Definition
13. (1) In this section, “non-resident” means any person other than, (a) a resident Canadian, (b) a corporation controlled by a resident Canadian or a group of resident Canadians, (c) a corporation the majority of the equity shares of which are held by resident Canadians and which is not controlled by one or more non-residents, (d) Her Majesty in right of Canada, Ontario or any other province of Canada or an agent or nominee of Her Majesty. Equity shares owned or controlled by non-residents (2) The total number of equity shares of the Corporation beneficially owned directly or indirectly by non-residents or over which non-residents exercise control or direction shall not at any time exceed 10 per cent of the total number of issued and outstanding equity shares of the Corporation. Limit of individual ownership of equity shares (3) The total number of equity shares of the Corporation beneficially owned directly or indirectly by any person or over which the person exercises control or direction shall not at any time exceed 5 per cent of the total number of issued and outstanding equity shares of the Corporation. Idem (4) Subsection (3) does not apply in respect of any equity shares of the Corporation beneficially owned by Her Majesty in right of Canada, Ontario or any other province of Canada or by an agent or nominee of Her Majesty. Where person deemed beneficial owner of equity shares (5) For the purposes of this section, a person shall be deemed to own beneficially any equity shares of the Corporation owned beneficially by any associate or affiliate of such person. Controlled corporation (6) For the purposes of this section, a corporation is controlled by another corporation, individual or trust if it is in fact effectively controlled by such other corporation, individual or trust, directly or indirectly, or through the holding of shares of the corporation or any other corporation, or through the holding of the outstanding debt of a corporation or individual, or by any other means whether of a like or different nature. Calculation of total number of equity shares (7) In calculating the total number of equity shares of the Corporation beneficially owned directly or indirectly by any person or over which the person exercises control or direction for the purposes of this section, the total number shall be calculated as the total of all such equity shares, but each share that carries the right to more than one vote shall be calculated as the number of shares equalling the total number of votes it carries. Statement by shareholder (8) A shareholder of the Corporation shall, upon the request of the Board, file with the Board a statement verified by affidavit that sets out, (a) the total number of equity shares of the Corporation beneficially owned or deemed to be owned directly or indirectly by the shareholder or over which the shareholder exercises control or direction; (b) the name of any person other than the shareholder exercising control or direction over equity shares of the Corporation, the number of equity shares over which such control or direction is exercised and whether the person is a non-resident; (c) whether the shareholder or any other person in whose right or for whose use or benefit any equity share of the Corporation is held by the shareholder is a non-resident; (d) if the shareholder is a corporation or trust, information establishing that the shareholder is not a non-resident; and (e) such other matters as the Board considers relevant in the circumstances for the purposes of this section. Where statement not filed (9) Where a shareholder does not file with the Board a statement verified by affidavit that sets out the information requested by the Board under subsection (8) within thirty days from the day the statement was requested by the Board, the equity shares of the Corporation held by the shareholder shall be deemed to be held in contravention of this section until a statement verified by affidavit that sets out the information is filed with the Board. Transfer of shares (10) Within sixty days after the purchase or other acquisition of a share of the Corporation by any person, the certificate representing the share shall be presented to the Corporation for transfer into the name of the person, or the designated nominee, trustee, executor or other personal representative of the person, and shares not so presented for transfer shall be deemed to be held in contravention of this Act. R.S.O. 1990, c. O.14, s. 13.