jswizzle3737/ontario_laws_and_regs huggingface dataset:
46 (1) Every share certificate, (a)  shall bear upon its face the name of the company, a statement in English or in French that the company is incorporated in the Province of Ontario and a statement of its authorized capital; (b)  shall state the number and class of shares represented thereby and whether the shares are with par value or without par value and, if partly paid, the amount paid up thereon or that the shares are fully paid, as the case may be; (c)  if it represents preference shares, shall state thereon in legible characters the preferences, rights, conditions, restrictions, limitations or prohibitions attaching to the class of preference shares to which it belongs; and (d)  if it represents shares of a private company, shall bear upon its face the words “Private Company” or the words “compagnie fermée”. Exception (2) Where some but not all of the preference shares of a class are converted, redeemed or purchased for cancellation, it is unnecessary for the company to change the statement of its authorized capital on its share certificates.  R.S.O. 1990, c. C.38, s. 46.
47 A share certificate shall be signed manually by at least one officer of the company or by or on behalf of a transfer agent or branch transfer agent of the company, and the company may by by-law provide that any additional signatures required on share certificates may be printed, engraved, lithographed or otherwise mechanically reproduced thereon, and in such event share certificates so signed are as valid as if they had been signed manually.  R.S.O. 1990, c. C.38, s. 47.
48 (1) A company is not bound to see to the execution of any trust, whether express, implied or constructive, in respect of any share. Discharge (2) The receipt of the shareholder in whose name the share is registered on the books of the company is a valid and binding discharge to the company for any payment made in respect of such share whether notice of such trust has been given to the company or not. Application of money paid (3) The company is not bound to see to the application of the money paid upon such receipt.  R.S.O. 1990, c. C.38, s. 48 (1-3). Authority to transfer (4) The written authorization of an executor, administrator, guardian or trustee who is registered on the books of the company as holding shares in any such capacity is sufficient justification for the company to register a transfer of such shares, including a transfer into the name of such executor, administrator, guardian or trustee absolutely.  R.S.O. 1990, c. C.38, s. 48 (4); 1992, c. 32, s. 6 (2). Section Amendments with date in force (d/m/y) 1992, c. 32, s. 6 (2) - 03/04/1995
49 (1) A public company, if so authorized by its letters patent or supplementary letters patent and subject to the provisions respecting share warrants therein contained, may, with respect to any fully-paid shares, issue under the seal of the company a share warrant stating that the bearer of it is entitled to the share or shares therein specified, and may provide, by coupons or otherwise, for the payment of future dividends on the share or shares specified in the share warrant. Entry of share warrant in company books (2) On the issue of a share warrant, the company shall remove from its books the name of the shareholder then entered thereon as holding such share or shares as if the person had ceased to be a shareholder and shall enter in such books the following particulars: 1.  The fact of the issue of the share warrant. 2.  A statement of the shares specified in the share warrant. 3.  The date of the issue of the share warrant. Transfer (3) A share warrant entitles the bearer thereof to the shares therein specified and the shares may be transferred by delivery of the warrant. Bearer of share warrant deemed shareholder (4) The bearer of a share warrant shall be deemed to be a shareholder of the company, except that the bearer is not entitled to receive notice of meetings or a copy of any financial statement or auditor’s report and is not qualified in respect of shares specified in the share warrant to be a director of the company. Voting rights (5) Upon presentation of a share warrant at a meeting of shareholders, its bearer is entitled to attend the meeting and vote the shares specified in it. Definition (6) For the purpose of subsection (5), the expression “share warrant” includes a certificate or other document satisfactory to the company to the effect that its bearer is the holder of a share warrant in respect of the shares specified in the certificate or other document. Exchange of warrant for registration as shareholder (7) The bearer of a share warrant is, subject to the provisions respecting share warrants contained in the letters patent or supplementary letters patent, entitled, on surrendering it for cancellation, to have the shares specified in it registered in the bearer’s name on the books of the company, and the company is responsible for any loss incurred by any person by reason of the company entering on its books the name of the bearer of a share warrant in respect of the shares specified in it without the warrant being surrendered and cancelled. Surrender of share warrant (8) Upon the surrender of a share warrant for cancellation, the date of the surrender shall be entered in the books of the company.  R.S.O. 1990, c. C.38, s. 49.
