jswizzle3737/ontario_laws_and_regs huggingface dataset:
157 (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.  R.S.O. 1990, c. B.16, s. 157 (1). 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.  R.S.O. 1990, c. B.16, s. 157 (2). Examination by remote means (3) A holding corporation may, but is not required to, permit a shareholder of the holding corporation or their agents or legal representative to examine the financial statements referred to in subsection (1) remotely at any time by means of any technology and may also permit the person to make extracts by such means. 2023, c. 9, Sched. 4, s. 15. Same, no charge for examination, extracts (4) If a holding corporation permits a shareholder of the holding corporation or their agent or legal representative to examine the financial statements or make extracts in accordance with subsection (3), the holding corporation shall not charge the person for the examination or the extracts. 2023, c. 9, Sched. 4, s. 15. Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 4, s. 15 - 01/10/2023
158 (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.  R.S.O. 1990, c. B.16, s. 158 (1). 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.  R.S.O. 1990, c. B.16, s. 158 (2). 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.  R.S.O. 1990, c. B.16, s. 158 (3). Calling meetings of committee (4) The auditor of a corporation or a member of the audit committee may call a meeting of the committee.  R.S.O. 1990, c. B.16, s. 158 (4). Right of auditor to be heard (5) The auditor of a corporation shall be entitled to receive notice of, to attend at the expense of the corporation and to be heard at meetings of the board of directors of the corporation on matters relating to the auditor’s duties. 2023, c. 9, Sched. 4, s. 16. Section Amendments with date in force (d/m/y) 2006, c. 34, Sched. B, s. 31 - 01/08/2007 2023, c. 9, Sched. 4, s. 16 - 01/10/2023
159 (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.  R.S.O. 1990, c. B.16, s. 159 (1); 2010, c. 16, Sched. 5, s. 1 (2). 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.  R.S.O. 1990, c. B.16, s. 159 (2). Section Amendments with date in force (d/m/y) 2010, c. 16, Sched. 5, s. 1 (2) - 31/12/2015
160 (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. Section Amendments with date in force (d/m/y) 2006, c. 34, Sched. B, s. 32 - 01/08/2007 PART XIII   INVESTIGATION
161 (1) A registered holder or a beneficial owner of a security or, in the case of an offering corporation, the Commission may apply, without notice or on such notice as the court may require, to the court for an order directing an investigation to be made of the corporation or any of its affiliates.  2006, c. 34, Sched. B, s. 33 (1). Idem (2) Where, upon an application under subsection (1), it appears to the court that, (a)  the business of the corporation or any of its affiliates is or has been carried on with intent to defraud any person; (b)  the business or affairs of the corporation or any of its affiliates are or have been carried on or conducted, or the powers of the directors are or have been exercised, in a manner that is oppressive or unfairly prejudicial to, or that unfairly disregards, the interests of a security holder; (c)  the corporation or any of its affiliates was formed for a fraudulent or unlawful purpose or is to be dissolved for a fraudulent or unlawful purpose; or (d)  persons concerned with the formation, business or affairs of the corporation or any of its affiliates have in connection therewith acted fraudulently or dishonestly, the court may order an investigation to be made of the corporation and any of its affiliates.  R.S.O. 1990, c. B.16, s. 161 (2). Notice (3) If a registered holder or a beneficial owner of a security makes an application under subsection (1) and the corporation is an offering corporation, the applicant shall give the Commission reasonable notice of the application and the Commission is entitled to appear and be heard in person or by counsel.  2006, c. 34, Sched. B, s. 33 (2). Security for costs not required (4) An applicant under this section is not required to give security for costs.  R.S.O. 1990, c. B.16, s. 161 (4). Closed hearing (5) The hearing of an application made without notice under this section shall be closed to the public.  R.S.O. 1990, c. B.16, s. 161 (5). No publication without consent (6) No person may publish anything relating to an application under this section except with the authorization of the court or the written consent of the corporation being investigated.  R.S.O. 1990, c. B.16, s. 161 (6). Section Amendments with date in force (d/m/y) 1994, c. 27, s. 71 (19) - 01/03/1995 2006, c. 34, Sched. B, s. 33 (1, 2) - 01/08/2007
162 (1) In connection with an investigation under this Part, the court may make any order it thinks fit including, without limiting the generality of the foregoing, (a)  an order to investigate; (b)  an order appointing and fixing the remuneration of an inspector or replacing an inspector; (c)  an order determining the notice to be given to any interested person, or dispensing with notice to any person; (d)  an order authorizing an inspector to enter any premises in which the court is satisfied there might be relevant information, and to examine anything and make copies of any document or record found on the premises; (e)  an order requiring any person to produce documents or records to the inspector; (f)  an order authorizing an inspector to conduct a hearing, administer oaths and examine any person upon oath, and prescribing rules for the conduct of the hearing; (g)  an order requiring any person to attend a hearing conducted by an inspector and to give evidence upon oath; (h)  an order giving directions to an inspector or any interested person on any matter arising in the investigation; (i)  an order requiring an inspector to make an interim or final report to the court; (j)  an order determining whether a report of an inspector should be made available for public inspection and ordering that copies be sent to any person the court designates; (k)  an order requiring an inspector to discontinue an investigation; (l)  an order requiring the corporation to pay the costs of the investigation.  R.S.O. 1990, c. B.16, s. 162 (1). Inspector’s report (2) An inspector shall send to the Director and, where an offering corporation is involved, the Commission, a copy of every report made by the inspector under this Part which, subject to clause (1) (j), shall be placed on the corporation file for public inspection.  R.S.O. 1990, c. B.16, s. 162 (2).
