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City of Toronto Act, 2006
Loi de 2006 sur la cité de Toronto

ONTARIO REGULATION 295/09

corporations incorporated by build toronto

Consolidation Period: From November 27, 2015 to the e-Laws currency date.

Last amendment: O. Reg. 362/15.

This Regulation is made in English only.

Definition

1. In this Regulation,

“Build Toronto” means Build Toronto Inc., a corporation established by the City on November 13, 2008 under the Business Corporations Act pursuant to section 148 of the City of Toronto Act, 2006 and Ontario Regulation 609/06 (City Services Corporations) made under the City of Toronto Act, 2006. O. Reg. 295/09, s. 1.

General Powers and Duties in Relation to Incorporating Corporations

Power to incorporate corporations

2. Despite subsection 18 (1) of Ontario Regulation 609/06, Build Toronto may incorporate a corporation if,

(a) the corporation’s purpose is to provide a system, service or thing that Build Toronto itself could provide;

(b) the City has made a declaration under subsection 108 (3) of the Business Corporations Act that applies with respect to the management, business and affairs of Build Toronto; and

(c) the declaration mentioned in clause (b) authorizes Build Toronto to incorporate corporations. O. Reg. 295/09, s. 2.

Power re shares

3. Despite subsection 18 (2) of Ontario Regulation 609/06, Build Toronto may acquire, hold, guarantee and otherwise deal with the shares of a corporation incorporated under section 2 but shall not sell them. O. Reg. 295/09, s. 3.

Business case study

4. Before incorporating a corporation under section 2, Build Toronto shall adopt a business case study. O. Reg. 295/09, s. 4.

Public participation

5. (1) Build Toronto shall adopt and maintain policies on the incorporation of corporations by Build Toronto. O. Reg. 295/09, s. 5 (1).

(2) Before incorporating a corporation under section 2, Build Toronto shall consult with the public about the policies mentioned in subsection (1). O. Reg. 295/09, s. 5 (2).

Market value sale or transfer by Build Toronto

6. (1) Build Toronto shall not sell or transfer land or an interest in land to any person at less than fair market value if the land or interest in land has been sold or transferred to Build Toronto by the City or a corporation incorporated under section 2. O. Reg. 295/09, s. 6 (1); O. Reg. 24/15, s. 1.

(2) Subsection (1) does not apply to a sale or transfer of land or an interest in land if Build Toronto sells or transfers the land or interest in land to the City or to a corporation incorporated under section 2. O. Reg. 295/09, s. 6 (2).

Asset transfers by City

7. (1) The City shall adopt and maintain policies on asset transfers by the City to corporations incorporated under section 2. O. Reg. 295/09, s. 7 (1).

(2) The City shall not transfer any of its assets to a corporation incorporated under section 2 before the City has adopted the policies mentioned in subsection (1). O. Reg. 295/09, s. 7 (2).

8. Revoked: O. Reg. 24/15, s. 2.

Assistance to Build Toronto

9. (1) Despite section 82 of the Act, the City may provide assistance to Build Toronto if,

(a) all the shares of Build Toronto are owned by the City; and

(b) the assistance is provided for the purpose of,

(i) the administration of a corporation incorporated under section 2 in its initial period of operation,

(ii) the capitalization of Build Toronto or of a corporation incorporated under section 2, or

(iii) facilitating the financing of Build Toronto’s real estate development and redevelopment activities. O. Reg. 24/15, s. 3.

Note: On March 1, 2025, subclause (iii) is revoked. (See: O. Reg. 24/15, ss. 8, 9 (2))

(2) The type of assistance that may be provided under subclause (1) (b) (i) is the giving or lending of money of the City. O. Reg. 24/15, s. 3.

(3) The type of assistance that may be provided under subclause (1) (b) (ii) is the sale or transfer of land or an interest in land to Build Toronto for the corporate purposes of Build Toronto or a corporation incorporated under section 2. O. Reg. 24/15, s. 3.

(4) The type of assistance that may be provided under subclause (1) (b) (iii) is guaranteeing Build Toronto’s borrowing. O. Reg. 24/15, s. 3.

Note: On March 1, 2025, subsection (4) is revoked. (See: O. Reg. 24/15, ss. 8, 9 (2))

(5) The City may give a guarantee under subclause (1) (b) (iii) only if the following conditions are met:

1. The City’s total potential liability, as determined under subsection (6), does not exceed $160,000,000 as of the date the guarantee is given.

