jswizzle3737/ontario_laws_and_regs huggingface dataset:
120 Where the articles provide for cumulative voting, (a)  each shareholder entitled to vote at an election of directors has the right to cast a number of votes equal to the number of votes attached to the shares held by the shareholder multiplied by the number of directors to be elected, and the shareholder may cast all such votes in favour of one candidate or distribute them among the candidates in any manner; (b)  a separate vote of shareholders shall be taken with respect to each candidate nominated for director unless a resolution is passed unanimously permitting two or more persons to be elected by a single resolution; (c)  if a shareholder has voted for more than one candidate without specifying the distribution of the shareholder’s votes among the candidates, the shareholder is deemed to have distributed the shareholder’s votes equally among the candidates for whom the shareholder voted; (d)  if the number of candidates nominated for director exceeds the number of positions to be filled, the candidates who receive the least number of votes shall be eliminated until the number of candidates remaining equals the number of positions to be filled; (e)  each director ceases to hold office at the close of the first annual meeting of shareholders following his or her election; (f)  a director may not be removed from office if the votes cast against the director’s removal would be sufficient to elect him or her and such votes could be voted cumulatively at an election at which the same total number of votes were cast and the number of directors required by the articles were then being elected; (g)  the number of directors required by the articles may not be decreased if the votes cast against the motion to decrease would be sufficient to elect a director and such votes could be voted cumulatively at an election at which the same total number of votes were cast and the number of directors required by the articles were then being elected; and (h)  the articles shall require a fixed number and not a minimum and maximum number of directors.  R.S.O. 1990, c. B.16, s. 120.
121 (1) A director of a corporation ceases to hold office when he or she, (a)  dies or, subject to subsection 119 (2), resigns; (b)  is removed in accordance with section 122; or (c)  becomes disqualified under subsection 118 (1).  R.S.O. 1990, c. B.16, s. 121 (1). Idem (2) A resignation of a director becomes effective at the time a written resignation is received by the corporation or at the time specified in the resignation, whichever is later.  R.S.O. 1990, c. B.16, s. 121 (2).
122 (1) Subject to clause 120 (f), the shareholders of a corporation may by ordinary resolution at an annual or special meeting remove any director or directors from office.  R.S.O. 1990, c. B.16, s. 122 (1). Idem (2) Where the holders of any class or series of shares of a corporation have an exclusive right to elect one or more directors, a director so elected may only be removed by an ordinary resolution at a meeting of the shareholders of that class or series.  R.S.O. 1990, c. B.16, s. 122 (2). Idem (3) Subject to clauses 120 (a) to (d), a vacancy created by the removal of a director may be filled at the meeting of the shareholders at which the director is removed or, if not so filled, may be filled under section 124.  R.S.O. 1990, c. B.16, s. 122 (3).
123 (1) A director of a corporation is entitled to receive notice of and to attend and be heard at every meeting of shareholders.  R.S.O. 1990, c. B.16, s. 123 (1). Idem (2) A director who, (a)  resigns; (b)  receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing him or her from office; or (c)  receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed or elected to fill the office of director, whether because of the resignation or removal of the director or because his or her term of office has expired or is about to expire, is entitled to submit to the corporation a written statement giving the reasons for the director’s resignation or the reasons why he or she opposes any proposed action or resolution, as the case may be.  R.S.O. 1990, c. B.16, s. 123 (2). Distribution of statement (3) Upon receiving a statement under subsection (2), a corporation shall forthwith send a copy of the statement to every shareholder entitled to receive notice of meetings of shareholders unless the statement is included in or attached to a management information circular required by section 112.  R.S.O. 1990, c. B.16, s. 123 (3); 2004, c. 19, s. 3 (3). No liability (4) No corporation or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (3).  R.S.O. 1990, c. B.16, s. 123 (4). Section Amendments with date in force (d/m/y) 2004, c. 19, s. 3 (3) - 01/06/2005
