jswizzle3737/ontario_laws_and_regs huggingface dataset:
214 Where a winding-up order has been made by the court, proceedings for the winding up of the corporation shall be taken in the same manner and with the like consequences as provided for a voluntary winding up, except that the list of contributories shall be settled by the court unless it has been settled by the liquidator before the winding-up order, in which case the list is subject to review by the court, and except that all proceedings in the winding up are subject to the order and direction of the court.  R.S.O. 1990, c. B.16, s. 214. Orders following winding-up order
215 (1) Where a winding-up order has been made by the court, the court may direct meetings of the shareholders of the corporation to be called, held and conducted in such manner as the court thinks fit for the purpose of ascertaining their wishes, and may appoint a person to act as chair of any such meeting and to report the result of it to the court.  R.S.O. 1990, c. B.16, s. 215 (1). Order for delivery by contributories and others of property, etc. (2) Where a winding-up order has been made by the court, the court may require any contributory for the time being settled on the list of contributories, or any director, officer, employee, trustee, banker or agent of the corporation to pay, deliver, convey, surrender or transfer forthwith, or within such time as the court directs, to the liquidator any sum or balance, documents, records, estate or effects that are in his, her or its hands and to which the corporation is apparently entitled.  R.S.O. 1990, c. B.16, s. 215 (2). Inspection of documents and records (3) Where a winding-up order has been made by the court, the court may make an order for the inspection of the documents and records of the corporation by its creditors and contributories, and any documents and records in the possession of the corporation may be inspected in conformity with the order.  R.S.O. 1990, c. B.16, s. 215 (3).
216 After the commencement of a winding up by order of the court, (a)  no action or other proceeding shall be proceeded with or 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. 216.
217 (1) Where the realization and distribution of the property of a corporation being wound up under an order of the court has proceeded so far that in the opinion of the court it is expedient that the liquidator should be discharged and that the property of the corporation remaining in the liquidator’s hands can be better realized and distributed by the court, the court may make an order discharging the liquidator and for payment, delivery and transfer into court, or to such person as the court directs, of such property, and it shall be realized and distributed by or under the direction of the court among the persons entitled thereto in the same way as nearly as may be as if the distribution were being made by the liquidator.  R.S.O. 1990, c. B.16, s. 217 (1). Disposal of documents and records (2) In such case, the court may make an order directing how the documents and records of the corporation and of the liquidator are to be disposed of, and may order that they be deposited in court or otherwise dealt with as the court thinks fit.  R.S.O. 1990, c. B.16, s. 217 (2).
218 (1) The court at any time after the business and 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. 218 (1). Copy of dissolution order to be filed (2) The person on whose application the order was made 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. 29. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 29 - 19/10/2021
219 Sections 220 to 236 apply to corporations being wound up voluntarily or by order of the court.  R.S.O. 1990, c. B.16, s. 219.
220 Where there is no liquidator, (a)  the court may by order on the application of a shareholder of the corporation appoint one or more persons as liquidator; and (b)  the estate and effects of the corporation shall be under the control of the court until the appointment of a liquidator.  R.S.O. 1990, c. B.16, s. 220.
221 (1) Upon a winding up, (a)  the liquidator shall apply the property of the corporation in satisfaction of all its debts, obligations and liabilities and, subject thereto, shall distribute the property rateably among the shareholders according to their rights and interests in the corporation; (b)  in distributing the property of the corporation, debts to employees of the corporation for services performed for it due at the commencement of the winding up or within one month before, not exceeding three months’ wages and vacation pay accrued for not more than twelve months, shall be paid in priority to the claims of the ordinary creditors, and such persons are entitled to rank as ordinary creditors for the residue of their claims; (c)  all the powers of the directors cease upon the appointment of a liquidator, except in so far as the liquidator may sanction the continuance of such powers.  R.S.O. 1990, c. B.16, s. 221 (1). Distribution of property (2) Section 53 of the Trustee Act applies with necessary modifications to liquidators.  R.S.O. 1990, c. B.16, s. 221 (2).
222 The costs, charges and expenses of a winding up, including the remuneration of the liquidator, are payable out of the property of the corporation in priority to all other claims.  R.S.O. 1990, c. B.16, s. 222.
