superintendent or other person shall attend at the principal place of business of the corporation and, if he or she considers it necessary, the Superintendent or person acting may visit any branch or office of the corporation. R.S.O. 1990, c. L.25, s. 184 (2).

Reliance on inspection by another government

(3) If the Superintendent is satisfied that an examination of a registered extra-provincial corporation conducted by the Government of Canada or of any province or territory of Canada complies with the standards required by the Superintendent for the examination of a corporation under subsection (1), the Superintendent may accept such examination, in whole or in part, as if it were an examination by the Superintendent under subsection (1). R.S.O. 1990, c. L.25, s. 184 (3).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 184 is repealed by the Statutes of Ontario, 2001, chapter 8, section 152. See: 2001, c. 8, ss. 152, 183 (2).

Examination by Superintendent

185. The Superintendent, or any person designated by the Superintendent, may at any time within business hours examine any books of or in the possession of a registered corporation or any of its subsidiaries relating to its business, wherever situate, and vouchers, securities and documents of a registered corporation. R.S.O. 1990, c. L.25, s. 185; 1997, c. 28, s. 156.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 185 is repealed by the Statutes of Ontario, 2001, chapter 8, section 153. See: 2001, c. 8, ss. 153, 183 (2).

Special examination

186. (1) The Superintendent, on the Superintendent’s own motion or upon an application by any interested party being made in writing, may appoint any person to make a special examination and audit of a registered corporation’s books, accounts and securities, and to inquire generally into the conduct of its business. R.S.O. 1990, c. L.25, s. 186 (1); 1997, c. 28, s. 157 (1).

Evidence upon which inquiry to be ordered

(2) An application under subsection (1) shall be supported by such evidence as the Superintendent may require for the purpose of showing that there is good reason for requiring the investigation to be made and that it is not prompted by malicious motives. R.S.O. 1990, c. L.25, s. 186 (2); 1997, c. 28, s. 157 (2).

Security for costs

(3) The Superintendent may require an applicant under subsection (1) to give security for the payment of the costs of the inquiry to be given before appointing the special examiner. R.S.O. 1990, c. L.25, s. 186 (3); 1997, c. 28, s. 157 (2).

Powers of examiner

(4) A special examiner may summon witnesses and take evidence under oath or affirmation, and generally, for the purposes of such examination, audit and inquiry, has the powers of a commission under Part II of the Public Inquiries Act, which Part applies as if the examination, audit or inquiry were an inquiry under that Act. R.S.O. 1990, c. L.25, s. 186 (4).

Report to Superintendent

(5) Upon the conclusion of the examination, audit and inquiry, the special examiner shall make a report in writing to the Superintendent. R.S.O. 1990, c. L.25, s. 186 (5); 1997, c. 28, s. 157 (2).

Payment of costs

(6) The Superintendent may, on the conclusion of an examination under this section, order the registered corporation or the party requesting the examination under subsection (1) to pay the costs of such examination. R.S.O. 1990, c. L.25, s. 186 (6); 1997, c. 28, s. 157 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 186 is repealed by the Statutes of Ontario, 2001, chapter 8, section 154. See: 2001, c. 8, ss. 154, 183 (2).

Inquiries by Superintendent

187. (1) The Superintendent may address any inquiries to a registered corporation or to the president, secretary or any other officer thereof and, in the case of an extra-provincial corporation, also to its agent under section 32, for the purpose of ascertaining the corporation’s condition and ability to meet its obligations or as to the conduct of its business or as to complaints made by depositors, borrowers or by persons for whom the registered corporation acts in a fiduciary capacity and it is the duty of a registered corporation or officer so addressed to reply promptly in writing to any such inquiry. R.S.O. 1990, c. L.25, s. 187 (1); 1997, c. 28, s. 158.

Notice to directors

(2) The Superintendent may require a registered corporation to forward a copy of any letter addressed to the registered corporation by the Superintendent and any answer thereto to each director of the corporation and, upon such requirement being made, the secretary of the corporation shall include a copy of such letter and the answer thereto in the minutes of the meeting of the directors next following the requirement being made by the Superintendent. R.S.O. 1990, c. L.25, s. 187 (2); 1997, c. 28, s. 158.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 187 is repealed by the Statutes of Ontario, 2001, chapter 8, section 155. See: 2001, c. 8, ss. 155, 183 (2).

Extension of time

188. Where under this Act a registered corporation is required to provide or file with the Superintendent any return or document or other information, the Superintendent, in his or her absolute discretion and upon payment by the corporation of the fee established by the Minister, may, before or after the last day for making the submission, extend the time therefor for such period not exceeding sixty days as he or she considers appropriate. R.S.O. 1990, c. L.25, s. 188; 1997, c. 19, s. 13 (16).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 188 is repealed by the Statutes of Ontario, 2001, chapter 8, section 156. See: 2001, c. 8, ss. 156, 183 (2).

Notice as proof

189. (1) A notice published in The Ontario Gazette over the name of the Superintendent is of its contents proof, in the absence of evidence to the contrary, without further proof. R.S.O. 1990, c. L.25, s. 189 (1).

(2) Repealed: 1997, c. 28, s. 159.

(3) Repealed: 1997, c. 28, s. 159.

Agreements with other Governments

190. The Superintendent, with the approval of the Lieutenant Governor in Council, may enter into agreements with the Government of Canada or of any province or territory in Canada, or the appropriate authority thereof, related to the administration and enforcement of this Act or of comparable legislation of any such other jurisdiction and, without restricting the generality of the foregoing, any such agreement may provide for the provision and exchange of information. R.S.O. 1990, c. L.25, s. 190; 1997, c. 28, s. 160.

Capacity of Superintendent

191. (1) The Superintendent may do all things necessary or incidental to the administration and enforcement of this Act and the regulations and, in particular, but without limiting the generality of the foregoing, may,

(a) receive written undertakings from corporations and enter into written agreements with corporations; and

Note: On a day to be named by proclamation of the Lieutenant Governor, clause (a) is repealed by the Statutes of Ontario, 2001, chapter 8, section 157. See: 2001, c. 8, ss. 157, 183 (2).

(b) enter into written agreements with third parties related to the administration of this Act and the regulations and give indemnities to third parties related to such activities as are authorized under such agreements. R.S.O. 1990, c. L.25, s. 191 (1).

(2) Repealed: 1997, c. 28, s. 161.

PART XII
ENFORCEMENT AND CIVIL REMEDIES

Superintendent’s orders

192. (1) Where, in the opinion of the Superintendent, a registered corporation or other person is committing any act or pursuing any course of conduct that,

(a) does not comply with this Act or the regulations;

(b) might reasonably be expected, if continued, to result in a state of affairs that would not be in compliance with this Act or the regulations;

(c) does not comply with a voluntary compliance program under section 198;

(d) does not comply with any undertaking given under this Act;

(e) constitutes a practice which might prejudice or adversely affect the interests of depositors or, if the corporation is a trust corporation, of persons for whom the corporation acts in a fiduciary capacity,

the Superintendent may give notice to the registered corporation or other person of an intention to order the corporation or other person,

(f) to cease doing any act or to cease pursuing any course of conduct identified by the Superintendent; or

(g) to perform such acts as in the opinion of the Superintendent are necessary to remedy the situation. R.S.O. 1990, c. L.25, s. 192 (1); 1997, c. 28, s. 162.