2. The guarantee is for a term not exceeding five years.

3. The guarantee is supported by a resolution of the City council.

4. The guarantee is given before March 1, 2020.

5. The guarantee limits the City’s potential liability under the guarantee to a fixed amount. O. Reg. 24/15, s. 3.

Note: On March 1, 2025, subsection (5) is revoked. (See: O. Reg. 24/15, ss. 8, 9 (2))

(6) For the purposes of paragraph 1 of subsection (5), the City’s total potential liability is the sum of the fixed amount limits required under paragraph 5 of subsection (5) for all guarantees given under subclause (1) (b) (iii), including guarantees that have expired or been terminated. O. Reg. 24/15, s. 3.

Note: On March 1, 2025, subsection (6) is revoked. (See: O. Reg. 24/15, ss. 8, 9 (2))

(7) Assistance provided under this section need not be at fair market value. O. Reg. 24/15, s. 3.

Assistance to corporation incorporated under s. 2

9.1 (1) Despite section 82 of the Act, the City may provide assistance to a corporation incorporated under section 2 by transferring or selling land or an interest in land to the corporation if,

(a) all the shares of Build Toronto are owned by the City; and

(b) a resolution of the City council states that the land or interest in land is surplus to the needs of the City. O. Reg. 24/15, s. 3.

(2) Assistance provided under this section need not be at fair market value. O. Reg. 24/15, s. 3.

Annual report

9.2 (1) Within 180 days after the start of each fiscal year, Build Toronto shall prepare and present to the City council an annual report for the preceding fiscal year that includes,

(a) audited estimates as of the date of the report of,

(i) the total credit available under all loan agreements for which a guarantee has been given under subclause 9 (1) (b) (iii), and

(ii) the total principal amount that remains owing under all loan agreements for which a guarantee has been given under subclause 9 (1) (b) (iii);

(b) the appraised fair market value, as of the date of the report, of any land whose development or redevelopment is being or was facilitated by a guarantee given under subclause 9 (1) (b) (iii);

(c) a financial projection of Build Toronto’s revenues and expenditures for the current fiscal year, including an assessment of Build Toronto’s ability to service its existing and projected debt and other financial obligations during that fiscal year;

(d) a list identifying each loan for which a guarantee was given under subclause 9 (1) (b) (iii) and, with respect to each loan,

(i) the lender,

(ii) the date the loan agreement was made,

(iii) as of the date of the report, the available credit and the principal amount owing,

(iv) the date on which all principal must be repaid,

(v) the interest rate, fees, charges and value of any other consideration payable to the lender for the loan,

(vi) a description of any security given for the loan, and

(vii) the purpose of the loan; and

(e) a copy of Build Toronto’s audited financial statements for the preceding fiscal year. O. Reg. 24/15, s. 3.

(2) The report shall highlight any changes from the previous report under this section. O. Reg. 24/15, s. 3.

Note: On March 1, 2025, section 9.2 is revoked. (See: O. Reg. 24/15, ss. 8, 9 (2))

Prohibition on issuing, transferring shares

9.3 While any guarantees under subclause 9 (1) (b) (iii) remain outstanding,

(a) Build Toronto shall not issue shares to any person other than the City; and

(b) the City shall not sell or otherwise transfer any interest in shares of Build Toronto held by the City. O. Reg. 24/15, s. 3.

Note: On March 1, 2025, section 9.3 is revoked. (See: O. Reg. 24/15, ss. 8, 9 (2))

Shareholder declaration

10. (1) Build Toronto shall make a declaration under subsection 108 (3) of the Business Corporations Act with respect to the management, business and affairs of any corporation incorporated under section 2. O. Reg. 295/09, s. 10 (1).

(2) Build Toronto shall make the declaration mentioned in subsection (1) with respect to a corporation incorporated under section 2 at the time that the corporation is incorporated or as soon as possible thereafter, and shall maintain the declaration. O. Reg. 295/09, s. 10 (2).

(3) The declaration mentioned in subsection (1) and any amendments to it shall be consistent with this Regulation. O. Reg. 295/09, s. 10 (3).

(4) The declaration mentioned in subsection (1) shall include terms regarding the requirements set out in sections 11 to 17 of this Regulation. O. Reg. 295/09, s. 10 (4).

Result of non-compliance

10.1 The following matter may be considered sufficient cause under any Act to cancel the certificate of incorporation of Build Toronto:

1. Build Toronto does not meet the requirements of this Regulation. O. Reg. 24/15, s. 4.

Rules for Corporations Incorporated Under Section 2

Purpose of corporation

11. A corporation incorporated under section 2 shall not have as a purpose the provision of any system, service or thing that Build Toronto itself could not provide. O. Reg. 295/09, s. 11.

Territorial operation of corporation

12. (1) A corporation incorporated under section 2 may only operate within the boundaries of a municipality with the agreement of the municipality. O. Reg. 295/09, s. 12 (1).