223 (1) A liquidator may, (a)  bring or defend any action, suit or prosecution, or other legal proceedings, civil or criminal, in the name and on behalf of the corporation; (b)  carry on the business of the corporation so far as may be required as beneficial for the winding up of the corporation; (c)  sell the property of the corporation by public auction or private sale and receive payment of the purchase price either in cash or otherwise; (d)  do all acts and execute, in the name and on behalf of the corporation, all documents, and for that purpose use the seal of the corporation, if any; (e)  draw, accept, make and endorse any bill of exchange or promissory note in the name and on behalf of the corporation; (f)  raise upon the security of the property of the corporation any requisite money; (g)  take out in the liquidator’s official name letters of administration of the estate of any deceased contributory and do in the liquidator’s official name any other act that is necessary for obtaining payment of any money due from a contributory or from the contributory’s estate and which act cannot be done conveniently in the name of the corporation; and (h)  do and execute all such other things as are necessary for winding up the business and affairs of the corporation and distributing its property.  R.S.O. 1990, c. B.16, s. 223 (1). Bills of exchange, etc., to be deemed drawn in the course of business (2) The drawing, accepting, making or endorsing of a bill of exchange or promissory note by the liquidator on behalf of a corporation has the same effect with respect to the liability of the corporation as if such bill or note had been drawn, accepted, made or endorsed by or on behalf of the corporation in the course of carrying on its business.  R.S.O. 1990, c. B.16, s. 223 (2). Where money deemed to be due to liquidator (3) Where the liquidator takes out letters of administration or otherwise uses the liquidator’s official name for obtaining payment of any money due from a contributory, such money shall be deemed, for the purpose of enabling the liquidator to take out such letters or recover such money, to be due to the liquidator rather than to the corporation.  R.S.O. 1990, c. B.16, s. 223 (3). What liquidator may rely upon (4) A liquidator who acts in good faith is entitled to rely upon, (a)  financial statements of the corporation represented to the liquidator 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; or (b)  an opinion, a report or a statement of a lawyer, an accountant, an engineer, an appraiser or other professional adviser retained by the liquidator.  R.S.O. 1990, c. B.16, s. 223 (4).
224 Where more than one person is appointed as liquidator, any power conferred by sections 193 to 236 on a liquidator may be exercised by such one or more of such persons as may be determined by the resolution or order appointing them or, in default of such determination, by any number of them not fewer than two.  R.S.O. 1990, c. B.16, s. 224.
225 The liability of a contributory creates a debt accruing due from the contributory at the time the contributory’s liability commenced, but payable at the time or respective times when calls are made for enforcing such liability.  R.S.O. 1990, c. B.16, s. 225.
226 If a contributory dies before or after having been placed on the list of contributories, the contributory’s personal representative is liable in due course of administration to contribute to the property of the corporation in discharge of the liability of the deceased contributory and shall be a contributory accordingly.  R.S.O. 1990, c. B.16, s. 226.
227 (1) The liquidator shall deposit all money that the liquidator has belonging to the corporation and amounting to $100 or more in a financial institution described in subsection (2).  2007, c. 7, Sched. 7, s. 181 (2). Financial institutions (2) A financial institution referred to in subsection (1) is, (a)  a bank or authorized foreign bank within the meaning of section 2 of the Bank Act (Canada); (b)  a corporation registered under the Loan and Trust Corporations Act; (c)  a credit union within the meaning of the Credit Unions and Caisses Populaires Act, 2020; or (d)  a retail association as defined under the Cooperative Credit Associations Act (Canada).  2007, c. 7, Sched. 7, s. 181 (2); 2020, c. 36, Sched. 7, s. 296 (3). Separate deposit account to be kept; withdrawal from account (3) Such deposit shall not be made in the name of the liquidator individually, but a separate deposit account shall be kept of the money belonging to the corporation in the liquidator’s name as liquidator of the corporation and in the name of the inspectors, if any, and such money shall be withdrawn only by order for payment signed by the liquidator and one of the inspectors, if any.  R.S.O. 1990, c. B.16, s. 227 (3). Liquidator to produce bank pass-book (4) At every meeting of the shareholders of the corporation, the liquidator shall produce a pass-book, or statement of account showing the amount of the deposits, the dates at which they were made, the amounts withdrawn and the dates of withdrawal, and mention of such production shall be made in the minutes of the meeting, and the absence of such mention is admissible in evidence as proof, in the absence of evidence to the contrary, that the pass-book or statement of account was not produced at the meeting.  R.S.O. 1990, c. B.16, s. 227 (4); 2023, c. 9, Sched. 4, s. 17. Idem (5) The liquidator shall also produce the pass-book or statement of account whenever so ordered by the court upon the application of the inspectors, if any, or of a shareholder of the corporation.  R.S.O. 1990, c. B.16, s. 227 (5). Section Amendments with date in force (d/m/y) 2002, c. 8, Sched. I, s. 2 - 05/01/2005 2007, c. 7, Sched. 7, s. 181 (2) - 01/10/2009 2020, c. 36, Sched. 7, s. 296 (3) - 01/03/2022 2023, c. 9, Sched. 4, s. 17 - 01/10/2023
228 For the purpose of proving claims, sections 23, 24 and 25 of the Assignments and Preferences Act apply with necessary modifications, except that where the word “judge” is used therein, the word “court” as used in this Act shall be substituted.  R.S.O. 1990, c. B.16, s. 228.