Note: On a day to be named by proclamation of the Lieutenant Governor, subsection (1) is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 158 (1) and the following substituted:

Superintendent’s orders

(1) If, in the Superintendent’s opinion, a corporation or other person is committing any act or pursuing any course of conduct that does not comply with this Act or the regulations, the Superintendent may give notice to the corporation or person of an intention to order him, her or it,

(a) to cease committing an act or to cease pursuing a course of conduct identified by the Superintendent; or

(b) to perform such acts as, in the Superintendent’s opinion, are necessary to remedy the situation. 2001, c. 8, s. 158 (1).

See: 2001, c. 8, ss. 158 (1), 183 (2).

Hearing

(2) The corporation or other person, by written notice served on the Superintendent within fifteen days after the service of the notice on the corporation or other person under subsection (1), may require a hearing before the Superintendent. R.S.O. 1990, c. L.25, s. 192 (2); 1997, c. 28, s. 162.

Temporary order

(3) Despite subsection (2), where in the opinion of the Superintendent the interests of the depositors or the public may be prejudiced or adversely affected by any delay in the issuance of a permanent order, the Superintendent may make a temporary order as described in clause (1) (f) or (g) which shall take effect immediately on its making and which shall become permanent on the fifteenth day after its making unless within that time a hearing before the Superintendent is requested. R.S.O. 1990, c. L.25, s. 192 (3); 1997, c. 28, s. 162.

When order may be made

(4) Where no hearing is requested within the time set out in subsection (2) or (3), or where a hearing is held and the Superintendent is of the opinion that an order described in clause (1) (f) or (g) should be made, the Superintendent may make a permanent order under either of those clauses which shall take effect immediately on its making or at such later date as may be set out in the order. R.S.O. 1990, c. L.25, s. 192 (4); 1997, c. 28, s. 162.

Hearing

(5) A request for a hearing under subsection (3) shall be in writing and served on the Superintendent. R.S.O. 1990, c. L.25, s. 192 (5); 1997, c. 28, s. 162.

Extension of order

(6) Where a hearing is requested under subsection (3), the Superintendent may extend the temporary order until the hearing is concluded or any appeal from the hearing is concluded and the order is confirmed, varied or revoked. R.S.O. 1990, c. L.25, s. 192 (6); 1997, c. 28, s. 162.

Copy to directors

(7) Where an order is made under this section, a copy of the order shall be sent to each director of the affected corporation. R.S.O. 1990, c. L.25, s. 192 (7).

Note: On a day to be named by proclamation of the Lieutenant Governor, subsection (7) is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 158 (2). See: 2001, c. 8, ss. 158 (2), 183 (2).

Modification or revocation

(8) The Superintendent, after giving the corporation or other person named in the order an opportunity to be heard, may modify or revoke an order made under this section. R.S.O. 1990, c. L.25, s. 192 (8); 1997, c. 28, s. 162.

Appeals

193. (1) A party to a hearing before the Superintendent under section 192 may, within 15 days after receiving the Superintendent’s decision, appeal the decision to the Tribunal by serving a notice in writing of the appeal on the Superintendent and filing the notice with the Tribunal. 1997, c. 28, s. 163.

Disposition

(2) An appeal shall be based on the evidence presented to the Tribunal and on hearing an appeal, the Tribunal may confirm, vary or revoke the order that is the subject of the appeal. 1997, c. 28, s. 163.

Superintendent approvals

194. (1) Where under this Act there is provision for an approval or consent of the Superintendent, he or she may give or refuse the approval or consent and the approval or consent may be subject to such terms and conditions as the Superintendent may impose. R.S.O. 1990, c. L.25, s. 194 (1).

Final decision

(2) Except for an order made under section 192 or 199, a decision by the Superintendent under this Act shall be in writing and is not subject to appeal. 1997, c. 28, s. 164.

Hearing

(3) Before refusing an approval or consent or before granting an approval or consent subject to terms and conditions, the Superintendent shall give the registered corporation notice of his or her intention and the registered corporation may require a hearing before the Superintendent. R.S.O. 1990, c. L.25, s. 194 (3).

Power of Superintendent

(4) The Superintendent, having given the registered corporation an opportunity to be heard, may confirm, revoke or vary any approval, consent or refusal. R.S.O. 1990, c. L.25, s. 194 (4).

Restriction on borrowing

(5) The Superintendent, having given a provincial corporation an opportunity to be heard, may reduce to any amount the amount that it may receive by way of deposit or borrow in the case of a trust corporation or that it may borrow, in the case of a loan corporation and the amount may be an amount that is less than ten times its capital base. R.S.O. 1990, c. L.25, s. 194 (5); 1997, c. 19, s. 13 (10).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 194 is repealed by the Statutes of Ontario, 2001, chapter 8, section 159 and the following substituted:

Superintendent’s decisions

194. (1) A decision made by the Superintendent under this Act must be in writing and is not subject to appeal. 2001, c. 8, s. 159.

Exception

(2) Subsection (1) does not apply to an order under section 192. 2001, c. 8, s. 159.

See: 2001, c. 8, ss. 159, 183 (2).

Superintendent may be party

195. The Superintendent is entitled to attend and to be represented by counsel at any hearing before the Tribunal. 1997, c. 28, s. 165.

Transcript

196. Oral evidence taken before the Superintendent or the Tribunal may be recorded and, if recorded, copies of a transcript of it shall be furnished upon request on the same terms and for the same fees as in the Ontario Court (General Division). 1997, c. 28, s. 165.

Hearing in private

197. A hearing before the Superintendent or the Tribunal, at the discretion of the Superintendent or the chair of the Tribunal, as the case may be, may be heard in private or in public. 1997, c. 28, s. 165.

Voluntary compliance program

198. (1) Where, in the opinion of the Superintendent, a registered corporation or other person is committing any act or pursuing any course of conduct that,

(a) does not comply with this Act or the regulations;

(b) might reasonably be expected, if continued, to result in a state of affairs that would not be in compliance with this Act or the regulations;

(c) does not comply with any undertaking given under this Act; or

(d) constitutes a practice that might prejudice or adversely affect the interests of depositors or persons for whom the registered corporation, if a trust corporation, acts in a fiduciary capacity,

the registered corporation or other person may enter into a program of voluntary compliance related to any act or course of conduct described in clause (a), (b), (c) or (d). R.S.O. 1990, c. L.25, s. 198 (1).

Idem

(2) A voluntary compliance program under this section shall be in writing and shall bind the registered corporation or other person from the time it is approved by the Superintendent. R.S.O. 1990, c. L.25, s. 198 (2).

Powers of Director not affected

(3) Where a voluntary compliance program has been entered into, the Superintendent shall not be prevented from making orders against the registered corporation or other person,

(a) on matters not covered by the program;

(b) where the program is not complied with, on matters covered in the voluntary compliance program;

(c) if there has been a deterioration in the condition of the registered corporation; or

(d) on matters covered in the program where all the facts related to the matter covered by the program were not known by the Superintendent at the time the program was entered into. R.S.O. 1990, c. L.25, s. 198 (3); 1997, c. 28, s. 166.

Modification of program

(4) The Superintendent on the request of a registered corporation may approve the alteration of a voluntary compliance program entered into under this section. R.S.O. 1990, c. L.25, s. 198 (4).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 198 is repealed by the Statutes of Ontario, 2001, chapter 8, section 160. See: 2001, c. 8, ss. 160, 183 (2).

Cancellation of registration

199. (1) The Superintendent may revoke the registration of a registered corporation or impose terms, conditions or restrictions on the registration of a registered corporation if,

(a) the corporation or other person has not complied with an order of the Superintendent or the Tribunal;

(b) the corporation or other person has breached an order of the court made under section 210;

(c) grounds exist for the possession and control of the corporation by the Superintendent; or

(d) the corporation’s authority to carry on business has been cancelled or suspended or terms or conditions have been imposed on its authority to carry on business under a law of Canada or of any province or territory of Canada. 1997, c. 28, s. 167.