124 (1) Subject to subsections (2), (4) and (5) of this section, a quorum of directors may fill a vacancy among the directors, except a vacancy resulting from, (a)  an increase in the number of directors otherwise than in accordance with subsection (2), or in the maximum number of directors, as the case may be; or (b)  a failure to elect the number of directors required to be elected at any meeting of shareholders.  R.S.O. 1990, c. B.16, s. 124 (1); 2023, c. 9, Sched. 4, s. 9. Appointment of directors subsequent to annual meeting (2) Where a special resolution passed under subsection 125 (3) empowers the directors of a corporation the articles of which provide for a minimum and maximum number of directors to determine the number of directors, the directors may not, between meetings of shareholders, appoint an additional director if, after such appointment, the total number of directors would be greater than one and one-third times the number of directors required to have been elected at the last annual meeting of shareholders.  R.S.O. 1990, c. B.16, s. 124 (2). Election of directors to make quorum (3) If there is not a quorum of directors, or if there has been a failure to elect the number of directors required by the articles or by section 125, the directors then in office shall forthwith call a special meeting of shareholders to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any shareholder.  R.S.O. 1990, c. B.16, s. 124 (3). Where elected by class of shareholders (4) Where the holders of any class or series of shares of a corporation have an exclusive right to elect one or more directors and a vacancy occurs among those directors, (a)  subject to subsection (5), the remaining directors elected by that class or series may fill the vacancy except a vacancy resulting from an increase in the number of directors for that class or series or from a failure to elect the number of directors for that class or series; or (b)  if there are no such remaining directors, any holder of shares of that class or series may call a meeting of the holders thereof for the purpose of filling the vacancy.  R.S.O. 1990, c. B.16, s. 124 (4). Idem, where no quorum (5) The articles may provide that a vacancy among the directors shall only be filled by a vote of the shareholders, or by a vote of the holders of any class or series of shares having an exclusive right to elect one or more directors if the vacancy occurs among the directors elected by that class or series.  R.S.O. 1990, c. B.16, s. 124 (5). Term (6) A director appointed or elected to fill a vacancy holds office for the unexpired term of the director’s predecessor.  R.S.O. 1990, c. B.16, s. 124 (6). Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 4, s. 9 - 01/10/2023
125 (1) A corporation may increase or decrease the number, or the minimum or maximum number, of its directors in accordance with clause 168 (1) (m), but no decrease in the number of directors shall shorten the term of an incumbent director.  R.S.O. 1990, c. B.16, s. 125 (1). Articles amendment (2) Where a corporation has increased or decreased the number of directors by special by-law under a predecessor of this Act, the special by-law shall be deemed to constitute an amendment to its articles.  R.S.O. 1990, c. B.16, s. 125 (2). Number of directors (3) Where a minimum and maximum number of directors of a corporation is provided for in its articles, the number of directors of the corporation and the number of directors to be elected at the annual meeting of the shareholders shall be such number as shall be determined from time to time by special resolution or, if the special resolution empowers the directors to determine the number, by resolution of the directors.  R.S.O. 1990, c. B.16, s. 125 (3). Idem (4) Where no resolution has been passed under subsection (3), the number of directors of the corporation shall be the number of directors named in its articles.  R.S.O. 1990, c. B.16, s. 125 (4). (5) Repealed:  1998, c. 18, Sched. E, s. 22 (1). (6) Repealed:  1998, c. 18, Sched. E, s. 22 (2). Section Amendments with date in force (d/m/y) 1998, c. 18, Sched. E, s. 22 (1, 2) - 01/03/1999
127 (1) Subject to the articles or by-laws, directors of a corporation may appoint from their number a managing director or a committee of directors and delegate to such managing director or committee any of the powers of the directors.  2006, c. 34, Sched. B, s. 21 (1). (2) Repealed:  2006, c. 34, Sched. B, s. 21 (2). Limitations on authority (3) Despite subsection (1), no managing director and no committee of directors has authority to, (a)  submit to the shareholders any question or matter requiring the approval of the shareholders; (b)  fill a vacancy among the directors or in the office of auditor or appoint or remove any of the chief executive officers, however designated, the chief financial officer, however designated, the chair or the president of the corporation; (c)  subject to section 184, issue securities except in the manner and on the terms authorized by the directors; (d)  declare dividends; (e)  purchase, redeem or otherwise acquire shares issued by the corporation; (f)  pay a commission referred to in section 37; (g)  approve a management information circular referred to in Part VIII; (h)  approve a take-over bid circular, directors’ circular or issuer bid circular referred to in Part XX of the Securities Act; (i)  approve any financial statements referred to in clause 154 (1) (b) of the Act and Part XVIII of the Securities Act; (i.1)  approve an amalgamation under section 177 or an amendment to the articles under subsection 168 (2) or (4); or (j)  adopt, amend or repeal by-laws.  R.S.O. 1990, c. B.16, s. 127 (3); 1994, c. 27, s. 71 (16). Section Amendments with date in force (d/m/y) 1994, c. 27, s. 71 (16) - 01/03/1995 2006, c. 34, Sched. B, s. 21 (1, 2) - 01/08/2007
128 An act done by a director or by an officer is not invalid by reason only of any defect that is thereafter discovered in his or her appointment, election or qualification.  R.S.O. 1990, c. B.16, s. 128.