229 Upon the application of the liquidator or of the inspectors, if any, or of any creditors, the court, after hearing such parties as it directs to be notified or after such steps as the court prescribes have been taken, may by order give its direction in any matter arising in the winding up.  R.S.O. 1990, c. B.16, s. 229.
230 (1) The court may at any time after the commencement of the winding up summon to appear before the court or liquidator any director, officer or employee of the corporation or any other person known or suspected of having possession of any of the estate or effects of the corporation, or alleged to be indebted to it, or any person whom the court thinks capable of giving information concerning its trade, dealings, estate or effects.  R.S.O. 1990, c. B.16, s. 230 (1). Damages against delinquent directors, etc. (2) Where in the course of the winding up it appears that a person who has taken part in the formation or promotion of the corporation or that a past or present director, officer, employee, liquidator or receiver of the corporation has misapplied or retained in that person’s own hands, or become liable or accountable for, property of the corporation, or has committed any misfeasance or breach of trust in relation to it, the court may, on the application of the liquidator or of any creditor, shareholder or contributory, examine the conduct of that person and order that person to restore the property so misapplied or retained, or for which that person has become liable or accountable, or to contribute such sum to the property of the corporation by way of compensation in respect of such misapplication, retention, misfeasance or breach of trust, or both, as the court thinks just.  R.S.O. 1990, c. B.16, s. 230 (2).
231 (1) Where a shareholder of the corporation desires to cause any proceeding to be taken that, in the shareholder’s opinion, would be for the benefit of the corporation, and the liquidator, under the authority of the shareholders or of the inspectors, if any, refuses or neglects to take such proceeding after being required so to do, the shareholder may obtain an order of the court authorizing the shareholder to take such proceeding in the name of the liquidator or corporation, but at the shareholder’s own expense and risk, upon such terms and conditions as to indemnity to the liquidator or corporation as the court prescribes.  R.S.O. 1990, c. B.16, s. 231 (1). Benefits: when for shareholders (2) Any benefit derived from a proceeding under subsection (1) belongs exclusively to the shareholder causing the institution of the proceeding for the shareholder’s benefit and that of any other shareholder who has joined together in causing the institution of the proceeding.  R.S.O. 1990, c. B.16, s. 231 (2). when for corporation (3) If, before the order is granted, the liquidator signifies to the court the liquidator’s readiness to institute the proceeding for the benefit of the corporation, the court shall make an order prescribing the time within which the liquidator is to do so, and in that case the advantage derived from the proceeding, if instituted within such time, belongs to the corporation.  R.S.O. 1990, c. B.16, s. 231 (3).
232 The rights conferred by this Act are in addition to any other right to institute a proceeding against any contributory, or against any debtor of the corporation, for the recovery of any sum due from such contributory or debtor or an estate thereof.  R.S.O. 1990, c. B.16, s. 232.
233 At any time during a winding up, the court, upon the application of a shareholder, creditor or contributory and upon proof to its satisfaction that all proceedings in relation to the winding up ought to be stayed, may make an order staying the proceedings altogether or for a limited time on such terms and subject to such conditions as the court thinks fit.  R.S.O. 1990, c. B.16, s. 233.
234 (1) Where the liquidator is unable to pay all the debts of the corporation because a creditor is unknown or a creditor’s whereabouts is unknown, the liquidator may, by agreement with the Public Guardian and Trustee, pay to the Public Guardian and Trustee an amount equal to the amount of the debt due to the creditor to be held in trust for the creditor, and thereupon subsections 238 (5) and (6) apply thereto.  R.S.O. 1990, c. B.16, s. 234 (1). Idem (2) A payment under subsection (1) shall be deemed to be in satisfaction of the debt for the purposes of winding up.  R.S.O. 1990, c. B.16, s. 234 (2). Section Amendments with date in force (d/m/y) CTS 30 AU 10 - 1
235 (1) Where the liquidator is unable to distribute rateably the property of the corporation among the shareholders because a shareholder is unknown or a shareholder’s whereabouts is unknown, the share of the property of the corporation of such shareholder may, by agreement with the Public Guardian and Trustee, be delivered or conveyed by the liquidator to the Public Guardian and Trustee to be held in trust for the shareholder, and thereupon subsections 238 (5) and (6) apply thereto.  R.S.O. 1990, c. B.16, s. 235 (1). Idem (2) A delivery or conveyance under subsection (1) shall be deemed to be a distribution to that shareholder of his, her or its rateable share for the purposes of the winding up.  R.S.O. 1990, c. B.16, s. 235 (2). Section Amendments with date in force (d/m/y) CTS 30 AU 10 - 1
236 (1) Where a corporation has been wound up under sections 192 to 235 and is about to be dissolved, its documents and records and those of the liquidator may be disposed of as it by resolution directs in case of voluntary winding up, or as the court directs in case of winding up under an order.  R.S.O. 1990, c. B.16, s. 236 (1). When responsibility as to custody of records, etc., to cease (2) After the expiration of five years after the date of the dissolution of the corporation, no responsibility rests on it or the liquidator, or anyone to whom the custody of the documents and records has been committed, by reason that the same or any of them are not forthcoming to any person claiming to be interested therein.  R.S.O. 1990, c. B.16, s. 236 (2).