Notice of intention

(2) If the Superintendent proposes to act under subsection (1), the Superintendent shall serve a notice of the intention to act on the corporation. 1997, c. 28, s. 167.

Hearing

(3) Subsections 192 (2) and (3) apply where a notice is served under subsection (2). R.S.O. 1990, c. L.25, s. 199 (3).

Corporation to cease business except for winding up purposes

(4) After the revocation of a registration under this section, the corporation shall, unless again registered, cease to transact or undertake business in Ontario, except so far as it is necessary for the winding up of its business in Ontario, but any liability incurred by it may be enforced against it as if such revocation had not taken place. R.S.O. 1990, c. L.25, s. 199 (4).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 199 is repealed by the Statutes of Ontario, 2001, chapter 8, section 161. See: 2001, c. 8, ss. 161, 183 (2).

Notice on change of status

200. (1) On the revocation of the registration of any corporation, or the modification of any of the terms, conditions or restrictions on its registration, the Superintendent shall cause notice in writing thereof to be delivered to it. R.S.O. 1990, c. L.25, s. 200 (1).

Idem

(2) Where the corporation has had its registration revoked, the notice shall be published by the Superintendent in The Ontario Gazette. R.S.O. 1990, c. L.25, s. 200 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 200 is repealed by the Statutes of Ontario, 2001, chapter 8, section 162. See: 2001, c. 8, ss. 162, 183 (2).

Orders imposing limitations and conditions or for taking possession and control

201. (1) Despite any other provision of this Act, the Lieutenant Governor in Council, without holding a hearing, may order,

(a) that a corporation’s registration shall be subject to such terms, conditions and restrictions as are set out in the order; or

(b) that the Superintendent take possession and control of the assets of a provincial corporation,

where, in the opinion of the Lieutenant Governor in Council, one or more of the following has occurred:

1. There has been, on or after the 21st day of December, 1982, a transfer or issue of shares to which subsection 63 (1) or (5) applies and consent has not been obtained under section 63 or a predecessor thereof.

2. The corporation has defaulted on payment of any of its liabilities.

3. The corporation is not complying with this Act or the regulations.

4. The corporation’s assets are not satisfactorily accounted for.

5. The corporation’s assets are not sufficient, having regard to all the circumstances, to give adequate protection to the corporation’s depositors.

6. There exists any practice of or state of affairs within the corporation that is or may be prejudicial to the public interest or to the interests of the corporation’s depositors, creditors or shareholders. R.S.O. 1990, c. L.25, s. 201 (1).

Delivery of order

(2) Where the Lieutenant Governor in Council makes an order under subsection (1), the Superintendent shall deliver a copy of the order to an officer of the registered corporation. R.S.O. 1990, c. L.25, s. 201 (2).

Order final and binding

(3) An order of the Lieutenant Governor in Council under subsection (1) shall take effect immediately and the order is final and binding and no such order or any order made under subsection (5) confirming or varying such order shall be stayed, varied or set aside by any court. R.S.O. 1990, c. L.25, s. 201 (3).

Appointment of appraiser

(4) For the purposes of this section, the Lieutenant Governor in Council may appoint such persons as the Lieutenant Governor in Council considers necessary to value and appraise the assets and liabilities of the corporation and report upon its condition and its ability, or otherwise, to meet its liabilities. R.S.O. 1990, c. L.25, s. 201 (4).

L.G. in C. may confirm, vary or rescind orders

(5) Upon the petition of any party or person interested, filed with the Clerk of the Executive Council within sixty days after the date of any order made under subsection (1), the Lieutenant Governor in Council, by order, may confirm, vary or rescind the whole or any part of such order and an order under this subsection is final and binding. R.S.O. 1990, c. L.25, s. 201 (5).

Saving

(6) Nothing in this section affects the right of the Lieutenant Governor in Council to vary or rescind, at any time, an order made under subsection (1). R.S.O. 1990, c. L.25, s. 201 (6).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 201 is repealed by the Statutes of Ontario, 2001, chapter 8, section 162. See: 2001, c. 8, ss. 162, 183 (2).

Power of Superintendent upon taking control

202. (1) If so ordered by the Lieutenant Governor in Council under section 201, the Superintendent shall take possession and control of the assets of a provincial corporation and shall thereafter conduct its business and take such steps as in the Superintendent’s opinion should be taken toward its rehabilitation or, where an order is made under paragraph 1 of subsection 201 (1), its continued operation, and for such purposes the Superintendent has all the powers of the board of directors of the corporation, and without limiting the generality of the foregoing, the Superintendent may,

(a) exclude the directors, officers, employees and agents of the corporation from the property and business of the corporation; and

(b) carry on, manage and conduct the operations of the corporation and in the name of the corporation preserve, maintain, realize, dispose of and add to the property of the corporation, receive the income of the corporation and exercise all the powers of the corporation. R.S.O. 1990, c. L.25, s. 202 (1).

Application to court

(2) While the Superintendent has possession and control of the assets of a provincial corporation under this section, the Superintendent may apply to the court for an order for the winding up of the corporation under Part VI of the Corporations Act. R.S.O. 1990, c. L.25, s. 202 (2).

Appointment of managers

(3) Where the Superintendent is in possession and control of the assets of a provincial corporation and is conducting its business, he or she may appoint one or more persons to manage and operate the business of the corporation, and,

(a) each person so appointed is a representative of the Superintendent; and

(b) the remuneration of any such person, other than an officer or employee of the Commission, shall be fixed by the Superintendent. R.S.O. 1990, c. L.25, s. 202 (3); 1997, c. 28, s. 168.

Relinquishing control

(4) Whenever the Lieutenant Governor in Council believes that a corporation whose assets are in the possession and control of the Superintendent meets the requirements of this Act and that it is otherwise proper for the corporation to resume possession and control of its assets and the conduct of its business, the Lieutenant Governor in Council may in writing direct the Superintendent to relinquish to the corporation the possession and control of its assets, and from and after the date specified in such direction the powers of the Superintendent under this section cease. R.S.O. 1990, c. L.25, s. 202 (4).

Where rehabilitation efforts futile

(5) If the Lieutenant Governor in Council considers that further efforts to rehabilitate a corporation whose assets are in the possession and control of the Superintendent would be futile, the Lieutenant Governor in Council may in writing direct the Superintendent to relinquish to the corporation the possession and control of its assets, and from and after the date specified in such direction the powers of the Superintendent under this section cease. R.S.O. 1990, c. L.25, s. 202 (5).

Expenses of proceedings

(6) The expenses of the Superintendent incurred in proceedings under this section or section 200 or 201 shall be paid,

(a) by the registered corporation; or

(b) where the corporation that is the subject of the proceeding,

(i) is a loan corporation and the corporation cannot pay the full cost of the proceedings, by all registered loan corporations, or

(ii) is a trust corporation and the trust corporation cannot pay the full cost of proceedings, by all registered trust corporations,

and, where clause (b) applies, the share of each registered corporation shall be in the same proportion as its total assets in its last preceding fiscal year bears to the total assets of all loan corporations or trust corporations, as the case may be, in the last preceding fiscal year of each. R.S.O. 1990, c. L.25, s. 202 (6).