129 (1) A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors or a committee of directors, is as valid as if it had been passed at a meeting of directors or a committee of directors.  R.S.O. 1990, c. B.16, s. 129 (1). Copy to be kept (2) A copy of every resolution passed under subsection (1) shall be kept with the minutes of the proceedings of the directors or committee of directors.  R.S.O. 1990, c. B.16, s. 129 (2). Evidence (3) An entry in the minutes of a meeting to the effect that the chair of the meeting declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. 2017, c. 2, Sched. 12, s. 1 (9). Section Amendments with date in force (d/m/y) 2017, c. 2, Sched. 12, s. 1 (9) - 22/03/2017
130 (1) Directors of a corporation who vote for or consent to a resolution authorizing the issue of a share for a consideration other than money contrary to section 23 are jointly and severally liable to the corporation to make good any amount by which the consideration received is less than the fair equivalent of the money that the corporation would have received if the share had been issued for money on the date of the resolution.  R.S.O. 1990, c. B.16, s. 130 (1). Idem (2) Directors of a corporation who vote for or consent to a resolution authorizing, (a)  Repealed:  2006, c. 34, Sched. B, s. 22 (1). (b)  a purchase, redemption or other acquisition of shares contrary to section 30, 31 or 32; (c)  a commission contrary to section 37; (d)  a payment of a dividend contrary to section 38; (e)  a payment of an indemnity contrary to section 136; or (f)  a payment to a shareholder contrary to section 185 or 248, are jointly and severally liable to restore to the corporation any amounts so distributed or paid and not otherwise recovered by the corporation.  R.S.O. 1990, c. B.16, s. 130 (2); 2006, c. 34, Sched. B, s. 22 (1). Joint liability (3) A director who has satisfied a judgment rendered under this section is entitled to contribution from the other directors who voted for or consented to the unlawful act upon which the judgment was founded.  R.S.O. 1990, c. B.16, s. 130 (3). Application to court (4) A director liable under subsection (2) is entitled to apply to the court for an order compelling a shareholder or other recipient to pay or deliver to the director any money or property that was paid or distributed to the shareholder or other recipient contrary to section 30, 31, 32, 37, 38, 136, 185 or 248.  R.S.O. 1990, c. B.16, s. 130 (4); 2006, c. 34, Sched. B, s. 22 (2). What court may order (5) In connection with an application under subsection (4), the court may, if it is satisfied that it is equitable to do so, (a)  order a shareholder or other recipient to pay or deliver to a director any money or property that was paid or distributed to the shareholder or other recipient contrary to section 30, 31, 32, 37, 38, 136, 185 or 248; (b)  order a corporation to return or issue shares to a person from whom the corporation has purchased, redeemed or otherwise acquired shares; or (c)  make any further order it thinks fit.  R.S.O. 1990, c. B.16, s. 130 (5); 2006, c. 34, Sched. B, s. 22 (3). Exception to subs. (1) (6) A director is not liable under subsection (1) if the director proves that he or she did not know and could not reasonably have known that the share was issued for a consideration less than the fair equivalent of the money that the corporation would have received if the share had been issued for money.  R.S.O. 1990, c. B.16, s. 130 (6). (7) Repealed:  2002, c. 24, Sched. B, s. 25. Section Amendments with date in force (d/m/y) 2002, c. 24, Sched. B, s. 25 - 01/01/2004 2006, c. 34, Sched. B, s. 22 (1-3) - 01/08/2007
131 (1) The directors of a corporation are jointly and severally liable to the employees of the corporation for all debts not exceeding six months’ wages that become payable while they are directors for services performed for the corporation and for the vacation pay accrued while they are directors for not more than twelve months under the Employment Standards Act, and the regulations thereunder, or under any collective agreement made by the corporation.  R.S.O. 1990, c. B.16, s. 131 (1). Limitation of liability (2) A director is liable under subsection (1) only if, (a)  the corporation is sued in the action against the director and execution against the corporation is returned unsatisfied in whole or in part; or (b)  before or after the action is commenced, the corporation goes into liquidation, is ordered to be wound up or makes an authorized assignment under the Bankruptcy and Insolvency Act
(Canada), or a receiving order under that Act is made against it, and, in any such case, the claim for the debt has been proved.  2002, c. 24, Sched. B, s. 27 (1). Idem (3) Where execution referred to in clause (2) (b) has issued, the amount recoverable from a director is the amount remaining unsatisfied after execution.  R.S.O. 1990, c. B.16, s. 131 (3). Rights of director who pays debt (4) Where a director pays a debt under subsection (1) that is proved in liquidation and dissolution or bankruptcy proceedings, the director is entitled to any preference that the employee would have been entitled to, and where a judgment has been obtained the director is entitled to an assignment of the judgment.  R.S.O. 1990, c. B.16, s. 131 (4). Idem (5) A director who has satisfied a claim under this section is entitled to contribution from the other directors who were liable for the claim.  R.S.O. 1990, c. B.16, s. 131 (5). Section Amendments with date in force (d/m/y) 2002, c. 24, Sched. B, s. 27 (1) - 01/01/2004
133 Subject to the articles, the by-laws or any unanimous shareholder agreement, (a)  the directors may designate the offices of the corporation, appoint officers, specify their duties and delegate to them powers to manage the business and affairs of the corporation, except, subject to section 184, powers to do anything referred to in subsection 127 (3); (b)  a director may be appointed to any office of the corporation; and (c)  two or more offices of the corporation may be held by the same person.  R.S.O. 1990, c. B.16, s. 133.
