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Ontario Business Corporations Act

Ontario Business Corporations Act
Part XII Auditors and Financial Statements
Section 148

Exemption From Audit Requirements

In respect of a financial year of a corporation, the corporation is exempt from the requirements of this Part regarding the appointment and duties of an auditor if,

(a) the corporation is not an offering corporation; and

(b) all of the shareholders consent in writing to the exemption in respect of that year. 1998, c. 18, Sched. E, s. 23.

Section Amendments with date in force (d/m/y) 1998, c. 18, Sched. E, s. 23 – 01/03/1999

Ontario Business Corporations Act
Part I Definitions, Interpretation and Application
Section 1(5)

Control

For the purposes of this Act, a body corporate shall be deemed to be controlled by another person or by two or more bodies corporate if, but only if,

(a) voting securities of the first-mentioned body corporate carrying more than 50 per cent of the votes for the election of directors are held, other than by way of security only, by or for the benefit of such other person or by or for the benefit of such other bodies corporate; and

(b) the votes carried by such securities are sufficient, if exercised, to elect a majority of the board of directors of the first-mentioned body corporate.

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)

Ontario Business Corporations Act
Part XII Auditors and Financial Statements
Section 151

Auditor’S Attendance At Shareholders’ Meetings

(1) The auditor of a corporation is entitled to receive notice of every meeting of shareholders and, at the expense of the corporation, to attend and be heard thereat on matters relating to the auditor’s duties.

Auditor’S Attendance May Be Required

(2) If any director or shareholder of a corporation, whether or not the shareholder is entitled to vote at the meeting, gives written notice, not less than five days or more before a meeting of shareholders, to the auditor or a former auditor of the corporation, the auditor or former auditor shall attend the meeting at the expense of the corporation and answer questions relating to the auditor’s duties.

Notice To Corporation

(3) A director or shareholder who sends a notice referred to in subsection (2) shall send concurrently a copy of the notice to the corporation.

Replacing Auditor

(4) No person shall accept appointment or consent to be appointed as auditor of a corporation if the person is replacing an auditor who has resigned, been removed or whose term of office has expired or is about to expire until the person has requested and received from that auditor a written statement of the circumstances and the reasons why, in that auditor’s opinion, that auditor is to be replaced.

Idem

(5) Despite subsection (4), a person otherwise qualified may accept appointment or consent to be appointed as auditor of a corporation if, within fifteen days after making the request referred to in that subsection, the person does not receive a reply.

Idem

(6) Any interested person may apply to the court for an order declaring an auditor to be disqualified and the office of auditor to be vacant if the auditor has not complied with subsection (4), unless subsection (5) applies with respect to the appointment of the auditor.

Statement By Auditor Privileged

(7) Any oral or written statement or report made under this Act by the auditor or former auditor of the corporation has qualified privilege.

Ontario Business Corporations Act
Part XII Auditors and Financial Statements
Section 152

Disqualification As Auditor

(1) Subject to subsection (5), a person is disqualified from being an auditor of a corporation if the person is not independent of the corporation, all of its affiliates, or of the directors or officers of the corporation and its affiliates.

Independence

(2) For the purposes of this section,

(a) independence is a question of fact; and

(b) a person is deemed not to be independent if the person or the person’s business partner,

(i) is a business partner, director, officer or employee of the corporation or any of its affiliates, or a business partner of any director, officer or employee of the corporation or any of its affiliates,

(ii) beneficially owns directly or indirectly or exercises control or direction over a material interest in the securities of the corporation or any of its affiliates, or

(iii) has been a receiver, receiver and manager, liquidator or trustee in bankruptcy of the corporation or any of its affiliates within two years of the person’s proposed appointment as auditor of the corporation.

Business Partners

(2.1) For the purposes of subsection (2), a person’s business partner includes a shareholder of the person. 2011, c. 1, Sched. 2, s. 1 (8).

Resignation By Auditor

(3) An auditor who becomes disqualified under this section shall, subject to subsection (5), resign forthwith upon becoming aware of such disqualification.

