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Corporations Information Act

R.S.O. 1990, CHAPTER C.39

Consolidation Period: From December 30, 2011 to the e-Laws currency date.

Last amendment: 2011, c. 1, Sched. 5, s. 3.

CONTENTS

1.

Definitions

2.

Initial return

3.

Initial return, extra-provincial corporation

3.1

Annual return

4.

Notice of change

5.

Verification

6.

Special filing

7.

Further return or notice

7.1

Delivery of notices, etc.

8.

Record

9.

Form of records

10.

Examination by public

11.

Information required by Minister

12.

Delegation by Minister

13.

Offence

14.

General offence

15.

Consent to prosecute

16.

Order for compliance

17.

Late filing fee

18.

Ability to sue

19.

Certificate of Minister

20.

Execution of certificate of Minister

21.

Duty of Minister

21.1

Powers of Minister

21.2

Corporations information agreement

21.3

Director’s regulations

22.

Regulations

Definitions

1. In this Act,

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

“corporation” means any corporation with or without share capital wherever or however incorporated and includes an extra-provincial corporation; (“personne morale”)

“court” means the Superior Court of Justice presided over by a judge designated by the Chief Justice of Ontario to hear applications under this Act; (“tribunal”)

“extra-provincial corporation” means a corporation, with or without share capital, incorporated or continued otherwise than by or under the authority of an Act of the Legislature; (“personne morale extraprovinciale”)

“Minister” means the Minister of Government Services or such other member of the Executive Council to whom the administration of this Act may be assigned; (“ministre”)

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

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

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

“resident Canadian” means an individual who is a Canadian citizen or has been lawfully admitted to Canada for permanent residence and who is ordinarily resident in Canada. (“résident canadien”) R.S.O. 1990, c. C.39, s. 1; 1994, c. 27, s. 79 (1); 2001, c. 9, Sched. D, ss. 13, 14; 2007, c. 11, Sched. B, s. 1 (1).

Initial return

2. (1) Every corporation other than an extra-provincial corporation or a corporation of a class exempted by the regulations shall file with the Minister an initial return setting out the prescribed information as of the date of filing. R.S.O. 1990, c. C.39, s. 2 (1); 1994, c. 17, s. 33.

Idem

(2) The initial return shall be filed within sixty days after the date of incorporation, amalgamation or continuation of the corporation. R.S.O. 1990, c. C.39, s. 2 (2); 1994, c. 17, s. 33.

Initial return, extra-provincial corporation

3. (1) Every extra-provincial corporation, other than a corporation of a class exempted by the regulations, that begins to carry on business in Ontario shall file with the Minister an initial return setting out the prescribed information as of the date of filing. R.S.O. 1990, c. C.39, s. 3 (1); 1994, c. 17, s. 34.

Idem

(2) The initial return shall be filed within sixty days after the date the corporation begins to carry on business in Ontario. R.S.O. 1990, c. C.39, s. 3 (2); 1994, c. 17, s. 34.

Annual return

3.1 (1) Every corporation, other than a corporation of a class exempted by the regulations, shall file a return each year with the Minister in accordance with the regulations, by delivering it to the prescribed person or entity in the prescribed manner and within the prescribed time. 2007, c. 11, Sched. B, s. 1 (2).

Receipt

(2) If the person or entity prescribed for the purposes of subsection (1) is not the Minister, the person or entity shall receive the return on behalf of the Minister. 2007, c. 11, Sched. B, s. 1 (2).

Exception

(3) If the person or entity prescribed for the purposes of subsection (1) is not the Minister, a corporation that delivers the return to the Minister shall be deemed to comply with the requirement in subsection (1) to deliver the return to the prescribed person or entity, if the prescribed circumstances exist and the prescribed requirements are met. 2007, c. 11, Sched. B, s. 1 (2).

Contents

(4) The return must set out the prescribed information as of the prescribed date. 2007, c. 11, Sched. B, s. 1 (2).

Form

(5) The return must be in a form approved by the Minister. 2007, c. 11, Sched. B, s. 1 (2).