50 (1) No transfer of shares, unless made by sale under an execution or under a decree, order or judgment of a court of competent jurisdiction, is valid for any purpose whatsoever until registration thereof has been duly made in the register of transfers or in a branch register of transfers of the company, save only as exhibiting the rights of the parties thereto towards each other and, if absolute, of rendering any transferee jointly and severally liable with the transferor to the company and to its creditors. Exception (2) Despite subsection (1), where fully-paid shares are listed on a recognized stock exchange at the time of the delivery of a certificate for such shares with a duly executed instrument of transfer endorsed thereon or accompanying it, such delivery constitutes a valid transfer of the shares represented by such certificate, but, until registration of such transfer is duly made in the register of transfers or in a branch register of transfers of the company, the company may treat the person in whose name the shares represented by such certificate are registered on the books of the company as being solely entitled to receive notice of and vote at meetings of shareholders and receive any payments in respect of such shares whether by way of dividends or otherwise. Power of attorney not revoked by death (3) A power of attorney contained in a duly executed instrument of transfer endorsed on or accompanying a share certificate delivered for value before the death of the transferor is not revoked by the death of the transferor but is valid and effectual subject to the conditions or restrictions, if any, contained therein.  R.S.O. 1990, c. C.38, s. 50.
51 (1) The directors may refuse to permit the registration of a transfer of shares on the books of the company for the purpose of notifying the person registered thereon as owner of such shares of the application for such registration, and in that event the company shall forthwith give notice to such person of such application. Owner may lodge caveat (2) The owner may within seven days after the giving of such notice lodge a caveat against the registration of the transfer and thereupon the registration of the transfer shall not be made for a period of forty-eight hours. Transfer may be registered if no order served (3) If within one week after the giving of such notice or the expiration of such period of forty-eight hours, whichever last expires, no order of a competent court enjoining the registration of the transfer has been served upon the company, the transfer may be registered. Liability of company (4) Where a transfer of shares is registered after the proceedings mentioned in this section, the company is not liable in respect of such shares to a person whose rights are purported to be transferred, but nothing in this subsection prejudices any claim the transferor may have against the transferee.  R.S.O. 1990, c. C.38, s. 51.
52 (1) No registration of a transfer of shares that are not fully paid shall be made without the consent of the directors and of the transferee and, subject to subsection (4), where such registration is made with the consent of the directors, the transferor is not liable to the company or to its creditors for the amount unpaid on such shares. Directors’ liability (2) Subject to subsection (3), where registration is made with the consent of the directors of a transfer of shares that are not fully paid to a person whom the directors have reason to believe is not of sufficient means to pay fully for such shares, the directors are jointly and severally liable to the company and to its creditors in the same manner and to the same extent as the transferor would have been liable if the registration had not been made. Relief from liability (3) If a director, present when such consent to registration is given, forthwith, or, if a director then absent, within seven days after he or she becomes aware of such consent, delivers to an officer of the company a written protest against such consent and, within seven days after delivery of such protest, sends a copy of such protest by registered mail to the Minister, such director thereby and not otherwise exonerates himself or herself from liability under subsection (2). Liability where call remains unpaid (4) Where the transfer of a share upon which a call is unpaid is registered with the consent of the directors and of the transferee, the transferee is liable for the call to the same extent and with the same liability to forfeiture of the share, if the call remains unpaid, as if the transferee had been the holder when the call was made, and the transferor also remains liable for the call until it is paid.  R.S.O. 1990, c. C.38, s. 52.
53 Where upon the death of a holder of any shares or securities of a company a transmission thereof takes place to or title to or control thereof vests or is claimed to vest in any person, herein called “the successor”, the company is justified in permitting or consenting to the registration thereof in the name of the successor on the company’s books or in paying the principal amount thereof or any dividend or interest thereon to the successor, (a)  if the successor claims by virtue of a grant of probate or letters of administration or other instrument issued or purporting to be issued by a court or other judicial authority in any jurisdiction, upon production of the same or an authenticated copy thereof or extract therefrom or a certificate of such grant under the seal of such court or other authority without any proof of the authenticity of such seal or other proof whatever and deposit of a copy thereof; (b)  if the successor claims by virtue of the laws of any jurisdiction in which any such transmission or vesting of title or control takes place without a grant of probate or letters of administration or other court or judicial action, upon production and deposit of proof thereof in accordance with the laws of such jurisdiction and reasonable evidence of such laws; or (c)  if the net value of the estate of the deceased holder is less than $1,500 or if the market value of the shares or securities is less than $300, upon proof thereof to the reasonable satisfaction of the company, together with, in any such event, production and deposit by the successor of a sworn statement showing the nature of the transmission or vesting of title or control, as the case may be.  R.S.O. 1990, c. C.38, s. 53.