237 A corporation may be dissolved upon the authorization of, (a)  a special resolution passed at a meeting of the shareholders of the corporation duly called for the purpose or, in the case of a corporation that is not an offering corporation, by such other proportion of the votes cast as the articles provide, but such other proportion shall not be less than 50 per cent of the votes of all the shareholders entitled to vote at the meeting; (b)  the consent in writing of all the shareholders entitled to vote at such meeting; or (c)  all its incorporators or their personal representatives if the corporation has not commenced business and has not issued any shares.  R.S.O. 1990, c. B.16, s. 237; 2006, c. 34, Sched. B, s. 36. Section Amendments with date in force (d/m/y) 2006, c. 34, Sched. B, s. 36 - 01/08/2007
239 (1) Upon receipt of the articles of dissolution 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 dissolution. 2017, c. 20, Sched. 6, s. 31 (1). Exception, registered owner of land (1.1) Despite subsection (1), the Director may refuse to endorse the articles of dissolution if the Director learns that the corporation is a registered owner of land in Ontario. 2015, c. 38, Sched. 7, s. 44 (8). Incorporators to sign articles of dissolution (2) Despite subsection 273 (1), articles of dissolution for the purposes of subsection 238 (2) shall be signed by all its incorporators or their personal representatives.  R.S.O. 1990, c. B.16, s. 239 (2); 2017, c. 20, Sched. 6, s. 31 (2). Section Amendments with date in force (d/m/y) 2015, c. 38, Sched. 7, s. 44 (8) - 10/12/2016 2017, c. 20, Sched. 6, s. 31 (1, 2) - 19/10/2021
243 (1) Despite the dissolution of a corporation, each shareholder to whom any of its property has been distributed is liable to any person claiming under section 242 to the extent of the amount received by that shareholder upon the distribution, and an action to enforce such liability may be brought.  R.S.O. 1990, c. B.16, s. 243 (1); 2002, c. 24, Sched. B, s. 27 (2). Parties to action and amount of contribution (2) The court may order an action referred to in subsection (1) to be brought against the persons who were shareholders as a class, subject to such conditions as the court thinks fit and, if the plaintiff establishes his, her or its claim, the court may refer the proceedings to a referee or other officer of the court who may, (a)  add as a party to the proceedings before him or her each person who was a shareholder found by the plaintiff; (b)  determine, subject to subsection (1), the amount that each person who was a shareholder shall contribute towards satisfaction of the plaintiff’s claim; and (c)  direct payment of the amounts so determined.  R.S.O. 1990, c. B.16, s. 243 (2). Definition (3) In this section, “shareholder” includes the heirs and legal representatives of a shareholder.  R.S.O. 1990, c. B.16, s. 243 (3). Section Amendments with date in force (d/m/y) 2002, c. 24, Sched. B, s. 27 (2) - 01/01/2004
244 (1) If a corporation is dissolved, any of its property that has not been disposed of on the date of dissolution immediately forfeits to and vests in the Crown. 2015, c. 38, Sched. 7, s. 44 (13). Exception (2) Despite subsection (1) and subject to subsections 242 (1.1) and (1.2), if a judgment is given or an order or decision is made or land is sold in an action, suit or proceeding commenced in accordance with section 242 and the judgment, order, decision or sale affects property belonging to the corporation before the dissolution, unless the plaintiff, applicant or mortgagee has not complied with subsection 242 (3) or (5), (a)  the property shall be available to satisfy the judgment, order or other decision; and (b)  title to the land shall be transferred to a purchaser free of the Crown’s interest, in the case of a power of sale proceeding.  1998, c. 18, Sched. E, s. 28 (1); 2015, c. 38, Sched. 7, s. 44 (14). Further exception (3) A forfeiture of land under subsection (1) or a predecessor of subsection (1) is not effective against a purchaser for value of the land if the forfeiture occurred more than 20 years before the deed or transfer of the purchaser is registered in the proper land registry office.  1994, c. 27, s. 71 (32). Power of sale proceeding completed after dissolution (4) Despite subsection (2), if a person commences a power of sale proceeding relating to land before the dissolution of a corporation but the sale of the land is not completed until after the dissolution, (a)  title to the land may be transferred to a purchaser free of the interest acquired by the Crown under subsection (1); and (b)  the person is not required to serve the writ or other document described in clause 242 (3) (a) or deliver the notice described in clause 242 (3) (b) but shall serve a notice of the proceeding on the Minister responsible for the administration of the Forfeited Corporate Property Act, 2015 promptly after learning of the corporation’s dissolution, and in any event within 15 days after the day the land is transferred. 2015, c. 38, Sched. 7, s. 44 (15). Section Amendments with date in force (d/m/y) 1994, c. 27, s. 71 (31, 32) - 01/03/1995; 1998, c. 18, Sched. E, s. 28 (1, 2) - 01/03/1999 2015, c. 38, Sched. 7, s. 44 (13-15) - 10/12/2016 PART XVII   REMEDIES, OFFENCES AND PENALTIES
245 In this Part, “action” means an action under this Act; (“action”) “complainant” means, (a)  a registered holder or beneficial owner, and a former registered holder or beneficial owner, of a security of a corporation or any of its affiliates, (b)  a director or an officer or a former director or officer of a corporation or of any of its affiliates, (c)  any other person who, in the discretion of the court, is a proper person to make an application under this Part. (“plaignant”)  R.S.O. 1990, c. B.16, s. 245.
