24. (1) Where a small business development corporation proposes to wind up or dissolve, or where its registration is revoked or surrendered, or any of its equity shares are purchased or otherwise acquired by the small business development corporation, the small business development corporation shall immediately pay to the Minister an amount of money calculated according to the following rules: 1. Where an equity share of the small business development corporation is purchased or otherwise acquired by the small business development corporation for a total consideration equal to or greater than that for which the share was issued, the small business development corporation shall pay to the Minister an amount equal to, (a) in the case of an equity share of a small business development corporation issued and fully paid for prior to the 24th day of October, 1985, (i) 30 per cent where, at the time of purchase or acquisition, the small business development corporation does not maintain at least 70 per cent of its assets in the form of eligible investments or is not complying fully with this Act, the spirit and intent of this Act or the regulations, or (ii) 25 per cent where, at the time of purchase or acquisition, the small business development corporation is maintaining at least 70 per cent of its assets in the form of eligible investments and is complying fully with this Act, the spirit and intent of this Act and the regulations, of the consideration paid to the corporation by the shareholder for the share at the time it was issued; or (b) in the case of an equity share of a small business development corporation issued and paid for on or after the 24th day of October, 1985, an amount equal to, (i) 30 per cent where the share is a share of a Northern and Eastern small business development corporation, or (ii) 25 per cent where the share is a share of a small business development corporation that is not a Northern and Eastern small business development corporation, of the consideration paid to the corporation by the shareholder for the share at the time the share was issued. 2. Where an equity share of the small business development corporation is purchased or otherwise acquired by the small business development corporation for a total consideration that is less than that for which the share was issued, the small business development corporation shall pay to the Minister, (a) in the case of an equity share of a small business development corporation issued and fully paid for prior to the 24th day of October, 1985, an amount of money equal to, (i) .4286 where, at the time of purchase or acquisition, the small business development corporation does not maintain at least 70 per cent of its assets in the form of eligible investments or is not complying fully with this Act, the spirit and intent of this Act or the regulations, or (ii) .3572 where, at the time of purchase or acquisition, the small business development corporation is maintaining at least 70 per cent of its assets in the form of eligible investments and is complying fully with this Act, the spirit and intent of this Act and the regulations, of the gross consideration paid by the corporation for the purchase or acquisition of the share; or (b) in the case of an equity share of a small business development corporation issued and paid for on or after the 24th day of October, 1985, an amount equal to, (i) .4286 where the share is a share of a Northern and Eastern small business development corporation, or (ii) .3572 where the share is a share of a small business development corporation that is not a Northern and Eastern small business development corporation, of the gross consideration paid by the corporation for the purchase or acquisition of the share. 3. Where the registration of a small business development corporation is revoked or surrendered or where the corporation proposes to wind up or dissolve, it shall pay the Minister, (a) in the case of a small business development corporation registered prior to the 24th day of October, 1985, (i) where, at the time of the revocation, surrender, winding up or dissolution, the small business development corporation is not maintaining 70 per cent of its assets in the form of eligible investments or is not complying with this Act, the spirit and intent of this Act and the regulations, an amount equal to, (A) 30 per cent of the value of all of the small business development corporation’s shareholders’ equity to an amount not exceeding the aggregate of the grants or tax credits made or allowed by the Minister in respect of all shares issued and outstanding prior to the 24th day of October, 1985, (B) 25 per cent of the value of all of the small business development corporation’s shareholders’ equity to an amount not exceeding the aggregate of the grants or tax credits made or allowed by the Minister in respect of all equity shares issued on or after the 24th day of October, 1985, and outstanding at the time of revocation, surrender, winding up or dissolution, calculated in the manner prescribed, or (ii) 25 per cent of the value of all the small business development corporation’s shareholders’ equity to an amount not exceeding the aggregate of the grants or tax credits made or allowed by the Minister in respect of all equity shares issued and outstanding at the time of the revocation, surrender, winding up or dissolution, calculated in the manner prescribed, where, at the time of the revocation, winding up or dissolution, the small business development corporation is maintaining 70 per cent of its assets in the form of eligible investments and is complying with this Act, the spirit and intent of this Act and the regulations; (b) in the case of a small business development corporation registered after the 24th day of October, 1985, an amount equal to, (i) 30 per cent where the share is a share of a Northern and Eastern small business development corporation, or (ii) 25 per cent where the share is a share of a small business development corporation that is not a Northern and Eastern small business development corporation, of the value of all of the small business development corporation’s shareholders’ equity to an amount not exceeding the aggregate of the grants or tax credits made or allowed by the Minister in respect of all equity shares issued and outstanding at the time of revocation, surrender, winding up or dissolution calculated in the manner prescribed. 