jswizzle3737/ontario_laws_and_regs huggingface dataset:
2 (1) This Act, except where it is otherwise expressly provided, applies to every body corporate with share capital, (a)  incorporated by or under a general or special Act of the Parliament of the former Province of Upper Canada; (b)  incorporated by or under a general or special Act of the Parliament of the former Province of Canada that has its registered office and carries on business in Ontario; or (c)  incorporated by or under a general or special Act of the Legislature, but this Act does not apply to a corporation within the meaning of the Loan and Trust Corporations Act except as provided by that Act.  R.S.O. 1990, c. B.16, s. 2 (1). Idem (2) Despite The Railways Act, being chapter 331 of the Revised Statutes of Ontario, 1950, and subject to subsection 168 (6), this Act applies to a body corporate with share capital that is a company as defined in that Act but that is not engaged in constructing or operating a railway, street railway or incline railway.  R.S.O. 1990, c. B.16, s. 2 (2). Idem (3) This Act does not apply to a body corporate with share capital that, (a)  is a company within the meaning of the Corporations Act and has objects in whole or in part of a social nature; (b)  is a corporation to which the Co-operative Corporations Act applies; (c)  is a corporation that is an insurer within the meaning of subsection 141 (1) of the Corporations Act; or (d)  is a corporation to which the Credit Unions and Caisses Populaires Act, 2020 applies.  R.S.O. 1990, c. B.16, s. 2 (3); 2017, c. 2, Sched. 12, s. 1 (2); 2020, c. 36, Sched. 7, s. 296 (1). Section Amendments with date in force (d/m/y) 2017, c. 2, Sched. 12, s. 1 (2) - 22/03/2017 2020, c. 36, Sched. 7, s. 296 (1) - 01/03/2022 PART II   INCORPORATION
3 (1) Repealed:  2000, c. 42, Sched., s. 1. Incorporation (2) A corporation may be incorporated under this Act with its powers restricted by its articles to lending and investing money on mortgage of real estate or otherwise, or with its powers restricted by its articles to accepting and executing the office of liquidator, receiver, assignee, trustee in bankruptcy or trustee for the benefit of creditors and to accepting the duty of and acting generally in the winding up of corporations, partnerships and estates, other than estates of deceased persons, and shall not by reason thereof be deemed to be a corporation within the meaning of the Loan and Trust Corporations Act, but the number of its shareholders, exclusive of persons who are in the employment of the corporation, shall be limited by its articles to five, and no such corporation shall issue debt obligations except to its shareholders, or borrow money on the security of its property except from its shareholders, or receive money on deposit or offer its securities to the public.  R.S.O. 1990, c. B.16, s. 3 (2). Section Amendments with date in force (d/m/y) 2000, c. 42, Sched., s. 1 - 01/11/2001
3.1 (1) In this section and in sections 3.2, 3.3 and 3.4, “member” means a member of a profession governed by an Act that permits the profession to be practised through a professional corporation; (“membre”) “professional corporation” means a corporation incorporated or continued under this Act that holds a valid certificate of authorization or other authorizing document issued under an Act governing a profession. (“société professionnelle”)  2000, c. 42, Sched., s. 2. Professions (2) Where the practice of a profession is governed by an Act, a professional corporation may practise the profession if, (a)  that Act expressly permits the practice of the profession by a corporation and subject to the provisions of that Act; or (b)  the profession is governed by an Act named in Schedule 1 of the Regulated Health Professions Act, 1991, one of the following Acts or a prescribed Act: 1.  Chartered Professional Accountants of Ontario Act, 2017. 2.  Repealed: 2017, c. 8, Sched. 3, s. 74. 3.  Law Society Act. 4.  Social Work and Social Service Work Act, 1998. 5.  Veterinarians Act. 2000, c. 42, Sched., s. 2; 2010, c. 6, Sched. A, s. 69; 2010, c. 6, Sched. C, s. 67; 2017, c. 8, Sched. 3, s. 74. Regulations (3) The Lieutenant Governor in Council may make regulations prescribing Acts for the purposes of clause (2) (b).  2000, c. 42, Sched., s. 2. Section Amendments with date in force (d/m/y) 2000, c. 42, Sched., s. 2 - 01/11/2001 2010, c. 6, Sched. A, s. 69 - 18/05/2010; 2010, c. 6, Sched. C, s. 67 - 18/05/2010 2017, c. 8, Sched. 3, s. 74 - 17/05/2017
3.3 (1) Despite any other Act, a professional corporation’s certificate of authorization or other authorizing document remains valid and the corporation does not cease to be a professional corporation despite, (a)  the death of a shareholder; (b)  the divorce of a shareholder; (c)  the bankruptcy or insolvency of the corporation; (d)  the suspension of the corporation’s certificate of authorization or other authorizing document; or (e)  the occurrence of such other event or the existence of such other circumstance as may be prescribed.  2000, c. 42, Sched., s. 2; 2001, c. 8, s. 1 (1); 2001, c. 23, s. 6 (1). Invalidity of certificate (2) Subject to the regulations, a certificate of authorization or other authorizing document becomes invalid and the corporation ceases to be a professional corporation on the revocation of the certificate.  