34 (1) Subject to subsection (4), a corporation may by special resolution, (a)  extinguish or reduce a liability in respect of an amount unpaid on any share; or (b)  reduce its stated capital for any purpose including, without limiting the generality of the foregoing, for the purpose of, (i)  distributing to the holders of issued shares of any class or series of shares an amount not exceeding the stated capital of the class or series, or (ii)  declaring its stated capital to be reduced by, (A)  an amount that is not represented by realizable assets, or (B)  an amount otherwise determined in respect of which no amount is to be distributed to holders of issued shares of the corporation.  R.S.O. 1990, c. B.16, s. 34 (1). Right to vote where reduction under subs. (1) (2) Where a class or series of shares of a corporation would be affected by a reduction of stated capital under clause (1) (b) in a manner different from the manner in which any other class or series of shares of the corporation would be affected by such action, the holders of the differently affected class or series of shares are entitled to vote separately as a class or series, as the case may be, on the proposal to take the action, whether or not the shares otherwise carry the right to vote.  R.S.O. 1990, c. B.16, s. 34 (2). Account to be reduced specified (3) A special resolution under this section shall specify the stated capital account or accounts from which the reduction of stated capital effected by the special resolution will be made.  R.S.O. 1990, c. B.16, s. 34 (3). Restriction on reduction (4) A corporation shall not take any action to extinguish or reduce a liability in respect of an amount unpaid on a share or to reduce its stated capital for any purpose other than the purpose mentioned in sub-subclause (1) (b) (ii) (A) if there are reasonable grounds for believing that, (a)  the corporation is or, after the taking of such action, would be unable to pay its liabilities as they become due; or (b)  after the taking of such action, the realizable value of the corporation’s assets would be less than the aggregate of its liabilities.  R.S.O. 1990, c. B.16, s. 34 (4). Application for order where improper reduction (5) A creditor of a corporation is entitled to apply to the court for an order compelling a shareholder or other recipient, (a)  to pay to the corporation an amount equal to any liability of the shareholder that was extinguished or reduced contrary to this section; or (b)  to pay or deliver to the corporation any money or property that was paid or distributed to the shareholder or other recipient as a consequence of a reduction of capital made contrary to this section.  R.S.O. 1990, c. B.16, s. 34 (5). (6) Repealed:  2002, c. 24, Sched. B, s. 25. Class action (7) Where it appears that there are numerous shareholders who may be liable under this section, the court may permit an action to be brought against one or more of them as representatives of the class and, if the plaintiff establishes a claim as creditor, may make an order of reference and add as parties in the referee’s office all such shareholders as may be found, and the referee shall determine the amount that each should contribute towards the plaintiff’s claim, which amount may not, in the case of any particular shareholder, exceed the amount referred to in subsection (5), and the referee may direct payment of the sums so determined.  R.S.O. 1990, c. B.16, s. 34 (7). Shareholder holding shares in fiduciary capacity (8) No person holding shares in the capacity of a personal representative and registered on the records of the corporation as a shareholder and therein described as the personal representative of a named person is personally liable under this section, but the person named is subject to all liabilities imposed by this section.  R.S.O. 1990, c. B.16, s. 34 (8). s. 130 does not apply (9) This section does not affect any liability that arises under section 130.  R.S.O. 1990, c. B.16, s. 34 (9). Section Amendments with date in force (d/m/y) 2002, c. 24, Sched. B, s. 25 - 01/01/2004