246 (1) Subject to subsection (2), a complainant may apply to the court for leave to bring an action in the name and on behalf of a corporation or any of its subsidiaries, or intervene in an action to which any such body corporate is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of the body corporate.  R.S.O. 1990, c. B.16, s. 246 (1). Idem (2) No action may be brought and no intervention in an action may be made under subsection (1) unless the complainant has given fourteen days’ notice to the directors of the corporation or its subsidiary of the complainant’s intention to apply to the court under subsection (1) and the court is satisfied that, (a)  the directors of the corporation or its subsidiary will not bring, diligently prosecute or defend or discontinue the action; (b)  the complainant is acting in good faith; and (c)  it appears to be in the interests of the corporation or its subsidiary that the action be brought, prosecuted, defended or discontinued.  R.S.O. 1990, c. B.16, s. 246 (2). Notice not required (2.1) A complainant is not required to give the notice referred to in subsection (2) if all of the directors of the corporation or its subsidiary are defendants in the action.  2006, c. 34, Sched. B, s. 38. Application (3) Where a complainant on an application made without notice can establish to the satisfaction of the court that it is not expedient to give notice as required under subsection (2), the court may make such interim order as it thinks fit pending the complainant giving notice as required.  R.S.O. 1990, c. B.16, s. 246 (3). Interim order (4) Where a complainant on an application can establish to the satisfaction of the court that an interim order for relief should be made, the court may make such order as it thinks fit.  R.S.O. 1990, c. B.16, s. 246 (4). Section Amendments with date in force (d/m/y) 2006, c. 34, Sched. B, s. 38 - 01/08/2007
247 In connection with an action brought or intervened in under section 246, the court may at any time make any order it thinks fit including, without limiting the generality of the foregoing, (a)  an order authorizing the complainant or any other person to control the conduct of the action; (b)  an order giving directions for the conduct of the action; (c)  an order directing that any amount adjudged payable by a defendant in the action shall be paid, in whole or in part, directly to former and present security holders of the corporation or its subsidiary instead of to the corporation or its subsidiary; and (d)  an order requiring the corporation or its subsidiary to pay reasonable legal fees and any other costs reasonably incurred by the complainant in connection with the action.  R.S.O. 1990, c. B.16, s. 247.
249 (1) An application made or an action brought or intervened in under this Part shall not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to the corporation or its affiliate has been or may be approved by the shareholders of such body corporate, but evidence of approval by the shareholders may be taken into account by the court in making an order under section 207, 247 or 248.  R.S.O. 1990, c. B.16, s. 249 (1). Idem (2) An application made or an action brought or intervened in under this Part shall not be stayed, discontinued, settled or dismissed for want of prosecution without the approval of the court given upon such terms as the court thinks fit and, if the court determines that the interests of any complainant may be substantially affected by such stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant.  R.S.O. 1990, c. B.16, s. 249 (2). Costs (3) A complainant is not required to give security for costs in any application made or action brought or intervened in under this Part.  R.S.O. 1990, c. B.16, s. 249 (3). Idem (4) In an application made or an action brought or intervened in under this Part, the court may at any time order the corporation or its affiliate to pay to the complainant interim costs, including reasonable legal fees and disbursements, for which interim costs the complainant may be held accountable to the corporation or its affiliate upon final disposition of the application or action.  R.S.O. 1990, c. B.16, s. 249 (4).
