jswizzle3737/ontario_laws_and_regs huggingface dataset:
265.1 (1) In this section, “business filing services” includes any of the duties and powers of the Director and related services. 2017, c. 20, Sched. 6, s. 37. Agreements to provide business filing services (2) The Minister or a person designated by the Minister may, on behalf of the Crown in right of Ontario, enter into one or more agreements authorizing a person or entity to provide business filing services on behalf of the Crown, the government, the Minister, the Director or other government official. 2017, c. 20, Sched. 6, s. 37. Not Crown agent (3) A person or entity that has entered into an agreement under subsection (2) for the provision of business filing services is not an agent of the Crown for any purpose despite the Crown Agency Act, unless a regulation provides otherwise. 2017, c. 20, Sched. 6, s. 37. Use, etc., of records and information (4) An agreement entered into under subsection (2) may also include provisions respecting the use, disclosure, sale or licensing of records and information required under this Act. 2017, c. 20, Sched. 6, s. 37. Discretion to delegate unaffected by agreement (5) An agreement entered into under subsection (2) does not affect the Director’s power to delegate any duties or powers under section 265. 2017, c. 20, Sched. 6, s. 37. No power to waive or refund fees for services (6) A person or entity that has entered into an agreement under subsection (2) for the provision of business filing services may not waive or refund all or part of any fee for such a service that is payable to the Province of Ontario, but the person or entity may pay all or part of the fee on behalf of the person or entity to whom the service was provided. 2017, c. 20, Sched. 6, s. 37. Deemed date of receipt by Director (7) Articles, applications and other documents and information sent to a person or entity that has entered into an agreement under subsection (2), that authorizes the person or entity to receive articles, applications and other documents and information on behalf of the Director, are deemed to be received by the Director on the date that they are received by the authorized person or entity. 2017, c. 20, Sched. 6, s. 37. Agreements for use, etc., of records and information (8) The Minister or the Director, or a person designated by the Minister or the Director, may enter into an agreement with any person or entity respecting the use, disclosure, sale or licensing of records and information required under this Act. 2017, c. 20, Sched. 6, s. 37. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 37 - 19/10/2021
265.2 The records and information filed with and maintained by the Director under this Act are the property of the Crown. 2017, c. 20, Sched. 6, s. 37. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 37 - 19/10/2021
265.3 (1) If this Act requires or authorizes the Director to endorse a certificate or issue a certificate, including a certificate as to any fact, the certificate must be signed by the Director or by a public servant employed under Part III of the Public Service of Ontario Act, 2006 and designated by the regulations. 2017, c. 20, Sched. 6, s. 37. Evidence (2) A certificate referred to in subsection (1), or a certified copy of it, when introduced as evidence in any civil, criminal, administrative, investigative or other action or proceeding, is, in the absence of evidence to the contrary, proof of the facts so certified without personal appearance to prove the signature or official position of the person appearing to have signed the certificate or certified copy. 2017, c. 20, Sched. 6, s. 37. Reproduction of signature (3) For the purposes of this section, any signature of the Director or of a person designated by the regulations may be printed or otherwise mechanically or electronically reproduced. 2017, c. 20, Sched. 6, s. 37. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 37 - 19/10/2021
266 (1) A certificate issued on behalf of a corporation stating any fact that is set out in the articles, the by-laws, a unanimous shareholder agreement, the minutes of the meetings of the directors, a committee of directors or the shareholders, or a trust indenture or other contract to which the corporation is a party, may be signed by a director, an officer or a transfer agent of the corporation.  R.S.O. 1990, c. B.16, s. 266 (1). Evidence being proof (2) When introduced as evidence in any civil, criminal or administrative action or proceeding, (a)  a fact stated in a certificate referred to in subsection (1); (b)  a certified extract from a register of a corporation required to be maintained by this Act; or (c)  a certified copy of minutes or extract from minutes of a meeting of shareholders, directors or a committee of directors of a corporation, is, in the absence of evidence to the contrary, proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate.  R.S.O. 1990, c. B.16, s. 266 (2). Idem (3) An entry in a securities register of, or a security certificate issued by, a corporation is, in the absence of evidence to the contrary, proof that the person in whose name the security is registered or whose name appears on the certificate is the owner of the securities described in the register or in the certificate, as the case may be.  R.S.O. 1990, c. B.16, s. 266 (3).