134 (1) Every director and officer of a corporation in exercising his or her powers and discharging his or her duties to the corporation shall, (a)  act honestly and in good faith with a view to the best interests of the corporation; and (b)  exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.  R.S.O. 1990, c. B.16, s. 134 (1); 2006, c. 34, Sched. B, s. 24. Duty to comply with Act, etc. (2) Every director and officer of a corporation shall comply with this Act, the regulations, articles, by-laws and any unanimous shareholder agreement.  R.S.O. 1990, c. B.16, s. 134 (2). Cannot contract out of liability (3) Subject to subsection 108 (5), no provision in a contract, the articles, the by-laws or a resolution relieves a director or officer from the duty to act in accordance with this Act and the regulations or relieves him or her from liability for a breach thereof.  R.S.O. 1990, c. B.16, s. 134 (3). Section Amendments with date in force (d/m/y) 2006, c. 34, Sched. B, s. 24 - 01/08/2007
135 (1) A director who is present at a meeting of directors or committee of directors is deemed to have consented to any resolution passed or action taken thereat unless the director, (a)  requests that his or her dissent be or his or her dissent is entered in the minutes of the meeting; (b)  sends a written dissent to the secretary of the meeting before the meeting is terminated; or (c)  sends a dissent by registered mail or delivers it to the registered office of the corporation immediately after the meeting is terminated.  R.S.O. 1990, c. B.16, s. 135 (1). Idem (2) A director who votes for or consents to a resolution is not entitled to dissent under subsection (1).  R.S.O. 1990, c. B.16, s. 135 (2). Idem (3) A director who was not present at a meeting at which a resolution was passed or action taken is deemed to have consented thereto unless within seven days after becoming aware of the resolution the director, (a)  causes his or her dissent to be placed with the minutes of the meeting; or (b)  sends his or her dissent by registered mail or delivers it to the registered office of the corporation.  R.S.O. 1990, c. B.16, s. 135 (3). Reasonable diligence defence (4) A director is not liable under section 130 and has complied with his or her duties under subsection 134 (2) if the director exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on, (a)  financial statements of the corporation represented to him or her by an officer of the corporation or in a written report of the auditor of the corporation to present fairly the financial position of the corporation in accordance with generally accepted accounting principles; (b)  an interim or other financial report of the corporation represented to him or her by an officer of the corporation to present fairly the financial position of the corporation in accordance with generally accepted accounting principles; (c)  a report or advice of an officer or employee of the corporation, where it is reasonable in the circumstances to rely on the report or advice; or (d)  a report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by any such person.  2006, c. 34, Sched. B, s. 25. Section Amendments with date in force (d/m/y) 2006, c. 34, Sched. B, s. 25 - 01/08/2007
137 Subject to the articles, the by-laws or any unanimous shareholder agreement, the directors of a corporation may fix the remuneration of the directors, officers and employees of the corporation.  R.S.O. 1990, c. B.16, s. 137. PART X   INSIDER LIABILITY
139 (1) Where this Act requires a record to be kept by a corporation, it may be kept in any form. 2023, c. 9, Sched. 4, s. 11. Guard against falsification of records (2) The corporation shall, (a)  take adequate precautions, appropriate to the means used, for guarding against the risk of falsifying the information recorded; and (b)  provide means for making the information available in an accurate and intelligible form within a reasonable time to any person lawfully entitled to examine the records.  R.S.O. 1990, c. B.16, s. 139 (2). Admissibility of records in evidence (3) The information in a record is admissible in evidence as proof, in the absence of evidence to the contrary, of all facts stated in the record, before and after dissolution of the corporation. 2023, c. 9, Sched. 4, s. 11. Exception (3.1) Subsection (3) does not apply to the register described in clause 140 (1) (e). 2015, c. 38, Sched. 7, s. 44 (1). False information (4) No person shall remove, withhold or destroy information required by this Act or the regulations to be recorded, or, (a)  record or assist in recording any information in a record; or (b)  make information purporting to be accurate available in a form referred to in clause (2) (b), knowing it to be untrue.  R.S.O. 1990, c. B.16, s. 139 (4). Section Amendments with date in force (d/m/y) 2015, c. 38, Sched. 7, s. 44 (1) - 10/12/2016 2023, c. 9, Sched. 4, s. 11 - 01/10/2023
140 (1) A corporation shall prepare and maintain, at its registered office or at such other place in Ontario designated by the directors, (a)  the articles and the by-laws and all amendments thereto, and a copy of any unanimous shareholder agreement known to the directors; (b)  minutes of meetings and resolutions of shareholders; (c)  a register of directors in which are set out the names and residence addresses, while directors, including the street and number, if any, and an e-mail address if one is provided, of all persons who are or have been directors of the corporation with the several dates on which each became or ceased to be a director; (d)  a securities register complying with section 141; (e)  a register of ownership interests in land complying with section 140.1; and (f)  a register of individuals with significant control over the corporation complying with section 140.2. R.S.O. 1990, c. B.16, s. 140 (1); 2015, c. 38, Sched. 7, s. 44 (2); 2019, c. 7, Sched. 6, s. 1; 2021, c. 40, Sched. 2, s. 2. Idem (2) In addition to the records described in subsection (1), a corporation shall prepare and maintain, (a)  adequate accounting records; and (b)  records containing minutes of meetings and resolutions of the directors and any committee thereof, but, provided the retention requirements of any taxing authority of Ontario, the government of Canada or any other jurisdiction to which the corporation is subject have been satisfied, the accounting records mentioned in clause (a) need only be retained by the corporation for six years from the end of the last fiscal period to which they relate.  R.S.O. 1990, c. B.16, s. 140 (2). Interpretation (3) For the purposes of clause (1) (b) and subsection (2), where a body corporate is continued under this Act, “records” includes similar records required by law to be maintained by the body corporate before it was so continued.  R.S.O. 1990, c. B.16, s. 140 (3). Transition (4) If a corporation is incorporated or continued under this Act or a predecessor of it before the day section 2 of the