54 (1) The directors may by resolution call in and by notice thereof in writing demand from the shareholders the whole or any part of the amount unpaid on shares held by them at such times and places and in such payments or instalments as this Act, the special Act, the letters patent, the supplementary letters patent, the by-laws or the terms of allotment and issue of such shares require or allow. Demand to state liability to forfeiture (2) The demand shall state that, in the event of the call not being paid in accordance with the demand, the shares in respect of which the call was made will be liable to be forfeited. Liability for interest (3) If a shareholder fails to pay a call due by the shareholder on or before the day appointed for the payment thereof, the shareholder is liable to pay interest on the amount thereof at the rate of 5 per cent per year from the day appointed for payment to the time of payment. Forfeiture of shares (4) In the event of the call not being paid in accordance with the demand, the directors may forfeit any shares on which the call is not paid. Sale of forfeited shares (5) Any forfeited shares become the property of the company upon the forfeiture, and, subject to its by-laws, may be sold. Continuing liability (6) Despite such forfeiture, the holder of such shares at the time of forfeiture continues liable to the company and to its creditors for the full amount unpaid on such shares at the time of forfeiture, less any sums that are subsequently received by the company in respect thereof. Refund of excess on sale (7) Where the company receives on the sale of forfeited shares an amount in excess of the amount then unpaid on such shares, the excess amount shall be paid to the person whose shares were forfeited. Recovery of calls by suit (8) The directors may, instead of forfeiting any shares, enforce payment of all calls and interest thereon by action in a court of competent jurisdiction.  R.S.O. 1990, c. C.38, s. 54.
55 The directors may receive at any time from a shareholder all or any part of the money uncalled and unpaid upon shares held by the shareholder.  R.S.O. 1990, c. C.38, s. 55.
56 (1) A shareholder shall not, as such, be held answerable or responsible for any act, default, obligation or liability of the company, or for any engagement, claim, payment, loss, injury, transaction, matter or thing relating to or connected with the company beyond the amount unpaid on the shareholder’s shares. Shareholder’s liability (2) A shareholder, until the whole amount has been paid up on the shareholder’s shares, is liable to the creditors of the company to an amount equal to that unpaid thereon, but the shareholder is not liable to an action therefor by a creditor until an execution at the suit of the creditor against the company has been returned unsatisfied in whole or in part. Amount recoverable (3) The amount due on such execution, not exceeding the amount unpaid on the shareholder’s shares, is the amount recoverable from such shareholder and, when so recovered, shall be considered as paid on those shares. Set-off (4) A shareholder may plead by way of defence, in whole or in part, to any such action by a creditor any set-off that the shareholder could set up against the company except a claim for unpaid dividends or a salary or allowance as a director or officer of the company.  R.S.O. 1990, c. C.38, s. 56.
57 (1) No executor, administrator, guardian or trustee who is registered on the books of the company as a shareholder and therein described as representing in any such capacity a named estate, person or trust is personally liable in respect of the shares that he, she or it so represents.  R.S.O. 1990, c. C.38, s. 57 (1); 1992, c. 32, s. 6 (3). Liability of estate, etc. (2) The estate, person or trust so represented is liable as if the testator, intestate, mentally incapable person, ward or beneficiary were registered on the books of the company as the holder of the shares.  R.S.O. 1990, c. C.38, s. 57 (2); 1992, c. 32, s. 6 (4). Where trustee, etc., liable (3) If the testator, intestate, mentally incapable person, ward or beneficiary so represented is not named on the books of the company, the executor, administrator, committee, guardian or trustee is personally liable in respect of such shares as if he, she or it held them in his, her or its own name as owner thereof.  R.S.O. 1990, c. C.38, s. 57 (3); 1992, c. 32, s. 6 (5). Section Amendments with date in force (d/m/y) 1992, c. 32, s. 6 (3-5) - 03/04/1995
58 (1) The word “mortgagee”, as used in subsection (2), includes a trustee for holders of securities. Mortgagee not personally liable (2) No mortgagee of a share of a company and no person holding such a share as collateral security who is registered on the books of the company as the holder of such share and therein described as representing in either of such capacities a named mortgagor or person giving such collateral security is personally liable in respect of such share that he, she or it so represents, but the mortgagor or other person giving such collateral security is liable as if the mortgagor or other person were registered on the books of the company as the holder of such share.  R.S.O. 1990, c. C.38, s. 58.
