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Extra-Provincial Corporations Act

R.S.O. 1990, CHAPTER E.27

Historical version for the period June 29, 2001 to March 29, 2011.

Last amendment: 2001, c. 9, Sched. D, s. 6.

Definitions

1. (1) In this Act,

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

“court” means the Superior Court of Justice; (“tribunal”)

“Director” means the Director appointed under section 3; (“directeur”)

“endorse” includes imprinting a stamp, in accordance with section 5, on the face of an application sent to the Director; (“apposer”)

“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 Legislative Assembly; (“personne morale extraprovinciale”)

“Minister” means the Minister of Consumer and Business Services; (“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”).

“send” includes deliver or mail. (“envoyer”) R.S.O. 1990, c. E.27, s. 1 (1); 2001, c. 9, Sched. D, s. 6 (1, 2).

Carrying on business in Ontario

(2) For the purposes of this Act, an extra-provincial corporation carries on its business in Ontario if,

(a) it has a resident agent, representative, warehouse, office or place where it carries on its business in Ontario;

(b) it holds an interest, otherwise than by way of security, in real property situate in Ontario; or

(c) it otherwise carries on its business in Ontario. R.S.O. 1990, c. E.27, s. 1 (2).

Idem

(3) An extra-provincial corporation does not carry on its business in Ontario by reason only that,

(a) it takes orders for or buys or sells goods, wares and merchandise; or

(b) offers or sells services of any type,

by use of travellers or through advertising or correspondence. R.S.O. 1990, c. E.27, s. 1 (3).

Classes of extra-provincial corporations

2. (1) Extra-provincial corporations shall be classified into the following classes:

Class 1. Corporations incorporated or continued by or under the authority of an Act of a legislature of a province of Canada.

Class 2. Corporations incorporated or continued by or under the authority of an Act of the Parliament of Canada or of the legislature of a territory of Canada.

Class 3. Corporations incorporated or continued under the laws of a jurisdiction outside of Canada. R.S.O. 1990, c. E.27, s. 2 (1); 1999, c. 12, Sched. F, s. 25 (1).

Class 1

(2) Corporations incorporated under the laws of the Northwest Territories or of Nunavut but governed by the corporation laws of a province are corporations within Class 1. 1999, c. 12, Sched. F, s. 25 (2).

Director

3. There shall be a Director appointed by the Minister who shall perform such duties and have such powers as are assigned to him or her by this Act. R.S.O. 1990, c. E.27, s. 3.

Where licence not required

4. (1) Subject to this Act, the Corporations Information Act and any other Act, an extra-provincial corporation within class 1 or 2 may carry on any of its business in Ontario without obtaining a licence under this Act. R.S.O. 1990, c. E.27, s. 4 (1).

Carrying on business without licence prohibited

(2) No extra-provincial corporation within class 3 shall carry on any of its business in Ontario without a licence under this Act to do so, and no person acting as representative for or agent for any such extra-provincial corporation shall carry on any of its business in Ontario unless the corporation has a licence under this Act. R.S.O. 1990, c. E.27, s. 4 (2).

Application for licence, etc.

5. (1) An extra-provincial corporation may make an application for a licence, an amended licence or a termination of licence by sending to the Director two originals of the application signed by a director or officer of the corporation, all other required documents and the required fee. R.S.O. 1990, c. E.27, s. 5 (1); 1998, c. 18, Sched. E, s. 87.

Where Director endorses

(2) Where the Director receives an application in accordance with subsection (1) he or she may endorse on each original a licence, amended licence or a termination of the licence, setting out the day, month and year of endorsement and a corporation number and, where the Director so endorses, he or she shall,

(a) file one original of the application with the endorsement; and

(b) send to the corporation or its representative one original of the application with the endorsement thereon. R.S.O. 1990, c. E.27, s. 5 (2); 1994, c. 27, s. 82 (1).

Date of endorsement

(3) An endorsement under subsection (2) may be dated as of the date the Director receives the originals of any application together with all other required documents executed in accordance with this Act and the prescribed fees or as of any later date acceptable to the Director specified by the person who submitted the application. R.S.O. 1990, c. E.27, s. 5 (3).

When endorsement effective

(4) An endorsement under subsection (2) is effective on the date shown thereon although any action required to be taken by the Director under this Act with respect to the endorsement of the application and filing by the Director is taken at a later date. R.S.O. 1990, c. E.27, s. 5 (4).