Application To Court

(4) An interested person may apply to the court for an order declaring an auditor to be disqualified under this section and the office of auditor to be vacant.

(5) Repealed: 2004, c. 19, s. 3 (4).

(6) Repealed: 2004, c. 19, s. 3 (4). Section Amendments with date in force (d/m/y)

Ontario Business Corporations Act
Part XII Auditors and Financial Statements
Section 153

Examination By Auditor

(1) An auditor of a corporation shall make such examination of the financial statements required by this Act to be placed before shareholders as is necessary to enable the auditor to report thereon and the auditor shall report as prescribed and in accordance with generally accepted auditing standards.

Reporting Error

(2) A director or an officer of a corporation shall forthwith notify the audit committee and the auditor or the former auditor of any error or misstatement of which he or she becomes aware in a financial statement that the auditor or the former auditor has reported upon if the error or misstatement in all the circumstances appears to be significant.

Idem

(3) If the auditor or former auditor of a corporation is notified or becomes aware of an error or misstatement in a financial statement upon which he or she has reported, and if in his or her opinion the error or misstatement is material, the auditor or former auditor shall inform each director accordingly.

Amendment Of Auditor’S Report

(4) When under subsection (3) the auditor or former auditor informs the directors of an error or misstatement in a financial statement, the directors shall within a reasonable time,

(a) prepare and issue revised financial statements; or

(b) otherwise inform the shareholders.

Right Of Access

(5) Upon the demand of an auditor of a corporation, the present or former directors, officers, employees or agents of the corporation shall furnish such,

(a) information and explanations; and

(b) access to records, documents, books, accounts and vouchers of the corporation or any of its subsidiaries,

as are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under this section and that the directors, officers, employees or agents are reasonably able to furnish.

Furnishing Information

(6) Upon the demand of the auditor of a corporation, the directors of the corporation shall,

(a) obtain from the present or former directors, officers, employees and agents of any subsidiary of the corporation the information and explanations that the present or former directors, officers, employees and agents are reasonably able to furnish and that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under this section; and

(b) furnish the information and explanations so obtained to the auditor.

Idem

(7) Any oral or written communication under this section between the auditor or former auditor of a corporation and its present or former directors, officers, employees or agents or those of any subsidiary of the corporation, has qualified privilege.

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.

Ontario Business Corporations Act
Part XII Auditors and Financial Statements
Section 157

Financial Statements Of Subsidiaries

(1)True copies of the latest financial statements of each subsidiary of a holding corporation shall be kept on hand by the holding corporation at its registered office and shall be open to examination by the shareholders of the holding corporation and their agents and legal representatives who may make extracts therefrom free of charge on request during the normal business hours of the holding corporation.

Application To Court

(2) A corporation may, within fifteen days after a request to examine under subsection (1), apply to the court for an order barring the right of any person to so examine, and the court may, if satisfied that such examination would be detrimental to the corporation or a subsidiary body corporate, bar such right and make any further order it thinks fit.

Ontario Business Corporations Act
Part XII Auditors and Financial Statements
Section 158

Audit Committee

(1) A corporation that is an offering corporation shall, and any other corporation may, have an audit committee composed of not fewer that three directors of the corporation, a majority of whom are not officers or employees of the corporation or any of its affiliates, to hold office until the next annual meeting of the shareholders.

Exemption

(1.1) The Commission may, on the application of a corporation, authorize the corporation to dispense with an audit committee, and the Commission may, if satisfied that the shareholders will not be prejudiced, permit the corporation to dispense with an audit committee on any reasonable conditions that the Commission thinks fit. 2006, c. 34, Sched. B, s. 31.

Idem

(2) An audit committee shall review the financial statements of the corporation and shall report thereon to the board of directors of the corporation before such financial statements are approved under section 159.

Auditor May Attend Committee Meetings

(3) The auditor of a corporation is entitled to receive notice of every meeting of the audit committee and, at the expense of the corporation, to attend and be heard thereat, and, if so requested by a member of the audit committee, shall attend every meeting of the committee held during the term of office of the auditor.

Calling Meetings Of Committee

(4) The auditor of a corporation or a member of the audit committee may call a meeting of the committee.