59 (1) The directors may pass by-laws, (a)  for borrowing money on the credit of the company; (b)  for issuing, selling or pledging securities of the company; or (c)  for charging, mortgaging, hypothecating or pledging all or any of the property of the company, including book debts and unpaid calls, rights, powers, franchises and undertaking, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the company. Definition (2) The expression “property of the company” in subsection (1) and in every predecessor thereof includes and has included always both present and future property of the company. Borrowing by-laws to be confirmed (3) No by-law passed under subsection (1) is effective until it has been confirmed by at least two-thirds of the votes cast at a general meeting of shareholders duly called for considering it.  R.S.O. 1990, c. C.38, s. 59.
60 A condition contained in a security or in a deed for securing a security is not invalid by reason only that the security is thereby made irredeemable or redeemable only on the happening of a contingency, however remote, or on the expiration of a period, however long.  R.S.O. 1990, c. C.38, s. 60.
61 (1) A copy certified by an officer of the company to be a true copy, or any other type of copy permitted by the Director of any charge, mortgage or other instrument of hypothecation or pledge made by the company to secure its securities, must be filed forthwith with the Minister. 2017, c. 20, Sched. 7, s. 22. Exception (2) Subsection (1) does not apply to a charge or mortgage filed with the Minister under any other Act. R.S.O. 1990, c. C.38, s. 61 (2). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 22 - 19/10/2021
62 (1) Subject to the special Act, letters patent or supplementary letters patent of the company, the directors may declare and the company may pay dividends on the issued shares of the company. Manner of payment (2) A dividend may be paid in money or in specie or in kind not exceeding in value the amount of the dividend. When dividend not to be declared (3) The directors shall not declare and the company shall not pay any dividend or bonus when the company is insolvent, or any dividend or bonus the payment of which renders the company insolvent or that diminishes its capital, and, if any dividend or bonus is declared and paid contrary to this subsection, the directors are jointly and severally liable to the company for the amount of the dividend so declared and paid or such part thereof as renders the company insolvent or diminishes its capital. Relief from liability (4) If a director, present when any such dividend or bonus is declared, forthwith, or, if a director then absent, within seven days after he or she becomes aware of such declaration, delivers to an officer of the company a written protest against such declaration and, within seven days after delivery of such protest, sends a copy of such protest by registered mail to the Minister, such director thereby and not otherwise exonerates himself or herself from liability under subsection (3). Companies with wasting assets (5) Nothing in this section prevents a mining company or a company whose assets are of a wasting character, or a company incorporated for the object of acquiring and administering the assets or a substantial part of the assets of another corporation, either from such corporation or from the assign of such corporation, for the purpose of converting such assets into money and distributing the money among the shareholders of the company, from declaring and paying dividends out of funds derived from the operations of the company. Extent of impairment of capital (6) The powers conferred by subsection (5) may be exercised despite the fact that the value of the net assets of the company may be thereby reduced to less than the issued capital of the company 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 company exclusive of its issued capital. Where confirmed by-law required (7) Subject to subsection (8), the powers conferred by subsection (5) may be exercised only under the authority of a by-law passed by the directors and confirmed by at least two-thirds of the votes cast at a general meeting of the shareholders duly called for considering it. Idem (8) Where dividends have been paid by a company in any of the cases mentioned in subsection (5) without the authority of a by-law, the payment thereof is nevertheless valid if a by-law adopting and approving the payment is passed by the directors and confirmed by the shareholders in the manner mentioned in subsection (7).  R.S.O. 1990, c. C.38, s. 62.