267 (1) If a notice or other document is required to be sent to the Director under this Act, the Director may accept a copy of it if it meets the Director’s requirements established under this Act. 2020, c. 7, Sched 2, s. 1. Articles and applications (2) Subsection (1) does not apply to articles or applications filed by in-person delivery or mail unless, under this Act, the Director permits a copy of such articles or applications to be filed instead of the original. 2020, c. 7, Sched 2, s. 1. Copy deemed original (3) A copy referred to in subsection (1) is deemed to satisfy any requirements under this Act for an original to be sent to the Director. 2020, c. 7, Sched 2, s. 1. Endorsement or issuance by Director (4) An endorsement or issuance by the Director under this Act in respect of a notice or other document, including articles and applications, is deemed to comply with requirements under this Act for endorsement or issuance if it complies, with necessary modifications, with all the requirements of this Act other than any requirements respecting originals, duplicates and number of documents. 2020, c. 7, Sched 2, s. 1. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 38 - no effect - see 2020, c. 7, Sched. 2, s. 9 (1) - 12/05/2020 2020, c. 7, Sched. 2, s. 1- 12/05/2020
267.1 For greater certainty, in respect of requirements under this Act respecting the signing of articles, applications and other documents filed with the Director, any articles, applications and other documents that meet the Director’s requirements established under this Act are deemed to satisfy any requirements for a signature under this Act. 2020, c. 7, Sched 2, s. 1. Section Amendments with date in force (d/m/y) 2020, c. 7, Sched. 2, s. 1- 12/05/2020 Note: On the day section 9 of Schedule 1 (Alternative Filing Methods for Business Act, 2020) to the COVID-19 Response and Reforms to Modernize Ontario Act, 2020 comes into force, the Act is amended by adding the following section: (See: 2020, c. 7, Sched. 2, s. 2) Documents filed under Alternative Filing Methods for Business Act, 2020 267.2 Documents filed by a method specified under the Alternative Filing Methods for Business Act, 2020, as it read immediately before it was repealed, are deemed to have been filed by in-person delivery or mail for the purposes of this Act. 2020, c. 7, Sched. 2, s. 2. Section Amendments with date in force (d/m/y) 2020, c. 7, Sched. 2, s. 2 - not in force
268 (1) The Director may require any fact relevant to the performance of the Director’s duties under this Act or the regulations to be verified by affidavit or otherwise.  R.S.O. 1990, c. B.16, s. 268 (1). Oaths and affirmations at hearings (2) For the purpose of holding a hearing under this Act, the Director may administer oaths and affirmations to witnesses and require them to give evidence under oath or affirmation.  R.S.O. 1990, c. B.16, s. 268 (2). 269 Repealed:  1994, c. 27, s. 71 (36). Section Amendments with date in force (d/m/y) 1994, c. 27, s. 71 (36) - 05/05/2000
270 (1) A person who has paid the required fee is entitled during usual business hours to examine and to make copies of or extracts from any document required by this Act or the regulations to be sent to the Commission. 2017, c. 20, Sched. 6, s. 39 (1). Search (1.1) A person who has paid the required fee is entitled, using any search method approved by the Director, to search and obtain copies of any document required by this Act, the regulations or the Director to be sent to the Director. 2017, c. 20, Sched. 6, s. 39 (1). Copies to be furnished (2) Subject to clause 162 (1) (j), the Director or the Commission shall furnish any person with a copy or a certified copy of a document required by this Act or the regulations to be sent to the Director or the Commission.  R.S.O. 1990, c. B.16, s. 270 (2). Privileged documents (3) Subsections (1), (1.1) and (2) do not apply in respect of, (a)  a report described in subsection 162 (2) that the court has ordered not to be made available to the public; or (b)  documents and financial statements that were required, by this Act or the regulations, to be filed with the Director with an application for exemption from the requirements of Part XII of this Act. 2017, c. 20, Sched. 6, s. 39 (2). Section Amendments with date in force (d/m/y) 1998, c. 18, Sched. E, s. 29 - 01/03/1999 2017, c. 20, Sched. 6, s. 39 (1, 2) - 19/10/2021
