Ontario Business Corporations Act
Part XII Auditors and Financial Statements
Section 154

Information To Be Laid Before Annual Meeting

(1) The directors shall place before each annual meeting of shareholders,

(a) in the case of a corporation that is not an offering corporation, financial statements for the period that began on the date the corporation came into existence and ended not more than six months before the annual meeting or, if the corporation has completed a financial year, the period that began immediately after the end of the last completed financial year and ended not more than six months before the annual meeting;

(b) in the case of a corporation that is an offering corporation, the financial statements required to be filed under the Securities Act and the regulations thereunder relating separately to,

(i) the period that began on the date the corporation came into existence and ended not more than six months before the annual meeting or, if the corporation has completed a financial year, the period that began immediately after the end of the last completed financial year and ended not more than six months before the annual meeting, and

(ii) the immediately preceding financial year, if any;

(c) the report of the auditor, if any, to the shareholders; and

(d) any further information respecting the financial position of the corporation and the results of its operations required by the articles, the by-laws or any unanimous shareholder agreement.

Auditor’S Report

(2) Except as provided in subsection 104 (1), the report of the auditor to the shareholders shall be open to inspection at the annual meeting by any shareholder.

Copy Of Documents To Shareholders, Offering Corporations

(3) Not less than 21 days before each annual meeting of shareholders or before the signing of a resolution under clause 104 (1) (b) in lieu of the annual meeting, an offering corporation shall send a copy of the documents referred to in this section to all shareholders who have informed the corporation that they wish to receive a copy of those documents. 2006, c. 34, Sched. B, s. 30.

Non-Offering Corporations

(4) Not less than 10 days before each annual meeting of shareholders or before the signing of a resolution under clause 104 (1) (b) in lieu of the annual meeting, a corporation that is not an offering corporation shall send a copy of the documents referred to in this section to all shareholders other than those who have informed the corporation in writing that they do not wish to receive a copy of those documents. 2006, c. 34, Sched. B, s. 30.

Note: On July 5, 2021, the day named by proclamation of the Lieutenant Governor, subsection 154 (4) of the Act is amended by striking out “clause 104 (1) (b) in lieu of the annual meeting” and substituting “clause 104 (1) (b) or subclause 104 (1) (c) (ii) in lieu of the annual meeting”. (See: 2020, c. 34, Sched. 1, s. 8)

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

SCHEDULE

Shareholders’ Meetings, Time Extension and Means of Meeting

5 The operation of subsection 154 (1) of the Act is temporarily suspended and the following replacement provision is in effect during the temporary suspension period only:

Information to be laid before annual meeting

(1) For an annual meeting of shareholders held on a date that is in the period that begins on March 17, 2020 and ends on the 120th day after the day the declared emergency is terminated, the directors shall place before the meeting,

(a) in the case of a corporation that is not an offering corporation, financial statements for the period that began on the date the corporation came into existence and ended before the annual meeting or, if the corporation has completed a financial year, the period that began immediately after the end of the last completed financial year and ended before the annual meeting;

(b) in the case of a corporation that is an offering corporation, the financial statements required to be filed under the Securities Act and the regulations thereunder relating separately to,

(i) the period that began on the date the corporation came into existence and ended before the annual meeting or, if the corporation has completed a financial year, the period that began immediately after the end of the last completed financial year and ended before the annual meeting, and

(ii) the immediately preceding financial year, if any;

(c) the report of the auditor, if any, to the shareholders; and

(d) any further information respecting the financial position of the corporation and the results of its operations required by the articles, the by-laws or any unanimous shareholder agreement.