63 For the amount of any dividend that the directors may declare payable in money, they may declare a stock dividend and issue therefor shares of the company as fully paid or may credit the amount of such dividend on shares of the company already issued but not fully paid, and the liability of the holders of such shares shall be reduced by the amount of such dividend.  R.S.O. 1990, c. C.38, s. 63.
64 The directors, upon declaring a dividend, may direct that no transfer of shares shall be registered on the books of the company for a stated period, not exceeding two weeks, immediately preceding the payment of the dividend, and payment thereof shall be made to the shareholders of record on the date of closing the books.  R.S.O. 1990, c. C.38, s. 64.
65 The letters patent, supplementary letters patent or by-laws of a company may provide that every shareholder entitled to vote at an election of directors has the right to cast thereat a number of votes equal to the number of votes attached to the shares held by the shareholder multiplied by the number of directors to be elected, and the shareholder may cast all such votes in favour of one candidate or distribute them among the candidates in such manner as the shareholder sees fit, and that, where a shareholder has voted for more than one candidate without specifying the distribution of the votes among such candidates the shareholder shall be deemed to have divided the votes equally among the candidates for whom the shareholder voted.  R.S.O. 1990, c. C.38, s. 65.
66 Where the letters patent, supplementary letters patent or by-laws of a company provide for the election of directors by cumulative voting under section 65, the letters patent, supplementary letters patent or by-laws may provide that the shareholders may, by a resolution passed by at least two-thirds of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of his or her term of office, and may, by a majority of the votes cast at that meeting, elect any person in his or her stead for the remainder of the term, but that no director shall be removed where the votes cast against the resolution for his or her removal would, if cumulatively voted at an election of the full board of directors, be sufficient to elect one or more directors.  R.S.O. 1990, c. C.38, s. 66.
67 (1) Where the letters patent, supplementary letters patent or by-laws of a company do not provide for cumulative voting under section 65, the letters patent, supplementary letters patent or by-laws may provide that the shareholders may, by a resolution passed by at least two-thirds of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of his or her term of office, and may, by a majority of the votes cast at that meeting, elect any person in his or her stead for the remainder of the term. Exception (2) Subsection (1) does not affect the operation of any provision respecting the removal of directors in the letters patent or supplementary letters patent of a company issued before the 30th day of April, 1954.  R.S.O. 1990, c. C.38, s. 67.
68 (1) The directors may pass by-laws not contrary to this Act or to the letters patent or supplementary letters patent to regulate, (a)  the allotment and issue of shares, the making of calls thereon, the payment thereof, the issue of share certificates, the forfeiture of shares for non-payment, the sale of forfeited shares, the transfer and the registration of transfers of shares; (b)  the declaration and payment of dividends; (c)  the qualification and remuneration of the directors; (d)  the time for and the manner of election of directors; (e)  the appointment, remuneration, functions, duties and removal of agents, officers and employees of the company and the security, if any, to be given by them to it; (f)  the time and place and the notice to be given for the holding of meetings of the shareholders and of the board of directors, the quorum at meetings of shareholders, the requirements as to proxies, and the procedure in all things at shareholders’ meetings and at meetings of the board of directors; (g)  the conduct in all other particulars of the affairs of the company. Confirmation (2) A by-law passed under subsection (1) and a repeal, amendment or re-enactment thereof, unless in the meantime confirmed at a general meeting of the shareholders duly called for that purpose, is effective only until the next annual meeting of the shareholders unless confirmed thereat and, in default of confirmation thereat, ceases to have effect at and from that time, and in that case no new by-law of the same or like substance has any effect until confirmed at a general meeting of the shareholders. Rejection, etc. (3) The shareholders may at the general meeting or the annual meeting mentioned in subsection (2) confirm, reject, amend or otherwise deal with any by-law passed by the directors and submitted to the meeting for confirmation, but no act done or right acquired under any such by-law shall be prejudicially affected by any such rejection, amendment or other dealing.  R.S.O. 1990, c. C.38, s. 68.
69 No by-law for the payment of the president as president or of any director as a director is effective until it has been confirmed at a general meeting of the shareholders duly called for that purpose.  R.S.O. 1990, c. C.38, s. 69.