250 (1) Where the name of a person is alleged to be or have been wrongly entered or retained in, or wrongly deleted or wrongly omitted from, the registers or other records of a corporation, the corporation, a security holder of the corporation or any aggrieved person may apply to the court for an order that the registers or records be rectified.  R.S.O. 1990, c. B.16, s. 250 (1). Idem (2) In connection with an application under this section, the court may make any order it thinks fit including, without limiting the generality of the foregoing, (a)  an order requiring the registers or other records of the corporation to be rectified; (b)  an order restraining the corporation from calling or holding a meeting of shareholders or paying a dividend or making any other distribution or payment to shareholders before the rectification; (c)  an order determining the right of a party to the proceedings to have the party’s name entered or retained in, or deleted or omitted from, the registers or records of the corporation, whether the issue arises between two or more security holders, or between the corporation and any security holders or alleged security holders; (d)  an order compensating a party who has incurred a loss.  R.S.O. 1990, c. B.16, s. 250 (2).
251 (1) Where the Director refuses to endorse a certificate in respect of articles or any other document required by this Act to be endorsed with a certificate by the Director before it becomes effective, the Director shall give written notice to the person who delivered the articles or other document of the Director’s refusal, specifying the reasons therefor.  R.S.O. 1990, c. B.16, s. 251 (1); 2017, c. 20, Sched. 6, s. 34 (1). Failure to act deemed refusal (2) Where, within six months after the delivery to the Director of articles or other documents referred to in subsection (1), the Director has not endorsed a certificate in respect of the articles or other document, the Director shall be deemed for the purposes of section 252 to have refused to endorse it.  R.S.O. 1990, c. B.16, s. 251 (2); 2017, c. 20, Sched. 6, s. 34 (2). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 34 (1, 2) - 19/10/2021
252 (1) A person aggrieved by a decision of the Director, (a)  to refuse to endorse a certificate in respect of articles or any other document; (b)  to issue or to refuse to issue a certificate of amendment under section 12; (c)  to refuse to grant an order under section 144; (d)  to grant or refuse to grant exemption under section 148; (e)  to refuse to endorse an authorization under section 181; or (f)  to issue an order under section 240, 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
253 (1) Where a corporation or any shareholder, director, officer, employee, agent, auditor, trustee, receiver and manager, receiver, or liquidator of a corporation does not comply with this Act, the regulations, articles, by-laws, or a unanimous shareholder agreement, a complainant or a creditor of the corporation may, despite the imposition of any penalty in respect of such non-compliance and in addition to any other right the complainant or creditor has, apply to the court for an order directing the corporation or any person to comply with, or restraining the corporation or any person from acting in breach of, any provisions thereof, and upon such application the court may so order and make any further order it thinks fit.  R.S.O. 1990, c. B.16, s. 253 (1). Idem (2) Where it appears to the Commission that any person to whom section 111 or subsection 112 (1) applies has failed to comply with or is contravening either or both of such provisions, despite the imposition of any penalty in respect of such non-compliance or contravention, the Commission may apply to the court and the court may, upon such application, make any order it thinks fit including, without limiting the generality of the foregoing, (a)  an order restraining a solicitation, the holding of a meeting or any person from implementing or acting upon any resolution passed at a meeting, to which such non-compliance with or contravention of section 111 or subsection 112 (1) relates; (b)  an order requiring correction of any form of proxy or information circular and a further solicitation; or (c)  an order adjourning the meeting to which such non-compliance with or contravention of section 111 or subsection 112 (1) relates.  R.S.O. 1990, c. B.16, s. 253 (2).
254 Where this Act states that a person may apply to the court, that person may apply for injunctive relief without notice as the rules of the court provide.  R.S.O. 1990, c. B.16, s. 254.
255 An appeal lies to the Divisional Court from any order made by the court under this Act.  R.S.O. 1990, c. B.16, s. 255.
256 (1) In this section, “misrepresentation” means, (a)  an untrue statement of material fact, or (b)  an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.  R.S.O. 1990, c. B.16, s. 256 (1). Offence, false statements, etc. (2) Every person who, (a)  makes or assists in making a statement in any material, evidence or information submitted or given under this Act or the regulations to the Director, the Director’s delegate or the Commission or any person appointed to make an investigation or audit under this Act that, at the time and in the light of the circumstances under which it is made, is a misrepresentation; (b)  makes or assists in making a statement in any application, articles, consent, financial statement, information circular, notice, report or other document required to be filed with, furnished or sent to the Director or the Commission under this Act or the regulations that, at the time and in the light of the circumstances under which it is made, is a misrepresentation; (c)  fails to file with the Director or the Commission any document required by this Act to be filed with the Director or the Commission; or (d)  fails to observe or to comply with any direction, decision, ruling, order or other requirement made by the Director or the Commission under this Act or the regulations, 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. 256 (2). Idem (3) Where a body corporate is guilty of an offence under subsection (2), every director or officer of such body corporate who, without reasonable cause, authorized, permitted or acquiesced in the 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. 256 (3). Defence (4) No person is guilty of an offence under clause (2) (a) or (b) if the person did not know and in the exercise of reasonable diligence could not have known that the statement was a misrepresentation.  R.S.O. 1990, c. B.16, s. 256 (4).