4. Subject to paragraph 6, where a small business development corporation reduces by any other means the stated capital account of any class or series of equity shares, the small business development corporation shall pay to the Minister, (a) in the case of a reduction of stated capital with respect to shares issued prior to the 24th day of October, 1985, an amount equal to the lesser of the aggregate of the grants and tax credits made or allowed by the Minister in respect of all equity shares previously issued by the small business development corporation less any amounts previously paid to the Minister under this section and either, (i) 30 per cent of the amount of the reduction to the stated capital accounts where, at the time of the reduction of stated capital, the small business development corporation does not maintain at least 70 per cent of its assets in the form of eligible investments or is not complying fully with this Act, the spirit and intent of this Act or the regulations, or (ii) 25 per cent of the amount of the reduction to the stated capital accounts where, at the time of the reduction of stated capital, the small business development corporation is maintaining at least 70 per cent of its assets in the form of eligible investments and is complying fully with this Act, the spirit and intent of this Act and the regulations; (b) in the case of a reduction of stated capital with respect to shares issued on or after the 24th day of October, 1985, an amount of money equal to the lesser of the aggregate of the grants and tax credits made or allowed by the Minister in respect of all equity shares previously issued by the small business development corporation less any amounts previously paid to the Minister under this subsection and either, (i) 30 per cent of the amount of the reduction to the stated capital accounts where the share is a share of a Northern and Eastern small business development corporation, or (ii) 25 per cent of the amount of the reduction to the stated capital accounts where the share is a share of a small business development corporation that is not a Northern and Eastern small business development corporation, and a reduction of stated capital or a reduction to the stated capital accounts shall include any amount paid, or payable to the Minister under this section. 5. Where a small business development corporation proposes to wind up or dissolve or where the registration of the small business development corporation is revoked or its registration is surrendered, the small business development corporation shall immediately pay to the Minister an amount of money, in addition to any other amount under this section, equal to the interest earned on all money paid into the trust account established by the small business development corporation under section 8 and not paid out in accordance with subsection 8 (2) or (3) from the date of registration of the corporation under this Act. 6. No amount is payable to the Minister if the reduction to stated capital does not exceed real and unrealized losses associated with assets permitted to be held under section 10 and no reduction in stated capital has been made previously in respect of such losses. 7. For the purposes of this section, the amount to be paid by the small business development corporation to the Minister shall be calculated only with reference to equity shares on which a grant has been paid or a credit has been allowed under this Act and in respect of which no amount has been paid to the Crown under section 32. 8. For the purposes of this section, “shareholders’ equity” means the aggregate of, (a) the stated capital of all classes and series of equity shares; (b) the retained earnings or deficit of the small business development corporation as adjusted to exclude, (i) any prior losses from investments in assets not permitted under this Act, (ii) any prior losses from activities not authorized by the articles of incorporation, (iii) an amount equal to any prior profits less prior dividends paid and payable, to the extent that such amount does not exceed the amount of any prior losses from investments in assets permitted under section 10, (iv) the amount of any prior dividends paid or dividends payable which have rendered or will render the small business development corporation insolvent within the meaning of the Business Corporations Act or which diminished or will diminish its capital, and (v) expenses paid to an officer, director, shareholder or associate of the small business development corporation, or to an associate of any such officer, director or shareholder, to the extent that such expenses are, in the opinion of the Minister, unreasonable; and (c) such other amounts as may be prescribed. 9. A small business development corporation shall be deemed to have disposed of all its assets at fair market value immediately prior to the revocation or surrender of its registration, its winding up or dissolution for the purpose of determining prior losses or prior profits under clause (b) of paragraph 8.  R.S.O. 1990, c. S.12, s. 24. Relief from liability (2) If the registration of a small business development corporation is revoked by section 3.1, amounts otherwise payable under subsection (1) as a result of the revocation are not payable if the corporation is in substantial compliance with this Act on May 5, 1997 and the Minister is of the opinion that the corporation is meeting the spirit and intent of this Act.  1997, c. 10, s. 48.