O. Reg. 4/22: INTELLECTUAL PROPERTY ONTARIO
filed January 4, 2022 under Development Corporations Act, R.S.O. 1990, c. D.10
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made under the
Development Corporations Act
Made: December 9, 2021
Filed: January 4, 2022
Published on e-Laws: January 4, 2022
Printed in The Ontario Gazette: January 22, 2022
Intellectual Property Ontario
Interpretation
Definitions
“board” means the board of directors of the Corporation; (“conseil”)
“Corporation” means the corporation established under section 2; (“Société”)
“Minister” means the Minister of Colleges and Universities; (“ministre”)
Corporation established
2. (1) A corporation without share capital is established under the name Intellectual Property Ontario in English and Propriété intellectuelle Ontario in French.
(2) The Corporation is composed of the members of its board of directors.
Crown agent
3. The Corporation is an agent of the Crown in right of Ontario and may exercise its powers only as an agent of the Crown.
Application of other laws
4. (1) The Corporations Information Act does not apply to the Corporation.
(2) Subsections 41 (1) to (6) and (8) to (11) and 43 (1) and section 46 of the Not-for-Profit Corporations Act, 2010 apply to the Corporation.
(3) If subsection 41 (1) of the Not-for-Profit Corporations Act, 2010 applies to all of the board’s directors with respect to a contract or transaction with the Corporation, only the Minister may approve that contract or transaction.
Objects
5. The Corporation’s objects are,
(a) to increase public access to services and resources in respect of intellectual property in order to advance economic growth and competitiveness in Ontario;
(b) to support the development and protection of intellectual property to improve the commercialization outcomes of research in Ontario;
(c) to advance knowledge, and to develop and disseminate educational curricula, best practices and research, in respect of intellectual property, and to advance understandings of domestic and international trends with respect to the protection and commercialization of intellectual property;
(d) to establish partnerships within and outside Canada with post-secondary institutions, governments and organizations, including organizations that provide supports for businesses and entrepreneurs, for the purpose of building capacity for the development, protection and commercialization of intellectual property in Ontario; and
(e) to provide advice, recommendations and support to the Government of Ontario, including to the Minister and the Minister of Economic Development, Job Creation and Trade, with respect to encouraging economic competitiveness through the development, protection and commercialization of intellectual property.
Powers
6. Except as limited by this Regulation, the Corporation has the capacity, rights, powers and privileges of a natural person for carrying out its objects.
Limit on powers, approval of Lieutenant Governor in Council
7. The Corporation shall not exercise the following powers without the approval of the Lieutenant Governor in Council:
1. Acquiring, disposing, leasing, mortgaging, charging, hypothecating or otherwise transferring or encumbering any interest in real property, except for leasing space that is reasonably necessary for the purposes of the Corporation.
2. Lending money.
3. Investing money, other than making temporary investments in accordance with section 8.
4. Pledging, charging or encumbering any of its personal property.
5. Creating a subsidiary.
Temporary investments
8. The Corporation may temporarily invest money not immediately required to carry out its objects in the following:
1. Securities issued or guaranteed as to principal and interest by Ontario, Canada, or another province or territory of Canada.
2. Guaranteed investment certificates of a trust corporation that is registered under the Loan and Trust Corporations Act.
3. Deposit receipts, term deposits, deposit notes, certificates of deposit or investment, banker’s acceptances or other similar instruments issued, guaranteed or endorsed by a bank listed in Schedule I or II to the Bank Act (Canada).
4. Guaranteed investment certificates, deposit receipts, term deposits, deposit notes, certificates of deposit or investment or other similar instruments that are issued, guaranteed or endorsed by a credit union within the meaning of the Credit Unions and Caisses Populaires Act, 1994.
Board of directors
9. (1) The board shall be composed of up to nine members appointed by the Lieutenant Governor in Council on the recommendation of the Minister.
(2) A majority of the board constitutes a quorum.
(3) On the recommendation of the Minister, the Lieutenant Governor in Council shall designate a chair and a vice-chair from among the members of the board.
(4) The chair shall preside over the meetings of the board.
(5) If the chair is absent or otherwise unable to act or if the office of the chair is vacant, the vice-chair has all the powers and shall perform the duties of the chair.
(6) In the absence of the chair and the vice-chair, the members present shall appoint an acting chair from among themselves.