Advisory committee

(7) The registered corporations required by clause (6) (b) to bear the expenses of the Superintendent may appoint a committee of not more than six members to advise the Superintendent in respect of all matters pertinent to the rehabilitation of the corporation whose assets are in the possession and control of the Superintendent. R.S.O. 1990, c. L.25, s. 202 (7).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 202 is repealed by the Statutes of Ontario, 2001, chapter 8, section 163. See: 2001, c. 8, ss. 163, 183 (2).

Application to court

203. (1) Despite any other provision of this Act, where the Superintendent has taken possession and control of a provincial corporation under section 201, the Superintendent may apply to the Ontario Court (General Division) for an order,

(a) authorizing some other person to conduct the business of the corporation on such terms and conditions as the court thinks fit;

(b) authorizing and directing the sale of the assets of the corporation in whole or in part despite the Bulk Sales Act;

(c) appointing interim or permanent substitute trustees in respect of all or any part of the fiduciary obligations and duties of the corporation;

(d) authorizing or directing such other action as the court thinks appropriate and in the best interests of the depositors, persons for whom the corporation acts in a fiduciary capacity, the creditors and the public; or

(e) staying any civil proceedings against the corporation while the Superintendent is in possession and control of the corporation. R.S.O. 1990, c. L.25, s. 203 (1); 1997, c. 19, s. 13 (10).

Substituted fiduciary

(2) Where the Ontario Court (General Division) has made an order under clause (1) (c), the fiduciary duties vest in, bind and may be enforced against the substituted fiduciary as fully and effectually as if the substituted fiduciary was originally named as fiduciary. R.S.O. 1990, c. L.25, s. 203 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 203 is repealed by the Statutes of Ontario, 2001, chapter 8, section 164. See: 2001, c. 8, ss. 164, 183 (2).

Orders, etc., binding on successors and assignees

204. Where an order or approval is made or given under this Act or a term, condition or restriction is imposed on its registration, it is binding on every successor or assignee of the corporation or other person to whom it is directed. R.S.O. 1990, c. L.25, s. 204.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 204 is repealed by the Statutes of Ontario, 2001, chapter 8, section 165. See: 2001, c. 8, ss. 165, 183 (2).

Over-valued property

205. (1) If in the opinion of the Superintendent with respect to a registered corporation or its subsidiaries, it appears that,

(a) the value placed upon the real estate owned by the corporation or any of its subsidiaries or any parcel thereof is too great;

(b) the amount secured by mortgage upon any parcel of real estate, together with interest due and accrued thereon is greater than the lending value of the parcel, or that the parcel is not sufficient security for the loan and interest; or

(c) the market value of any other investment is less than the amount shown in the books of the corporation or any of its subsidiaries,

the Superintendent may require the corporation to secure an appraisal of such assets by one or more competent valuators or the Superintendent may procure such appraisal at the expense of the corporation. R.S.O. 1990, c. L.25, s. 205 (1); 1997, c. 28, s. 169.

Idem

(2) If following an appraisal under subsection (1), it appears that the value of the asset is less than the amount at which it is carried on the books of the registered corporation or any of its subsidiaries or that the value is not adequate security for the loan and interest, the Superintendent may order that the appraised value be reflected in calculations made for the purposes of this Act and the regulations. R.S.O. 1990, c. L.25, s. 205 (2); 1997, c. 28, s. 169.

Idem

(3) An order of the Superintendent under subsection (2) shall be noted in the corporation’s financial statements for the year in which the order is made. R.S.O. 1990, c. L.25, s. 205 (3); 1997, c. 28, s. 169.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 205 is repealed by the Statutes of Ontario, 2001, chapter 8, section 166. See: 2001, c. 8, ss. 166, 183 (2).

Investigation

206. (1) Where upon a statement made under oath or affirmation it appears probable to the Superintendent that any corporation or other person has contravened any of the provisions of this Act or the regulations, the Superintendent by order may appoint any person to make such investigation as the Superintendent considers expedient for the due administration and enforcement of this Act, and in the order shall determine and prescribe the scope of the investigation. R.S.O. 1990, c. L.25, s. 206 (1).

Scope of investigation

(2) For the purpose of any investigation ordered under this section, the person appointed to make the investigation may investigate, inquire into and examine,

(a) the affairs of the person or corporation in respect of whom the investigation is being made and any books, papers, documents, correspondence, communications, negotiations, transactions, investigations, loans, borrowings and payments to, by, on behalf of or in relation to or connected with the corporation or other person and any property, assets or things owned, acquired or alienated in whole or in part by the corporation or other person or by any person or corporation acting on behalf of or as agent for the person or corporation; and

(b) the assets at any time held, the liabilities, debts, undertakings and obligations at any time existing, the financial or other conditions at any time prevailing in or in relation to or in connection with the corporation or other person and the relationship that may at any time exist or have existed between the corporation or other person and any other person by reason of investments, purchases, commissions promised, secured or paid, interests held or acquired, purchase or sale of stock or other property, the transfer, negotiation or holding of stock, interlocking directorates, common control, undue influence or control or any other relationship. R.S.O. 1990, c. L.25, s. 206 (2).

Powers to summon witnesses and require production

(3) The person making an investigation under this section has the same power to summon and enforce the attendance of witnesses and compel them to give evidence on oath or otherwise, and to produce documents, records and things, as is vested in the Ontario Court (General Division) for the trial of civil actions, and the failure or refusal of a person to attend, to answer questions or to produce such documents, records and things as are in the person’s custody or possession makes the person liable to be committed for contempt by a judge of the Ontario Court (General Division) as if in breach of an order or judgment of the Ontario Court (General Division) and no provision of the Evidence Act exempts any bank or corporation or any officer or employee thereof from the operation of this section. R.S.O. 1990, c. L.25, s. 206 (3).

Counsel

(4) A person giving evidence at an investigation under this section may be represented by counsel. R.S.O. 1990, c. L.25, s. 206 (4).

Seizure of property

(5) Where an investigation is ordered under this section, the person appointed to make the investigation may seize and take possession of any documents, records, securities or other property of the corporation or other person whose affairs are being investigated. R.S.O. 1990, c. L.25, s. 206 (5).

Inspection of seized documents

(6) Where any documents, records, securities or other property are seized under subsection (5), the documents, records, securities or other property shall be made available for inspection and copying by the corporation or other person from whom seized at a mutually convenient time and place if a request for an opportunity to inspect or copy is made by the person or corporation to the person appointed to make the investigation. R.S.O. 1990, c. L.25, s. 206 (6).

Accountants and experts

(7) Where an investigation is ordered under this section, the Superintendent may appoint an accountant or other expert to examine documents, records, property and matters of the person or corporation whose affairs are being investigated. R.S.O. 1990, c. L.25, s. 206 (7).

Reports of investigation

(8) Every person appointed under subsection (1) or (7) shall provide the Superintendent with a full and complete report of the investigation including any transcript of evidence and material in his or her possession relating to the investigation. R.S.O. 1990, c. L.25, s. 206 (8).

Protection from personal liability

207. No action or other proceeding for damages shall be instituted against a person appointed under subsection 206 (1) or (7) for any act done in good faith in the execution or intended execution of the person’s duty or for any alleged neglect or default in the execution in good faith of the person’s duty. R.S.O. 1990, c. L.25, s. 207.