271 Any person aggrieved by a decision of the Commission under this Act may appeal the decision to the Divisional Court and subsections 9 (2) to (6) of the Securities Act apply to the appeal.  R.S.O. 1990, c. B.16, s. 271. Minister’s regulations and orders
272.1 The Lieutenant Governor in Council may make regulations providing for such transitional matters as the Lieutenant Governor in Council considers necessary or advisable in connection with the implementation of section 44 of the Forfeited Corporate Property Act, 2015. 2015, c. 38, Sched. 7, s. 44 (16). Note: On a day to be named by proclamation of the Lieutenant Governor, section 272.1 of the Act is repealed. (See: 2015, c. 38, Sched. 7, s. 44 (17)) Section Amendments with date in force (d/m/y) 2015, c. 38, Sched. 7, s. 44 (16) - 10/12/2016; 2015, c. 38, Sched. 7, s. 44 (17) - not in force
272.2 (1) The Director may require that forms approved by the Director be used for any purpose under this Act. 2017, c. 20, Sched. 6, s. 42. Non-application of Legislation Act, 2006 (2) Part III (Regulations) of the Legislation Act, 2006 does not apply to a requirement established by the Director under subsection (1). 2017, c. 20, Sched. 6, s. 42. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 42 - 19/10/2021
273 (1) If this Act requires that articles be sent to the Director, unless otherwise provided in this Act, the regulations or the Director’s requirements, (a)  if the articles are sent to the Director in paper format, (i)  one set of the original articles must be sent in the approved form, and (ii)  the set of original articles referred to in subclause (i) must be signed by a director or an officer of the corporation or, in the case of articles of incorporation, by all its incorporators; (b)  if the articles are sent to the Director in an electronic format, (i)  the articles must be sent in a format that is prescribed by the Minister or required by the Director, and (ii)  the articles referred to in subclause (i) must meet any signature or authorization requirements established by the Director under subsection 271.2 (1). 2017, c. 20, Sched. 6, s. 43. Director’s duties (2) Upon receiving articles completed in accordance with clause (1) (a) or (b), any other required documents and information and the required fee, the Director shall, unless otherwise provided in this Act, the regulations or the Director’s requirements and subject to his or her discretion provided in subsections 180 (4) and 241 (9) and to subsection (3) of this section, (a)  endorse the articles with a certificate setting out the day, month and year of endorsement and the corporation number; (b)  file the articles endorsed with the certificate in the records maintained under section 276; and (c)  send or otherwise make available to the corporation or its representative a copy of the articles endorsed with the certificate. 2017, c. 20, Sched. 6, s. 43. Date of certificate (3) A certificate referred to in subsection (2), other than a certificate of arrangement, must be dated as of, (a)  the day the Director receives the articles completed in accordance with clause (1) (a) or (b), together with all other required documents executed in accordance with this Act, the regulations and the Director’s requirements, all other required information and the required fee; or (b)  any later date that is acceptable to the Director and specified by the person who submitted the articles or by the court. 2017, c. 20, Sched. 6, s. 43. Effective date of articles (4) Articles endorsed with a certificate under this section are effective on the date shown in the certificate even if any action required to be taken by the Director under this Act with respect to the endorsement and filing or recording of the certificate by the Director is taken at a later date. 2017, c. 20, Sched. 6, s. 43. Section Amendments with date in force (d/m/y) 1994, c. 27, s. 71 (38) - 01/03/1995; 1994, c. 27, s. 71 (39) - 05/05/2000; 1998, c. 18, Sched. E, s. 32 (1-3) - 01/03/1999 2009, c. 33, Sched. 17, s. 1 (2, 3) - 15/12/2009 2015, c. 38, Sched. 7, s. 44 (18, 19) - 10/12/2016 2017, c. 20, Sched. 6, s. 43 - 19/10/2021
273.1 The Director may endorse articles and applications with a certificate or authorization and issue certificates, authorizations, certified copies and other documents by any method, and may use or issue validation codes or other systems or methods of validation in respect of the endorsements and issuance. 2017, c. 20, Sched. 6, s. 43. Section Amendments with date in force (d/m/y) 1994, c. 27, s. 71 (40) - 05/05/2000 2017, c. 20, Sched. 6, s. 43 - 19/10/2021