Forfeited Corporate Property Act, 2015 comes into force, clause (1) (e) applies to the corporation on and after the second anniversary of the coming into force of that section, in respect of its ownership interests in land on and after that second anniversary. 2015, c. 38, Sched. 7, s. 44 (3). Same (5) If a corporation is incorporated or continued under this Act on or after the day section 2 of the Forfeited Corporate Property Act, 2015 comes into force, clause (1) (e) applies to the corporation on and after the day it is incorporated or continued, in respect of its ownership interests in land on and after the day it is incorporated or continued. 2015, c. 38, Sched. 7, s. 44 (3). Section Amendments with date in force (d/m/y) 2015, c. 38, Sched. 7, s. 44 (2, 3) - 10/12/2016 2019, c. 7, Sched. 6, s. 1 - 29/05/2019 2021, c. 40, Sched. 2, s. 2 - 01/01/2023
140.1 (1) A corporation shall prepare and maintain at its registered office a register of its ownership interests in land in Ontario. 2015, c. 38, Sched. 7, s. 44 (4). Same (2) The register shall, (a)  identify each property; and (b)  show the date the corporation acquired the property and, if applicable, the date the corporation disposed of it. 2015, c. 38, Sched. 7, s. 44 (4). Supporting documents (3) The corporation shall cause to be kept with the register a copy of any deeds, transfers or similar documents that contain any of the following with respect to each property listed in the register: 1.  The municipal address, if any. 2.  The registry or land titles division and the property identifier number. 3.  The legal description. 4.  The assessment roll number, if any. 2015, c. 38, Sched. 7, s. 44 (4). Section Amendments with date in force (d/m/y) 2015, c. 38, Sched. 7, s. 44 (4) - 10/12/2016
140.4 (1) The Minister may authorize a person to make any inquiries the person considers necessary with respect to the enforcement of sections 140.2 and 140.3. 2021, c. 40, Sched. 2, s. 3 (1). Duty to respond (2) A person shall promptly respond to inquiries made under subsection (1). 2021, c. 40, Sched. 2, s. 3 (1). Section Amendments with date in force (d/m/y) 2021, c. 40, Sched. 2, s. 3 (1) - 01/01/2023
141 (1) A corporation shall prepare and maintain at its registered office, or at any other place in Ontario designated by the directors, a securities register in which it records the securities issued by it in registered form, showing with respect to each class or series of securities, (a)  the names, alphabetically arranged of persons who, (i)  are or have been within six years registered as shareholders of the corporation, the address including the street and number, if any, and an e-mail address if one is provided, of every such person while a holder, and the number and class of shares registered in the name of such holder, (ii)  are or have been within six years registered as holders of debt obligations of the corporation, the address including the street and number, if any, and an e-mail address if one is provided, of every such person while a holder, and the class or series and principal amount of the debt obligations registered in the name of such holder, or (iii)  are or have been within six years registered as holders of warrants of the corporation, other than warrants exercisable within one year from the date of issue, the address including the street and number, if any, and an e-mail address if one is provided, of every such person while a registered holder, and the class or series and number of warrants registered in the name of such holder; and (b)  the date and particulars of the issue of each security and warrant.  R.S.O. 1990, c. B.16, s. 141 (1); 2017, c. 2, Sched. 12, s. 1 (10). Register of transfers (2) A corporation shall cause to be kept a register of transfers in which all transfers of securities issued by the corporation in registered form and the date and other particulars of each transfer shall be set out.  R.S.O. 1990, c. B.16, s. 141 (2). (3) Repealed:  2006, c. 8, s. 120. Section Amendments with date in force (d/m/y) 2006, c. 8, s. 120 - 01/01/2007 2017, c. 2, Sched. 12, s. 1 (10) - 22/03/2017
142 For each class of securities and warrants issued by it, a corporation may appoint, (a)  a trustee, transfer agent or other agent to keep the securities register and the register of transfers and one or more persons or agents to keep branch registers; and (b)  a registrar, trustee or agent to maintain a record of issued security certificates and warrants, and, subject to section 48, one person may be appointed for the purposes of both clauses (a) and (b) in respect of all securities and warrants of the corporation or any class or classes thereof.  R.S.O. 1990, c. B.16, s. 142; 2023, c. 9, Sched. 4, s. 12. Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 4, s. 12 - 01/10/2023
143 (1) The securities register and the register of transfers shall be kept at the registered office of a corporation or at such other places in Ontario designated by the directors, and the branch register or registers of transfers may be kept at such offices of the corporation or other places, either within or outside Ontario, designated by the directors.  R.S.O. 1990, c. B.16, s. 143 (1). Valid registration (2) Registration of the transfer of a security or warrant of a corporation in the register of transfers or a branch register of transfers is a complete and valid registration for all purposes.  R.S.O. 1990, c. B.16, s. 143 (2). Entry in branch transfer register (3) In each branch register of transfers there shall be recorded only the particulars of the transfers of securities or warrants registered in that branch register of transfers.  R.S.O. 1990, c. B.16, s. 143 (3). Entry in register of transfers (4) Particulars of every transfer of securities and warrants registered in every branch register of transfers shall be recorded in the register of transfers.  R.S.O. 1990, c. B.16, s. 143 (4). Documents not required to be produced (5) A corporation or a person appointed under section 142 is not required to produce, (a)  any security certificate or warrant that is not in registered form; or (b)  any security certificate or warrant that is in registered form after six years, (i)  in the case of a share certificate, from the date of its cancellation, (ii)  in the case of a warrant, from the date of its transfer or exercise, whichever occurs first, or (iii)  in the case of a certificate representing a debt obligation, from the date of cancellation of such certificate.  R.S.O. 1990, c. B.16, s. 143 (5).