Order to freeze property

208. (1) The Superintendent may,

(a) where the Superintendent is about to order an investigation in respect of a corporation or other person under section 206 or during or after an investigation in respect of a person or corporation under section 206;

(b) where the Superintendent is about to make or has made a decision revoking the registration of any corporation; or

(c) where proceedings in respect of a contravention of this Act or the regulations are about to be or have been instituted against any corporation or other person that in the opinion of the Superintendent are connected with or arise out of any business conducted by the corporation or other person,

by any method that provides a written or printed copy, direct any corporation or other person having on deposit or under control or for safekeeping any funds, securities or assets of the corporation or other person referred to in clause (a), (b) or (c) to hold such funds or securities or assets or direct the corporation or other person referred to in clause (a), (b) or (c) to refrain from withdrawing or dealing with any such funds, securities or assets from any other person having any of them on deposit, under control or for safekeeping or to hold all funds, securities or assets in their possession or control in trust for the Superintendent, or until the Superintendent in writing revokes the direction or consents to release any particular fund or property from the direction. R.S.O. 1990, c. L.25, s. 208 (1); 1997, c. 28, s. 169.

Note: On a day to be named by proclamation of the Lieutenant Governor, subsection (1) is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 167 (1) and the following substituted:

Order to freeze property

(1) In the circumstances described in subsection (1.1), the Superintendent may direct any corporation or other person who has funds, securities or assets of a corporation or person described in clause (1.1) (a) or (b) on deposit, under control or for safekeeping to do any of the following things:

1. To hold the funds, securities or assets.

2. To direct the corporation or person described in clause (1.1) (a) or (b) to refrain from withdrawing funds, securities or assets from, or dealing with funds, securities or assets with, any other person who has any of them on deposit, under control or for safekeeping.

3. To direct the corporation or person described in clause (1.1) (a) or (b) to hold all funds, securities or assets in his, her or its possession or control in trust for the Superintendent. 2001, c. 8, s. 167 (1).

Same

(1.1) The Superintendent may give the direction described in subsection (1),

(a) if the Superintendent is about to order an investigation in respect of a corporation or other person under section 206, or during or after such an investigation; or

(b) if proceedings in respect of a contravention of this Act or the regulations are about to be, or have been, instituted against a corporation or other person and if, in the opinion of the Superintendent, the proceedings are connected with or arise out of any business conducted by the corporation or person. 2001, c. 8, s. 167 (1).

Same

(1.2) A direction described in subsection (1) must be given by a method that provides for a written or printed copy. 2001, c. 8, s. 167 (1).

See: 2001, c. 8, ss. 167 (1), 183 (2).

Idem

(2) A direction issued under subsection (1) does not apply to funds or securities in a stock exchange clearing house or to securities in process of transfer by a transfer agent unless the direction expressly so states and in the case of a bank or a corporation, the direction applies only to the offices, branches or agencies thereof named in the direction. R.S.O. 1990, c. L.25, s. 208 (2).

Application for directions

(3) Any person or corporation named in a direction issued under subsection (1), if in doubt as to the application of the direction to particular funds, securities or assets, may apply to the Superintendent for an order of clarification. R.S.O. 1990, c. L.25, s. 208 (3).

Revocation or amendment of direction

(4) Upon the application of a registered corporation or other person directly affected by a direction issued under subsection (1), the Superintendent may make an order on such terms and conditions as he or she may impose revoking the direction or consenting to the release of any fund or security. R.S.O. 1990, c. L.25, s. 208 (4).

Notice to land registry offices

(5) In any of the circumstances mentioned in clause (1) (a), (b) or (c), the Superintendent may by any method that provides a written or printed copy notify any land registrar that proceedings are being or are about to be taken that may affect land belonging to the corporation or other person referred to in the notice, and the land registrar shall register the notice against the title of the land. R.S.O. 1990, c. L.25, s. 208 (5).

Note: On a day to be named by proclamation of the Lieutenant Governor, subsection (5) is amended by the Statutes of Ontario, 2001, chapter 8, subsection 167 (2) by striking out “clause (1) (a), (b) or (c)” and substituting “subsection (1.1)”. See: 2001, c. 8, ss. 167 (2), 183 (2).

Idem

(6) A notice registered under subsection (5) has the same effect as the registration of a certificate of pending litigation or a caution, and the Superintendent may in writing revoke or modify the notice. R.S.O. 1990, c. L.25, s. 208 (6).

Liability for short-fall

209. (1) Where the Superintendent, under clause 192 (1) (a), (c) or (d), has ordered a registered corporation or any of its subsidiaries to dispose of and realize any of its investments and if the amount realized therefrom falls below the amount paid by it for such investments, the directors of the corporation are jointly and severally liable for the payment to the corporation of the amount of the deficiency. R.S.O. 1990, c. L.25, s. 209 (1); 1997, c. 28, s. 169.

Idem

(2) If a director is present when any investment referred to in subsection (1) is authorized, forthwith, or if any director then absent, within twenty-four hours after he or she become aware of such investment, and is able to do so, sends his or her written dissent by registered mail or delivers it to the principal place of business of the corporation and requests that the dissent be entered in the minutes of the next meeting of the board of directors and, within eight days thereafter, notifies the Superintendent in writing of the dissent, the director of the corporation may thereby, but not otherwise, exonerate himself or herself from liability. R.S.O. 1990, c. L.25, s. 209 (2); 1997, c. 28, s. 169.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 209 is repealed by the Statutes of Ontario, 2001, chapter 8, section 168. See: 2001, c. 8, ss. 168, 183 (2).

Order for compliance

210. (1) Where it appears to the Superintendent that any registered corporation or other person has failed to comply with or is not complying with,

(a) any approval given or any order made under this Act;

(b) any voluntary compliance program entered into; or

(c) any term, condition or restriction imposed on its registration,

the Superintendent, in addition to any other rights under this Act, may apply to the Ontario Court (General Division) for an order,

(d) directing the person or corporation to comply with the approval, program or order, term, condition or restriction or restraining the person or corporation from violating the approval, program, order, term, condition or restriction; and

(e) directing the directors and officers of the person or corporation to cause the person or corporation to comply with or to cease violating the approval, program or order of the Superintendent, or term, condition or restriction imposed on its registration,

and the court may make such order as it considers appropriate. R.S.O. 1990, c. L.25, s. 210 (1); 1997, c. 28, s. 170.

Appeal

(2) An appeal lies to the Divisional Court from an order made under subsection (1). R.S.O. 1990, c. L.25, s. 210 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 210 is repealed by the Statutes of Ontario, 2001, chapter 8, section 169. See: 2001, c. 8, ss. 169, 183 (2).

Oppression remedy

211. (1) A depositor, shareholder, creditor, a person for whom the registered corporation acts in a fiduciary capacity or the Superintendent may apply to the Ontario Court (General Division) for an order under this section. R.S.O. 1990, c. L.25, s. 211 (1).

Idem

(2) Where, upon an application under subsection (1), the court is satisfied that in respect of a registered corporation or any of its affiliates,

(a) any act or omission of the corporation or any of its affiliates effects or threatens to effect a result;

(b) the business or affairs of the corporation or any of its affiliates are, have been or are threatened to be carried on or conducted in a manner; or

(c) the powers of the directors of the corporation or any of its affiliates are, have been or are threatened to be exercised in a manner,

that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of any shareholder, depositor, creditor or person for whom the corporation acts in a fiduciary capacity, the court may make an order to rectify the matters complained of. R.S.O. 1990, c. L.25, s. 211 (2).

Notice to Superintendent

(3) Where a depositor, shareholder, creditor or person for whom the corporation acts in a fiduciary capacity makes an application under subsection (1), he or she shall give notice to the Superintendent. R.S.O. 1990, c. L.25, s. 211 (3).