2000, c. 42, Sched., s. 2; 2001, c. 8, s. 1 (2). Regulations (3) For the purposes of subsection (1), the Lieutenant Governor in Council may make regulations, (a)  prescribing events and circumstances for the purposes of clause (1) (e); (a.1)  providing that, despite clause (1) (a), (b), (c), (d) or (e), whichever applies, a professional corporation’s certificate of authorization or other authorizing document ceases to be valid and the corporation ceases to be a professional corporation because of a failure to meet the terms and conditions described in the regulation; (a.2)  prescribing terms and conditions that apply with respect to the events and circumstances referred to in clauses (1) (a), (b), (c), (d) and (e); (a.3)  prescribing exceptions to the events and circumstances referred to in clauses (1) (a), (b), (c), (d) and (e); (b)  prescribing the manner in which shares of a shareholder are to be dealt with on the occurrence of any event mentioned in clauses (1) (a) to (e), the time within which they are to be dealt with and any other matter related to dealing with the shares.  2000, c. 42, Sched., s. 2; 2001, c. 23, s. 6 (2). Name change (4) A corporation that ceases to be a professional corporation shall change its name to remove from it the word “professional” or “professionnelle”.  2001, c. 8, s. 1 (3). Section Amendments with date in force (d/m/y) 2000, c. 42, Sched., s. 2 - 01/11/2001 2001, c. 8, s. 1 (1-3) - 01/11/2001; 2001, c. 23, s. 6 (1-2) - 05/12/2001
3.4 (1) Subsection 92 (1) shall not be construed as limiting the professional liability of a shareholder of a professional corporation under an Act governing the profession for acts of the shareholder or acts of employees or agents of the corporation.  2000, c. 42, Sched., s. 2. Deemed acts (2) For the purposes of professional liability, the acts of a professional corporation shall be deemed to be the acts of the shareholders, employees or agents of the corporation, as the case may be.  2000, c. 42, Sched., s. 2. Professional liability (3) The liability of a member for a professional liability claim is not affected by the fact that the member is practising the profession through a professional corporation.  2000, c. 42, Sched., s. 2. Joint and several liability (4) A person is jointly and severally liable with a professional corporation for all professional liability claims made against the corporation in respect of errors and omissions that were made or occurred while the person was a shareholder of the corporation.  2000, c. 42, Sched., s. 2. Same (5) The liability of a member under subsection (4) cannot be greater than his or her liability would be in the circumstances if he or she were not practising through the professional corporation.  2001, c. 8, s. 2. Same, partnerships and limited liability partnerships (6) If a professional corporation is a partner in a partnership or limited liability partnership, the shareholders of the corporation have the same liability in respect of the partnership or limited liability partnership as they would have if the shareholders themselves were the partners.  2001, c. 8, s. 2. Section Amendments with date in force (d/m/y) 2000, c. 42, Sched., s. 2 - 01/11/2001 2001, c. 8, s. 2 - 01/11/2001
4 (1) One or more individuals or bodies corporate or any combination thereof may incorporate a corporation by signing articles of incorporation and complying with section 6.  R.S.O. 1990, c. B.16, s. 4 (1). Idem (2) Subsection (1) does not apply to an individual who, (a)  is less than eighteen years of age; (b)  has been found under the Substitute Decisions Act, 1992 or under the Mental Health Act
to be incapable of managing property or who has been found to be incapable by a court in Canada or elsewhere; or (c)  has the status of bankrupt.  R.S.O. 1990, c. B.16, s. 4 (2); 2006, c. 34, Sched. B, s. 2. Section Amendments with date in force (d/m/y) 2006, c. 34, Sched. B, s. 2 - 01/08/2007
5 (1) Articles of incorporation must be in the form approved by the Director and must set out the information required by this Act, the regulations or the Director. 2017, c. 20, Sched. 6, s. 3 (1). First director’s consent (2) The corporation shall keep at its registered office the consent to act as a first director, in the approved form, (a)  of each individual who is named in the articles as a first director and who is not an incorporator; and (b)  of each individual who is named in the articles as a first director and who is an incorporator, if the articles are sent to the Director in an electronic format and the consent is required by the regulations. 2017, c. 20, Sched. 6, s. 3 (1). Inspection of consent (2.1) Upon request and without charge, the corporation shall permit a director, shareholder or creditor to inspect a consent mentioned in subsection (2) during the normal business hours of the corporation and to make a copy.  1999, c. 12, Sched. F, s. 2. Same, inspection by remote means (2.1.1) The corporation may, but is not required to, permit a director, shareholder or creditor to inspect a consent mentioned in subsection (2) remotely at any time by means of any technology and may also permit the person to make a copy by such means. 2023, c. 9, Sched. 4, s. 2. Same, no charge for inspection, copies (2.1.2) If the corporation permits a director, shareholder or creditor to inspect a consent or make copies in accordance with subsection (2.1.1), the corporation shall not charge the person for the inspection or the copies. 2023, c. 9, Sched. 4, s. 2. Director may require copy of consent (2.2) The Director may, at any time by notice, require that a copy of a consent mentioned in subsection (2) be provided to the Director within the time period set out in the notice. 