144 (1) The records mentioned in sections 140 and 141 shall, during normal business hours of a corporation, be open to examination by any director and shall, except as provided in sections 140 and 143 and in subsections (2) and (3) of this section, be kept at the registered office of the corporation.  R.S.O. 1990, c. B.16, s. 144 (1).  Same, examination by remote means (1.1) The corporation may, but is not required to, permit a director to examine any or all of the records mentioned in subsection (1) remotely at any time by means of any technology. 2023, c. 9, Sched. 4, s. 13 (1). Records of account at branch (2) A corporation may keep at any place where it carries on business such parts of the accounting records as relate to the operations, business and assets and liabilities of the corporation carried on, supervised or accounted for at such place, but there shall be kept at the registered office of the corporation or such other place as is authorized under this section such records as will enable the directors to ascertain quarterly with reasonable accuracy the financial position of the corporation.  R.S.O. 1990, c. B.16, s. 144 (2). Off-site records (3) A corporation may keep all or any of the records mentioned in subsection (1), except the register mentioned in clause 140 (1) (e) at a place other than the registered office of the corporation if the records are available for inspection during regular office hours at the registered office by means of any technology.  1994, c. 27, s. 71 (17); 2015, c. 38, Sched. 7, s. 44 (5); 2023, c. 9, Sched. 4, s. 13 (2). Rescission of orders made under subs. (3) (4) The Director may by order upon such terms as the Director thinks fit rescind any order made under subsection (3) or any order made by the Lieutenant Governor in Council or the Minister under a predecessor of that subsection.  R.S.O. 1990, c. B.16, s. 144 (4). Section Amendments with date in force (d/m/y) 1994, c. 27, s. 71 (17) - 01/03/1995 2015, c. 38, Sched. 7, s. 44 (5) - 19/10/2021 2023, c. 9, Sched. 4, s. 13 (1, 2) - 01/10/2023
145 (1) Registered holders of shares, beneficial owners of shares and creditors of a corporation, their agents and legal representatives may examine the records referred to in subsection 140 (1), other than a register of individuals with significant control described in clause 140 (1) (f), during the usual business hours of the corporation, and may take extracts from those records, free of charge, and, if the corporation is an offering corporation, any other person may do so upon payment of a reasonable fee.  2006, c. 34, Sched. B, s. 27; 2021, c. 40, Sched. 2, s. 4. Same, examination by remote means (1.1) The corporation may, but is not required to, permit a person to examine any or all of the records mentioned in clauses 140 (1) (a) to (e), remotely at any time by means of any technology and may also permit the person to take extracts by such means. 2023, c. 9, Sched. 4, s. 14. Same, trustee, etc. appointed under s. 142 (a) (1.2) A trustee, transfer agent or other agent appointed under clause 142 (a) may, but is not required to, permit a person to examine any or all of the records mentioned in clause 140 (1) (d), remotely at any time by means of any technology and may also permit the person to take extracts by such means. 2023, c. 9, Sched. 4, s. 14. Same, registrar appointed under s. 142 (b) (1.3) A registrar appointed under clause 142 (b) may, but is not required to, permit a person to examine any or all of the records mentioned in clause 142 (b), remotely at any time by means of any technology and may also permit the person to take extracts by such means. 2023, c. 9, Sched. 4, s. 14. Same, no charge for examination, extracts (1.4) If a corporation or a registrar, trustee, transfer agent or other agent appointed under section 142 permits a registered holder of shares, beneficial owner of shares or creditor of a corporation, or their agent or legal representative, to examine a record or take extracts in accordance with subsection (1.1), (1.2) or (1.3), the corporation, registrar, trustee, transfer agent or other agent shall not charge the person for the examination or the extracts. 2023, c. 9, Sched. 4, s. 14. Copy (2) A registered holder or beneficial owner of shares of a corporation is entitled upon request and without charge to one copy of the articles and by-laws and of any unanimous shareholder agreement.  2006, c. 34, Sched. B, s. 27. Section Amendments with date in force (d/m/y) 2006, c. 34, Sched. B, s. 27 - 01/08/2007 2021, c. 40, Sched. 2, s. 4 - 01/01/2023 2023, c. 9, Sched. 4, s. 14 - 01/10/2023