Court order

(4) In connection with an application under this section, the court may make any interim or final order it thinks appropriate including, without limiting the generality of the foregoing,

(a) an order restraining the conduct complained of;

(b) an order to regulate a corporation’s affairs by amending the by-laws;

(c) an order appointing directors in place of or in addition to all or any of the directors then in office;

(d) an order varying or setting aside a transaction or contract to which a registered corporation is a party and compensating the registered corporation or any other party to the transaction or contract;

(e) an order requiring a registered corporation, within a time specified by the court, to produce to the court or an interested person financial statements or an accounting in such other form as the court may determine;

(f) an order compensating an aggrieved person;

(g) an order directing rectification of the records of a corporation; or

(h) an order requiring the trial of any issue. R.S.O. 1990, c. L.25, s. 211 (4).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 211 is repealed by the Statutes of Ontario, 2001, chapter 8, section 170. See: 2001, c. 8, ss. 170, 183 (2).

Want of prosecution

212. (1) An application under section 211 shall not be stayed, discontinued, settled or dismissed for want of prosecution without the approval of the court given upon such terms as the court thinks fit and, if the court determines that the interests of any person described in subsection 211 (1) may be substantially affected by such stay, discontinuance, settlement or dismissal, the court may order any party to the application to give notice to the person. R.S.O. 1990, c. L.25, s. 212 (1).

Costs

(2) A person described in subsection 211 (1) is not required to give security for costs in any application under that section. R.S.O. 1990, c. L.25, s. 212 (2).

Idem

(3) In an application under section 211, the court may at any time order the registered corporation or any of its affiliates to pay to the shareholder, depositor, creditor or person to whom the corporation acts in a fiduciary capacity or Superintendent interim costs, including reasonable legal fees and disbursements, for which interim costs the applicant may be held accountable to the corporation or its affiliate upon final disposition of the application. R.S.O. 1990, c. L.25, s. 212 (3).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 212 is repealed by the Statutes of Ontario, 2001, chapter 8, section 171. See: 2001, c. 8, ss. 171, 183 (2).

PART XIII
OFFENCES AND PENALTIES

Carrying on business of corporation prohibited

213. (1) No person, other than a registered corporation, shall conduct, undertake or transact in Ontario the business of a loan corporation or of a trust corporation. R.S.O. 1990, c. L.25, s. 213 (1).

Acting as trustee, etc., prohibited

(2) No body corporate, other than a registered trust corporation, shall,

(a) offer its services to the public as, or accept or execute the office of,

(i) executor or administrator, or

(ii) guardian of property; or

(b) act as a trustee in respect of any service it provides to the public. R.S.O. 1990, c. L.25, s. 213 (2); 1996, c. 2, s. 70 (2).

Exception

(3) Clause (2) (b) does not apply to,

(a) a body corporate that is acting as a trustee as provided under Part V of the Business Corporations Act or as required by any other Act; or

(b) a body corporate that manages a mutual fund trust and that is approved by the Ontario Securities Commission to act as the trustee of the mutual fund trust. R.S.O. 1990, c. L.25, s. 213 (3).

Same

(3.1) Clause (2) (b) does not apply to preclude a credit union or league, as defined by the Credit Unions and Caisses Populaires Act, 1994 from acting as a trustee and maintaining trust funds. 1994, c. 11, s. 390.

Restriction on use of name

(4) No person, other than a registered trust corporation, shall hold itself out to the public in Ontario as a registered trust corporation by using in its name the words “trust corporation”, “trust company”, “trustco”, “société de fiducie” ou “compagnie de fiducie” or any similar words in its name in conjunction with its business or undertakings, unless such name was legally in use before the 5th day of April, 1988. R.S.O. 1990, c. L.25, s. 213 (4).

Carrying on business by corporations

(5) No corporation, other than a registered corporation, shall hold itself out to the public in Ontario as a registered corporation by conducting, undertaking or transacting any part or aspect of the business of a trust corporation or loan corporation. R.S.O. 1990, c. L.25, s. 213 (5).

Soliciting business

(6) No person, other than a registered corporation and a person duly authorized by it to act on its behalf, shall solicit the business of a trust corporation or loan corporation. R.S.O. 1990, c. L.25, s. 213 (6).

Action of promoters, etc.

(7) No person shall undertake, transact or solicit in Ontario any part or aspect of the business of a trust corporation or a loan corporation for a body corporate that is not registered under this Act. R.S.O. 1990, c. L.25, s. 213 (7).

Prohibition on certain activities

(8) No registered corporation, directly or indirectly, through a subsidiary or otherwise, unless permitted under this Act, shall,

(a) deal in goods, wares and merchandise or engage in any trade or business;

(b) Repealed: 1994, c. 17, s. 118.

(c) guarantee the performance of any obligation by a person other than the corporation or its subsidiary unless the corporation has received security for the guarantee at least equal to the amount of the obligation guaranteed; or

(d) issue notes of the corporation payable to bearer on demand and intended for circulation. R.S.O. 1990, c. L.25, s. 213 (8); 1994, c. 17, s. 118.

Note: On a day to be named by proclamation of the Lieutenant Governor, subsection (8) is repealed by the Statutes of Ontario, 2001, chapter 8, section 172. See: 2001, c. 8, ss. 172, 183 (2).

Offences

214. (1) Every person who,

(a) contravenes any provision of section 213;

(b) fails to comply with any written undertaking given under this Act;

(c) fails to comply with an order made under this Act;

(d) contravenes any provision of Part IX;

(e) allows their name to be used on behalf of a person having a beneficial interest in a corporation for the purpose of disguising such interest;

(f) contravenes reporting requirements related to insider trading in respect of a corporation;

(g) traffics in a shareholder’s list contrary to section 133;

(h) accepts or receives or gives a grant or gratuity or holds shares contrary to section 179;

(i) fails to report to the Superintendent as required under this Act;

(j) in the case of a registered corporation, contravenes any term, condition or restriction imposed on its registration; or

(k) knowingly provides false information in relation to any matter under this Act,

is guilty of an offence. R.S.O. 1990, c. L.25, s. 214 (1).

Note: On a day to be named by proclamation of the Lieutenant Governor, subsection (1) is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 173 (1) and the following substituted:

Offences

(1) A person is guilty of an offence if the person,

(a) contravenes any provision of section 213; or

(b) knowingly provides false information in relation to any matter under this Act. 2001, c. 8, s. 173 (1).

See: 2001, c. 8, ss. 173 (1), 183 (2).

Penalty

(2) On conviction for an offence referred to in subsection (1), the person convicted is liable on a first conviction to a fine of not more than $100,000 and on each subsequent conviction to a fine of not more than $200,000. R.S.O. 1990, c. L.25, s. 214 (2); 2001, c. 8, s. 173 (2).

Derivative

(3) Every person who caused, authorized, permitted or participated in an offence referred to in subsection (1) is guilty of an offence and on conviction is liable on a first conviction to a fine of not more than $100,000 and on each subsequent conviction to a fine of not more than $200,000. R.S.O. 1990, c. L.25, s. 214 (3); 2001, c. 8, s. 173 (3).

Saving, voluntary compliance program

(4) Despite subsection (1), a person for whom a voluntary compliance program has been approved by the Superintendent who complies fully with such program shall not be prosecuted for or convicted of an offence in respect of the breach of this Act which the program was intended to remedy. R.S.O. 1990, c. L.25, s. 214 (4).

Note: On a day to be named by proclamation of the Lieutenant Governor, subsection (4) is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 173 (4). See: 2001, c. 8, ss. 173 (4), 183 (2).

Saving, disclosure

(5) A person is not guilty of an offence under clause (1) (d) if the person was not a party to the offence and reported the failure to comply with Part IX as set out in section 150 or 151. R.S.O. 1990, c. L.25, s. 214 (5).