Incomplete return

(6) The Minister may accept a return from a corporation for filing even if the return does not comply with the information requirements of subsection (4), but the corporation shall not be considered to have complied with this section until it has satisfied all of the requirements of this section. 2007, c. 11, Sched. B, s. 1 (2).

Notice of change

4. (1) Every corporation shall file with the Minister a notice of change for every change in the information filed under this Act, within 15 days after the day the change takes place. 2007, c. 11, Sched. B, s. 1 (3).

Same

(2) The notice of change shall set out the prescribed information and shall specify any changes that have taken place and the dates of the changes. 2007, c. 11, Sched. B, s. 1 (3).

Exception

(3) It is not necessary to file a notice of change in respect of a director’s retirement and subsequent re-election for the next term of office. 2007, c. 11, Sched. B, s. 1 (3).

Same

(4) A corporation incorporated under the laws of Ontario that changes only its name does not need to file a notice of change. 2007, c. 11, Sched. B, s. 1 (3).

Verification

5. (1) Every return filed under subsection 2 (1) or 3 (1) or section 3.1 and every notice filed under subsection 4 (1) or (2) shall be verified by the certificate of an officer or director of the corporation or other individual having knowledge of the affairs of the corporation. 1994, c. 17, s. 37; 1995, c. 3, s. 3 (1).

Record and examination

(2) A corporation shall maintain an up-to-date paper or electronic record of the prescribed information set out in returns and notices that it has filed under this Act and make the record available for examination by any shareholder, member, director, officer or creditor of the corporation during its normal business hours at its registered office or principal place of business in Ontario. 1995, c. 3, s. 3 (2).

Idem

(3) A person examining a document under subsection (2) may make copies of or take extracts from it. R.S.O. 1990, c. C.39, s. 5 (3).

Special filing

6. (1) The Minister may at any time by written notice require any corporation other than a corporation of a class exempted by the regulations to make a special filing for the purposes of establishing or maintaining an electronic record database under section 9. R.S.O. 1990, c. C.39, s. 6 (1).

Idem

(2) Upon receipt of the notice, a corporation shall make the special filing in the prescribed form and manner within the prescribed time. R.S.O. 1990, c. C.39, s. 6 (2).

Idem

(3) The special filing shall contain the information required by subsection 2 (1) or 3 (1), whichever is applicable. R.S.O. 1990, c. C.39, s. 6 (3).

Further return or notice

7. The Minister may, at any time by request in writing sent by prepaid mail or otherwise, require any corporation to file within 30 days after the date of the request a return or notice for any or all of the matters contained in section 2, 3, 3.1, 4 or 6. 1994, c. 17, s. 38.

Delivery of notices, etc.

7.1 (1) A notice or other document that is required or permitted by this Act to be sent by the Minister may be sent by ordinary mail or by any other method, including registered mail, certified mail or prepaid courier, if there is a record by the person who has delivered it that the notice or document has been sent. 1994, c. 27, s. 79 (2).

Same

(2) A notice or other document referred to in subsection (1) may be sent by telephone transmission of a facsimile of the notice or other document or by another form of electronic transmission where there is a record that the request has been sent. 1994, c. 27, s. 79 (2).

Deemed delivery

(3) A notice or other document sent by mail under subsection (1) shall be deemed to be received by the intended recipient on the earlier of,

(a) the day the intended recipient actually receives it; or

(b) the fifth business day after the day it is mailed. 1994, c. 27, s. 79 (2).

Same

(4) A notice or other document sent by a method referred to in subsection (2) shall be deemed to be received by the intended recipient on the earlier of,

(a) the day the intended recipient actually receives it; or

(b) the first business day after the day the transmission is sent by the Minister. 1994, c. 27, s. 79 (2).

7.2 Repealed: 2004, c. 19, s. 11 (3).

Record

8. (1) The Minister shall enter into a record the information from every return and notice received under this Act. 1995, c. 3, s. 4.

Effective date

(2) The effective date of filing for every notice and return received under this Act shall be the date determined under the regulations. 2007, c. 11, Sched. B, s. 1 (4).

Form of records

9. (1) Records required by this Act to be prepared and maintained by the Minister may be in bound or loose-leaf or electronic form or in a 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. C.39, s. 9 (1); 1994, c. 27, s. 79 (3).

