24 (1) A corporation shall maintain a separate stated capital account for each class and series of shares it issues.  R.S.O. 1990, c. B.16, s. 24 (1). Idem (2) A corporation shall add to the appropriate stated capital account in respect of any shares it issues the full amount of the consideration it receives as determined by the directors which, in the case of shares not issued for money, shall be the amount determined by the directors in accordance with clause 23 (4) (a) or, if a determination is made by the directors in accordance with subclause 23 (4) (b) (i), the amount so determined.  R.S.O. 1990, c. B.16, s. 24 (2). Exceptions (3) Despite subsection (2) and subsection 23 (3), a corporation may, subject to subsection (4), add to the stated capital accounts maintained for the shares of classes or series the whole or any part of the consideration that it receives in exchange if the corporation issues shares, (a)  in exchange for, (i)  property of a person who immediately before the exchange did not deal with the corporation at arm’s length within the meaning of that term in the Income Tax Act (Canada), (ii)  shares of, or another interest in, a body corporate that immediately before the exchange, or that because of the exchange, did not deal with the corporation at arm’s length within the meaning of that term in the Income Tax Act (Canada), or (iii)  property of a person who, immediately before the exchange, dealt with the corporation at arm’s length within the meaning of that term in the Income Tax Act (Canada), if the person, the corporation and all holders of shares in the class or series of shares so issued consent to the exchange; or (b)  under an agreement referred to in subsection 175 (1) or an arrangement referred to in clause (c) or (d) of the definition of “arrangement” in subsection 182 (1) or to shareholders of an amalgamating corporation who receive the shares in addition to or instead of securities of the amalgamated corporation.  2006, c. 34, Sched. B, s. 6. Consent not required (3.1) The consent referred to in subclause (3) (a) (iii) is not required if the issuance of the shares does not result in a decrease in the value of the stated capital account maintained for the class or series divided by the number of shares in the class or series.  2006, c. 34, Sched. B, s. 6. Addition to stated capital account (4) On the issue of a share, a corporation shall not add to a stated capital account in respect of the share an amount greater than the amount referred to in subsection (2).  R.S.O. 1990, c. B.16, s. 24 (4). Stated capital at time of coming into force or continuance (5) Despite subsection (2), on the 29th day of July, 1983 or at such time thereafter as a corporation has been continued under this Act, as the case may be, the amount in the stated capital account maintained by a corporation in respect of each class or series of shares then issued shall be equal to the aggregate amount paid up on the shares of each such class or series of shares immediately prior thereto, and, after such time, a corporation may, upon complying with subsection (6), add to the stated capital account maintained by it in respect of any class or series of shares any amount it has credited to a retained earnings or other surplus account.  R.S.O. 1990, c. B.16, s. 24 (5). Additions to stated capital account (6) Where a corporation proposes to add any amount to a stated capital account that it maintains in respect of a class or series of shares otherwise than under subsection 38 (2), the addition to the stated capital account must be approved by special resolution if, (a)  the amount to be added, (i)  was not received by the corporation as consideration for the issue of shares, or (ii)  was received by the corporation as consideration for the issue of shares but does not form part of the stated capital attributable to such shares; and (b)  the corporation has outstanding shares of more than one class or series.  R.S.O. 1990, c. B.16, s. 24 (6). Idem (7) Where a class or series of shares of a corporation would be affected by the addition of an amount to any stated capital account under subsection (6) in a manner different from the manner in which any other class or series of shares of the corporation would be affected by such action, the holders of the differently affected class or series of shares are entitled to vote separately as a class or series, as the case may be, on the proposal to take the action, whether or not such shares otherwise carry the right to vote.  R.S.O. 1990, c. B.16, s. 24 (7). Expressed in one or more currencies (8) Stated capital accounts of a corporation may be expressed in one or more currencies.  R.S.O. 1990, c. B.16, s. 24 (8). Reduction in stated capital (9) A corporation shall not reduce its stated capital or any stated capital account except in the manner provided in this Act.  R.S.O. 1990, c. B.16, s. 24 (9). Non-application of Act (10) The provisions of this Act relating to stated capital do not apply to an open-end mutual fund.  R.S.O. 1990, c. B.16, s. 24 (10). Definition (11) For the purposes of this section, “open-end mutual fund” means an offering corporation that carries on only the business of investing the consideration it receives for the shares it issues, and all or substantially all the shares of which are redeemable upon the demand of the holders of such shares.  R.S.O. 1990, c. B.16, s. 24 (11). Section Amendments with date in force (d/m/y) 2006, c. 34, Sched. B, s. 6 - 01/08/2007