163 (1) An inspector under this Part has the powers set out in the order appointing the inspector.  R.S.O. 1990, c. B.16, s. 163 (1). Idem (2) In addition to the powers set out in the order referred to in subsection (1), an inspector appointed to investigate a corporation may furnish to, or exchange information and otherwise co-operate with, any public official in Canada or elsewhere who is authorized to exercise investigatory powers and who is investigating, in respect of the corporation, any allegation of improper conduct that is the same as, or similar to, the conduct described in subsection 161 (2).  R.S.O. 1990, c. B.16, s. 163 (2). Production of order (3) An inspector shall produce upon request to an interested person a copy of any order made under subsection 162 (1).  R.S.O. 1990, c. B.16, s. 163 (3).
164 (1) Any interested person may apply to the court for an order that a hearing conducted under this Part be closed to the public and for directions on any matter arising in the investigation.  R.S.O. 1990, c. B.16, s. 164 (1). Right to counsel (2) A person whose conduct is being investigated or who is being examined at a hearing conducted by an inspector under this Part has a right to be represented by counsel.  R.S.O. 1990, c. B.16, s. 164 (2).
165 Any oral or written statement or report made by an inspector or any other person in an investigation under this Part has absolute privilege.  R.S.O. 1990, c. B.16, s. 165.
166 Nothing in this Part shall be construed to affect the privilege that exists in respect of communications between a solicitor and his or her client.  R.S.O. 1990, c. B.16, s. 166.
167 The Director may make inquiries of any person relating to compliance with this Act.  R.S.O. 1990, c. B.16, s. 167. PART XIV   FUNDAMENTAL CHANGES
169 (1) A registered holder of shares entitled to vote, or a beneficial owner of shares that are entitled to be voted, at an annual meeting of shareholders may, in accordance with section 99, make a proposal to amend the articles.  2010, c. 16, Sched. 5, s. 1 (3). Idem (2) Notice of a meeting of shareholders at which a proposal to amend the articles is to be considered shall set out the proposed amendment and, where applicable, shall state that a dissenting shareholder is entitled to be paid the fair value of the shares in accordance with section 185, but failure to make that statement does not invalidate an amendment.  R.S.O. 1990, c. B.16, s. 169 (2). Section Amendments with date in force (d/m/y) 2010, c. 16, Sched. 5, s. 1 (3) - 31/12/2015
171 (1) Articles of amendment and any other required documents and information shall be sent to the Director. 2017, c. 20, Sched. 6, s. 13. Application of s. 34 (4, 5) (2) If an amendment effects or requires a reduction of stated capital, subsections 34 (4) and (5) apply.  R.S.O. 1990, c. B.16, s. 171 (2). Change of name (3) No corporation shall change its name if, (a)  the corporation is unable to pay its liabilities as they become due; or (b)  the realizable value of the corporation’s assets is less than the aggregate of its liabilities.  R.S.O. 1990, c. B.16, s. 171 (3). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 13 - 19/10/2021
172 Upon receipt of articles of amendment and any other required documents and information, the Director shall endorse the articles, in accordance with section 273, with a certificate which shall constitute the certificate of amendment. 2017, c. 20, Sched. 6, s. 14. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 14 - 19/10/2021
173 (1) The directors may, at any time, restate the articles of incorporation as amended and shall do so when directed by the Director. 2017, c. 20, Sched. 6, s. 15. Same (2) Restated articles of incorporation and any other required documents and information shall be sent to the Director. 2017, c. 20, Sched. 6, s. 15. Restated certificate of incorporation (3) Upon receipt of restated articles of incorporation and any other required documents and information, the Director shall endorse the articles, in accordance with section 273, with a certificate which shall constitute the restated certificate of incorporation. 2017, c. 20, Sched. 6, s. 15. Idem (4) Restated articles of incorporation supersede the original articles of incorporation and all amendments thereto.  R.S.O. 1990, c. B.16, s. 173 (4). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 15 - 19/10/2021
174 Two or more corporations, including holding or subsidiary corporations, may amalgamate and continue as one corporation.  R.S.O. 1990, c. B.16, s. 174.