Idem

(2) If records maintained by the Minister are prepared and maintained otherwise than in written form, the Minister shall furnish any copy required to be furnished under subsection 10 (2) in an intelligible written or other form. R.S.O. 1990, c. C.39, s. 9 (2); 1994, c. 27, s. 79 (4).

Idem

(3) A report reproduced from records prepared and maintained otherwise than in written form that purports to be certified by the Minister is, without proof of the Minister’s office or signature, admissible in evidence. R.S.O. 1990, c. C.39, s. 9 (3); 1994, c. 27, s. 79 (5).

Copies

(4) The Minister is not required to produce the original of a document if a copy is furnished in compliance with subsection (2). R.S.O. 1990, c. C.39, s. 9 (4).

Idem

(5) For the purposes of this section, a document is a copy of an original if it contains all the information contained in the original. R.S.O. 1990, c. C.39, s. 9 (5).

Examination by public

10. (1) On payment of the required fee, any person is entitled to examine the record of any document filed under section 2, 3, 3.1, 4, 6 or 7 or any predecessor of those sections, and to make extracts from it. 1998, c. 18, Sched. E, s. 83. 

Copies

(2) On payment of the required fee, the Minister shall furnish any person with a certified copy of the contents of any document filed under section 2, 3, 3.1, 4, 6 or 7 or any predecessor of those sections. 1998, c. 18, Sched. E, s. 83. 

Information required by Minister

11. (1) The Minister may at any time by notice in writing, given by prepaid mail or otherwise, require any corporation to file within the time specified in the notice a return upon any subject connected with its affairs and relevant to the administration or enforcement of this Act, the Business Corporations Act, the Corporations Act or the Co-operative Corporations Act. R.S.O. 1990, c. C.39, s. 11 (1).

Confidentiality

(2) The Minister or any employee of the Ministry shall not disclose any information contained in a return made under subsection (1) except where the disclosure is necessary for the administration or enforcement of this Act, the Business Corporations Act, the Corporations Act or the Co-operative Corporations Act or where disclosure is required by a court for the purposes of any proceeding. R.S.O. 1990, c. C.39, s. 11 (2).

Delegation by Minister

12. The Minister may delegate in writing any of his or her duties or powers under this Act to any public servant employed under Part III of the Public Service of Ontario Act, 2006. R.S.O. 1990, c. C.39, s. 12; 2011, c. 1, Sched. 5, s. 3 (1).

Offence

13. (1) Every person who makes a statement in any document, material, evidence or information submitted or required by or for the purposes of this Act that, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact or that omits to state any material fact, the omission of which makes the statement false or misleading, is guilty of an offence and on conviction is liable to a fine of not more than $2,000 or to imprisonment for a term of not more than one year, or to both, or, if such person is a corporation, to a fine of not more than $25,000. R.S.O. 1990, c. C.39, s. 13 (1).

Knowledge as element of offence

(2) No person is guilty of an offence under subsection (1) if the person did not know the statement was false or misleading and, in the exercise of reasonable diligence, could not have known that the statement was false or misleading. R.S.O. 1990, c. C.39, s. 13 (2).

Responsibility of directors and officers

(3) Where a corporation is guilty of an offence under subsection (1), every director or officer of such corporation who authorized, permitted or acquiesced in such offence is also guilty of an offence and, on conviction, is liable to a fine of not more than $2,000 or to imprisonment for a term of not more than one year, or to both. R.S.O. 1990, c. C.39, s. 13 (3).

General offence

14. (1) Every person who,

(a) contravenes this Act or the regulations; or

(b) fails to observe or comply with an order, direction, or other requirement made under this Act or the regulations,

is, except where such conduct constitutes an offence under section 13, guilty of an offence and on conviction is liable to a fine of not more than $2,000 or, if such person is a corporation, to a fine of not more than $25,000. R.S.O. 1990, c. C.39, s. 14 (1).