2017, c. 20, Sched. 6, s. 3 (2). Provisions in articles (3) The articles may set out any provisions permitted by this Act or permitted by law to be set out in the by-laws of the corporation.  R.S.O. 1990, c. B.16, s. 5 (3). Where articles, etc., prevail (4) Subject to subsection (5), if a greater number of votes of directors or shareholders are required by the articles or a unanimous shareholder agreement than are required by this Act to effect any action, the provisions of the articles or of the unanimous shareholder agreement prevail.  R.S.O. 1990, c. B.16, s. 5 (4). Removal of director (5) The articles shall not require, (a)  a greater number of votes of shareholders to remove a director than the number specified in section 122; or (b)  a greater number of shareholders or their attorney authorized in writing to sign a resolution referred to in clause 104 (1) (c) to remove a director than the number specified in that clause. 2020, c. 34, Sched. 1, s. 2. Section Amendments with date in force (d/m/y) 1994, c. 27, s. 71 (2) - 01/03/1995; 1999, c. 12, Sched. F, s. 2- 27/03/2000 2006, c. 19, Sched. G, s. 2 - 01/08/2007 2017, c. 20, Sched. 6, s. 3 (1, 2) - 19/10/2021 2020, c. 34, Sched. 1, s. 2 - 05/07/2021 2023, c. 9, Sched. 4, s. 2 - 01/10/2023
6 An incorporator shall send to the Director articles of incorporation and any other required documents and information and, upon receipt of the articles, documents and information, the Director shall endorse the articles, in accordance with section 273, with a certificate which shall constitute the certificate of incorporation. 2017, c. 20, Sched. 6, s. 4. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 4 - 19/10/2021
7 A certificate of incorporation is conclusive proof that the corporation has been incorporated under this Act on the date set out in the certificate, except in a proceeding under section 240 to cancel the certificate for cause.  R.S.O. 1990, c. B.16, s. 7.
8 (1) Every corporation shall be assigned a number by the Director and such number shall be specified as the corporation number in the certificate of incorporation and in any other certificate relating to the corporation endorsed or issued by the Director.  R.S.O. 1990, c. B.16, s. 8 (1); 2017, c. 20, Sched. 6, s. 5 (1). Idem (2) Where no name is specified in the articles that are delivered to the Director, the corporation shall be assigned a number name.  R.S.O. 1990, c. B.16, s. 8 (2). Changing corporation number or number name (3) If, through inadvertence or otherwise, the Director has assigned to a corporation a corporation number or number name that is the same as the corporation number or number name of any other corporation previously assigned, the Director may, without holding a hearing, change the corporation number or number name assigned to the corporation and any certificate subsequently endorsed for the corporation under this Act must bear its new corporation number or number name. 2017, c. 20, Sched. 6, s. 5 (2). Reissue of certificate of incorporation or amalgamation (3.1) If a new corporation number or number name is assigned to a corporation under subsection (3), the Director may reissue the certificate of incorporation or certificate of amalgamation, whichever was most recently issued to the corporation, and the reissued certificate must bear the new corporation number or number name. 2017, c. 20, Sched. 6, s. 5 (2). Substitution of endorsed certificate (4) If, for any reason, the Director has endorsed a certificate in respect of articles that sets out the corporation number or number name incorrectly, the Director may, without holding a hearing, substitute a corrected certificate that bears the date of the certificate it replaces. 2017, c. 20, Sched. 6, s. 5 (2). Assignment of corporation numbers to bodies corporate (4.1) The Director may assign a corporation number to a body corporate that has not already been assigned a corporation number if the Director is of the opinion that it is appropriate to do so. 2017, c. 20, Sched. 6, s. 5 (2). Idem (5) The file number that was assigned to each corporation by the Minister prior to the 29th day of July, 1983 shall be deemed to be that corporation’s number.  R.S.O. 1990, c. B.16, s. 8 (5). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 5 (1) - 14/11/2017; 2017, c. 20, Sched. 6, s. 5 (2) - 19/10/2021
9 (1) Subject to subsection (2), a corporation shall not have a name, (a)  that contains a word or expression prohibited by the regulations; (b)  that is the same as or, except where a number name is proposed, similar to, (i)  the name of a known, (A)  body corporate, (B)  trust, (C)  association, (D)  partnership, (E)  sole proprietorship, or (F)  individual, whether in existence or not, or (ii)  the known name under which any body corporate, trust, association, partnership, sole proprietorship, or individual, carries on business or identifies himself, herself or itself, if the use of that name would be likely to deceive; or (c)  that does not meet the requirements prescribed by the regulations.  R.S.O. 1990, c. B.16, s. 9 (1). Exception to subs. (1) (2) A corporation may have a name described in clause (1) (b) upon complying with conditions prescribed by the regulations.  R.S.O. 1990, c. B.16, s. 9 (2). Documents filed (3) There shall be filed with the Director such documents relating to the name of the corporation as may be prescribed by the regulations.  R.S.O. 1990, c. B.16, s. 9 (3).