Restrictions on licence

(5) The Director may make a licence or an amended licence subject to restrictions on the business of a corporation and to such other limitations or conditions as are specified in the licence or amended licence. R.S.O. 1990, c. E.27, s. 5 (5).

Where endorsement refused

6. (1) Where the Director refuses to endorse any application required by this Act to be endorsed by the Director before it becomes effective, he or she shall give written notice to the person who delivered the application of the refusal, specifying the reasons therefor. R.S.O. 1990, c. E.27, s. 6 (1).

Idem

(2) Where, within six months after an application referred to in subsection 5 (1) has been sent to the Director, the Director has not endorsed the application, the Director shall be deemed for the purposes of section 8 to have refused to endorse it. R.S.O. 1990, c. E.27, s. 6 (2).

Director may cancel licence

7. (1) Where sufficient cause is shown, the Director, after giving an extra-provincial corporation within class 3 an opportunity to be heard, may by order cancel the licence of the corporation upon such date as is fixed in the order. R.S.O. 1990, c. E.27, s. 7 (1).

Review by Director

(2) If no proceedings have been taken under section 8, the Director may at any time review an order made under subsection (1) and may affirm, revoke or vary any such order if in the Director’s opinion it is appropriate to do so. R.S.O. 1990, c. E.27, s. 7 (2).

Definition

(3) In this section,

“sufficient cause” includes,

(a) failure to pay any required fee,

(b) failure to comply with section 19,

(c) failure to comply with a filing requirement under the Corporations Information Act, and

(d) a conviction of the extra-provincial corporation for an offence under the Criminal Code (Canada) or an offence as defined in the Provincial Offences Act in circumstances where cancellation of the licence is in the public interest. R.S.O. 1990, c. E.27, s. 7 (3); 1994, c. 17, s. 44 (1); 1998, c. 18, Sched. E, s. 88.

Appeal

8. (1) A person aggrieved by a decision of the Director,

(a) to refuse to endorse an application;

(b) to make or refuse to make an order under section 11;

(c) to cancel a licence under section 7 or subsection 12 (2);

(d) to require that a corrected licence be endorsed under section 13; or

(e) to impose conditions on a licence or amended licence,

may appeal to the Divisional Court. R.S.O. 1990, c. E.27, s. 8 (1).

Certification by Director

(2) The Director shall certify to the Divisional Court,

(a) the decision of the Director together with a statement of the reasons therefor;

(b) the record of any hearing; and

(c) other material that is relevant to the appeal. R.S.O. 1990, c. E.27, s. 8 (2).

Director may be heard

(3) The Director is entitled to be heard by counsel or otherwise upon the argument of an appeal under this section. R.S.O. 1990, c. E.27, s. 8 (3).

Court order

(4) Where an appeal is taken under this section, the court may direct the Director to make such decision or do such other act that the Director is empowered to do under this Act, as the court thinks proper, having regard to the material and submissions before it. R.S.O. 1990, c. E.27, s. 8 (4).

Further orders by Director

(5) Despite an order of the court under subsection (4), the Director has power to make any further decision where he or she is presented with new material or where there is a material change in the circumstances and every such decision is subject to this section. R.S.O. 1990, c. E.27, s. 8 (5).

Use of other name

9. An extra-provincial corporation may, subject to its incorporating instrument, the Corporations Information Act and any other Act, use and identify itself in Ontario by a name other than its corporate name. 1999, c. 12, Sched. F, s. 26.

Where name, etc., likely to deceive

10. (1) Despite section 9 and subject to subsection (2), an extra-provincial corporation within class 1 or 3 shall not use or identify itself in Ontario by a name,

(a) that contains a word or expression prohibited by the regulations;

(b) that is the same as or, except where a number name is used, 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 its business or identifies itself,

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

(c) that does not meet the requirements prescribed by the regulations. R.S.O. 1990, c. E.27, s. 10 (1).

Exception

(2) An extra-provincial corporation within class 1 or 3 may use or identify itself in Ontario by a name described in clause (1) (b) upon compliance with such conditions as may be prescribed. R.S.O. 1990, c. E.27, s. 10 (2).

Filing material

(3) An extra-provincial corporation to which this section applies shall file with the Director such documents relating to the name or proposed name as may be prescribed. R.S.O. 1990, c. E.27, s. 10 (3).