Duties
10. The board shall manage or supervise the management of the Corporation’s affairs.
By-laws
11. (1) Subject to subsections (2) to (8), the board may propose by-laws governing the management of the Corporation’s affairs.
(2) The board shall submit a copy of each proposed by-law to the Minister.
(3) Within 60 days after the proposed by-law is submitted, the Minister shall approve it, reject it or return it to the Corporation for further consideration.
(4) A proposed by-law that is approved by the Minister becomes effective on the day of the approval or on such later day as the by-law may specify.
(5) A proposed by-law that is rejected by the Minister does not become effective.
(6) If the Minister returns a proposed by-law to the Corporation for further consideration, the Corporation may resubmit it to the Minister.
(7) If, within 60 days after the proposed by-law is submitted, the Minister does not approve the proposed by-law, reject it or return it for further consideration, it becomes effective 75 days after it was submitted to the Minister or on such later date as the by-law may specify.
(8) With respect to a by-law relating to borrowing, managing financial risks or making temporary investments,
(a) subsections (3) to (7) do not apply;
(b) the by-law does not take effect unless it is approved by both the Minister and the Minister of Finance; and
(c) the by-law becomes effective on the day it is approved under clause (b) or on such later date as the by-law may specify.
(9) The Corporation shall publish each by-law on its website as soon as possible after it is approved or, in the case of a by-law that becomes effective under subsection (7), as soon as possible after the date on which it becomes effective.
(10) Part III (Regulations) of the Legislation Act, 2006 does not apply to the Corporation’s by-laws.
Chief executive officer
12. (1) Subject to the approval of the Minister, the board shall appoint a chief executive officer.
(2) The chief executive officer shall not be a member of the board.
(3) The chief executive officer shall be responsible for the management and operation of the Corporation, subject to the supervision and direction of the board.
(4) The Corporation shall pay such remuneration and benefits to the chief executive officer as is determined by the board, subject to the approval of the Minister.
Employees, etc.
13. (1) The Corporation may employ or otherwise engage persons as it considers necessary for the proper conduct of the Corporation’s business.
(2) The Corporation may enter into agreements with any minister of the Crown or chair of a Crown agency for the provision of services to the Corporation by employees of the Crown or employees of the Crown agency, as the case may be.
(3) The Corporation may provide its eligible employees with pension benefits under the Public Service Pension Plan if the Corporation is designated as an employer under the Public Service Pension Act.
(4) The Corporation shall pay such remuneration and benefits to employees of the Corporation as is determined by the board.
Immunity of employees and others
14. (1) No action or other civil proceeding shall be commenced against a current or former member of the board, a current or former officer or employee of the Corporation, a current or former member of the governing body of a subsidiary of the Corporation, a current or former officer or employee of such a subsidiary, or a person currently or formerly engaged by the Corporation or a subsidiary of the Corporation, for any act done in good faith in the exercise or performance or intended exercise or performance of a power or duty under this Act, the regulations or the Corporation’s or subsidiary’s by-laws, or for any neglect or default in the exercise or performance in good faith of such a power or duty.
(2) No action or other civil proceeding shall be commenced against the Crown, or against another Crown agency, for any act, neglect or default by a person mentioned in subsection (1) or for any act, neglect or default by the Corporation or by a subsidiary.
(3) Subsections (1) and (2) do not relieve the Corporation or a subsidiary of any liability to which it would otherwise be subject in respect of a cause of action arising from any act, neglect or default mentioned in subsection (1).
Revenue
15. (1) The Corporation’s revenues shall be deposited into accounts permitted by the Corporation’s by-laws and shall be applied solely for carrying out the Corporation’s objects.
(2) Despite Part I of the Financial Administration Act, the revenues and assets of the Corporation and its subsidiaries, if any, do not form part of the Consolidated Revenue Fund.
Fiscal year
16. (1) Subject to subsection (2), the Corporation’s fiscal year begins on April 1 in each year and ends on March 31 in the following year.
(2) The Corporation’s first fiscal year begins on the day this Regulation comes into force and ends on March 31, 2023.
Financial statements
17. (1) The Corporation shall prepare annual financial statements in accordance with generally accepted accounting principles.
(2) The Auditor General shall audit the Corporation’s financial statements.
Annual report
18. (1) The Corporation shall prepare an annual report, provide it to the Minister and make it available to the public.
