Ontario Business Corporations Act
Part XII Auditors and Financial Statements
Section 149

Auditors

(1) The shareholders of a corporation at their first annual or special meeting shall appoint one or more auditors 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 or appointments. Note: On July 5, 2021, the day named by proclamation of the Lieutenant Governor, subsection 149 (1) of the Act is amended by striking out “at their first annual or special meeting shall appoint” and substituting “at their first annual or special meeting shall, by ordinary resolution, appoint”. (See: 2020, c. 34, Sched. 1, s. 7 (1))

Idem

(2) The shareholders shall at each annual meeting appoint one or more auditors 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.

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.

Removal Of Auditor

(4) The shareholders may, except where the auditor has been appointed by order of the court under subsection (8), by resolution passed by a majority of the votes cast at a special meeting duly called for the purpose, 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 a replacement for the remainder of the auditor’s term. Note: On July 5, 2021, the day named by proclamation of the Lieutenant Governor, subsection 149 (4) of the Act is repealed and the following substituted: (See: 2020, c. 34, Sched. 1, s. 7 (2))

Removal Of Auditor

(4) The shareholders may, except where the auditor has been appointed by order of the court under subsection (8), by ordinary resolution passed at a special meeting duly called for the purpose, remove an auditor before the expiration of the auditor’s term of office, and shall, by ordinary resolution passed at that meeting, appoint a replacement for the remainder of the auditor’s term. 2020, c. 34, Sched. 1, s. 7 (2).

Notice To Auditor

(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.

Right Of Auditor To Make Representations

(6) An auditor 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 auditor’s proposed removal as auditor;

(b) the appointment or election of another person to fill the office of auditor; or

(c) the auditor’s resignation as auditor,

and the corporation, at its expense, shall forward with the notice of the meeting a copy of such representations to each shareholders entitled to receive notice of the meeting.

Remuneration

(7) The remuneration of an auditor 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. Note: On July 5, 2021, the day named by proclamation of the Lieutenant Governor, subsection 149 (7) of the Act is amended by striking out “shall be fixed by the shareholders” and substituting “shall be fixed by ordinary resolution of the shareholders”. (See: 2020, c. 34, Sched. 1, s. 7 (3))

Appointment By Court

(8) If a corporation does not have an auditor, the court may, upon the application of a shareholder or the Director, appoint and fix the remuneration of an auditor to hold office until an auditor is appointed by the shareholders.

Note: On a day to be named by proclamation of the Lieutenant Governor, subsection 149 (8) of the Act is amended by striking out “or the Director”. (See: 2017, c. 20, Sched. 6, s. 12)

Notice Of Appointment

(9) The corporation shall give notice in writing to an auditor of the auditor’s appointment forthwith after the appointment is made.

Section Amendments with date in force (d/m/y)