Responsibility of directors and officers

(2) Where a corporation is guilty of an offence under subsection (1), every director or officer of the corporation, and, where the corporation is an extra-provincial corporation, every person acting as his or her representative in Ontario, who authorized, permitted or acquiesced in such offence is also guilty of an offence and on conviction is liable to a fine of not more than $2,000. R.S.O. 1990, c. C.39, s. 14 (2).

Consent to prosecute

15. (1) No proceeding under section 13 or 14 shall be commenced except with the consent of or under the direction of the Minister. R.S.O. 1990, c. C.39, s. 15 (1).

Limitation

(2) No proceeding under section 13 or 14 shall be commenced more than two years after the facts upon which the proceeding is based first came to the knowledge of the Minister as certified by him or her. R.S.O. 1990, c. C.39, s. 15 (2).

Order for compliance

16. Where it appears to the Minister or to any shareholder, member, creditor, director or officer of the corporation that the corporation has not complied with any provision of this Act or the regulations or any order, direction or other requirement made under this Act or the regulations, despite the imposition of any penalty in respect of such non-compliance and in addition to any other rights he or she may have, he or she may apply to the court for an order directing the corporation or any director or officer or employee, as the case may be, to comply with such provision, order, direction or other requirement or for an order restraining such person from contravening such provision, order, direction or requirement and upon such application the court may make such order, or such other order as the court thinks fit. R.S.O. 1990, c. C.39, s. 16.

Late filing fee

17. A corporation that files a return or notice after the time set out in this Act or the regulations shall pay the prescribed late filing fee. R.S.O. 1990, c. C.39, s. 17; 1994, c. 17, s. 40.

Ability to sue

18. (1) A corporation that is in default of a requirement under this Act to file a return or notice or that has unpaid fees or penalties is not capable of maintaining a proceeding in a court in Ontario in respect of the business carried on by the corporation except with leave of the court. R.S.O. 1990, c. C.39, s. 18 (1); 1994, c. 17, s. 41 (1).

Idem

(2) The court shall grant leave if the court is satisfied that,

(a) the failure to file the return or notice or pay the fees or penalties was inadvertent;

(b) there is no evidence that the public has been deceived or misled; and

(c) at the time of the application to the court, the corporation has filed all returns and notices required by this Act and has no unpaid fees or penalties. R.S.O. 1990, c. C.39, s. 18 (2); 1994, c. 17, s. 41 (2, 3).

Contracts valid

(3) No contract is void or voidable by reason only that it was entered into by a corporation that was in contravention of this Act or the regulations at the time the contract was made. R.S.O. 1990, c. C.39, s. 18 (3).

Certificate of Minister

19. The Minister may issue a certificate certifying,

(a) as to the filing or non-filing of any document or material required or permitted to be filed under this Act;

(b) as to the time when the facts upon which proceedings are based first came to the knowledge of the Minister;

(c) that a person named in the certificate on the date or during the period specified in the certificate is shown on the records of the Ministry as a director, officer, manager or attorney for service of the corporation named in the certificate;

(d) that information set out in the certificate has been filed under this Act and is contained in the records of the Ministry; or

(e) information relating to the corporation based on the records of the Ministry. R.S.O. 1990, c. C.39, s. 19; 2004, c. 19, s. 11 (4).

Execution of certificate of Minister

20. (1) Where this Act requires or authorizes the Minister to issue a certificate or certify any fact, the certificate shall be issued under the seal of the Minister and shall be signed by him or her or by such officer of the Ministry as is designated by the regulations. R.S.O. 1990, c. C.39, s. 20 (1).

Certificates as evidence

(2) Any certificate purporting to be under the seal of the Minister and signed by a person authorized by or under subsection (1), or any certified copy, shall be received in evidence in any prosecution or other proceeding as proof, in the absence of evidence to the contrary, of the facts so certified without personal appearance to prove the seal, the signature or the official position of the person appearing to have signed the certificate. R.S.O. 1990, c. C.39, s. 20 (2).

Duty of Minister

21. The Minister may accept the information contained in any return or notice filed under this Act without making any inquiry as to its completeness or accuracy. R.S.O. 1990, c. C.39, s. 21; 1994, c. 17, s. 42.