Right Of Auditor To Be Heard

(5) The auditor of a corporation shall be entitled to attend at the expense of the corporation and be heard at meetings of the board of directors of the corporation on matters relating to the auditor’s duties. Section Amendments with date in force (d/m/y)

Ontario Business Corporations Act
Part I Definitions, Interpretation and Application
Section 1(1)

officer (OBCA)

In this Act,

“officer” means an officer designated under section 133 and includes the chair of the board of directors, a vice-chair of the board of directors, the president, a vice-president, the secretary, an assistant secretary, the treasurer, an assistant treasurer and the general manager of a corporation, and any other individual designated an officer of a corporation by by-law or by resolution of the directors or any other individual who performs functions for a corporation similar to those normally performed by an individual occupying any such office;

Ontario Business Corporations Act
Part XII Auditors and Financial Statements
Section 159

Approval By Directors

(1) The financial statements shall be approved by the board of directors and the approval shall be evidenced by the signature at the foot of the balance sheet of any director authorized to sign and the auditor’s report, unless the corporation is exempt under section 148, shall be attached to or accompany the financial statements.

Publishing, Etc., Copies Of Financial Statements

(2) A corporation shall not issue, publish or circulate copies of the financial statements, referred to in section 154 unless the financial statements are,

(a) approved and signed in accordance with subsection (1); and

(b) accompanied by the report of the auditor of the corporation, if any.

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

Ontario Business Corporations Act
Part XII Auditors and Financial Statements
Section 160

Interim Financial Statement

(1) Within 60 days after the date that an interim financial statement required to be filed under the Securities Act and the regulations made under that Act is prepared, an offering corporation shall send a copy of the interim financial statement to all shareholders who have informed the corporation that they wish to receive a copy. 2006, c. 34, Sched. B, s. 32.

Address

(2) The interim financial statement referred to in subsection (1) shall be sent to a shareholder’s latest address as shown on the records of the corporation. 2006, c. 34, Sched. B, s. 32.

Ontario Regulation 542/20 Under the OBCA Extension Of Temporary Suspension Period Extension of temporary suspension period for certain provisions 1. For the purposes of sections 1, 3 and 4 of the Schedule to the Act, the temporary suspension period is extended to end on December 31, 2021. General Regulation 62 Under the OBCA

Ontario Business Corporations Act
Regulation 62 General
Section 30

Management Information Circular

A management information circular shall contain the following information:

Particulars of Matters to be Acted Upon

Item 31 If action is to be taken with respect to any matter other than the approval of minutes of an earlier meeting or the approval of financial statements, the substance of each such matter or group of related matters, to the extent it has not been described under another provision in this section, in sufficient detail to permit shareholders to form a reasoned judgment concerning the matter.

Item 32. For the purpose of paragraph 31, where a reorganization or similar restructuring is involved, reference should be made to a prospectus form or other appropriate form under the Securities Act, including requirements with respect to financial statements, for guidance as to what is material.

Ontario Business Corporations Act
Regulation 62 General
Section 38

Financial Statements In Information Circular

(1) Where financial statements accompany or form part of an information circular, the statements shall be prepared in the manner prescribed for financial statements in Part XII of the Act. R.R.O. 1990, Reg. 62, s. 38 (1).

(2) The financial statements referred to in subsection (1), if not reported upon by the auditor of the corporation, shall be accompanied by a report of the chief financial officer of the corporation stating that the financial statements have not been audited but have been prepared in accordance with Part XII of the Act. R.R.O. 1990, Reg. 62, s. 38 (2).

Ontario Business Corporations Act
Regulation 62 General
Section 40

Auditors And Financial Statements

(1) Subject to subsection (2), the financial statements referred to in Part XII of the Act shall be prepared in accordance with the standards, as they exist from time to time, set forth in the Handbook of the Canadian Institute of Chartered Accountants. O. Reg. 246/05, s. 6.

(2) An offering corporation may prepare the financial statements referred to in Part XII of the Act in accordance with such other standards as may be permitted in the rules made under section 143 of the Securities Act. O. Reg. 648/05, s. 1.