257 No proceeding under section 256 shall be commenced except with the consent or under the direction of the Minister.  R.S.O. 1990, c. B.16, s. 257.
258 (1) Every person who, (a)  fails without reasonable cause to comply with subsection 29 (5); (b)  without reasonable cause uses a list of holders of securities in contravention of subsection 52 (5) or subsection 146 (8); (c)  fails without reasonable cause to send a prescribed form of proxy to each shareholder of an offering corporation with notice of a meeting of shareholders in contravention of section 111; (d)  fails without reasonable cause to send an information circular in connection with a proxy solicitation in contravention of subsection 112 (1); (e)  being a proxyholder or alternate proxyholder, fails, without reasonable cause, to comply with the directions of the shareholder who appointed him or her in contravention of subsection 114 (1); (f)  without reasonable cause contravenes section 145; (g)  being a director of a corporation, fails, without reasonable cause, to appoint an auditor or auditors, as the case may be, under subsection 149 (1); (h)  being an auditor or former auditor of a corporation fails without reasonable cause to comply with subsection 151 (2); (i)  fails without reasonable cause to comply with subsection 154 (1); or (j)  otherwise without reasonable cause commits an act contrary to or fails or neglects to comply with any provision of this Act or the regulations, 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).
258.1 (1) A corporation that, without reasonable cause, contravenes section 140.2 is guilty of an offence and on conviction is liable to a fine of not more than $5,000. 2021, c. 40, Sched. 2, s. 5. Failure to disclose register (2) A corporation that, without reasonable cause, contravenes section 140.3 is guilty of an offence and on conviction is liable to a fine of not more than $5,000. 2021, c. 40, Sched. 2, s. 5. Failure to respond to inquiry by Minister (3) A person who, without reasonable cause, contravenes section 140.4 is guilty of an offence and on conviction is liable to a fine of not more than $5,000. 2021, c. 40, Sched. 2, s. 5. Directors, officers (4) Every director or officer of a corporation who knowingly authorizes, permits or acquiesces in the contravention of section 140.2, 140.3 or 140.4 by the corporation is guilty of an offence, whether or not the corporation has been prosecuted or found guilty, and is liable on conviction to a fine of not more than $200,000 or to imprisonment for a term of not more than six months, or to both. 2021, c. 40, Sched. 2, s. 5. Recording of false information (5) Every director or officer of a corporation who knowingly records or knowingly authorizes, permits or acquiesces in the recording of false or misleading information in the register of the corporation required under section 140.2 is guilty of an offence and is liable on conviction to a fine of not more than $200,000 or to imprisonment for a term of not more than six months, or to both. 2021, c. 40, Sched. 2, s. 5. Provision of false or misleading information (6) Every director or officer of a corporation who knowingly provides or knowingly authorizes, permits or acquiesces in the provision to any person or entity of false or misleading information in relation to the register of the corporation required under section 140.2 is guilty of an offence and is liable on conviction to a fine of not more than $200,000 or to imprisonment for a term of not more than six months, or to both. 2021, c. 40, Sched. 2, s. 5. Shareholders (7) Every shareholder who knowingly contravenes subsection 140.2 (5) is guilty of an offence and is liable on conviction to a fine of not more than $200,000 or to imprisonment for a term of not more than six months, or to both. 2021, c. 40, Sched. 2, s. 5. Section Amendments with date in force (d/m/y) 2021, c. 40, Sched. 2, s. 5 - 01/01/2023
259 (1) No proceeding under section 256 or under clause 258 (1) (j) for a contravention of section 144 shall be commenced more than two years after the facts upon which the proceedings are based first came to the knowledge of the Director as certified by him or her.  R.S.O. 1990, c. B.16, s. 259 (1). Idem (2) Subject to subsection (1), no proceeding for an offence under this Act or the regulations shall be commenced more than two years after the time when the subject-matter of the offence arose.  R.S.O. 1990, c. B.16, s. 259 (2).
260 An information in respect of any contravention of this Act may be for one or more offences and no information, summons, warrant, conviction or other proceeding in any prosecution is objectionable as insufficient by reason of the fact that it relates to two or more offences.  R.S.O. 1990, c. B.16, s. 260.