175 (1) Where corporations propose to amalgamate, each such corporation shall enter into an agreement setting out the terms and means of effecting the amalgamation and, in particular, setting out, (a)  the provisions that are required to be included in articles of incorporation under section 5; (b)  subject to subsection (2), the basis upon which and manner in which the holders of the issued shares of each amalgamating corporation are to receive, (i)  securities of the amalgamated corporation, (ii)  money, or (iii)  securities of any body corporate other than the amalgamated corporation, in the amalgamation; (c)  the manner of payment of money instead of the issue of fractional shares of the amalgamated corporation or of any other body corporate the securities of which are to be received in the amalgamation; (d)  whether the by-laws of the amalgamated corporation are to be those of one of the amalgamating corporations and the address where a copy of the proposed by-laws may be examined; and (e)  such other details as may be necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated corporation.  R.S.O. 1990, c. B.16, s. 175 (1). Shares of amalgamating corporation held by another (2) Where shares of one of the amalgamating corporations are held by or on behalf of another of the amalgamating corporations, the amalgamation agreement shall provide for the cancellation of such shares upon the amalgamation becoming effective without any repayment of capital in respect thereof, and no provision shall be made in the agreement for the conversion of such shares into shares of the amalgamated corporation.  R.S.O. 1990, c. B.16, s. 175 (2).
176 (1) The directors of each amalgamating corporation shall submit the amalgamation agreement for approval at a meeting of the shareholders of the amalgamating corporation of which they are directors and, subject to subsection (3), of the holders of shares of each class or series entitled to vote thereon.  R.S.O. 1990, c. B.16, s. 176 (1). Notice of meeting (2) The notice of the meeting of shareholders of each amalgamating corporation shall include or be accompanied by, (a)  a copy or summary of the amalgamation agreement; and (b)  a statement that a dissenting shareholder is entitled to be paid the fair value of the shares in accordance with section 185, but failure to make that statement does not invalidate an amalgamation.  R.S.O. 1990, c. B.16, s. 176 (2). Voting by class, etc. (3) The holders of a class or series of shares of an amalgamating corporation, whether or not they are otherwise entitled to vote, are entitled to vote separately as a class or series in respect of an amalgamation if the amalgamation agreement contains a provision that, if contained in a proposed amendment to the articles, would entitle such holders to vote separately as a class or series under section 170.  R.S.O. 1990, c. B.16, s. 176 (3). Adoption of amalgamation agreement (4) An amalgamation agreement is adopted when the shareholders of each amalgamating corporation have approved of the amalgamation by a special resolution of the holders of the shares of each class or series entitled to vote thereon.  R.S.O. 1990, c. B.16, s. 176 (4). Termination of agreement (5) An amalgamation agreement may provide that at any time before the endorsement of a certificate of amalgamation the agreement may be terminated by the directors of an amalgamating corporation, despite approval of the agreement by the shareholders of all or any of the amalgamating corporations.  R.S.O. 1990, c. B.16, s. 176 (5); 2017, c. 20, Sched. 6, s. 16. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 16 - 14/11/2017
177 (1) A holding corporation and one or more of its subsidiary corporations may amalgamate and continue as one corporation without complying with sections 175 and 176 if, (a)  the amalgamation is approved by a resolution of the directors of each amalgamating corporation; (a.1)  all of the issued shares of each amalgamating subsidiary corporation are held by one or more of the other amalgamating corporations; and (b)  the resolutions provide that, (i)  the shares of each amalgamating subsidiary corporation shall be cancelled without any repayment of capital in respect thereof, (i.1)  the by-laws of the amalgamated corporation shall be the same as the by-laws of the amalgamating holding corporation, (ii)  except as may be prescribed, the articles of amalgamation shall be the same as the articles of the amalgamating holding corporation, and (iii)  no securities shall be issued and no assets shall be distributed by the amalgamated corporation in connection with the amalgamation.  R.S.O. 1990, c. B.16, s. 177 (1); 1994, c. 27, s. 71 (21); 1998, c. 18, Sched. E, s. 24. Amalgamation of subsidiaries (2) Two or more wholly-owned subsidiary corporations of the same holding body corporate may amalgamate and continue as one corporation without complying with sections 175 and 176 if, (a)  the amalgamation is approved by a resolution of the directors of each amalgamating corporation; and (b)  the resolutions provide that, (i)  the shares of all but one of the amalgamating subsidiary corporations shall be cancelled without any repayment of capital in respect thereof, (i.1)  the by-laws of the amalgamated corporation shall be the same as the by-laws of the amalgamating subsidiary corporation whose shares are not cancelled, (ii)  except as may be prescribed, the articles of amalgamation shall be the same as the articles of the amalgamating subsidiary corporation whose shares are not cancelled, and (iii)  the stated capital of the amalgamating subsidiary corporations whose shares are cancelled shall be added to the stated capital of the amalgamating subsidiary corporation whose shares are not cancelled.  R.S.O. 1990, c. B.16, s. 177 (2); 1994, c. 27, s. 71 (22). Section Amendments with date in force (d/m/y) 1994, c. 27, s. 71 (21, 22) - 01/03/1995 1998, c. 18, Sched. E, s. 24 - 01/03/1999