Ontario Business Corporations Act
Regulation 62 General
Section 41

Shares Personal Property

(1) Subject to subsection (2), the auditor’s report referred to in Part XII of the Act shall be prepared in accordance with the standards, as they exist from time to time, set forth in the Handbook of the Canadian Institute of Chartered Accountants. O. Reg. 246/05, s. 6.

(2) The auditor’s report of an offering corporation referred to in Part XII of the Act may be prepared in accordance with such other standards as may be permitted in the rules made under section 143 of the Securities Act. O. Reg. 648/05, s. 2.

Ontario Business Corporations Act
Part I Definitions, Interpretation and Application
Section 1 Definitions and Interpretation

“day”

(1) In this Act,…

“day” means a clear day and a period of days shall be deemed to commence the day following the event that began the period and shall be deemed to terminate at midnight of the last day of the period except that if the last day of the period falls on a Sunday or holiday the period shall terminate at midnight of the day next following that is not a Sunday or holiday;

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “day” in subsection 1 (1) of the Act is repealed and the following substituted: (See: 2017, c. 20, Sched. 6, s. 1 (2)) “day” means a clear day;

Ontario Business Corporations Act
Part VII Shareholders
Section 94

Shareholders’ Meetings, Meeting by Electronic Means

Section 94 has been temporarily amended because of COVID-19. The changes are 
shown in green below. (The crossed-out green sections have expired, reverting to
existing laws before the pandemic.)

Until September 30, 2023 AGMs may be hosted electronically, even if a company's 
constating documents do not allow it. See related section 103 permitting 
electronic voting.


                                                       Lexata note last amended on February 15, 2023.

Shareholders’ Meetings

(1) Subject to subsection 104(1) [resolution in lieu of meeting], the directors of a corporation,

(a) shall call an annual meeting of shareholders not later than eighteen months after the corporation comes into existence and subsequently not later than fifteen months after holding the last preceding annual meeting; and

(b) may at any time call a special meeting of shareholders.

Shareholders’ meetings, time extension

(1.1) If the last day on which a meeting referred to in clause (1)(a) is required to be held is a day that falls within the period of the declared emergency, the last day on which the meeting is required to be held is no later than the 90th day after the day the emergency is terminated.

Same

(1.2) If the last day on which a meeting referred to in clause (1)(a) is required to be held is a day that falls within the 30-day period that begins on the day after the day the emergency is terminated, the last day on which the meeting is required to be held is no later than the 120th day after the day the emergency is terminated.

Same

(1.3) Despite clause (1)(a), the directors of a corporation may call a meeting that is to be held on a day contemplated by subsection (1.1) or (1.2) at a time that enables the corporation to comply with subsections (1.1) or (1.2), as applicable, and that is reasonable in the circumstances.

Same

(1.4) For the purposes of subsections (1.1) to (1.3), the day on which a meeting referred to in clause (1)(a) is required to be held shall be determined in accordance with subsection 154(1) as it read immediately before March 17, 2020.

Meeting by electronic means

(2) Unless the articles or the by-laws provide otherwise, Despite any provision in the articles, by-laws or a unanimous shareholder agreement that provides otherwise, a meeting of the shareholders may be held by telephonic or electronic means and a shareholder who, through those means, votes at the meeting or establishes a communications link to the meeting shall be deemed for the purposes of this Act to be present at the meeting.

Ontario Business Corporations Act
Part VII Shareholders
Section 95

Date for Determining Shareholders

(1) For the purpose of determining shareholders,

(a) entitled to receive payment of a dividend;

(b) entitled to participate in a liquidation or distribution; or

(c) for any other purpose except the right to receive notice of or to vote at a meeting,

the directors may fix in advance a date as the record date for such determination of shareholders, but the record date shall not precede by more than fifty days the particular action to be taken.

Same

(2) For the purpose of determining shareholders entitled to receive notice of a meeting of shareholders, the directors may fix in advance a date as the record date for such determination of shareholders, but the record date shall not precede by more than 60 days or by less than 30 days the date on which the meeting is to be held.