70 (1) Where the number of directors on the board of directors of a company is more than six, the directors may pass a by-law authorizing them to elect from among their number an executive committee consisting of not fewer than three and to delegate to the executive committee any powers of the board, subject to the restrictions, if any, contained in the by-law or imposed from time to time by the directors. Confirmation (2) The by-law is not effective until it has been confirmed by at least two-thirds of the votes cast at a general meeting of the shareholders duly called for that purpose. Quorum (3) An executive committee may fix its quorum at not less than a majority of its members.  R.S.O. 1990, c. C.38, s. 70.
71 (1) Every director of a company who is in any way directly or indirectly interested in a proposed contract or a contract with the company shall declare his or her interest at a meeting of the directors of the company. Time of declaration (2) In the case of a proposed contract, the declaration required by this section shall be made at the meeting of the directors at which the question of entering into the contract is first taken into consideration or, if the director is not at the date of that meeting interested in the proposed contract, at the next meeting of the directors held after he or she becomes so interested, and, in a case where the director becomes interested in a contract after it is made, the declaration shall be made at the first meeting of the directors held after he or she becomes so interested. General notice (3) For the purposes of this section, a general notice given to the directors of a company by a director to the effect that he or she is a shareholder of or otherwise interested in any other company, or is a member of a specified firm and is to be regarded as interested in any contract made with such other company or firm, shall be deemed to be a sufficient declaration of interest in relation to a contract so made, but no such notice is effective unless it is given at a meeting of the directors or the director takes reasonable steps to ensure that it is brought up and read at the next meeting of the directors after it is given. Effect of declaration (4) If a director has made a declaration of his or her interest in a proposed contract or contract in compliance with this section and has not voted in respect of the contract, the director is not accountable to the company or to any of its shareholders or creditors for any profit realized from the contract, and the contract is not voidable by reason only of the director holding that office or of the fiduciary relationship established thereby. Confirmation by shareholders (5) Despite anything in this section, a director is not accountable to the company or to any of its shareholders or creditors for any profit realized from such contract and the contract is not by reason only of the director’s interest therein voidable if it is confirmed by a majority of the votes cast at a general meeting of the shareholders duly called for that purpose and if the director’s interest in the contract is declared in the notice calling the meeting. Offence (6) If a director is liable in respect of profit realized from any such contract and the contract is by reason only of his or her interest therein voidable, the director is guilty of an offence and on conviction is liable to a fine of not more than $200.  R.S.O. 1990, c. C.38, s. 71.
73 (1) A person who becomes an insider of a company shall, within ten days after the end of the month in which the person becomes an insider, file with the Commission a report, as of the day on which the person became an insider, of the person’s direct or indirect beneficial ownership of or control or direction over capital securities of the company. Idem (2) If a person who is an insider of a company, but has no direct or indirect beneficial ownership of or control or direction over capital securities of the company, acquires direct or indirect beneficial ownership of or control or direction over any such securities, the person shall, within ten days after the end of the month in which the person acquired such direct or indirect beneficial ownership or such control or direction, file with the Commission a report, as of the date of such acquisition, of the person’s direct or indirect beneficial ownership of or control or direction over capital securities of the company. Report of subsequent changes (3) A person who has filed or is required to file a report under this section or any predecessor thereof and whose direct or indirect beneficial ownership of or control or direction over capital securities of the company changes from that shown or required to be shown in such report or in the last report filed by the person under this subsection shall, within ten days following the end of the month in which such change takes place, provided that the person was an insider of the company at any time during such month, file with the Commission a report of the person’s direct or indirect beneficial ownership of or the person’s control or direction over capital securities of the company at the end of such month and the change or changes therein that occurred during the month, and giving such details of each transaction as may be required by the regulations made under section 78.  R.S.O. 1990, c. C.38, s. 73.
74 (1) All reports filed with the Commission under section 73 or any predecessor thereof shall be open to public inspection at the offices of the Commission during normal business hours of the Commission, and any person may make extracts from such reports. Publication of information contained in reports (2) The Commission shall summarize in or as part of a monthly periodical for distribution to the public on payment of a reasonable fee therefor the information contained in the reports so filed.  R.S.O. 1990, c. C.38, s. 74.