178 (1) Subject to subsection 176 (5), after an amalgamation has been adopted under section 176 or approved under section 177, articles of amalgamation and any other required documents and information shall be sent to the Director. 2017, c. 20, Sched. 6, s. 17. Director’s statement (2) The articles of amalgamation shall have attached thereto a statement of a director or an officer of each amalgamating corporation stating that, (a)  there are reasonable grounds for believing that, (i)  each amalgamating corporation is and the amalgamated corporation will be able to pay its liabilities as they become due, and (ii)  the realizable value of the amalgamated corporation’s assets will not be less than the aggregate of its liabilities and stated capital of all classes; (b)  there are reasonable grounds for believing that, (i)  no creditor will be prejudiced by the amalgamation, or (ii)  adequate notice has been given to all known creditors of the amalgamating corporations; (c)  the grounds upon which the objections of all creditors who have notified the corporation that they object to the amalgamation, setting forth with reasonable particularity the grounds for such objections, are either frivolous or vexatious; and (d)  the corporation has given notice to each person who has, in the manner referred to in clause (c), notified the corporation of an objection to the amalgamation, that, (i)  the grounds upon which the person’s objection is based are considered to be frivolous or vexatious, and (ii)  a creditor of a corporation who objects to an amalgamation has the status of a complainant under section 248.  R.S.O. 1990, c. B.16, s. 178 (2). Notice (3) For the purposes of subsection (2), adequate notice is given if, (a)  a notice in writing is sent to each known creditor having a claim against the corporation that exceeds $2,500, at the last address of the creditor known to the corporation; (b)  a notice is published once in a newspaper published or distributed in the place where the corporation has its registered office; and (c)  each notice states that the corporation intends to amalgamate with one or more specified corporations in accordance with this Act unless a creditor of the corporation objects to the amalgamation within thirty days from the date of the notice.  R.S.O. 1990, c. B.16, s. 178 (3). Certificate of amalgamation (4) Upon receipt of articles of amalgamation and any other required documents and information, the Director shall endorse the articles, in accordance with section 273, with a certificate which shall constitute the certificate of amalgamation. 2017, c. 20, Sched. 6, s. 17. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 17 - 19/10/2021
179 Upon the articles of amalgamation becoming effective, (a)  the amalgamating corporations are amalgamated and continue as one corporation under the terms and conditions prescribed in the amalgamation agreement; (a.1)  the amalgamating corporations cease to exist as entities separate from the amalgamated corporation; (b)  the amalgamated corporation possesses all the property, rights, privileges and franchises and is subject to all liabilities, including civil, criminal and quasi-criminal, and all contracts, disabilities and debts of each of the amalgamating corporations; (c)  a conviction against, or ruling, order or judgment in favour or against an amalgamating corporation may be enforced by or against the amalgamated corporation; (d)  the articles of amalgamation are deemed to be the articles of incorporation of the amalgamated corporation and, except for the purposes of subsection 117 (1), the certificate of amalgamation is deemed to be the certificate of incorporation of the amalgamated corporation; and (e)  the amalgamated corporation shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against an amalgamating corporation before the amalgamation has become effective.  R.S.O. 1990, c. B.16, s. 179; 2004, c. 19, s. 3 (5). Section Amendments with date in force (d/m/y) 2004, c. 19, s. 3 (5) - 01/06/2005
181.1 (1) A corporation may, if it is authorized by the shareholders and the Director in accordance with this section, apply under the Co-operative Corporations Act to be continued as a co-operative corporation.  1994, c. 17, s. 30. Notice to shareholders (2) The notice of the meeting of shareholders to authorize an application under subsection (1) must include or be accompanied by a statement that a dissenting shareholder is entitled to be paid the fair value of the shares in accordance with section 185 but failure to make that statement does not invalidate an authorization under clause (3) (a).  1994, c. 17, s. 30. Authorization (3) An application for continuance is authorized, (a)  by the shareholders, when the shareholders voting thereon have approved of the continuance by a special resolution; and (b)  by the Director when, following receipt from the corporation of an application and any other required documents and information, the Director endorses the application with an authorization.  1994, c. 17, s. 30; 2017, c. 20, Sched. 6, s. 20 (1). Abandoning application (4) The directors of a corporation may, if authorized by the shareholders, abandon an application without further approval of the shareholders.  1994, c. 17, s. 30. Time limit to Director’s authorization (5) The authorization of the Director for an application for continuance expires six months after the date of endorsement of the authorization unless, within the six-month period, the corporation is continued under the Co-operative Corporations Act.  2000, c. 26, Sched. B, s. 3 (8); 2017, c. 20, Sched. 6, s. 20 (2). (6) Repealed: 2017, c. 20, Sched. 6, s. 20 (3). Act ceases to apply (7) This Act ceases to apply to the corporation on the date upon which the corporation is continued under the Co-operative Corporations Act.  1994, c. 17, s. 30. Section Amendments with date in force (d/m/y) 1994, c. 17, s. 30 - 23/06/1994 2000, c. 26, Sched. B, s. 3 (8) - 06/12/2000 2017, c. 20, Sched. 6, s. 20 (1, 3) - 19/10/2021; 2017, c. 20, Sched. 6, s. 20 (2) - 14/11/2017