(2) Despite subsection (1), a corporation incorporated under section 2 may operate within the boundaries of an upper-tier municipality without the agreement of any lower-tier municipality that forms part of that upper-tier municipality for municipal purposes if the corporation’s purpose is to provide a system, service or thing that the upper-tier municipality itself could provide. O. Reg. 295/09, s. 12 (2).

(3) Despite subsection (1), a corporation incorporated under section 2 may operate within the boundaries of a lower-tier municipality that forms part of an upper-tier municipality for municipal purposes without the agreement of the upper-tier municipality if the corporation’s purpose is to provide a system, service or thing that the lower-tier municipality itself could provide. O. Reg. 295/09, s. 12 (3).

(4) Subsections (1) to (3) do not apply to the operation of a corporation incorporated under section 2 within the boundaries of the City.  O. Reg. 295/09, s. 12 (4).

Powers of corporation, limitations

13. (1) A corporation incorporated under section 2 shall not carry on any business or activity that Build Toronto itself could not carry on. O. Reg. 295/09, s. 13 (1).

(2) A corporation incorporated under section 2 shall not do any of the following without the approval of the City and Build Toronto:

1. Taking or instituting proceedings for any winding up, arrangement, reorganization or dissolution of the corporation.

2. Creating new classes of shares or reorganizing, consolidating, subdividing or otherwise changing its outstanding securities.

3. Selling or otherwise disposing of all or substantially all of its assets or undertakings.

4. Entering into any other transaction or taking any other action that requires shareholder approval under the Business Corporations Act. O. Reg. 295/09, s. 13 (2).

(3) Despite subsection (2), the approval of the City to do something mentioned in paragraphs 1 to 4 of that subsection is not required if the City expressly authorizes Build Toronto to approve it in a declaration made under clause 2 (b). O. Reg. 295/09, s. 13 (3).

Amendments to corporate documents

14. A corporation incorporated under section 2 shall not submit articles of amendment or any other articles or supplementary letters patent under any Act unless Build Toronto has first adopted a business case study in relation to the proposed amendment, articles or supplementary letters patent. O. Reg. 295/09, s. 14.

Limitation on actions of corporation

15. (1) A corporation incorporated under section 2 shall not act as an incorporator of another corporate body that is incorporated under any Act. O. Reg. 295/09, s. 15 (1).

(2) A corporation incorporated under section 2 may only invest in securities prescribed as eligible investments for the City under section 256 of the Act. O. Reg. 295/09, s. 15 (2).

Note: On January 1, 2018, subsection 15 (2) of the Regulation is revoked and the following substituted: (See: O. Reg. 362/15, s. 1)

(2) A corporation incorporated under section 2 may only invest in securities that on December 31, 2017, are prescribed as eligible investments for the City under section 256 of the Act. O. Reg. 362/15, s. 1.

(3) Nothing in subsection (2) prevents a corporation incorporated under section 2 from acquiring, holding or disposing of securities of any person in connection with,

(a) the lending of money by the corporation;

(b) the sale or transfer by Build Toronto of land or an interest in land acquired by Build Toronto from the City or from any other person; or

(c) the sale or transfer by the corporation of land or an interest in land sold or transferred to the corporation by the City or Build Toronto. O. Reg. 295/09, s. 15 (3); O. Reg. 24/15, s. 5.

Market value sale or transfer by corporation

16. If the City or Build Toronto sells or transfers land or an interest in land to a corporation incorporated under section 2, the corporation may only sell or transfer the land or interest in land at fair market value, except if the sale or transfer is to the City or Build Toronto. O. Reg. 295/09, s. 16; O. Reg. 24/15, s. 6.

Build Toronto as sole shareholder

17. A corporation incorporated under section 2 shall not issue shares in the corporation to any person except Build Toronto. O. Reg. 295/09, s. 17.

Result of non-compliance

18. (1) Any of the following matters may be considered sufficient cause under any Act to cancel the certificate of incorporation, letters patent or supplementary letters patent of a corporation incorporated under section 2:

1. The corporation does not meet the requirements of this Regulation.

2. A certificate is issued under the Business Corporations Act or any other Act under which Build Toronto establishes a corporation that is inconsistent with this Regulation.

3. Letters patent or supplementary letters patent are granted under any Act that are inconsistent with this Regulation.

4. The corporation acts outside the purposes to which it is restricted by its articles or letters patent. O. Reg. 24/15, s. 7.

(2) The following matter may be considered sufficient cause under any Act to cancel the certificate of incorporation of Build Toronto:

1. The City does not meet the requirements of subsection 9 (5) or section 9.3. O. Reg. 24/15, s. 7.

Note: On March 1, 2025, subsection (2) is revoked. (See: O. Reg. 24/15, ss. 8, 9 (2))