261 No civil remedy for an act or omission is suspended or affected by reason that the act or omission is an offence under this Act.  R.S.O. 1990, c. B.16, s. 261. PART XVIII   GENERAL
262 (1) A notice or document required by this Act, the regulations, the articles or the by-laws to be sent to a shareholder or director of a corporation may be sent by prepaid mail addressed to, or may be delivered personally to, (a)  a shareholder at the shareholder’s latest address as shown in the records of the corporation or its transfer agent; and (b)  a director at his or her latest address as shown in the records of the corporation or in the most recent notice filed under the Corporations Information Act, whichever is the more current.  R.S.O. 1990, c. B.16, s. 262 (1). Idem (2) A notice or document sent in accordance with subsection (1) to a shareholder or director of a corporation is deemed to be received by the addressee on the fifth day after mailing.  R.S.O. 1990, c. B.16, s. 262 (2). Director (3) A director named in the articles or the most recent return or notice filed under the Corporations Information Act, or a predecessor thereof, is presumed for the purposes of this Act to be a director of the corporation referred to in the articles, return or notice.  R.S.O. 1990, c. B.16, s. 262 (3). Where notice returned (4) Where a corporation sends a notice or document to a shareholder in accordance with subsection (1) and the notice or document is returned on three consecutive occasions because the shareholder cannot be found, the corporation is not required to send any further notices or documents to the shareholder until the shareholder informs the corporation in writing of the shareholder’s new address.  R.S.O. 1990, c. B.16, s. 262 (4). Application to court (5) Where it is impracticable or impossible to comply with subsection (1), a person may apply to the court for such order as the court thinks fit.  R.S.O. 1990, c. B.16, s. 262 (5). Electronic communications (6) A notice or document sent in accordance with subsection (1) or section 263 may be sent by electronic means in accordance with the Electronic Commerce Act, 2000. 2023, c. 9, Sched. 4, s. 18. Section Amendments with date in force (d/m/y) 2006, c. 34, Sched. B, s. 39 - 01/08/2007 2023, c. 9, Sched. 4, s. 18
- 01/10/2023
263 (1) Except where otherwise provided in this Act, a notice or document required to be sent to a corporation may be sent to the corporation by prepaid mail at its registered office as shown on the records of the Director or may be delivered personally to the corporation at such office and shall be deemed to be received by the corporation on the fifth day after mailing.  R.S.O. 1990, c. B.16, s. 263. Exception (2) A notice or other document that is required or permitted by this Act or the regulations to be sent by the Director may be sent by ordinary mail or by any other method, including registered mail, certified mail or prepaid courier, to an address referred to in this section or section 262 if there is a record that the notice or document has been sent. 2017, c. 20, Sched. 6, s. 36. Same (3) A notice or other document referred to in subsection (2) may be sent by telephonic or electronic means if there is a record that the notice or other document has been sent and, for greater certainty, the sending of a notice or other document by telephonic or electronic means does not require the consent of the intended recipient. 2017, c. 20, Sched. 6, s. 36. Deemed delivery (4) A notice or other document sent by mail by the Director shall be deemed to have been received by the intended recipient on the earlier of, (a)  the day the intended recipient actually receives it; or (b)  the fifth business day after the day it is mailed.  1994, c. 27, s. 71 (34). Same (5) A notice or other document sent by a method referred to in subsection (3) shall be deemed to have been received by the intended recipient on the earlier of, (a)  the day the intended recipient actually receives it; or (b)  the first business day after the day the transmission is sent by the Director.  1994, c. 27, s. 71 (34). Section Amendments with date in force (d/m/y) 1994, c. 27, s. 71 (34) - 01/03/1995 2017, c. 20, Sched. 6, s. 36 - 19/10/2021
264 (1) Where a notice or document is required by this Act or the regulations to be sent, the notice may be waived or the time for the sending of the notice or document may be waived or abridged at any time with the consent in writing of the person entitled thereto.  R.S.O. 1990, c. B.16, s. 264. Electronic communications (2) The consent of a person entitled to waive the requirement for the sending of a notice or document or to waive or abridge the time for the sending of the notice or the document under subsection (1) may be sent by electronic means in accordance with the Electronic Commerce Act, 2000.  2006, c. 34, Sched. B, s. 40. Section Amendments with date in force (d/m/y) 2006, c. 34, Sched. B, s. 40 - 01/08/2007
265 The Director may delegate in writing any or all of the Director’s duties and powers under this Act to any person, subject to any restrictions set out in the delegation. 2017, c. 20, Sched. 6, s. 37. Section Amendments with date in force (d/m/y) 1994, c. 27, s. 71 (35) - 05/05/2000 2011, c. 1, Sched. 5, s. 1 (1) - 30/03/2011 2017, c. 20, Sched. 6, s. 37 - 19/10/2021