10 (1) The word “Limited”, “Limitée”, “Incorporated”, “Incorporée” or “Corporation” or the corresponding abbreviations “Ltd.”, “Ltée”, “Inc.” or “Corp.” shall be part, in addition to any use in a figurative or descriptive sense, of the name of every corporation, but a corporation may be legally designated by either the full or the abbreviated form.  R.S.O. 1990, c. B.16, s. 10 (1). Languages (2) Subject to this Act and the regulations, a corporation may have a name that is, (a)  English only; (b)  French only; (c)  one name that is a combination of English and French; or (d)  one name in English and one name in French that are equivalent but are used separately.  2010, c. 16, Sched. 8, s. 1 (1). Same (2.1) A corporation that has a name described in clause (2) (d) may be legally designated by its English name or its French name.  2010, c. 16, Sched. 8, s. 1 (2). Other restrictions (3) For the purposes of subsections (1) and (2), only letters from the Roman alphabet or Arabic numerals or a combination thereof, together with such punctuation marks and other marks as are permitted by regulation, may form part of the name of a corporation.  R.S.O. 1990, c. B.16, s. 10 (3). Other languages (4) Subject to the provisions of this Act and the regulations, a corporation may have in its articles a special provision permitting it to set out its name in any language and the corporation may be legally designated by that name.  R.S.O. 1990, c. B.16, s. 10 (4). Legibility (5) Despite subsection (4), a corporation shall set out its name in legible characters in all contracts, invoices, negotiable instruments and orders for goods or services issued or made by or on behalf of the corporation and in all documents sent to the Director under this Act.  R.S.O. 1990, c. B.16, s. 10 (5). Section Amendments with date in force (d/m/y) 1994, c. 27, s. 71 (3) - 01/03/1995 2010, c. 16, Sched. 8, s. 1 (1, 2) - 25/10/2010
11 (1) No person, while not incorporated, shall trade or carry on a business or undertaking under a name in which “Limited”, “Incorporated” or “Corporation” or any abbreviation thereof, or any version thereof in another language, is used.  R.S.O. 1990, c. B.16, s. 11 (1). Idem (2) Where a corporation carries on business or identifies itself to the public by a name or style other than as provided in the articles, that name or style shall not include the word “Limited”, “Incorporated” or “Corporation” or any abbreviation thereof or any version thereof in another language.  R.S.O. 1990, c. B.16, s. 11 (2).
12 (1) If a corporation, through inadvertence or otherwise, has acquired a name contrary to section 9 or 10, the Director may, after giving the corporation an opportunity to be heard, issue a certificate of amendment to the articles changing the name of the corporation to a name specified in the certificate and, upon the issuance of the certificate of amendment, the articles are amended accordingly.  R.S.O. 1990, c. B.16, s. 12 (1); 2004, c. 19, s. 3 (2). Written hearing (1.1) A hearing referred to in subsection (1) shall be in writing in accordance with the rules made by the Director under the
Statutory Powers Procedure Act.  1998, c. 18, Sched. E, s. 20. Failure to perform undertaking (2) Where an undertaking to dissolve or change its name is given by a corporation and the undertaking is not carried out within the time specified, the Director may, after giving the corporation an opportunity to be heard, issue a certificate of amendment to the articles changing the name of the corporation to a name specified in the certificate and, upon the issuance of a certificate of amendment, the articles are amended accordingly.  R.S.O. 1990, c. B.16, s. 12 (2). Idem (3) Where an undertaking to dissolve or change its name is given by a person who is not a corporation and the undertaking is not carried out within the time specified, the Director may, after giving the corporation that acquired the name by virtue of such undertaking an opportunity to be heard, issue a certificate of amendment to the articles changing the name of the corporation to a name specified in the certificate and, upon the issuance of the certificate, the articles are amended accordingly.  R.S.O. 1990, c. B.16, s. 12 (3). Section Amendments with date in force (d/m/y) 1998, c. 18, Sched. E, s. 20 - 01/03/1999; 2004, c. 19, s. 3 (2) - 01/06/2005
13 A corporation may, but need not, have a corporate seal.  R.S.O. 1990, c. B.16, s. 13.
14 (1) A corporation shall at all times have a registered office in Ontario at the location specified in its articles, in a resolution made under subsection (3) or in a special resolution made under subsection (4).  1994, c. 27, s. 71 (4); 2000, c. 26, Sched. B, s. 3 (3). Idem (2) The head office of every corporation incorporated prior to the 29th day of July, 1983 shall be deemed to be the registered office of the corporation.  R.S.O. 1990, c. B.16, s. 14 (2). Change of location (3) A corporation may by resolution of its directors change the location of its registered office within a municipality or geographic township.  1994, c. 27, s. 71 (5). Change of municipality, etc. (4) A corporation may by special resolution change the municipality or geographic township in which its registered office is located to another place in Ontario.  1994, c. 27, s. 71 (5). (5) Repealed: 2011, c. 1, Sched. 2, s. 1 (3). Section Amendments with date in force (d/m/y) 1994, c. 27, s. 71 (4, 5) - 01/03/1995 2000, c. 26, Sched. B, s. 3 (3) - 06/12/2000 2011, c. 1, Sched. 2, s. 1 (3) - 31/12/2015
15 A corporation has the capacity and the rights, powers and privileges of a natural person.  R.S.O. 1990, c. B.16, s. 15.
16 A corporation has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Ontario to the extent that the laws of such jurisdiction permit.  R.S.O. 1990, c. B.16, s. 16.