Idem

(3) Where no record date is fixed,

(a) the record date for the determination of shareholders entitled to receive notice of a meeting of shareholders shall be,

(i) at the close of business on the day immediately preceding the day on which the notice is given, or

(ii) if no notice is given, the day on which the meeting is held; and

(b) the record date for the determination of shareholders for any purpose other than to establish a shareholder’s right to receive notice of a meeting or to vote shall be at the close of business on the day on which the directors pass the resolution relating thereto.

Notice of date

(4) If a record date is fixed, unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day the directors fix the record date, notice thereof shall be given, not less than seven days before the date so fixed,

(a) by advertisement in a newspaper published or distributed in the place where the corporation has its registered office and in each place in Canada where it has a transfer agent or where a transfer of its shares may be recorded; and

(b) by written notice to each stock exchange in Canada on which the shares of the corporation are listed for trading.

Ontario Business Corporations Act
Part VII Shareholders
Section 96

Notice of Shareholders’ Meetings, Special Business

Notice of Shareholders’ Meetings

(1) Notice of the time and place of a meeting of shareholders shall be sent in the case of an offering corporation not less than twenty-one days and in the case of any other corporation not less than ten days but, in either case, not more than fifty days before the meeting,

(a) to each shareholder entitled to vote at the meeting;

(b) to each director; and

(c) to the auditor of the corporation.

Idem

(2) A notice of a meeting is not required to be sent to shareholders who were not registered on the records of the corporation or its transfer agent on the record date determined under subsection 95(2) or (3), but failure to receive a notice does not deprive a shareholder of the right to vote at the meeting.

Idem

(3) If a meeting of shareholders is adjourned for less than thirty days, it is not necessary, unless the by-laws otherwise provide, to give notice of the adjourned meeting other than by announcement at the earliest meeting that is adjourned.

Idem

(4) If a meeting of shareholders is adjourned by one or more adjournments for an aggregate of thirty days or more, notice of the adjourned meeting shall be given as for an original meeting but, unless the meeting is adjourned by one or more adjournments for an aggregate of more than ninety days, section 111 does not apply.

Special business

(5) All business transacted at a special meeting of shareholders and all business transacted at an annual meeting of shareholders, except consideration of the minutes of an earlier meeting, the financial statements and auditor’s report, election of directors and reappointment of the incumbent auditor, shall be deemed to be special business.

Idem

(6) Notice of a meeting of shareholders at which special business is to be transacted shall state or be accompanied by a statement of,

(a) the nature of that business in sufficient detail to permit the shareholder to form a reasoned judgment thereon; and

(b) the text of any special resolution or by-law to be submitted to the meeting.

Ontario Business Corporations Act
Part VII Shareholders
Section 99

Proposal

(1) A registered holder of shares entitled to vote or a beneficial owner of shares that are entitled to be voted at a meeting of shareholders may,

(a) submit to the corporation notice of a proposal; and

(b) discuss at the meeting any matter in respect of which the registered holder or beneficial owner would have been entitled to submit a proposal.

Proof of status

(1.1)  If a person claims to be a beneficial owner of shares of a corporation for the purposes of subsection (1), the corporation may require the person to provide proof that the person is a beneficial owner of shares of the corporation.

Same

(1.2)  A written statement by a securities intermediary, as defined in the Securities Transfer Act, 2006, that a person is a beneficial owner of shares of the corporation is sufficient proof for the purposes of subsection (1.1).

Circulating proposal

(2) Where a corporation receives notice of a proposal,

(a) if the corporation provides a management information circular, it shall set out the proposal in the management information circular or attach the proposal to that circular; or

(b ) if the corporation does not provide a management information circular, it shall set out the proposal in the notice of meeting for the shareholders’ meeting at which the matter is proposed to be raised or shall attach the proposal to such notice of meeting.

Statement in support of proposal

(3) At the request of a person who submits notice of a proposal, the corporation shall include in the management information circular referred to in clause (2)(a) or the notice of meeting referred to in clause (2)(b), or shall attach to it, the person’s statement in support of the proposal and the person’s name and address.