181.2 (1) A corporation may, if it is authorized by the shareholders in accordance with this section, apply under the Not-for-Profit Corporations Act, 2010 to be continued as a corporation without share capital. 2017, c. 20, Sched. 6, s. 21. Notice to shareholders (2) The notice of the meeting of shareholders to authorize an application under subsection (1) must include or be accompanied by a statement that a dissenting shareholder is entitled to be paid the fair value of the shares in accordance with section 185, but failure to make that statement does not invalidate an authorization under subsection (3). 2017, c. 20, Sched. 6, s. 21. Authorization (3) An application for continuance is authorized by the shareholders when the shareholders voting on it have approved of the continuance by a special resolution in accordance with section 115 of the Not-for-Profit Corporations Act, 2010. 2017, c. 20, Sched. 6, s. 21. Abandoning application (4) The directors of a corporation may, if authorized by the shareholders, abandon an application without further approval of the shareholders. 2017, c. 20, Sched. 6, s. 21. Act ceases to apply (5) This Act ceases to apply to the corporation on the date upon which the corporation is continued under the Not-for-Profit Corporations Act, 2010. 2017, c. 20, Sched. 6, s. 21. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 21 - 19/10/2021
183 (1) After an order referred to in clause 182 (5) (f) has been made, articles of arrangement and any other required documents and information shall be sent to the Director. 2017, c. 20, Sched. 6, s. 23. Certificate of arrangement (2) Upon receipt of articles of arrangement and any other required documents and information, the Director shall endorse the articles, in accordance with section 273, with a certificate which shall constitute the certificate of arrangement. 2017, c. 20, Sched. 6, s. 23. Effective date of articles of arrangement (3) Articles of arrangement are effective on the date shown in the certificate of arrangement. 2017, c. 20, Sched. 6, s. 23. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 23 - 19/10/2021
186 (1) In this section, “reorganization” means a court order made under section 248, an order made under the Bankruptcy and Insolvency Act
(Canada) or an order made under the Companies Creditors Arrangement Act (Canada) approving a proposal.  2000, c. 26, Sched. B, s. 3 (9). Articles amended (2) If a corporation is subject to a reorganization, its articles may be amended by the order to effect any change that might lawfully be made by an amendment under section 168.  R.S.O. 1990, c. B.16, s. 186 (2). Auxiliary powers of court (3) Where a reorganization is made, the court making the order may also, (a)  authorize the issue of debt obligations of the corporation, whether or not convertible into shares of any class or having attached any rights or options to acquire shares of any class, and fix the terms thereof; and (b)  appoint directors in place of or in addition to all or any of the directors then in office.  R.S.O. 1990, c. B.16, s. 186 (3). Articles of reorganization (4) After a reorganization has been made, articles of reorganization and any other required documents and information shall be sent to the Director. 2017, c. 20, Sched. 6, s. 25. Certificate (5) Upon receipt of articles of reorganization and any other required documents and information, the Director shall endorse the articles, in accordance with section 273, with a certificate which shall constitute the certificate of amendment, and the articles are amended accordingly. 2017, c. 20, Sched. 6, s. 25. No dissent (6) A shareholder is not entitled to dissent under section 185 if an amendment to the articles is effected under this section.  R.S.O. 1990, c. B.16, s. 186 (6). Section Amendments with date in force (d/m/y) 2000, c. 26, Sched. B, s. 3 (9) - 06/12/2000 2017, c. 20, Sched. 6, s. 25 - 19/10/2021 PART XV   COMPULSORY ACQUISITIONS
187 (1) This Part applies only to an offering corporation.  R.S.O. 1990, c. B.16, s. 187 (1). Definitions (2) In this Part, “dissenting offeree” means a person to whom a take-over bid or issuer bid is made who does not accept the take-over bid or issuer bid and includes a person who subsequently acquires a security that is the subject of the bid; (“pollicité dissident”) “equity security” means any security other than a debt obligation of a corporation; (“titre de participation”) “issuer bid” means an offer made by a corporation to security holders to purchase, redeem or otherwise acquire any or all of a class of the securities of the corporation, other than where, (a)  the securities to be purchased, redeemed or otherwise acquired are debt securities that are not convertible into equity securities, (b)  the securities are to be purchased, redeemed or otherwise acquired in accordance with the terms and conditions thereof or otherwise agreed to at the time they were issued or subsequently varied by amendment of the documents setting out those terms and conditions, or are acquired to meet sinking fund