Note: On a day to be named by proclamation of the Lieutenant Governor, subsection (5) is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 173 (4). See: 2001, c. 8, ss. 173 (4), 183 (2).

Limitation period

215. No proceeding for an offence under this Part shall be commenced in any court more than two years after the facts upon which the proceedings are based first came to the knowledge of the Superintendent. R.S.O. 1990, c. L.25, s. 215.

Order to comply

216. Where a person is convicted of an offence under this Act or the regulations, the court in which proceedings in respect of the offence are taken, in addition to any punishment it may impose, may order that person to comply with the provisions of this Act or the regulations for the contravention of which the person has been convicted. R.S.O. 1990, c. L.25, s. 216.

Restitution

217. Where a person is convicted of an offence under this Act, the court making the conviction may, in addition to any other penalty, order the person convicted to make compensation or restitution in relation thereto. R.S.O. 1990, c. L.25, s. 217.

PART XIV
MISCELLANEOUS AND REGULATIONS

Deposits from persons unable to contract

218. A registered corporation, without the authority, aid, assistance or intervention of any other person or official being required, may receive deposits from any person regardless of the person’s age, status or condition in life, and whether the person is qualified by law to enter into ordinary contracts or not, and from time to time may pay any or all of the principal thereof and any or all of the interest thereon to or to the order of the person, unless before payment, the money on deposit is claimed by some other person in a court proceeding to which the corporation is a party and in respect of which service of a statement of claim or other process originating such proceeding has been made on the corporation, or in any other proceeding pursuant to which an injunction or order made by the court requiring the corporation not to make payment of such money or to make payment thereof to some person other than the depositor has been served on the corporation, and in the case of any such claim so made the money so deposited may be paid to the depositor with the consent of the claimant or to the claimant with the consent of the depositor. R.S.O. 1990, c. L.25, s. 218.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 218 is repealed by the Statutes of Ontario, 2001, chapter 8, section 174. See: 2001, c. 8, ss. 174, 183 (2).

Direction as to disposition of deposits on death

219. (1) A person who has deposits with a registered corporation not exceeding $2,000 may, by a writing, signed by him or her and deposited with the corporation, nominate any person to receive the amount thereof at his or her death. R.S.O. 1990, c. L.25, s. 219 (1).

Rights of corporation

(2) Upon receiving a statutory declaration as to the death of a person who has made a nomination under subsection (1), the corporation may substitute on its books the name of the nominee in place of the name of such person or may forthwith pay to the nominee the amount due. R.S.O. 1990, c. L.25, s. 219 (2).

Where no direction

(3) Where a depositor as described in subsection (1) dies without making a nomination in accordance with that subsection, the deposit may, without letters probate or letters of administration being taken out, be paid or transferred to,

(a) the person who appears to the corporation to be entitled under the will of such depositor or in the case of intestacy under the law relating to devolution of property to receive it; or

(b) any person who appears to the corporation to be equitably entitled thereto by reason of having incurred expense for the support, medical attendance or burial of the depositor,

upon receipt by the corporation of the statutory declaration of the person so claiming stating the time and place and death of the applicant and the facts supporting the claim. R.S.O. 1990, c. L.25, s. 219 (3).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 219 is repealed by the Statutes of Ontario, 2001, chapter 8, section 174. See: 2001, c. 8, ss. 174, 183 (2).

Unclaimed deposits

220. (1) Within thirty days of a deposit made in Ontario to a registered provincial corporation becoming an unclaimed deposit, the corporation shall pay to the Treasurer of Ontario the amount owing to the depositor, including interest, if any, in accordance with the agreement between the corporation and the depositor. R.S.O. 1990, c. L.25, s. 220 (1).

Effect of payment

(2) Payment to the Treasurer under subsection (1) discharges the corporation from all liability in respect of the deposit. R.S.O. 1990, c. L.25, s. 220 (2).

Idem

(3) The Treasurer may pay an amount received under subsection (1) to a person claiming to be entitled to it upon being furnished with satisfactory proof of the person’s entitlement. R.S.O. 1990, c. L.25, s. 220 (3).

Idem

(4) For the purpose of subsection (1), a deposit becomes an unclaimed deposit on the day ten years after the day on which the fixed term ended, in the case of a deposit for a fixed term, and, in any other case, on the day ten years after the day on which the last transaction took place on the depositor’s account or a statement of account was last requested or acknowledged by the depositor, whichever is latest. R.S.O. 1990, c. L.25, s. 220 (4).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 220 is repealed by the Statutes of Ontario, 2001, chapter 8, section 174. See: 2001, c. 8, ss. 174, 183 (2).

Payments by mistake

221. Where a registered corporation, after the death of a depositor, has paid or transferred a deposit to the person who at the time appeared to be entitled thereto, the payment or transfer is valid with respect to any demand from any other person as legatee, next of kin or personal representative of the deceased against the corporation, but the legatee, next of kin or representative is entitled to recover the amount of the deposit from the recipient or transferee. R.S.O. 1990, c. L.25, s. 221.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 221 is repealed by the Statutes of Ontario, 2001, chapter 8, section 175. See: 2001, c. 8, ss. 175, 183 (2).

Delivery of notices

222. (1) Delivery of any written notice or document for any purpose of this Act, where the mode is not otherwise specified, may be delivered by first class ordinary mail or first class registered mail,

(a) in the case of a registered corporation, addressed to it or its chief executive officer at its principal place of business;

Note: On a day to be named by proclamation of the Lieutenant Governor, clause (a) is amended by the Statutes of Ontario, 2001, chapter 8, subsection 176 (1) by adding “in Ontario” after “its principal place of business”. See: 2001, c. 8, ss. 176 (1), 183 (2).

(b) in the case of a director, addressed to the director at his or her address as shown on the records of the Superintendent; and

(c) in the case of the Superintendent, addressed to the Superintendent at his or her office. R.S.O. 1990, c. L.25, s. 222 (1).

Idem

(2) In the case of an extra-provincial corporation, a notice or document may be delivered in accordance with clause (1) (a) or may be delivered by first class or registered mail addressed to it or its agent or any of its agents at the address thereof as set out in the most recent application filed under section 32. R.S.O. 1990, c. L.25, s. 222 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, subsection (2) is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 176 (2). See: 2001, c. 8, ss. 176 (2), 183 (2).

Regulations

223. (1) The Lieutenant Governor in Council may make regulations,

1. Repealed: 1997, c. 19, s. 13 (17).

2. Repealed: 1997, c. 19, s. 13 (17).

3. exempting persons holding such percentage, as may be set out in the regulation, of shares of a corporation from the requirements of section 63;

4. exempting classes of corporations from the requirements of section 63;

5. respecting the records, papers and documents to be retained by corporations and the length of time they shall be so retained;

6. requiring the disclosure to borrowers of terms and conditions of loans and mortgages and of interest rates in lending transactions;

Note: On a day to be named by proclamation of the Lieutenant Governor, paragraph 6 is repealed by the Statutes of Ontario, 1999, chapter 12, Schedule I, subsection 5 (2). See: 1999, c. 12, Sched. I, ss. 5 (2), 8 (2).