146.1 (1) Before providing a document referred to in sections 145 or 146 to a person who claims to be a beneficial owner of shares of the corporation, a corporation may require the person to provide proof that the person is a beneficial owner.  2006, c. 34, Sched. B, s. 29. Same (2) A written statement by a securities intermediary, as defined in the Securities Transfer Act, 2006, that a person is a beneficial owner is sufficient proof for the purposes of subsection (1).  2006, c. 34, Sched. B, s. 29. Section Amendments with date in force (d/m/y) 2006, c. 34, Sched. B, s. 29 - 01/08/2007
147 No person shall offer for sale or sell or purchase or otherwise traffic in a list or a copy of a list of all or any of the holders of securities or warrants of a corporation.  R.S.O. 1990, c. B.16, s. 147. PART XII   AUDITORS AND FINANCIAl STATEMENTS
148 In respect of a financial year of a corporation, the corporation is exempt from the requirements of this Part regarding the appointment and duties of an auditor if, (a)  the corporation is not an offering corporation; and (b)  all of the shareholders consent in writing to the exemption in respect of that year.  1998, c. 18, Sched. E, s. 23. Section Amendments with date in force (d/m/y) 1998, c. 18, Sched. E, s. 23 - 01/03/1999
150 A resignation of an auditor becomes effective at the time a written resignation is sent to the corporation or at the time specified in the resignation, whichever is later.  R.S.O. 1990, c. B.16, s. 150.
151 (1) The auditor of a corporation is entitled to receive notice of every meeting of shareholders and, at the expense of the corporation, to attend and be heard thereat on matters relating to the auditor’s duties.  R.S.O. 1990, c. B.16, s. 151 (1). Auditor’s attendance may be required (2) If any director or shareholder of a corporation, whether or not the shareholder is entitled to vote at the meeting, gives written notice, not less than five days or more before a meeting of shareholders, to the auditor or a former auditor of the corporation, the auditor or former auditor shall attend the meeting at the expense of the corporation and answer questions relating to the auditor’s duties.  R.S.O. 1990, c. B.16, s. 151 (2). Notice to corporation (3) A director or shareholder who sends a notice referred to in subsection (2) shall send concurrently a copy of the notice to the corporation.  R.S.O. 1990, c. B.16, s. 151 (3). Replacing auditor (4) No person shall accept appointment or consent to be appointed as auditor of a corporation if the person is replacing an auditor who has resigned, been removed or whose term of office has expired or is about to expire until the person has requested and received from that auditor a written statement of the circumstances and the reasons why, in that auditor’s opinion, that auditor is to be replaced.  R.S.O. 1990, c. B.16, s. 151 (4). Idem (5) Despite subsection (4), a person otherwise qualified may accept appointment or consent to be appointed as auditor of a corporation if, within fifteen days after making the request referred to in that subsection, the person does not receive a reply.  R.S.O. 1990, c. B.16, s. 151 (5). Idem (6) Any interested person may apply to the court for an order declaring an auditor to be disqualified and the office of auditor to be vacant if the auditor has not complied with subsection (4), unless subsection (5) applies with respect to the appointment of the auditor.  R.S.O. 1990, c. B.16, s. 151 (6). Statement by auditor privileged (7) Any oral or written statement or report made under this Act by the auditor or former auditor of the corporation has qualified privilege.  R.S.O. 1990, c. B.16, s. 151 (7).