Powers of Minister

Minister’s regulations

21.1 (0.1) The Minister may make regulations,

(a) respecting the form, period of retention and destruction of any document required to be filed under this Act or a predecessor of this Act;

(b) prescribing the manner in which special filings under section 6 shall be made;

(c) prescribing the time within which special filings under section 6 shall be made;

(d) prescribing alternative methods of filing documents under this Act and governing the filing of documents by each method, including the manner of acceptance of documents and the determination of the date of receipt;

(e) for the purpose of subsection 8 (2), governing the effective date of filing for every notice and return received under this Act;

(f) designating officers of the Ministry who may sign certificates for the purposes of section 20. 2011, c. 1, Sched. 5, s. 3 (2).

Fees

(1) The Minister may by order require the payment of fees for search reports and copies of documents and information, or other services under this Act and may approve the amount of those fees. 1998, c. 18, Sched. E, s. 84.

Corporations information agreement

21.2 (1) The Minister may enter into an agreement with a prescribed person or entity, providing for the person or entity to receive returns required to be filed under section 3.1 and to transmit the information in every return to the Minister for the purposes of recording under section 8, in accordance with the terms and conditions of the agreement. 2007, c. 11, Sched. B, s. 1 (5).

Supplemental agreements authorized

(2) The Minister may enter into one or more agreements amending an agreement entered into under this section. 2007, c. 11, Sched. B, s. 1 (5).

Payment of fees under agreement

(3) All fees and other amounts payable by Ontario pursuant to an agreement entered into under this section are a charge upon and payable out of the Consolidated Revenue Fund. 2007, c. 11, Sched. B, s. 1 (5).

Director’s regulations

21.3 The Director appointed under section 278 of the Business Corporations Act may make regulations prescribing forms and providing for their use. 2011, c. 1, Sched. 5, s. 3 (3).

Regulations

22. (1) The Lieutenant Governor in Council may make regulations,

(a) exempting any class or classes of corporations from filing returns or notices under section 2, 3, 3.1 or 6;

(b) Repealed: 1998, c. 18, Sched. E, s. 85 (1).

(c), (d) Repealed: 2011, c. 1, Sched. 5, s. 3 (4).

(e) prescribing the information required by subsections 2 (1) and 3 (1) and section 3.1;

(f) Repealed: 1998, c. 18, Sched. E, s. 85 (3).

(g)-(i) Repealed: 2011, c. 1, Sched. 5, s. 3 (4).

(i.1), (i.2) Repealed: 2004, c. 19, s. 11 (6).

(i.3) Repealed: 2011, c. 1, Sched. 5, s. 3 (4).

(j) prescribing anything referred to in this Act as prescribed for which a specific power is not otherwise provided. R.S.O. 1990, c. C.39, s. 22; 1994, c. 17, s. 43; 1994, c. 27, s. 79 (6); 1998, c. 18, Sched. E, s. 85 (1-3); 2004, c. 19, s. 11 (5, 6); 2007, c. 11, Sched. B, s. 1 (6); 2011, c. 1, Sched. 5, s. 3 (4, 5).

Note: Regulations made under clause (b) or (f), as those clauses read immediately before the Statutes of Ontario, 1998, chapter 18, Schedule E, subsections 85 (1) and (3) come into force, continue until the Minister makes an order under section 21.1, as enacted by the Statutes of Ontario, 1998, chapter 18, Schedule E, section 84, that is inconsistent with those regulations. See: 1998, c. 18, Sched. E, s. 85 (4).

Note: The Lieutenant Governor in Council may by regulation revoke regulations made under clause (b) or (f), as those clauses read immediately before the Statutes of Ontario, 1998, chapter 18, Schedule E, subsections 85 (1) and (3) come into force, if the Minister makes an order under section 21.1, as enacted by the Statutes of Ontario, 1998, chapter 18, Schedule E, section 84, that is inconsistent with those regulations. See: 1998, c. 18, Sched. E, s. 85 (5).

General or particular

(2) A regulation made under subsection (1) that applies for the purposes of section 3.1 may be general or particular and may contain different rules, requirements and provisions for different classes of corporations. 2007, c. 11, Sched. B, s. 1 (7).

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