Same

(3.1) The proposal referred to in subsection (2) and the statement referred to in subsection (3) shall together not exceed the prescribed maximum number of words.

Proposal may include nominations

(4) A proposal may include nominations for the election of directors if the proposal is signed by one or more holders of shares representing in the aggregate not less than 5 per cent of the shares or 5 per cent of the shares of a class or series of shares of the corporation entitled to vote at the meeting to which the proposal is to be presented, but this subsection does not preclude nominations being made at a meeting of shareholders.

Where subss. (2), (3) do not apply

(5) A corporation is not required to comply with subsections (2) and (3) where,

(a) in the case of an offering corporation, notice of the proposal is submitted to the corporation less than 60 days before,

(i) the anniversary date of the last annual meeting, if the matter is proposed to be raised at an annual meeting, or

(ii) the date of a meeting other than the annual meeting, if the matter is proposed to be raised at a meeting other than the annual meeting;

(a.1) in the case of a corporation other than an offering corporation, notice of the proposal is submitted to the corporation less than the minimum number of days determined under subsection (5.1) before,

(i) the anniversary date of the last annual meeting, if the matter is proposed to be raised at an annual meeting, or

(ii) the date of a meeting other than the annual meeting, if the matter is proposed to be raised at a meeting other than the annual meeting;

(b) it clearly appears that the primary purpose of the proposal is to enforce a personal claim or redress a personal grievance against the corporation or its directors, officers or security holders;

(b.1) it clearly appears that the proposal does not relate in a significant way to the business or affairs of the corporation;

(c) within two years before the receipt by the corporation of a person’s notice of proposal, the person failed to present, in person or by proxy, at a meeting of the corporation’s shareholders, a proposal which had been submitted by the person and had been included in a management information circular or a notice of meeting relating to that shareholders’ meeting; or

(d) the following has occurred:

(i) substantially the same proposal was submitted to shareholders of the corporation in a management information circular, dissident’s information circular, or notice of a meeting relating to a previous meeting of shareholders,

(ii) the previous meeting referred to in subclause (i) was held within five years, or such other period as may be prescribed, before the receipt by the corporation of the person’s current notice of proposal, and

(iii) at that previous meeting, the proposal did not receive the minimum amount of support required under subsection (5.4).

Minimum support

(5.4) For the purpose of subclause (5)(d)(iii), the minimum amount of support that the proposal must have received at the previous meeting is determined as follows:

  1. If the previous meeting was the first time, within the period referred to in subclause (5)(d)(ii), that a substantially similar proposal was made at a meeting of shareholders, the minimum amount of support the proposal must have received at that previous meeting is 3 per cent, or such other percentage as may be prescribed, of the total number of shares voted at that meeting.

  2. If the previous meeting was the second time, within the period referred to in subclause (5)(d)(ii), that a substantially similar proposal was made at a meeting of shareholders, the minimum amount of support the proposal must have received at that previous meeting is 6 per cent, or such other percentage as may be prescribed, of the total number of shares voted at that meeting.

  3. If the previous meeting was at least the third time, within the period referred to in subclause (5)(d)(ii), that a substantially similar proposal was made at a meeting of shareholders, the minimum amount of support the proposal must have received at that previous meeting is 10 per cent, or such other percentage as may be prescribed, of the total number of shares voted at that meeting.

Where no liability

(6) No corporation or person acting on its behalf incurs any liability by reason only of circulating a proposal or statement in compliance with this section.

Notice of refusal

(7) Within 10 days after receiving notice of a proposal from a person under clause (1)(a), a corporation that refuses to circulate the proposal as required by this section shall send the person notice of the corporation’s intention not to circulate the proposal and a statement of the reasons for the refusal.

Application to court

(8) On the application of a person submitting a proposal who claims to be aggrieved by a corporation’s refusal under subsection (7), a court may restrain the holding of the meeting to which the proposal is sought to be presented and make any further order it thinks fit.

Idem

(9) The corporation or any person aggrieved by a proposal may apply to the court for an order permitting the corporation to omit the proposal from the management information circular, and the court, if it is satisfied that subsection (5) applies, may make such order as it thinks fit.