273.2 Despite any provision of this Act requiring the Director to endorse a certificate or an authorization, the Director may refuse to do so if a corporation is in default of a filing requirement under the Corporations Information Act or of a registration requirement under the Business Names Act or has any unpaid fees or penalties outstanding under this Act, the Corporations Information Act or the Business Names Act. 2017, c. 20, Sched. 6, s. 43. Section Amendments with date in force (d/m/y) 1994, c. 27, s. 71 (40) - 05/05/2000 2017, c. 20, Sched. 6, s. 43 - 19/10/2021
273.3 Despite any regulation made under section 271.1, articles, applications and other documents may be filed by fax only with the Director’s consent. 2017, c. 20, Sched. 6, s. 43. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 43 - 19/10/2021
273.4 (1) If articles or an application are filed with the Director in an electronic format and there is a conflict between the electronic version and any other version of the articles or application, the electronic version of the articles endorsed with a certificate under this Act and recorded in an electronic system maintained under section 276 or the electronic version of the application endorsed with an authorization under section 181, 181.1 or 181.2 and recorded in an electronic system maintained under section 276, or a printed copy of the applicable electronic version, prevails over any other version of the articles or application that may exist, regardless of whether the other version of the articles or application has been executed in accordance with this Act, the regulations and the Director’s requirements. 2017, c. 20, Sched. 6, s. 43. Same, prescribed documents (2) If a prescribed document is filed in an electronic format and there is a conflict between the electronic version and any other version of the document, the electronic version of the document recorded in an electronic system maintained under section 276, or a printed copy of the electronic version, prevails over any other version of the document that may exist, regardless of whether the other version of the document has been executed in accordance with this Act, the regulations and the Director’s requirements. 2017, c. 20, Sched. 6, s. 43. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 43 - 19/10/2021
273.5 (1) Despite any regulation made under clause 271.1 (1) (c), if the Director is of the opinion that it is not possible, for any reason, to receive articles, applications and other documents and information in an electronic format in an electronic system maintained under section 276, the Director may require that they be filed in paper format alone in accordance with the Director’s requirements, if any, or in another electronic format approved by the Director. 2017, c. 20, Sched. 6, s. 43. Same, retaining filings and requests until system is operational (2) If the Director is of the opinion that it is not possible, for any reason, to endorse or issue articles, applications or other documents using an electronic system maintained under section 276, the Director may retain articles, applications and other documents that have been filed until it is possible for the Director to endorse or issue them in accordance with this Act, the regulations and the Director’s requirements, if any. 2017, c. 20, Sched. 6, s. 43. Same, searches (3) If the Director is of the opinion that it is not possible, for any reason, for searches to be made of an electronic system maintained under section 276, the Director may retain search requests that have been filed until it is possible for searches to be made. 2017, c. 20, Sched. 6, s. 43. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 43 - 19/10/2021 274 Repealed.  See: Table of Public Statute Provisions Repealed Under Section 10.1 of the Legislation Act, 2006 – December 31, 2011. Section Amendments with date in force (d/m/y) R.S.O. 1990, c. B16, s. 274 - See Table of Public Statute Provisions Repealed Under Section 10.1 of the Legislation Act, 2006 - 31/12/2011
275 (1) If a certificate or other document issued or endorsed under this Act, or a predecessor of this Act, contains an error or if a certificate or other document has been issued or endorsed