17 (1) It is not necessary for a by-law to be passed in order to confer any particular power on the corporation or its directors.  R.S.O. 1990, c. B.16, s. 17 (1). Power limited by articles, etc. (2) A corporation shall not carry on any business or exercise any power that it is restricted by its articles from carrying on or exercising, nor shall the corporation exercise any of its powers in a manner contrary to its articles.  R.S.O. 1990, c. B.16, s. 17 (2). Acting outside powers (3) Despite subsection (2) and subsection 3 (2), no act of a corporation including a transfer of property to or by the corporation is invalid by reason only that the act is contrary to its articles, by-laws, a unanimous shareholder agreement or this Act.  R.S.O. 1990, c. B.16, s. 17 (3).
18 No person is affected by or is deemed to have notice or knowledge of the contents of a document concerning a corporation by reason only that the document has been filed with the Director or is available for inspection at an office of the corporation.  R.S.O. 1990, c. B.16, s. 18.
19 A corporation or a guarantor of an obligation of a corporation may not assert against a person dealing with the corporation or with any person who has acquired rights from the corporation that, (a)  the articles, by-laws or any unanimous shareholder agreement have not been complied with; (b)  the persons named in the most recent notice filed under the Corporations Information Act, or named in the articles, whichever is more current, are not the directors of the corporation; (c)  the location named in the most recent notice filed under the Corporations Information Act or named in the articles, whichever is more current, is not the registered office of the corporation; (d)  a person held out by a corporation as a director, an officer or an agent of the corporation has not been duly appointed or does not have authority to exercise the powers and perform the duties that are customary in the business of the corporation or usual for such director, officer or agent; (e)  a document issued by any director, officer or agent of a corporation with actual or usual authority to issue the document is not valid or not genuine; or (f)  a sale, lease or exchange of property referred to in subsection 184 (3) was not authorized, 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
21 (1) Except as provided in this section, a person who enters into an oral or written contract in the name of or on behalf of a corporation before it comes into existence is personally bound by the contract and is entitled to the benefits thereof.  R.S.O. 1990, c. B.16, s. 21 (1). Adoption of contract by corporation (2) A corporation may, within a reasonable time after it comes into existence, by any action or conduct signifying its intention to be bound thereby, adopt an oral or written contract made before it came into existence in its name or on its behalf, and upon such adoption, (a)  the corporation is bound by the contract and is entitled to the benefits thereof as if the corporation had been in existence at the date of the contract and had been a party thereto; and (b)  a person who purported to act in the name of or on behalf of the corporation ceases, except as provided in subsection (3), to be bound by or entitled to the benefits of the contract.  R.S.O. 1990, c. B.16, s. 21 (2). Assignment, etc., of contract before adoption (2.1) Until a corporation adopts an oral or written contract made before it came into existence, the person who entered into the contract in the name of or on behalf of the corporation may assign, amend or terminate the contract subject to the terms of the contract.  2011, c. 1, Sched. 2, s. 1 (5). Non-adoption of contract (3) Except as provided in subsection (4), whether or not an oral or written contract made before the coming into existence of a corporation is adopted by the corporation, a party to the contract may apply to a court for an order fixing obligations under the contract as joint or joint and several or apportioning liability between the corporation and the person who purported to act in the name of or on behalf of the corporation, and, upon such application, the court may make any order it thinks fit.  R.S.O. 1990, c. B.16, s. 21 (3). Exception to subs. (1) (4) If expressly so provided in the oral or written contract referred to in subsection (1), a person who purported to act in the name of or on behalf of the corporation before it came into existence is not in any event bound by the contract or entitled to the benefits thereof.  R.S.O. 1990, c. B.16, s. 21 (4). Section Amendments with date in force (d/m/y) 2011, c. 1, Sched. 2, s. 1 (5) - 31/12/2015 PART III   CORPORATE FINANCE
22 (1) Shares of a corporation shall be in registered form and shall be without nominal or par value.  R.S.O. 1990, c. B.16, s. 22 (1). Idem (2) Shares with nominal or par value of a corporation incorporated before the 29th day of July, 1983 shall be deemed to be shares without nominal or par value.  R.S.O. 1990, c. B.16, s. 22 (2). Rights of shareholders (3) Where a corporation has only one class of shares, the rights of the holders thereof are equal in all respects and include the rights, (a)  to vote at all meetings of shareholders; and (b)  to receive the remaining property of the corporation upon dissolution.  R.S.O. 1990, c. B.16, s. 22 (3). Idem (4) The articles may provide for more than one class of shares and where they so provide, (a)  the rights, privileges, restrictions and conditions attaching to the shares of each class shall be set out therein; and (b)  each of the rights set out in subsection (3) shall be attached to at least one class of shares, but both such rights are not required to be attached to any one class.  R.S.O. 1990, c. B.16, s. 22 (4). Saving provision (5) Despite subsection (4), the right of the holders of a class of shares to one vote for each share at all meetings of shareholders other than meetings of the holders of another class of shares, or to receive the remaining property of the corporation upon dissolution, need not be set out in the articles.  R.S.O. 1990, c. B.16, s. 22 (5). Shares within a class equal (6) Except as provided in section 25, each share of a class shall be the same in all respects as every other share of that class.  R.S.O. 1990, c. B.16, s. 22 (6). Same rights, etc. (7) The articles may provide that two or more classes of shares or two or more series within a class of shares may have the same rights, privileges, restrictions and conditions.  2006, c. 34, Sched. B, s. 5. Section Amendments with date in force (d/m/y) 2006, c. 34, Sched. B, s. 5 - 01/08/2007