75 (1) Every person who is required to file a report under section 73 or any predecessor thereof and who fails so to do is guilty of an offence and on conviction is liable to a fine of not more than $1,000, and, where such person is a company, every director or officer of such company who authorized, permitted or acquiesced in such failure is also guilty of an offence and on conviction is liable to a like fine. Idem (2) Every person who files a report under section 73 or any predecessor thereof that is false or misleading by reason of the misstatement or omission of a material fact is guilty of an offence and on conviction is liable to a fine of not more than $1,000, and, where such person is a company, every director or officer of such company who authorized, permitted or acquiesced in the filing of such false or misleading report is also guilty of an offence and on conviction is liable to a like fine. Saving (3) No person is guilty of an offence under subsection (2) if the person did not know and in the exercise of reasonable diligence could not have known that the report was false or misleading by reason of the misstatement or omission of a material fact. Consent to prosecute (4) No prosecution shall be brought under subsection (1) or (2) without the consent of the Commission.  R.S.O. 1990, c. C.38, s. 75.
76 (1) Every insider of a company or associate or affiliate of such insider, who, in connection with a transaction relating to the capital securities of the company, makes use of any specific confidential information for his, her or its own benefit or advantage that, if generally known, might reasonably be expected to affect materially the value of such securities, is liable to compensate any person for any direct loss suffered by such person as a result of such transaction, unless such information was known or ought reasonably to have been known to such person at the time of such transaction, and is also accountable to the company for any direct benefit or advantage received or receivable by such insider, associate or affiliate, as the case may be, as a result of such transaction.  R.S.O. 1990, c. C.38, s. 76 (1). (2) Repealed:  2002, c. 24, Sched. B, s. 25. Section Amendments with date in force (d/m/y) 2002, c. 24, Sched. B, s. 25 - 01/01/2004
77 (1) Upon application by any person who was at the time of a transaction referred to in subsection 76 (1) or is at the time of the application an owner of capital securities of the company, the court may, if satisfied that, (a)  such person has reasonable grounds for believing that the company has a cause of action under section 76; and (b)  either, (i)  the company has refused or failed to commence an action under section 76 within sixty days after receipt of a written request from such person so to do, or (ii)  the company has failed to prosecute diligently an action commenced by it under section 76, make an order, upon such terms as to security for costs and otherwise as to the court seems fit, requiring the Commission to commence or continue an action in the name of and on behalf of the company to enforce the liability created by section 76. Notice to company and O.S.C. (2) The company and the Commission shall be given notice of any application under subsection (1) and shall have the right to appear and be heard thereon. Order to require company to co-operate (3) Every order made under subsection (1) shall provide that the company shall co-operate fully with the Commission in the institution and prosecution of such action and shall make available to the Commission all books, records, documents and other material or information known to the company or reasonably ascertainable by the company relevant to such action. Appeal (4) An appeal lies to the Divisional Court from an order made under subsection (1).  R.S.O. 1990, c. C.38, s. 77.
78 The Lieutenant Governor in Council may make regulations, (a)  prescribing the form and content of the reports required to be filed under section 73; (b)  respecting any other matter necessary or advisable to carry out effectively the intent and purpose of sections 72 to 77.  R.S.O. 1990, c. C.38, s. 78.