Where contravention

11. (1) If an extra-provincial corporation within class 1 or 3, through inadvertence or otherwise, uses or identifies itself by a name contrary to section 10, the Director may, after giving the extra-provincial corporation an opportunity to be heard, order it to cease using the name in Ontario and, where the name is contained in a licence, the Director may order that the corporation apply for an amended licence under a different name within the time specified in the order. R.S.O. 1990, c. E.27, s. 11 (1).

Written hearing

(1.1) A hearing under subsection (1) shall be in writing in accordance with rules made by the Director under the Statutory Powers Procedures Act. 1998, c. 18, Sched. E, s. 89.

Director may apply for order under s. 14

(2) Where an extra-provincial corporation within class 1 fails to comply with an order made under subsection (1), the Director may apply to the court for an order under section 14. R.S.O. 1990, c. E.27, s. 11 (2).

Director may cancel licence

(3) Where an extra-provincial corporation within class 3 fails to apply for an amended licence pursuant to an order under subsection (1), the Director may cancel the licence. R.S.O. 1990, c. E.27, s. 11 (3).

Where change of name or jurisdiction

12. (1) An extra-provincial corporation within class 3 shall make application for an amended licence where,

(a) it has changed its name or has been ordered to change its name under section 11; or

(b) it has continued under the laws of another jurisdiction. R.S.O. 1990, c. E.27, s. 12 (1).

Where corporation ceases to carry on business

(2) Where an extra-provincial corporation within class 3 has not carried on any of its business in Ontario for any two consecutive years, the extra-provincial corporation shall make application for termination of its licence or, if it does not do so, the Director, upon giving the corporation an opportunity to be heard, may by order cancel the licence. R.S.O. 1990, c. E.27, s. 12 (2).

Where error in respect of licence

13. (1) Where a licence contains an error,

(a) the corporation shall, upon the request of the Director, return the licence; or

(b) the corporation may apply to the Director for a corrected licence and shall return the licence. R.S.O. 1990, c. E.27, s. 13 (1).

Endorsement of corrected licence

(2) After giving the corporation an opportunity to be heard, where the Director is of the opinion that it is appropriate to so do and is satisfied that such steps have been taken by the corporation as the Director required, the Director shall endorse a corrected licence. R.S.O. 1990, c. E.27, s. 13 (2).

Date on corrected licence

(3) A corrected licence endorsed under subsection (2) may bear the date of the licence it replaces. R.S.O. 1990, c. E.27, s. 13 (3).

(4) Repealed: 1994, c. 27, s. 82 (2).

Court order

14. (1) The Director may apply to the court for an order prohibiting an extra-provincial corporation within class 1 from carrying on its business in Ontario or such other order as the Director may think fit and, where sufficient cause exists, the court may make an order under subsection (2). R.S.O. 1990, c. E.27, s. 14 (1).

Idem

(2) Upon an application under this section, the court may make any interim or final order it thinks fit. R.S.O. 1990, c. E.27, s. 14 (2).

Definition

(3) In subsection (1),

“sufficient cause” includes,

(a) failure to comply with a filing requirement under the Corporations Information Act,

(b) a conviction of the extra-provincial corporation for an offence under the Criminal Code (Canada) or an offence as defined in the Provincial Offences Act, in circumstances where an order of prohibition is in the public interest, and

(c) failure to comply with an order made under section 11. R.S.O. 1990, c. E.27, s. 14 (3); 1994, c. 17, s. 44 (2).

Notice not deemed

15. No person is affected by or is deemed to have knowledge of the contents of a document concerning an extra-provincial corporation by reason only that the document has been filed with the Director. R.S.O. 1990, c. E.27, s. 15.

Certificate

16. The Director shall, on payment of the required fee, issue a certificate certifying,

(a) as to the endorsement or non-endorsement of a licence for any corporation;

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

(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 an officer or agent for service of the corporation named in the certificate. R.S.O. 1990, c. E.27, s. 16; 1998, c. 18, Sched. E, s. 90.

Delegation by Director

17. (1) The Director may delegate in writing any of the Director’s duties or powers under this Act to any public servant in the Ministry. R.S.O. 1990, c. E.27, s. 17 (1).

Signing

(2) Where this Act requires or authorizes the Director to endorse a licence or to certify any fact, the licence or certificate shall be signed by the Director or any other person designated for the purpose by the regulations. R.S.O. 1990, c. E.27, s. 17 (2).