23 (1) Subject to the articles, the by-laws, any unanimous shareholder agreement and section 26, shares may be issued at such time and to such persons and for such consideration as the directors may determine.  R.S.O. 1990, c. B.16, s. 23 (1). Shares non-assessable (2) Shares issued by a corporation are non-assessable and the holders are not liable to the corporation or to its creditors in respect thereof.  R.S.O. 1990, c. B.16, s. 23 (2). Fully-paid shares (3) A share shall not be issued until the consideration for the share is fully paid in money or in property or past service that is not less in value 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. 23 (3). Value determined by directors (4) The directors shall, in connection with the issue of any share not issued for money, determine, (a)  the amount of money the corporation would have received if the share had been issued for money; and (b)  either, (i)  the fair value of the property or past service in consideration of which the share is issued, or (ii)  that such property or past service has a fair value that is not less than the amount of money referred to in clause (a).  R.S.O. 1990, c. B.16, s. 23 (4). Idem (5) In determining the value of property or past service, the directors may take into account reasonable charges and expenses of organization and reorganization and payments for property and past service reasonably expected to benefit the corporation.  R.S.O. 1990, c. B.16, s. 23 (5). Interpretation of property (6) For the purposes of subsection (3) and of subsection 24 (3), a document evidencing indebtedness of a person to whom shares are to be issued, or of any other person not dealing at arm’s length with such person within the meaning of that term in the Income Tax Act (Canada), does not constitute property.  R.S.O. 1990, c. B.16, s. 23 (6).
25 (1) The articles, subject to the limitations set out in them, (a)  may authorize the issue of any class of shares in one or more series and may fix the number of shares in, and determine the designation, rights, privileges, restrictions and conditions attaching to the shares of, each series; and (b)  may, where the articles authorize the issue of any class of shares in one or more series, authorize the directors to fix the number of shares in, and to determine the designation, rights, privileges, restrictions and conditions attaching to the shares of each series.  R.S.O. 1990, c. B.16, s. 25 (1). Proportionate abatement (2) If any amount, (a)  of cumulative dividends, whether or not declared, or declared non-cumulative dividends; or (b)  payable on return of capital in the event of the liquidation, dissolution or winding up of a corporation, in respect of shares of a series is not paid in full, the shares of the series shall participate rateably with the shares of all other series of the same class in respect of, (c)  all accumulated cumulative dividends, whether or not declared, and all declared non-cumulative dividends; or (d)  all amounts payable on return of capital in the event of the liquidation, dissolution or winding up of the corporation, as the case may be.  R.S.O. 1990, c. B.16, s. 25 (2). No priority of shares of same class (3) No rights, privileges, restrictions or conditions attached to a series of shares authorized under this section shall confer upon the shares of a series a priority in respect of, (a)  dividends; or (b)  return of capital in the event of the liquidation, dissolution or winding up of the corporation, over the shares of any other series of the same class.  R.S.O. 1990, c. B.16, s. 25 (3). Articles designating special shares (4) If, in respect of a series of shares, the directors exercise the authority conferred on them, before the issue of shares of the series, the directors shall send to the Director articles of amendment designating the series and any other required documents and information. 2017, c. 20, Sched. 6, s. 6. Certificate re special shares (5) On receipt of articles of amendment designating a series of shares under subsection (4) and any other required documents and information, the Director shall endorse the articles, in accordance with section 273, with a certificate which shall constitute the certificate of amendment. 2017, c. 20, Sched. 6, s. 6. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 6 - 19/10/2021
26 If it is so provided in the articles or a unanimous shareholder agreement, no shares of a class or series shall be issued unless the shares have first been offered to the shareholders of the corporation holding shares of that class or series or of another class or series on such terms as are provided in the articles or unanimous shareholder agreement.  R.S.O. 1990, c. B.16, s. 26.
27 (1) A corporation may issue warrants as evidence of conversion privileges or options or rights to acquire securities of the corporation, and shall set out the conditions thereof, (a)  in certificates evidencing the securities to which the conversion privileges, options or rights are attached; or (b)  in separate certificates or other documents.  R.S.O. 1990, c. B.16, s. 27 (1). Idem (2) Conversion privileges and options or rights to purchase securities of a corporation may be made transferable or non-transferable, and options or rights to purchase may be made separable or inseparable from any securities to which they are attached.  R.S.O. 1990, c. B.16, s. 27 (2). Corporation to maintain sufficient reserve (3) Where a corporation has granted privileges to convert any securities, other than shares issued by the corporation, into shares of the corporation or has issued or granted options or rights to acquire shares of the corporation and where the articles limit the number of authorized shares, the corporation shall reserve and continue to reserve sufficient authorized shares to meet the exercise of such conversion privileges, options and rights.  R.S.O. 1990, c. B.16, s. 27 (3).