in respect of articles or any other documents that contain an error, (a)  the corporation or its directors or shareholders may apply to the Director for a corrected certificate or other document and, if requested by the Director, shall surrender the certificate or other document and related articles or other documents to the Director within the time period specified by the Director; or (b)  the Director may notify the corporation that a corrected certificate may be required and the corporation shall, if requested by the Director, surrender the certificate and related articles or documents to the Director within the time period specified by the Director. 2017, c. 20, Sched. 6, s. 44. Corrected certificate, etc. (2) After giving the corporation an opportunity to be heard in respect of an error under subsection (1), if the Director is of the opinion that it is appropriate to do so and is satisfied that the corporation has taken any steps required by the Director, the Director shall endorse a corrected certificate or other document. 2017, c. 20, Sched. 6, s. 44. Date on certificate, etc. (3) A corrected certificate or other document endorsed under subsection (2) may bear the date of the certificate or other document it replaces. 2017, c. 20, Sched. 6, s. 44. Same (4) If a correction is made with respect to the date of the certificate, the corrected certificate endorsed under subsection (2) shall bear the corrected date. 2017, c. 20, Sched. 6, s. 44. Appeal (5) A decision of the Director under subsection (2) may be appealed to the Divisional Court which may order the Director to change his or her decision and may make such further order that it thinks fit. 2017, c. 20, Sched. 6, s. 44. Section Amendments with date in force (d/m/y) 2004, c. 19, s. 3 (6) - 01/06/2005 2017, c. 20, Sched. 6, s. 44 - 19/10/2021
276 (1) Records required by this Act to be prepared and maintained by the Director or Commission may be in bound or loose-leaf or electronic form or in photographic film form, or may be entered or recorded by any system of mechanical or electronic data processing or by any other information storage device that is capable of reproducing any required information in an accurate and intelligible form within a reasonable time.  R.S.O. 1990, c. B.16, s. 276 (1); 1994, c. 27, s. 71 (41). Admission as evidence (2) When records maintained by the Director or the Commission are prepared and maintained other than in written form, (a)  the Director or the Commission shall furnish any copy required to be furnished under subsection 270 (2) in intelligible written or other form; and (b)  a report reproduced from those records, if it is certified by the Director or the Commission or a member thereof, as the case may be, is, without proof of the office or signature thereof, admissible in evidence.  R.S.O. 1990, c. B.16, s. 276 (2); 1994, c. 27, s. 71 (42, 43). Copy in lieu of document (3) The Director or Commission, as the case may be, is not required to produce any document where a copy of the document is furnished in compliance with clause (2) (a).  R.S.O. 1990, c. B.16, s. 276 (3). Documents may be publicly available (4) The Director may publish or otherwise make available to the public, (a)  any notices or other documents sent by the Director under this Act; and (b)  any documents required by this Act, the regulations or the Director to be sent to the Director under this Act, except the documents referred to in subsection 270 (3). 2017, c. 20, Sched. 6, s. 45. Section Amendments with date in force (d/m/y) 1994, c. 27, s. 71 (41-43) - 05/05/2000 2017, c. 20, Sched. 6, s. 45 - 19/10/2021
277 (1) Any provision in articles, by-laws or any special resolution of a corporation that was valid immediately before the 29th day of July, 1983 and that has not been amended in accordance with this Act is deemed to be amended to the extent necessary to bring the terms of the provision into conformity with this Act.  R.S.O. 1990, c. B.16, s. 277 (1). Amendments (2) A corporation may, by articles of amendment, change the express terms of any provision in its articles to which subsection (1) applies to conform to the terms of the provision as deemed to be amended by that subsection.  R.S.O. 1990, c. B.16, s. 277 (2). Idem (3) A corporation shall not restate its articles under section 173 unless the articles of the corporation are in conformity with this Act and, where the articles have been deemed to be amended under subsection (1), the corporation has amended the express terms of the provisions in its articles in accordance with subsection (2).  R.S.O. 1990, c. B.16, s. 277 (3). Where s. 185 does not apply (4) A shareholder is not entitled to dissent under section 185 in respect of any amendment made for the purpose only of bringing the provisions of articles into conformity with this Act.  R.S.O. 1990, c. B.16, s. 277 (4).