requirements or from an employee or a former employee of the issuer or of an affiliate, or (c)  the purchases, redemptions or other acquisitions to be made are required by the instrument creating or governing the class of securities or by this Act; (“offre de l’émetteur”) “offeree” means a person to whom a take-over bid or an issuer bid is made; (“pollicité”) “offeree corporation” means a corporation whose securities are the subject of a take-over bid; (“société pollicitée”) “offeror” means a person, other than an agent, who makes a take-over bid or an issuer bid; (“pollicitant”) “take-over bid” means an offer made to security holders of an offeree corporation to purchase directly or indirectly voting securities of the offeree corporation, where the voting securities that are the subject of the offer to purchase, the acceptance of the offer to sell or the combination thereof, as the case may be, together with the securities currently owned by the offeror, its affiliates and associates will carry, in the aggregate, 10 per cent or more of the voting rights attached to the voting securities of the offeree corporation that would be outstanding on exercise of all currently exercisable rights of purchase, conversion or exchange relating to voting securities of the offeree corporation; (“offre d’achat visant à la mainmise”) “voting security” includes, (a)  a security currently convertible into a voting security or into another security that is convertible into a voting security, (b)  a currently exercisable option or right to acquire a voting security or another security that is convertible into a voting security, or (c)  a security carrying an option or right referred to in clause (b). (“valeur mobilière avec droit de vote”)  R.S.O. 1990, c. B.16, s. 187 (2). Section Amendments with date in force (d/m/y) 2011, c. 1, Sched. 2, s. 1 (12) - no effect - see 2017, c. 2, Sched. 12, s. 9 - 22/ 03/2017
191 In sections 193 to 236, “contributory” means a person who is liable to contribute to the property of a corporation in the event of the corporation being wound up under this Act.  R.S.O. 1990, c. B.16, s. 191.
192 Sections 193 to 205 apply to corporations being wound up voluntarily.  R.S.O. 1990, c. B.16, s. 192.
193 (1) The shareholders of a corporation may, by special resolution, require the corporation to be wound up voluntarily.  R.S.O. 1990, c. B.16, s. 193 (1). Appointment of liquidator (2) At such meeting, the shareholders shall appoint one or more persons, who may be directors, officers or employees of the corporation, as liquidator of the estate and effects of the corporation for the purpose of winding up its business and affairs and distributing its property, and may at that or any subsequent meeting fix the liquidator’s remuneration and the costs, charges and expenses of the winding up.  R.S.O. 1990, c. B.16, s. 193 (2). Review of remuneration by court (3) On the application of any shareholder or creditor of the corporation or of the liquidator, the court may review the remuneration of the liquidator and, whether or not the remuneration has been fixed in accordance with subsection (2), the court may fix and determine the remuneration at such amount as it thinks proper.  R.S.O. 1990, c. B.16, s. 193 (3). Notice of resolution (4) A corporation shall file notice, in the approved form, of a resolution requiring the voluntary winding up of the corporation with the Director within 10 days after the resolution has been passed. 2017, c. 20, Sched. 6, s. 26. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 26 - 19/10/2021
194 The shareholders of a corporation being wound up voluntarily may delegate to any committee of shareholders, contributories or creditors, hereinafter referred to as inspectors, the power of appointing the liquidator and filling any vacancy in the office of liquidator, or may enter into any arrangement with creditors of the corporation with respect to the powers to be exercised by the liquidator and the manner in which they are to be exercised.  R.S.O. 1990, c. B.16, s. 194.
195 If a vacancy occurs in the office of liquidator by death, resignation or otherwise, the shareholders may, subject to any arrangement the corporation may have entered into with its creditors upon the appointment of inspectors, fill such vacancy, and a meeting for that purpose may be called by the continuing liquidator, if any, or by any shareholder or contributory, and shall be deemed to have been duly held if called in the manner prescribed by the articles or by-laws of the corporation, or, in default thereof, in the manner prescribed by this Act for calling meetings of the shareholders of the corporation.  R.S.O. 1990, c. B.16, s. 195.
196 The shareholders of a corporation may by ordinary resolution passed at a meeting called for that purpose remove a liquidator appointed under section 193, 194 or 195, and in such case shall appoint a replacement.  R.S.O. 1990, c. B.16, s. 196.
197 A voluntary winding up commences at the time of the passing of the resolution requiring the winding up or at such later time as may be specified in the resolution.  R.S.O. 1990, c. B.16, s. 197.
198 A corporation being wound up voluntarily shall, from the commencement of its winding up, cease to carry on its undertaking, except in so far as may be required as beneficial for the winding up thereof, and all transfers of shares, except transfers made to or with the sanction of the liquidator taking place after the commencement of its winding up, are void, but its corporate existence and all its corporate powers, even if it is otherwise provided by its articles or by-laws, continue until its affairs are wound up.  R.S.O. 1990, c. B.16, s. 198.
