Ontario Business Corporations Act
Part VII Shareholders
Section 94

Shareholders’ Meetings, Meeting by Electronic Means

Section 94 was temporarily amended because of COVID-19. The changes are 
shown in green.

Some of the changes have already expired and are shown crossed-out.

Until May 31, 2021 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 January 6, 2021.    

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 was temporarily amended because of COVID-19 to permit electronic 
voting at shareholders' meetings. 

The changes are shown in green below and are effective until May 31, 2021. 


                                                              Lexata note last amended January 6, 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.