(2) The annual report for a year shall be prepared and provided to the Minister no later than 90 days after the day the Corporation received the Auditor General’s report on the Corporation’s annual financial statements for that year.
(3) The Corporation shall comply with such directives as may be issued by the Management Board of Cabinet with respect to,
(a) the form and content of the annual report; and
(b) when and how to make it available to the public.
(4) The Corporation shall include such additional content in the annual report as the Minister may require.
Reports to Minister
19. (1) The Minister may require the Corporation or any of its subsidiaries to report, within the time and in the manner the Minister may specify, on any aspect of its affairs, or to provide information on its activities, operations and financial affairs as the Minister may request.
(2) The Minister may appoint one or more persons to review any of the activities or proposed activities of the Corporation or of any of its subsidiaries and to report on them to the Minister.
Directives
20. (1) The Minister may issue directives, in writing, to the board or to any subsidiary on matters relating to the exercise of its powers and the performance of its duties.
(2) The board shall ensure that the directives issued to the Corporation are implemented promptly and efficiently.
(3) The governing body of a subsidiary shall ensure that the directives issued to the subsidiary are implemented promptly and efficiently.
(4) A directive may be general or particular in its application.
(5) Part III (Regulations) of the Legislation Act, 2006 does not apply to the Minister’s directives.
Winding up
21. If the Lieutenant Governor in Council considers it to be in the public interest to wind up the affairs of the Corporation, the Lieutenant Governor in Council may do all things necessary to accomplish that, including dealing with the assets of the Corporation by,
(a) liquidating or selling the assets and paying the proceeds into the Consolidated Revenue Fund; or
(b) transferring the assets to the Crown or another agency of the Crown.
Education
22. The Corporation shall provide introductory education relating to intellectual property in Ontario at no charge.
Services for eligible clients
23. (1) The Corporation shall provide eligible clients, in accordance with section 27, with the following services:
1. Advice regarding the types of service providers they may wish to engage.
2. Information and advice regarding developments in the intellectual property market, including searches for previously registered intellectual property rights.
3. Identification of potential synergies between the client and interested third parties for the advancement and commercialization of intellectual property held by the client.
(2) The Corporation may charge a fee for the services referred to in subsection (1).
Financial supports for eligible clients
24. (1) The Corporation shall provide eligible clients, in accordance with section 27, with financial supports for the purpose of facilitating access to services for the protection and commercialization of intellectual property, as set out under subsection (2), in the manner determined by the board.
(2) The services referred to in subsection (1) are the following:
1. Services, other than litigation services, provided by a person licensed under the Law Society Act to practise law in Ontario as a barrister and solicitor.
2. Financial services.
3. Business strategy and marketing advisory services.
4. Services provided by an individual licensed as a patent agent or a trademark agent under the College of Patent Agents and Trademark Agents Act (Canada).
5. Services provided by an individual authorized to act as a patent agent or a trademark agent under the law of a country other than Canada and who is included in the Register of Patent Agents or the Register of Trademark Agents, as the case may be, maintained under the College of Patent Agents and Trademark Agents Act (Canada).
6. Any other services authorized by the Minister.
Availability of services
25. The Corporation shall ensure that the services it provides are available throughout Ontario, using such methods as the Corporation considers appropriate.
Additional services
26. The Corporation shall provide such other services as may be specified by the Minister.
27. (1) The board shall propose a by-law, in accordance with section 11, that establishes the criteria for determining whether a person or entity is eligible to receive,
(a) the services provided under sections 23 and 24; and
(b) any additional services provided under section 26.
(2) A person or entity who satisfies the criteria established in the by-law referred to in subsection (1) is eligible to receive the services provided under sections 23 and 24 and, if applicable, section 26.
(3) The criteria may be general or specific and may provide that different classes of persons or entities are eligible for different services.
Amendments to this Regulation
28. Paragraph 4 of section 8 of the Regulation is amended by striking out “Credit Unions and Caisses Populaires Act, 1994” at the end and substituting “Credit Unions and Caisses Populaires Act, 2020”.
Commencement
29. (1) Subject to subsection (2), this Regulation comes into force on the day it is filed.
(2) Section 28 comes into force on the later of the day section 291 of Schedule 7 (Credit Unions and Caisses Populaires Act, 2020) to the Protect, Support and Recover from COVID-19 Act (Budget Measures), 2020 comes into force and the day section 8 of this Regulation comes into force.