199 After the commencement of a voluntary winding up, (a)  no action or other proceeding shall be commenced against the corporation; and (b)  no attachment, sequestration, distress or execution shall be put in force against the estate or effects of the corporation, except by leave of the court and subject to such terms as the court imposes.  R.S.O. 1990, c. B.16, s. 199.
200 (1) Upon a voluntary winding up, the liquidator, (a)  shall settle the list of contributories; and (b)  may, before the liquidator has ascertained the sufficiency of the property of the corporation, call on all or any of the contributories for the time being settled on the list of contributories to the extent of their liability to pay any sum that the liquidator considers necessary for satisfying the liabilities of the corporation and the costs, charges and expenses of winding up and for adjusting the rights of the contributories among themselves.  R.S.O. 1990, c. B.16, s. 200 (1). List is proof (2) A list settled by the liquidator under clause (1) (a) is, in the absence of evidence to the contrary, proof of the liability of the persons named therein to be contributories.  R.S.O. 1990, c. B.16, s. 200 (2). Default on calls (3) The liquidator in making a call under clause (1) (b) may take into consideration the probability that some of the contributories upon whom the call is made may partly or wholly fail to pay their respective portions of the call.  R.S.O. 1990, c. B.16, s. 200 (3).
201 (1) The liquidator may, during the continuance of the voluntary winding up, call meetings of the shareholders of the corporation for any purpose the liquidator thinks fit.  R.S.O. 1990, c. B.16, s. 201 (1). Where winding up continues more than one year (2) Where a voluntary winding up continues for more than one year, the liquidator shall call a meeting of the shareholders of the corporation at the end of the first year and of each succeeding year from the commencement of the winding up, and the liquidator shall lay before the meeting an account showing the liquidator’s acts and dealings and the manner in which the winding up has been conducted during the immediately preceding year.  R.S.O. 1990, c. B.16, s. 201 (2).
202 The liquidator, with the approval of the shareholders of the corporation or the inspectors, may make such compromise or other arrangement as the liquidator thinks expedient with any creditor or person claiming to be a creditor or having or alleging that he, she or it has a claim, present or future, certain or contingent, liquidated or unliquidated, against the corporation or whereby the corporation may be rendered liable.  R.S.O. 1990, c. B.16, s. 202.
203 The liquidator may, with the approval referred to in section 202, compromise all debts and liabilities capable of resulting in debts, and all claims, whether present or future, certain or contingent, liquidated or unliquidated, subsisting or supposed to subsist between the corporation and any contributory, alleged contributory or other debtor or person who may be liable to the corporation and all questions in any way relating to or affecting the property of the corporation, or the winding up of the corporation, upon the receipt of such sums payable at such times and generally upon such terms as are agreed, and the liquidator may take any security for the discharge of such debts or liabilities and give a complete discharge in respect thereof.  R.S.O. 1990, c. B.16, s. 203.
204 (1) Where a corporation is proposed to be or is in the course of being wound up voluntarily and it is proposed to transfer the whole or a portion of its business or property to another body corporate, the liquidator, with the approval of a resolution of the shareholders of the corporation conferring either a general authority on the liquidator or an authority in respect of any particular arrangement, may receive, in compensation or in part-compensation for the transfer, cash or shares or other like interest in the purchasing body corporate or any other body corporate for the purpose of distribution among the creditors or shareholders of the corporation that is being wound up in the manner set forth in the arrangement, or may, in lieu of receiving cash or shares or other like interest, or in addition thereto, participate in the profits of or receive any other benefit from the purchasing body corporate or any other body corporate.  R.S.O. 1990, c. B.16, s. 204 (1). Confirmation of sale or arrangement (2) A transfer made or arrangement entered into by the liquidator under this section is not binding on the shareholders of the corporation that is being wound up unless the transfer or arrangement is approved in accordance with subsections 184 (3), (6) and (7).  R.S.O. 1990, c. B.16, s. 204 (2). Where resolution not invalid (3) No resolution is invalid for the purposes of this section because it was passed before or concurrently with a resolution for winding up the corporation or for appointing the liquidator.  R.S.O. 1990, c. B.16, s. 204 (3).