Evidence

(3) A licence or certificate referred to in subsection (2) or a certified copy thereof when introduced as evidence in any civil, criminal or administrative action or proceeding is proof, in the absence of evidence to the contrary, of the facts so certified without personal appearance to prove the signature or official position of the person appearing to have signed the endorsed licence or certificate. R.S.O. 1990, c. E.27, s. 17 (3).

Reproducing signature

(4) For the purposes of subsections (2) and (3), any signature authorized under this section may be printed or otherwise mechanically reproduced. R.S.O. 1990, c. E.27, s. 17 (4).

Verification by affidavit

18. (1) The Director may require any fact relevant to the performance of his or her duties under this Act or the regulations to be verified by affidavit or otherwise. R.S.O. 1990, c. E.27, s. 18 (1).

Evidence under oath

(2) For the purpose of holding a hearing under this Act, the Director may administer oaths to witnesses and require them to give evidence under oath. R.S.O. 1990, c. E.27, s. 18 (2).

Agent for service

19. (1) Every extra-provincial corporation within class 3 that carries on its business in Ontario shall ensure the continuing appointment, at all times, of an individual, of the age of eighteen years or older, who is resident in Ontario or a corporation having its head office or registered office in Ontario as its agent for service in Ontario on whom service of process, notices or other proceedings may be made and service on the agent shall be deemed to be service on the corporation. R.S.O. 1990, c. E.27, s. 19 (1).

Appointment form

(2) The appointment shall be in the prescribed form and shall accompany the application for a licence. R.S.O. 1990, c. E.27, s. 19 (2).

Revised appointment

(3) Where the name, address or any other particular set out in the appointment of an agent changes or where an agent is substituted, the extra-provincial corporation shall forthwith file a revised appointment in the prescribed form with the Director. R.S.O. 1990, c. E.27, s. 19 (3).

Delivery of notices

(4) A notice or other document that is required or permitted by this Act to be sent by the Director may be sent by ordinary mail or 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. 82 (3).

Same

(5) A notice or other document referred to in subsection (4) 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 notice or other document has been sent. 1994, c. 27, s. 82 (3).

Deemed delivery

(6) A notice or other document sent by mail by the Director to an agent or extra-provincial corporation and addressed as provided in subsection (7) shall be deemed to have been received on the earlier of,

(a) the day the agent or corporation actually receives it; or

(b) the fifth day after the day it is mailed. 1994, c. 27, s. 82 (3).

Same

(7) Subsection (6) applies if the notice or document is addressed,

(a) to the agent referred to in subsection (1) at the agent’s latest address shown on the records of the Director; or

(b) to the head or registered office of the extra-provincial corporation at the latest address shown on the records of the Director. 1994, c. 27, s. 82 (3).

Same

(8) A notice or other document sent by the Director by a method referred to in subsection (5) 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 Director. 1994, c. 27, s. 82 (3).

Penalty

20. (1) Every person who, without reasonable cause,

(a) contravenes this Act or the regulations;

(b) contravenes a condition of a licence; or

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

is 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. E.27, s. 20 (1).

Idem

(2) Where an extra-provincial corporation is guilty of an offence under subsection (1), every director or officer of the corporation and every person acting as its 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. E.27, s. 20 (2).

Ability to maintain action

21. (1) An extra-provincial corporation within class 3 that is not in compliance with section 19 or has not obtained a licence when required by this Act, is not capable of maintaining any action or any other proceeding in any court or tribunal in Ontario in respect of any contract made by it. R.S.O. 1990, c. E.27, s. 21 (1).

Correcting default

(2) Where a default referred to in subsection (1) has been corrected, an action or other proceeding may be maintained as if the default had been corrected before the institution of the action or other proceeding. R.S.O. 1990, c. E.27, s. 21 (2).

Power to hold land

22. Every corporation,

(a) within class 1 or 2;

(b) within class 3 that has a licence under this Act; or

(c) that is exempt from the licensing requirement under this Act,

has power to acquire, hold and convey any land or interest therein in Ontario necessary for its actual use and occupation or for carrying on its undertaking. R.S.O. 1990, c. E.27, s. 22.

Effect of licence under previous Act

23. (1) Where a licence has been issued to an extra-provincial corporation within class 3 under Part VIII of the Corporations Act, being chapter 95 of the Revised Statutes of Ontario, 1980, or a predecessor thereof,

(a) the licence remains in effect and shall be deemed to have been endorsed under this Act;

(b) the powers of the extra-provincial corporation shall be deemed to be restricted as set out in the existing licence; and

(c) the attorney for service previously appointed continues in office and the provisions of this Act with respect to agents for service apply. R.S.O. 1990, c. E.27, s. 23 (1).