278 The Minister shall appoint a Director to exercise the powers and perform duties of the Director under this or any other Act. 2020, c. 7, Sched. 2, s. 5. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 46 - no effect - see 2020, c. 7, Sched. 2, s. 9 (2) - 12/05/2020 2020, c. 7, Sched. 2, s. 5 - 12/05/2020 Part XIX (S. 279-281) Repealed: 2023, c. 9, Sched. 4, s. 20. 279-281 Repealed: 2023, c. 9, Sched. 4, s. 20. Section Amendments with date in force (d/m/y) 2020, c. 7, Sched. 2, s. 6 - 17/03/2020; 2020, c. 7, Sched. 2, s. 8 - no effect - see 2023, c. 9, Sched. 4, s. 21 - 08/06/2023 2023, c. 9, Sched. 4, s. 20 - 01/10/2023 Schedule Repealed: 2023, c. 9, Sched. 4, s. 20. Section Amendments with date in force (d/m/y) 2020, c. 7, Sched. 2, s. 7 - 17/03/2020; 2020, c. 7, Sched. 2, s. 8- no effect - see 2023, c. 9, Sched. 4, s. 21 - 08/06/2023 2023, c. 9, Sched. 4, s. 20 - 01/10/2023 ______________  Français
except where the person has or ought to have, by virtue of the person’s position with or relationship to the corporation, knowledge to that effect.  R.S.O. 1990, c. B.16, s. 19; 2006, c. 34, Sched. B, s. 3; 2011, c. 1, Sched. 2, s. 1 (4). Section Amendments with date in force (d/m/y) 2006, c. 34, Sched. B, s. 3 - 01/08/2007 2011, c. 1, Sched. 2, s. 1 (4) - 31/12/2015 20 Repealed:  2006, c. 34, Sched. B, s. 4. Section Amendments with date in force (d/m/y) 2000, c. 26, Sched. B, s. 3 (4) - 06/12/2000 2006, c. 34, Sched. B, s. 4 - 01/08/2007
may declare and pay dividends out of the funds derived from the operations of the corporation.  R.S.O. 1990, c. B.16, s. 39 (1). Extent of impairment of capital (2) The powers conferred by subsection (1) may be exercised even though the value of the net assets of the corporation may be thereby reduced to less than its stated capital of all classes if the payment of the dividends does not reduce the value of its remaining assets to an amount insufficient to meet all the liabilities of the corporation, exclusive of its stated capital of all classes.  R.S.O. 1990, c. B.16, s. 39 (2). Special resolution (3) The powers conferred by subsection (1) may be exercised only under the authority of a special resolution.  R.S.O. 1990, c. B.16, s. 39 (3).