7. prescribing words or expressions that are prohibited in the name of a corporation and prescribing conditions for the use of names by corporations;

8. prescribing the information that shall be maintained in the Loan Corporations Register, the Trust Corporations Register and the public file of each corporation;

9. governing the custody and safekeeping of securities, property or trust assets registered in the name of or held by a registered corporation;

10. prescribing financial statements required under this Act and the method of their preparation;

11. prescribing information to be placed before the annual meeting of a corporation and requiring a corporation to make public such information as may be set out in the regulations;

12. Repealed: 1997, c. 19, s. 13 (17).

13. prescribing the method of calculating the capital base of a corporation, including what assets may or may not be included therein and the manner in which the value of any such asset shall be calculated or determined for such purpose;

14. prescribing the method of calculating the total assets of a corporation, including the manner in which the value of any such asset shall be calculated or determined for such purpose;

15. prescribing classes of loans, investments or transactions for the purposes of Part IX;

16. prescribing limits in dollar amounts or in a percentage of total assets of investments in any asset or any class of assets and where a limit has been imposed by this Act with respect to any asset or class of assets, prescribing limits that are more restrictive than those set out in the Act;

17. prescribing the method of calculating liquidity of a corporation;

18. governing the issue of subordinated indebtedness;

19. governing the establishment and operation of common trust funds and the investment of trust money in such funds;

20. requiring the bonding and insurance coverage of and for directors, officers, agents and employees of the corporation and of property of the corporation or held by it;

21. governing the activities of a registered corporation in dealing with persons who act as agents for the corporation and governing the relationships between the corporation and its agents;

22. respecting the determination of the amount or value of loans and investments for the purposes of Part X;

23. respecting the loans and investments, and the maximum aggregate amount of all loans and investments, that may be,

i. made by a provincial corporation and its prescribed subsidiaries to a person and any persons related to that person, or

ii. acquired by a provincial corporation and its prescribed subsidiaries in a person and any persons related to that person,

and, for the purpose, prescribing the classes of persons who are related to a person;

24. governing the establishment of networks by registered corporations for the purpose of providing financial services to their clients;

25. prescribing information to be provided to security holders of a corporation and to persons on whose behalf a registered corporation holds securities of a body corporate as fiduciary or agent;

26. prescribing the conditions upon which a corporation may invest its funds in the fully paid voting shares of a dealer within the meaning of the Securities Act;

27. prescribing procedures related to the payment of unclaimed deposits to the Treasurer of Ontario under section 220 and for claiming them from the Treasurer, requiring provincial corporations to give notices to depositors in relation thereto and to keep such records thereof as are prescribed;

28. permitting provincial corporations to make loans to employees as described in subsection 142 (2) and prescribing the maximum amount of any such loan;

29. prescribing terms and conditions for the establishment and operation of subsidiaries;

30. relating to reports by auditors;

31. prescribing qualifications for appointment as an officer of a corporation;

32. prescribing duties for audit committees and investments committees;

33. prescribing any matter referred to in this Act as being prescribed by the regulations;

34. defining “commercial loan”, “mortgage loan”, “property” and “subordinated indebtedness” for the purposes of this Act and the regulations. R.S.O. 1990, c. L.25, s. 223; 1994, c. 17, s. 119 (1-3); 1997, c. 19, s. 13 (10), (17).

Note: On a day to be named by proclamation of the Lieutenant Governor, subsection (1) is repealed by the Statutes of Ontario, 2001, chapter 8, section 177 and the following substituted:

Regulations

(1) The Lieutenant Governor in Council may make regulations,

(a) prescribing prohibited words or expressions for the purpose of subsection 213 (4);

(b) prescribing the information that must be maintained in the Loan Corporations Register and the Trust Corporations Register;

(c) prescribing any matter referred to in this Act as being prescribed by the regulations. 2001, c. 8, s. 177.

See: 2001, c. 8, ss. 177, 183 (2).

Same

(2) A regulation made under this Act may,

(a) prescribe classes of registered corporations;

(b) contain different provisions for different registered corporations or different classes of registered corporations; and

(c) apply only to specified registered corporations or specified classes of registered corporations. 1994, c. 17, s. 119 (4).

Forms

223.1 (1) The Superintendent may approve the use of forms for any purpose of this Act and the forms may provide for such information to be furnished as the Superintendent may require. 1997, c. 19, s. 13 (18); 1999, c. 12, Sched. I, s. 5 (3).

Fees

(2) The Minister of Finance may establish and charge fees in relation to any matter under this Act, including any services provided by or through the Ministry of Finance or the Financial Services Commission of Ontario. 2001, c. 8, s. 178.

(3) Repealed: 2001, c. 8, s. 178.

Return of security

224. A corporation that was required by a private Act to post any amount as security as a condition of registration may apply to the Superintendent to have the security released and, if the Superintendent approves of the release, the security shall be returned to the corporation. R.S.O. 1990, c. L.25, s. 224.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 224 is repealed by the Statutes of Ontario, 2001, chapter 8, section 179. See: 2001, c. 8, ss. 179, 183 (2).

Exemption from minimum capital requirements

225. The Superintendent may exempt a trust corporation that in other respects complies with this Act from compliance with the minimum capital requirements under subsection 10 (5) or clause 33 (a), subject to such terms and conditions as may be prescribed and to such terms and conditions as the Superintendent may impose, so long as the trust corporation is offering its services primarily in a community that, in the opinion of the Superintendent, would not otherwise be adequately served by a trust corporation. R.S.O. 1990, c. L.25, s. 225.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 225 is repealed by the Statutes of Ontario, 2001, chapter 8, section 179. See: 2001, c. 8, ss. 179, 183 (2).

Transition, capital levels

226. (1) Despite any other provision of this Act, where a corporation, immediately before the 5th day of April, 1988, was registered under the Loan and Trust Corporations Act, being chapter 249 of the Revised Statutes of Ontario, 1980, the minimum capital requirements under clause 33 (a) of this Act shall not apply to the corporation until the 1st day of January, 1991 so long as the corporation maintains the minimum capital requirements required by the predecessor of this Act or such greater minimum capital requirements as the Lieutenant Governor in Council may order. R.S.O. 1990, c. L.25, s. 226 (1).

Extension of time

(2) The Lieutenant Governor in Council may extend the period for compliance with minimum capital requirements under clause 33 (a), beyond the 1st day of January, 1991, subject to such terms and conditions as the Lieutenant Governor in Council may impose. R.S.O. 1990, c. L.25, s. 226 (2).

Transition, directors

(3) Despite any other provision of this Act, the board of directors of a loan corporation or a trust corporation in office immediately before the 5th day of April, 1988 may continue in office until the annual meeting next following that date. R.S.O. 1990, c. L.25, s. 226 (3).

(4) Repealed: 1994, c. 17, s. 120.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 226 is repealed by the Statutes of Ontario, 2001, chapter 8, section 180. See: 2001, c. 8, ss. 180, 183 (2).

227. Repealed: 2001, c. 8, s. 181.

Transition, increase in loans

228. (1) Despite any other provision of this Act, if, before this section comes into force, a provincial corporation was authorized by its registration to make loans referred to in clause 162 (4) (c), as it was before Part X of the Budget Measures Act, 1994 comes into force, the corporation shall not increase the aggregate total of those loans beyond the percentage authorized by its registration until the corporation has filed with the Superintendent a certified copy of the board of directors’ written procedures for prudent investment standards authorizing the increase. 1997, c. 19, s. 13 (18).

Same

(2) Despite any other provision of this Act, if, before this section comes into force, a provincial corporation was authorized by its registration to make loans referred to in clause 162 (4) (d), as it was before Part X of the Budget Measures Act, 1994 comes into force, the corporation shall not increase the aggregate total of those loans beyond the percentage authorized by its registration until the corporation has received the written approval of the Superintendent. 1997, c. 19, s. 13 (18).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 228 is repealed by the Statutes of Ontario, 2001, chapter 8, section 182. See: 2001, c. 8, ss. 182, 183 (2).

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