Licences cancelled

(2) All extra-provincial licences issued under Part VIII of the Corporations Act, being chapter 95 of the Revised Statutes of Ontario, 1980, or a predecessor thereof except licences referred to in subsection (1) are cancelled on the 1st day of March, 1985. R.S.O. 1990, c. E.27, s. 23 (2).

Same, exempt corporation

(3) The Director may cancel a licence issued under this Act or a predecessor of it to an extra-provincial corporation that is not required to have a licence under this Act. 2001, c. 9, Sched. D, s. 6 (3).

References in other Acts

24. (1) In any other Act, unless the context otherwise requires,

(a) a reference to an extra-provincial corporation is deemed to be a reference to an extra-provincial corporation under this Act; and

(b) a reference to an extra-provincial corporation that is licensed or required to be licensed under Part VIII of the Corporations Act, being chapter 95 of the Revised Statutes of Ontario, 1980, means an extra-provincial corporation within class 1 or 3. R.S.O. 1990, c. E.27, s. 24 (1).

Where corporation deemed to have licence

(2) Where a corporation within class 1 or 2 would enjoy an exemption or a benefit under another Act if it had an extra-provincial licence, the corporation shall be deemed to have a licence for the purpose of the other Act. R.S.O. 1990, c. E.27, s. 24 (2).

Powers of Minister

24.1 (1) The Minister may make regulations,

(a) prescribing forms for use under this Act and providing for their use;

(b) prescribing the form and content of any documents to be filed under this Act. 1998, c. 18, Sched. E, s. 91.

Fees

(2) 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. 91.

Regulations

25. The Lieutenant Governor in Council may make regulations respecting any matter he or she considers necessary for the purposes of this Act, including, without limiting the generality of the foregoing, regulations,

(a) Repealed: 1998, c. 18, Sched. E, s. 92 (1).

(b) Repealed: 1998, c. 18, Sched. E, s. 92 (1).

(c) designating officers of the Ministry for the purposes of endorsing licences and issuing certificates as to any fact or certifying true copies of documents required or authorized under this Act;

(d) respecting names of extra-provincial corporations or classes thereof;

(e) prohibiting the use of any words or expressions in a corporate name;

(f) defining any word or expression used in clause 10 (1) (b);

(g) prescribing requirements for the purposes of clause 10 (1) (c);

(h) prescribing conditions for the purposes of subsection 10 (2);

(i) prescribing the documents relating to names to be filed with the Director under subsection 10 (3);

(j) respecting the evidence required upon the application for a licence under this Act including evidence as to the incorporation of the extra-provincial corporation, its powers, objects and existence as a valid and subsisting corporation;

(k) respecting the appointment and continuance by extra-provincial corporations of an agent for service on whom service or process notices or other proceedings may be made and the powers to be conferred on such agent;

(l) prescribing the conditions and limitations that may be specified in licences;

(m) prescribing classes of extra-provincial corporations and exempting any class of extra-provincial corporation from all or any part of the provisions of this Act upon such terms and conditions, if any, as may be prescribed;

(n) prescribing any matter required by this Act to be prescribed. R.S.O. 1990, c. E.27, s. 25; 1998, c. 18, Sched. E, s. 92 (1).

Note: Regulations made under clause (a), as that clause read immediately before March 1, 1999, continue until the Minister makes an order under subsection 24.1 (2), as enacted by the Statutes of Ontario, 1998, chapter 18, Schedule E, section 91, that is inconsistent with those regulations. See: 1998, c. 18, Sched. E, s. 92 (2).

Note: The Lieutenant Governor in Council may by regulation revoke regulations made under clause (a), as that clause read immediately before March 1, 1999, if the Minister makes an order under subsection 24.1 (2), as enacted by the Statutes of Ontario, 1998, chapter 18, Schedule E, section 91, that is inconsistent with those regulations. See: 1998, c. 18, Sched. E, s. 92 (3).

Note: The Lieutenant Governor in Council may by regulation revoke regulations made under clause (b), as that clause read immediately before March 1, 1999, if the Minister makes a regulation under subsection 24.1 (1), as enacted by the Statutes of Ontario, 1998, chapter 18, Schedule E, section 91, that is inconsistent with those regulations. See: 1998, c. 18, Sched. E, s. 92 (4).

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