the directors may fix in advance a date as the record date for such determination of shareholders, but the record date shall not precede by more than fifty days the particular action to be taken.  R.S.O. 1990, c. B.16, s. 95 (1). Same (2) For the purpose of determining shareholders entitled to receive notice of a meeting of shareholders, the directors may fix in advance a date as the record date for such determination of shareholders, but the record date shall not precede by more than 60 days or by less than 30 days the date on which the meeting is to be held.  2006, c. 9, Sched. A, s. 1. Idem (3) Where no record date is fixed, (a)  the record date for the determination of shareholders entitled to receive notice of a meeting of shareholders shall be, (i)  at the close of business on the day immediately preceding the day on which the notice is given, or (ii)  if no notice is given, the day on which the meeting is held; and (b)  the record date for the determination of shareholders for any purpose other than to establish a shareholder’s right to receive notice of a meeting or to vote shall be at the close of business on the day on which the directors pass the resolution relating thereto.  R.S.O. 1990, c. B.16, s. 95 (3). Notice of date (4) If a record date is fixed, unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day the directors fix the record date, notice thereof shall be given, not less than seven days before the date so fixed, (a)  by advertisement in a newspaper published or distributed in the place where the corporation has its registered office and in each place in Canada where it has a transfer agent or where a transfer of its shares may be recorded; and (b)  by written notice to each stock exchange in Canada on which the shares of the corporation are listed for trading.  R.S.O. 1990, c. B.16, s. 95 (4). Section Amendments with date in force (d/m/y) 2006, c. 9, Sched. A, s. 1 - 01/08/2007
is sent to the auditor of the corporation, to each shareholder whose proxy is solicited and, if clause (b) applies, to the corporation.  R.S.O. 1990, c. B.16, s. 112 (1). Exception (1.1) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the corporation, without sending a dissident’s information circular, if the total number of shareholders whose proxies are solicited is 15 or fewer, two or more joint holders being counted as one shareholder.  2006, c. 34, Sched. B, s. 18. Same (1.2) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the corporation, without sending a dissident’s information circular, if the solicitation is, in the prescribed circumstances, conveyed by public broadcast, speech or publication.  2006, c. 34, Sched. B, s. 18. Filing copy (2) A person, upon sending a management or dissident’s information circular, shall concurrently file with the Commission, (a)  in the case of a management information circular, a copy thereof together with a copy of the notice of meeting, form of proxy and of any other documents for use in connection with the meeting; and (b)  in the case of a dissident’s information circular, a copy thereof together with a copy of the form of proxy and of any other documents for use in connection with the meeting.  R.S.O. 1990, c. B.16, s. 112 (2). Section Amendments with date in force (d/m/y) 2006, c. 34, Sched. B, s. 18 - 01/08/2007
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
except by leave of the court and subject to such terms as the court imposes.  R.S.O. 1990, c. B.16, s. 199.
except by leave of the court and subject to such terms as the court imposes.  R.S.O. 1990, c. B.16, s. 216.
may appeal to the Divisional Court.  R.S.O. 1990, c. B.16, s. 252 (1); 2017, c. 20, Sched. 6, s. 35 (2). Form of appeal (2) Every appeal shall be by notice of appeal sent by registered mail to the Director within thirty days after the mailing of the notice of the decision.  R.S.O. 1990, c. B.16, s. 252 (2). Certificate of Director (3) The Director shall certify to the Divisional Court, (a)  the decision of the Director together with a statement of the reasons therefor; (b)  the record of any hearing; and (c)  all written submissions to the Director or other material that is relevant to the appeal.  R.S.O. 1990, c. B.16, s. 252 (3). Representation (4) The Director is entitled to be heard, by counsel or otherwise, upon the argument of an appeal under this section.  R.S.O. 1990, c. B.16, s. 252 (4). Court order (5) Where an appeal is taken under this section, the court may by its order direct the Director to make such decision or to do such other act as the Director is authorized and empowered to do under this Act and as the court thinks proper, having regard to the material and submissions before it and to this Act, and the Director shall make such decision or do such act accordingly.  R.S.O. 1990, c. B.16, s. 252 (5). Director may make further decision (6) Despite an order of the court under subsection (5), the Director has power to make any further decision upon new material or where there is a material change in the circumstances, and every such decision is subject to this section.  R.S.O. 1990, c. B.16, s. 252 (6). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 35 (1) - 19/10/2021; 2017, c. 20, Sched. 6, s. 35 (2) - 14/11/2017
is guilty of an offence and on conviction is liable to a fine of not more than $2,000 or to imprisonment for a term of not more than one year, or to both, or if such person is a body corporate, to a fine of not more than $25,000.  R.S.O. 1990, c. B.16, s. 258 (1). Idem (2) Where a body corporate is guilty of an offence under subsection (1), every director or officer of such body corporate who, without reasonable cause, authorized, permitted or acquiesced in such offence is also guilty of an offence and on conviction is liable to a fine of not more than $2,000 or to imprisonment for a term of not more than one year, or to both.  R.S.O. 1990, c. B.16, s. 258 (2).