Idem

(10) An applicant under subsection (8) or (9) shall give the Director notice of the application and the Director is entitled to appear and be heard in person or by counsel.

Definition

(11) In this section, “proposal” means a matter that a registered holder or beneficial owner of shares entitled to be voted proposes to raise at a meeting of shareholders.

Ontario Business Corporations Act
Part VII Shareholders
Section 100

List of Shareholders, Entitlement to Vote, Examination of List

List of Shareholders

(1)  A corporation shall prepare a list of shareholders entitled to receive notice of a meeting, arranged in alphabetical order and showing the number of shares held by each shareholder, which list shall be prepared,

(a) if a record date is fixed under subsection 95(2), not later than ten days after such record date; or

(b) if no record date is fixed,

(i) at the close of business on the day immediately preceding the day on which notice is given, or

(ii) where no notice is given, on the day on which the meeting is held.

Entitlement to vote

(2) A shareholder whose name appears on a list prepared under subsection (1) is entitled to vote the shares shown opposite the shareholder’s name at the meeting to which the list relates.

(3) Repealed.

Examination of list

(4) A shareholder may examine the list of shareholders,

(a) during usual business hours at the registered office of the corporation or at the place where its central securities register is maintained; and

(b) at the meeting of shareholders for which the list was prepared.

Ontario Business Corporations Act
Part VII Shareholders
Section 103

Manner of Voting, Entry in Minutes

Section 103 has been temporarily amended because of COVID-19 to permit electronic 
voting at shareholders' meetings. 

The changes are shown in green below and are effective until September 30, 2022. 


                                                              Lexata note last amended November 15, 2021.

Manner of Voting

(1) Subject to subsection (2.1) and uUnless the by-laws otherwise provide, voting at a meeting of shareholders shall be by show of hands, except where a ballot is demanded by a shareholder or proxyholder entitled to vote at the meeting. 

Idem Same

(2) Subject to subsection (2.1), a A shareholder or proxyholder may demand a ballot either before or after any vote by show of hands.

Same

(2.1) Despite any provision of this Act and the regulations, where a meeting of shareholders is held by telephonic or electronic means in accordance with subsection 94(2), the chair shall conduct the vote by a show of hands or by a ballot in accordance with subsections (1) and (2), if feasible, otherwise the chair may direct voting by alternate means.

Entry in minutes

(3) Unless a ballot is demanded, an entry in the minutes of a meeting of shareholders to the effect that the chair declared a motion to be carried is admissible in evidence as proof of the fact, in the absence of evidence to the contrary, without proof of the number or proportion of the votes recorded in favour of or against the motion.

Ontario Business Corporations Act
Part VIII Proxies
Section 110

Proxies, Signature, Expiry, Form of Proxy, Revocation, Time of Revocation, Electronic signature, Time limit for deposit

(1)  Every shareholder entitled to vote at a meeting of shareholders may by means of a proxy appoint a proxyholder or one or more alternate proxyholders, who need not be shareholders, as the shareholder’s nominee to attend and act at the meeting in the manner, to the extent and with the authority conferred by the proxy.

Signature

(2) Subject to subsection (4.2), a proxy must be signed,

(a) in writing or by electronic signature by the shareholder or an attorney who is authorized by a document that is signed in writing or by electronic signature; or

(b) if the shareholder is a body corporate, by an officer or attorney of the body corporate duly authorized.

Expiry

(2.1) A proxy appointing a proxyholder to attend and act at a meeting or meetings of shareholders of an offering corporation ceases to be valid one year from its date.

Form of proxy

(3)  Every form of proxy shall comply with the regulations.

Revocation

(4) A shareholder may revoke a proxy,

(a) by depositing an instrument in writing that complies with subsection (4.1) and that is signed by the shareholder or by an attorney who is authorized by a document that is signed in writing or by electronic signature;

(b) by transmitting, by telephonic or electronic means, a revocation that complies with subsection (4.1) and that, subject to subsection (4.2), is signed by electronic signature; or

(c) in any other manner permitted by law.