28 (1) Except as provided in subsection (2) and sections 29 to 32, a corporation, (a)  shall not hold shares in itself or in its holding body corporate; and (b)  shall not permit any of its subsidiary bodies corporate to hold shares of the corporation.  R.S.O. 1990, c. B.16, s. 28 (1). Disposal of shares (2) A corporation shall cause a subsidiary body corporate of the corporation that holds shares of the corporation to sell or otherwise dispose of those shares within five years from the date the body corporate became a subsidiary of the corporation.  R.S.O. 1990, c. B.16, s. 28 (2).
30 (1) Subject to subsection (2) and to its articles, a corporation may purchase or otherwise acquire any of its issued shares or warrants.  R.S.O. 1990, c. B.16, s. 30 (1). Where prohibited (2) A corporation shall not make any payment to purchase or otherwise acquire shares issued by it if there are reasonable grounds for believing that, (a)  the corporation is or, after the payment, would be unable to pay its liabilities as they become due; or (b)  after the payment, the realizable value of the corporation’s assets would be less than the aggregate of, (i)  its liabilities, and (ii)  its stated capital of all classes.  R.S.O. 1990, c. B.16, s. 30 (2).
31 (1) Despite subsection 30 (2) but subject to subsection (3) of this section and to its articles, a corporation may purchase or otherwise acquire shares issued by it to, (a)  settle or compromise a debt or claim asserted by or against the corporation; (b)  eliminate fractional shares; or (c)  fulfil the terms of a non-assignable agreement under which the corporation has an option or is obliged to purchase shares owned by a current or former director, officer or employee of the corporation.  R.S.O. 1990, c. B.16, s. 31 (1). Idem (2) Despite subsection 30 (2), a corporation may purchase or otherwise acquire shares issued by it to, (a)  satisfy the claim of a shareholder who dissents under section 185; or (b)  comply with an order under section 248.  R.S.O. 1990, c. B.16, s. 31 (2). Restriction on payment (3) A corporation shall not make any payment to purchase or acquire under subsection (1) shares issued by it if there are reasonable grounds for believing that, (a)  the corporation is or, after the payment, would be unable to pay its liabilities as they become due; or (b)  after the payment, the realizable value of the corporation’s assets would be less than the aggregate of, (i)  its liabilities, and (ii)  the amount required for the payment on a redemption or in a liquidation of all shares where the holders have the right to be paid before the holders of the shares to be purchased or acquired, to the extent that the amount has not been included in its liabilities.  R.S.O. 1990, c. B.16, s. 31 (3); 2006, c. 34, Sched. B, s. 8. Section Amendments with date in force (d/m/y) 2006, c. 34, Sched. B, s. 8 - 01/08/2007
32 (1) Despite subsection 30 (2) and subsection 31 (3), but subject to subsection (2) and to its articles, a corporation may purchase or redeem any redeemable shares issued by it at prices not exceeding the redemption price thereof stated in the articles or calculated according to a formula stated in the articles.  R.S.O. 1990, c. B.16, s. 32 (1). Restriction on redemption (2) A corporation shall not make any payment to purchase or redeem any redeemable shares issued by it if there are reasonable grounds for believing that, (a)  the corporation is or, after the payment, would be unable to pay its liabilities as they become due; or (b)  after the payment, the realizable value of the corporation’s assets would be less than the aggregate of, (i)  its liabilities, and (ii)  the amount that would be required to pay the holders of shares that have a right to be paid, on a redemption or in a liquidation, rateably with or before the holders of the shares to be purchased or redeemed, to the extent that the amount has not been included in its liabilities.  R.S.O. 1990, c. B.16, s. 32 (2); 2006, c. 34, Sched. B, s. 9. Section Amendments with date in force (d/m/y) 2006, c. 34, Sched. B, s. 9 - 01/08/2007
33 A corporation may accept from any shareholder a share of the corporation surrendered to it as a gift, but may not extinguish or reduce a liability in respect of an amount unpaid on any such share except in accordance with section 34.  R.S.O. 1990, c. B.16, s. 33.
36 (1) A contract with a corporation providing for the purchase of shares of the corporation by the corporation is specifically enforceable against the corporation except to the extent that the corporation cannot perform the contract without thereby being in breach of section 30, 31 or 32.  R.S.O. 1990, c. B.16, s. 36 (1); 2006, c. 34, Sched. B, s. 10 (1). Idem (2) In any action brought on a contract referred to in subsection (1), the corporation has the burden of proving that performance thereof is prevented by section 30, 31 or 32.  R.S.O. 1990, c. B.16, s. 36 (2); 2006, c. 34, Sched. B, s. 10 (2). Enforcement of contract (3) Until the corporation has fulfilled all of its obligations under a contract referred to in subsection (1), the other party to the contract retains the status of a claimant entitled to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors and to the rights of holders of any class of shares whose rights were in priority to the rights given to the holders of the class of shares being purchased, but in priority to the rights of other shareholders.  2006, c. 34, Sched. B, s. 10 (3). Section Amendments with date in force (d/m/y) 2006, c. 34, Sched. B, s. 10 (1-3) - 01/08/2007
37 The directors may authorize the corporation to pay a reasonable commission to any person in consideration of the person’s purchasing or agreeing to purchase shares of the corporation from the corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.  R.S.O. 1990, c. B.16, s. 37.