205 (1) The liquidator shall make up an account showing the manner in which the winding up has been conducted and the property of the corporation disposed of, and thereupon shall call a meeting of the shareholders of the corporation for the purpose of having the account laid before them and hearing any explanation that may be given by the liquidator, and the meeting shall be called in the manner prescribed by the articles or by-laws or, in default thereof, in the manner prescribed by this Act for the calling of meetings of shareholders.  R.S.O. 1990, c. B.16, s. 205 (1). Notice that meeting was held (2) The liquidator shall, within 10 days after the meeting is held, file a notice in the approved form with the Director stating that the meeting was held and the date of the meeting. 2017, c. 20, Sched. 6, s. 27. Dissolution (3) Subject to subsection (4), on the expiration of three months after the date of the filing of the notice, the corporation is dissolved.  R.S.O. 1990, c. B.16, s. 205 (3). Extension (4) At any time during the three-month period mentioned in subsection (3), the court may, on the application of the liquidator or any other person interested, make an order deferring the date on which the dissolution of the corporation is to take effect to a date fixed in the order, and in such event the corporation is dissolved on the date so fixed.  R.S.O. 1990, c. B.16, s. 205 (4). Dissolution by court order (5) Despite anything in this Act, the court at any time after the affairs of the corporation have been fully wound up may, upon the application of the liquidator or any other person interested, make an order dissolving it, and it is dissolved on the date fixed in the order.  R.S.O. 1990, c. B.16, s. 205 (5). Copy of extension order to be filed (6) The person on whose application an order was made under subsection (4) or (5) shall file with the Director, within 10 days after the order was made, a certified copy of the order, a notarial copy of the certified copy or any other type of copy of the order permitted by the Director. 2017, c. 20, Sched. 6, s. 27. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 27 - 19/10/2021
206 Sections 207 to 218 apply to corporations being wound up by order of the court.  R.S.O. 1990, c. B.16, s. 206.
207 (1) A corporation may be wound up by order of the court, (a)  where the court is satisfied that in respect of the corporation or any of its affiliates, (i)  any act or omission of the corporation or any of its affiliates effects a result, (ii)  the business or affairs of the corporation or any of its affiliates are or have been carried on or conducted in a manner, or (iii)  the powers of the directors of the corporation or any of its affiliates are or have been exercised in a manner, that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of any security holder, creditor, director or officer; or (b)  where the court is satisfied that, (i)  a unanimous shareholder agreement entitled a complaining shareholder to demand dissolution of the corporation after the occurrence of a specified event and that event has occurred, (ii)  proceedings have been begun to wind up voluntarily and it is in the interest of contributories and creditors that the proceedings should be continued under the supervision of the court, (iii)  the corporation, though it may not be insolvent, cannot by reason of its liabilities continue its business and it is advisable to wind it up, or (iv)  it is just and equitable for some reason, other than the bankruptcy or insolvency of the corporation, that it should be wound up; or (c)  where the shareholders by special resolution authorize an application to be made to the court to wind up the corporation.  R.S.O. 1990, c. B.16, s. 207 (1). Court order (2) Upon an application under this section, the court may make such order under this section or section 248 as it thinks fit.  R.S.O. 1990, c. B.16, s. 207 (2).
208 (1) A winding-up order may be made upon the application of the corporation or of a shareholder or, where the corporation is being wound up voluntarily, of the liquidator or of a contributory or of a creditor having a claim of $2,500 or more.  R.S.O. 1990, c. B.16, s. 208 (1). Notice (2) Except where the application is made by the corporation, four days’ notice of the application shall be given to the corporation before the making of the application.  R.S.O. 1990, c. B.16, s. 208 (2).
209 The court may make the order applied for, may dismiss the application with or without costs, may adjourn the hearing conditionally or unconditionally or may make any interim or other order as is considered just, and upon the making of the order may, according to its practice and procedure, refer the proceedings for the winding up to an officer of the court for inquiry and report and may authorize the officer to exercise such powers of the court as are necessary for the reference.  R.S.O. 1990, c. B.16, s. 209.
210 (1) The court in making the winding-up order may appoint one or more persons as liquidator of the estate and effects of the corporation for the purpose of winding up its business and affairs and distributing its property.  R.S.O. 1990, c. B.16, s. 210 (1). Remuneration (2) The court may at any time fix the remuneration of the liquidator.  R.S.O. 1990, c. B.16, s. 210 (2). Vacancy (3) If a liquidator appointed by the court dies or resigns or the office becomes vacant for any reason, the court may by order fill the vacancy.  R.S.O. 1990, c. B.16, s. 210 (3). Notice of appointment (4) A liquidator appointed by the court under this section shall forthwith give to the Director notice in the approved form of the liquidator’s appointment. 2017, c. 20, Sched. 6, s. 28. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 28 - 19/10/2021
211 The court may by order remove for cause a liquidator appointed by it, and in such case shall appoint a replacement.  R.S.O. 1990, c. B.16, s. 211.
212 The costs, charges and expenses of a winding up by order of the court shall be assessed by an assessment officer of the Superior Court of Justice.  R.S.O. 1990, c. B.16, s. 212; 2001, c. 9, Sched. D, s. 2 (4). Section Amendments with date in force (d/m/y) 2001, c. 9, Sched. D, s. 2 (4) - 29/06/2001
213 Where a winding-up order is made by the court without prior voluntary winding-up proceedings, the winding up shall, unless a court otherwise orders, be deemed to commence at the time of the service of notice of the application, and, where the application is made by the corporation, at the time the application is made.  R.S.O. 1990, c. B.16, s. 213.