Time of revocation

(4.1) The instrument or the revocation must be received,

(a) at the registered office of the corporation at any time up to and including the last business day preceding the day of the meeting, or any adjournment of it, at which the proxy is to be used; or

(b) by the chair of the meeting on the day of the meeting or an adjournment of it.

Electronic signature

(4.2) A shareholder or an attorney may sign, by electronic signature, a proxy, a revocation of proxy or a power of attorney authorizing the creation of either of them if the means of electronic signature permits a reliable determination that the document was created or communicated by or on behalf of the shareholder or the attorney, as the case may be.

Time limit for deposit

(5) The directors may by resolution fix a time not exceeding forty-eight hours, excluding Saturdays and holidays, preceding any meeting or adjourned meeting of shareholders before which time proxies to be used at that meeting must be deposited with the corporation or an agent thereof, and any period of time so fixed shall be specified in the notice calling the meeting.

Ontario Business Corporations Act
Part VIII Proxies
Section 112

Information Circular

Information circular

(1) No person shall solicit proxies in respect of an offering corporation unless,

(a) in the case of solicitation by or on behalf of the management of the corporation, a management information circular in prescribed form, either as an appendix to or as a separate document accompanying the notice of the meeting; or

(b) in the case of any other solicitation, a dissident’s information circular in prescribed form,

is sent to the auditor of the corporation, to each shareholder whose proxy is solicited and, if clause (b) applies, to the corporation.

Exception

(1.1) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the corporation, without sending a dissident’s information circular, if the total number of shareholders whose proxies are solicited is 15 or fewer, two or more joint holders being counted as one shareholder.

Same

(1.2) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the corporation, without sending a dissident’s information circular, if the solicitation is, in the prescribed circumstances, conveyed by public broadcast, speech or publication.

Filing copy

(2) A person, upon sending a management or dissident’s information circular, shall concurrently file with the Commission,

(a) in the case of a management information circular, a copy thereof together with a copy of the notice of meeting, form of proxy and of any other documents for use in connection with the meeting; and

(b) in the case of a dissident’s information circular, a copy thereof together with a copy of the form of proxy and of any other documents for use in connection with the meeting.

Ontario Business Corporations Act
Part XVIII General
Section 262

Notice to Directors or Shareholders, Electronic Communications

Notice to directors or shareholders

(1) A notice or document required by this Act, the regulations, the articles or the by-laws to be sent to a shareholder or director of a corporation may be sent by prepaid mail addressed to, or may be delivered personally to,

(a) a shareholder at the shareholder’s latest address as shown in the records of the corporation or its transfer agent; and

(b) a director at his or her latest address as shown in the records of the corporation or in the most recent notice filed under the Corporations Information Act, whichever is the more current.

Idem

(2) A notice or document sent in accordance with subsection (1) to a shareholder or director of a corporation is deemed to be received by the addressee on the fifth day after mailing.

Electronic communications

(6) A notice or document required or permitted to be sent under this section or section 263 may be sent by electronic means in accordance with the Electronic Commerce Act, 2000.

Ontario Business Corporations Act
Part XIX Special Rules During Emergency
Section 279

Interpretation

In this Part and the Schedule to this Act, references to the “emergency” and “declared emergency” are references to the emergency declared pursuant to Order in Council 518/2020 (Ontario Regulation 50/20) on March 17, 2020 pursuant to section 7.0.1 of the Emergency Management and Civil Protection Act and, for clarity, those references include any extension of the emergency under section 7.0.7 of that Act.

Ontario Business Corporations Act
Part XIX Special Rules During Emergency
Section 280

Application of Schedule, Temporary Suspension Period

(1) The sections of the Schedule to this Act apply during the temporary suspension period, as described in subsection (2) for each section.

(2) The temporary suspension period, as referred to in each section of the Schedule to this Act, is the period of the emergency and a further period that ends on the 120th day after the day the declared emergency is terminated [Lexata note: the emergency was terminated on July 24, 2020] and, if the regulations so provide for the section, a further prescribed period of time immediately following the end of the 120-day period.