38 (1) Subject to its articles and any unanimous shareholder agreement, the directors may declare and a corporation may pay a dividend by issuing fully paid shares of the corporation or options or rights to acquire fully paid shares of the corporation and, subject to subsection (3), a corporation may pay a dividend in money or property.  R.S.O. 1990, c. B.16, s. 38 (1). Stock dividend (2) If shares of a corporation are issued in payment of a dividend, the corporation may add all or part of the value of those shares to the stated capital account of the corporation maintained or to be maintained for the shares of the class or series issued in payment of the dividend.  2006, c. 34, Sched. B, s. 11. When dividend not to be declared (3) The directors shall not declare and the corporation shall not pay a dividend if there are reasonable grounds for believing that, (a)  the corporation is or, after the payment, would be unable to pay its liabilities as they become due; or (b)  the realizable value of the corporation’s assets would thereby be less than the aggregate of, (i)  its liabilities, and (ii)  its stated capital of all classes.  R.S.O. 1990, c. B.16, s. 38 (3). Section Amendments with date in force (d/m/y) 2006, c. 34, Sched. B, s. 11 - 01/08/2007
39 (1) Despite anything in this Act, a corporation, (a)  that for the time being carries on as its principal business the business of operating a producing mining, gas or oil property owned and controlled by it; (b)  that has at least 75 per cent of its assets being of a wasting character; or (c)  that is incorporated for the purpose of acquiring the assets or a substantial part of the assets of a body corporate and administering such assets for the purpose of converting them into cash and distributing the cash among the shareholders of the corporation, 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).
40 (1) The articles or by-laws of a corporation or, in the case of a corporation other than an offering corporation, a unanimous shareholder agreement, may provide that the corporation has a lien on a share registered in the name of a shareholder or the shareholder’s legal representative for a debt of that shareholder to the corporation, including an amount unpaid in respect of a share issued by a body corporate on the date it was continued under this Act.  2006, c. 8, s. 107. Exception (2) Subsection (1) does not apply to any class or series of shares listed and posted for trading on a stock exchange in or outside Canada.  2006, c. 8, s. 107. Enforcement of lien (3) A corporation may enforce a lien referred to in subsection (1) in accordance with its articles, by-laws or unanimous shareholder agreement.  2006, c. 8, s. 107. Section Amendments with date in force (d/m/y) 2006, c. 8, s. 107 - 01/01/2007
41 The shares of a corporation are personal property.  R.S.O. 1990, c. B.16, s. 41.
42 (1) An offering corporation shall not impose restrictions on the transfer or ownership of shares of any class or series except such restrictions as are authorized by its articles.  R.S.O. 1990, c. B.16, s. 42 (1); 1994, c. 27, s. 71 (6); 2006, c. 8, s. 108 (1). No public offer if  transfer, etc., restricted — exceptions (2) A corporation that has imposed restrictions on the transfer or ownership of a class or series of its shares shall not offer any of its shares of that class or series, or any shares convertible into shares of that class or series, to the public unless the restrictions are necessary, (a)  by or under any Act of Canada or Ontario as a condition to the obtaining, holding or renewal of authority to engage in any activity necessary to its undertaking; (b)  for the purpose of achieving or preserving its status as a Canadian body corporate for the purpose of any Act of Canada or Ontario; (c)  to limit to a specified level the ownership of its shares by any prescribed class of person for the purpose of assisting the corporation or any of its affiliates or associates to qualify under the Securities Act or similar legislation of a province or territory to obtain, hold or renew registration, or to qualify for membership in a stock exchange in Ontario recognized as such by the Commission; or (d)  to attain or to maintain a specified level of Canadian ownership or control for the purpose of assisting the corporation or any of its affiliates or associates to qualify to receive licences, permits, grants, payments or other benefits under any prescribed Act of Canada or a province or ordinance of a territory.  R.S.O. 1990, c. B.16, s. 42 (2); 1994, c. 27, s. 71 (6); 2006, c. 8, s. 108 (2). Application of subs. (2) (c, d) (3) Nothing in clause (2) (c) or (d) authorizes a corporation to impose restrictions on the transfer or ownership of shares of any class or series of which any shares are outstanding unless, (a)  in the case of restrictions in respect of a class, the shares of the class; or (b)  in the case of restrictions in respect of a series, the shares of the series, are already subject to restrictions for the purpose described in clause (2) (c) or (d).  R.S.O. 1990, c. B.16, s. 42 (3); 1994, c. 27, s. 71 (6). Idem (4) A corporation may, (a)  limit the number of its shares that may be owned; or (b)  prohibit the ownership of its shares, by any person whose ownership would adversely affect the ability of the corporation or any of its affiliates or associates to attain or maintain a level of Canadian ownership or control specified in its articles that equals or exceeds a specified level referred to in clause (2) (d).  R.S.O. 1990, c. B.16, s. 42 (4). Section Amendments with date in force (d/m/y) 1994, c. 27, s. 71 (6) - 01/03/1995; 2006, c. 8, s. 108 (1, 2) - 01/01/2007
43 Nothing in this Act prohibits the issue of debt obligations in bearer form.  R.S.O. 1990, c. B.16, s. 43.