152 (1) Subject to subsection (5), a person is disqualified from being an auditor of a corporation if the person is not independent of the corporation, all of its affiliates, or of the directors or officers of the corporation and its affiliates.  R.S.O. 1990, c. B.16, s. 152 (1). Independence (2) For the purposes of this section, (a)  independence is a question of fact; and (b)  a person is deemed not to be independent if the person or the person’s business partner, (i)  is a business partner, director, officer or employee of the corporation or any of its affiliates, or a business partner of any director, officer or employee of the corporation or any of its affiliates, (ii)  beneficially owns directly or indirectly or exercises control or direction over a material interest in the securities of the corporation or any of its affiliates, or (iii)  has been a receiver, receiver and manager, liquidator or trustee in bankruptcy of the corporation or any of its affiliates within two years of the person’s proposed appointment as auditor of the corporation.  R.S.O. 1990, c. B.16, s. 152 (2). Business partners (2.1) For the purposes of subsection (2), a person’s business partner includes a shareholder of the person.  2011, c. 1, Sched. 2, s. 1 (8). Resignation by auditor (3) An auditor who becomes disqualified under this section shall, subject to subsection (5), resign forthwith upon becoming aware of such disqualification.  R.S.O. 1990, c. B.16, s. 152 (3). Application to court (4) An interested person may apply to the court for an order declaring an auditor to be disqualified under this section and the office of auditor to be vacant.  R.S.O. 1990, c. B.16, s. 152 (4). (5) Repealed:  2004, c. 19, s. 3 (4). (6) Repealed:  2004, c. 19, s. 3 (4). Section Amendments with date in force (d/m/y) 2004, c. 19, s. 3 (4) - 01/06/2005 2011, c. 1, Sched. 2, s. 1 (8) - 31/12/2015
153 (1) An auditor of a corporation shall make such examination of the financial statements required by this Act to be placed before shareholders as is necessary to enable the auditor to report thereon and the auditor shall report as prescribed and in accordance with generally accepted auditing standards.  R.S.O. 1990, c. B.16, s. 153 (1). Reporting error (2) A director or an officer of a corporation shall forthwith notify the audit committee and the auditor or the former auditor of any error or misstatement of which he or she becomes aware in a financial statement that the auditor or the former auditor has reported upon if the error or misstatement in all the circumstances appears to be significant.  R.S.O. 1990, c. B.16, s. 153 (2). Idem (3) If the auditor or former auditor of a corporation is notified or becomes aware of an error or misstatement in a financial statement upon which he or she has reported, and if in his or her opinion the error or misstatement is material, the auditor or former auditor shall inform each director accordingly.  R.S.O. 1990, c. B.16, s. 153 (3). Amendment of auditor’s report (4) When under subsection (3) the auditor or former auditor informs the directors of an error or misstatement in a financial statement, the directors shall within a reasonable time, (a)  prepare and issue revised financial statements; or (b)  otherwise inform the shareholders.  R.S.O. 1990, c. B.16, s. 153 (4). Right of access (5) Upon the demand of an auditor of a corporation, the present or former directors, officers, employees or agents of the corporation shall furnish such, (a)  information and explanations; and (b)  access to records, documents, books, accounts and vouchers of the corporation or any of its subsidiaries, as are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under this section and that the directors, officers, employees or agents are reasonably able to furnish.  R.S.O. 1990, c. B.16, s. 153 (5). Furnishing information (6) Upon the demand of the auditor of a corporation, the directors of the corporation shall, (a)  obtain from the present or former directors, officers, employees and agents of any subsidiary of the corporation the information and explanations that the present or former directors, officers, employees and agents are reasonably able to furnish and that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under this section; and (b)  furnish the information and explanations so obtained to the auditor.  R.S.O. 1990, c. B.16, s. 153 (6). Idem (7) Any oral or written communication under this section between the auditor or former auditor of a corporation and its present or former directors, officers, employees or agents or those of any subsidiary of the corporation, has qualified privilege.  R.S.O. 1990, c. B.16, s. 153 (7).
154 (1) The directors shall place before each annual meeting of shareholders, (a)  in the case of a corporation that is not an offering corporation, financial statements for the period that began on the date the corporation came into existence and ended not more than six months before the annual meeting or, if the corporation has completed a financial year, the period that began immediately after the end of the last completed financial year and ended not more than six months before the annual meeting; (b)  in the case of a corporation that is an offering corporation, the financial statements required to be filed under the Securities Act and the regulations thereunder relating separately to, (i)  the period that began on the date the corporation came into existence and ended not more than six months before the annual meeting or, if the corporation has completed a financial year, the period that began immediately after the end of the last completed financial year and ended not more than six months before the annual meeting, and (ii)  the immediately preceding financial year, if any; (c)  the report of the auditor, if any, to the shareholders; and (d)  any further information respecting the financial position of the corporation and the results of its operations required by the articles, the by-laws or any unanimous shareholder agreement.  R.S.O. 1990, c. B.16, s. 154 (1). Auditor’s report (2) Except as provided in subsection 104 (1), the report of the auditor to the shareholders shall be open to inspection at the annual meeting by any shareholder.  R.S.O. 1990, c. B.16, s. 154 (2). Copy of documents to shareholders, offering corporations (3) Not less than 21 days before each annual meeting of shareholders or before the signing of a resolution under clause 104 (1) (b) in lieu of the annual meeting, an offering corporation shall send a copy of the documents referred to in this section to all shareholders who have informed the corporation that they wish to receive a copy of those documents.  2006, c. 34, Sched. B, s. 30. Non-offering corporations (4) Not less than 10 days before each annual meeting of shareholders or before the signing of a resolution under clause 104 (1) (b) or subclause 104 (1) (c) (ii) in lieu of the annual meeting, a corporation that is not an offering corporation shall send a copy of the documents referred to in this section to all shareholders other than those who have informed the corporation in writing that they do not wish to receive a copy of those documents.  2006, c. 34, Sched. B, s. 30; 2020, c. 34, Sched. 1, s. 8. Section Amendments with date in force (d/m/y) 2006, c. 34, Sched. B, s. 30 - 01/08/2007 2020, c. 34, Sched. 1, s. 8 - 05/07/2021
155 The financial statements required under this Act shall be prepared as prescribed by regulation and in accordance with generally accepted accounting principles.  R.S.O. 1990, c. B.16, s. 155.
156 An offering corporation shall prepare and file with the Commission the financial statements required under Part XVIII of the Securities Act.  R.S.O. 1990, c. B.16, s. 156.