79 (1) Upon the application of any interested person, the Commission may, if satisfied upon the circumstances of the particular case that there is adequate justification for so doing, make an order upon such terms and conditions as seem to the Commission to be expedient exempting in whole or in part any person from the requirements of section 73. R.S.O. 1990, c. C.38, s. 79 (1). (2) Repealed: 2021, c. 40, Sched. 19, s. 9. Appeal from Commission (3) Any person who feels aggrieved by a decision of the Commission under this section may appeal the decision to the Divisional Court, and subsections 9 (2) to (6) of the Securities Act apply to the appeal.  R.S.O. 1990, c. C.38, s. 79 (3). Section Amendments with date in force (d/m/y) 2021, c. 40, Sched. 19, s. 9 - 29/04/2022
80 Every director and officer of a company, and his or her heirs, executors and administrators, and estate and effects, respectively, may, with the consent of the company, given at any meeting of the shareholders, from time to time and at all times, be indemnified and saved harmless out of the funds of the company, from and against, (a)  all costs, charges and expenses whatsoever that he, she or it sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him, her or it, for or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him, her or it, in or about the execution of the duties of his, her or its office; and (b)  all other costs, charges and expenses that he, she or it sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his, her or its own wilful neglect or default.  R.S.O. 1990, c. C.38, s. 80; 1998, c. 18, Sched. E, s. 62. Section Amendments with date in force (d/m/y) 1998, c. 18, Sched. E, s. 62 (1, 2) - 01/03/1999
81 (1) The directors of a company are jointly and severally liable to the employees, apprentices and other wage earners thereof for all debts due while they are directors for services performed for the company, not exceeding six months wages, and for the vacation pay accrued for not more than twelve months under the Employment Standards Act or any predecessor thereof and the regulations thereunder or under any collective agreement made by the company.  R.S.O. 1990, c. C.38, s. 81 (1). Limitation of liability (2) A director is liable under subsection (1) only if, (a)  the corporation is sued in the action against the director and execution against the corporation is returned unsatisfied in whole or in part; or (b)  before or after the action is commenced, the corporation goes into liquidation, is ordered to be wound up or makes an authorized assignment under the Bankruptcy and Insolvency Act
(Canada), or a receiving order under that Act is made against it, and, in any such case, the claim for the debt has been proved.  2002, c. 24, Sched. B, s. 31 (1). Idem (3) After execution has been so returned against the company, the amount recoverable against the director is the amount remaining unsatisfied on the execution.  R.S.O. 1990, c. C.38, s. 81 (3). Rights of director who pays the debt (4) If the claim for the debt has been proved in liquidation or winding-up proceedings or under the Bankruptcy and Insolvency Act (Canada), a director who pays the debt is entitled to any preference that the creditor paid would have been entitled to or, if a judgment has been recovered for the debt, the director is entitled to an assignment of the judgment.  R.S.O. 1990, c. C.38, s. 81 (4). Director holding shares in fiduciary capacity (5) No director holding shares as executor, administrator, guardian or trustee who is registered on the books of the company as a shareholder and therein described as representing in any such capacity a named estate, person or trust is personally liable under this section, but the estate, person or trust is subject to all the liabilities imposed by this section.  R.S.O. 1990, c. C.38, s. 81 (5); 1992, c. 32, s. 6 (6). Section Amendments with date in force (d/m/y) 1992, c. 32, s. 6 (6) - 03/04/1995 2002, c. 24, Sched. B, s. 31 (1) - 01/01/2004 CTS 02 AU 17 - 1
82 (1) Subject to subsections (2) and (3) and subsections 283.1 (6) and 294.1 (1), the meetings of shareholders and the meetings of directors shall be held at the place where the head office of the company is situate. 2023, c. 9, Sched. 9, s. 2 (1). Exception (2) Where the by-laws of the company so provide, the meetings of directors may be held at any place in or outside Ontario and the meetings of shareholders may be held at any place in Ontario. 2023, c. 9, Sched. 9, s. 2 (1). Exception (3) Where the letters patent or supplementary letters patent of the company so provide, the meetings of the shareholders may be held at one or more places outside Ontario designated therein. R.S.O. 1990, c. C.38, s. 82 (3). Meeting under s. 283.1 (6) or (7) (3.1) If a majority of the directors attending a meeting held in a manner described in subsection 283.1 (6) or in such manner as described by the letters patent, supplementary letters patent or by-laws made under subsection 283.1 (7) are in Canada during the meeting, the meeting is deemed to have been held in Canada. 2023, c. 9, Sched. 9, s. 2 (2). Meeting under s. 294.1 (1) or (2) (3.2) A meeting held in a manner described in subsection 294.1 (1) or in such manner as described by the letters patent, supplementary letters patent or by-laws made under subsection 294.1 (2) is deemed to be held at the place where the head office of the company is situate. 2023, c. 9, Sched. 9, s. 2 (2). Where section not to apply (4) This section does not affect the operation of any provision in the letters patent or supplementary letters patent of a company issued before the 30th day of April, 1954, respecting the holding of the meetings of the shareholders at any place outside Ontario.  R.S.O. 1990, c. C.38, s. 82 (4). Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 9, s. 2 (1, 2) - 01/10/2023
83 In this section and in sections 84 to 90, “form of proxy” means a written or printed form that, upon completion and execution by or on behalf of a shareholder, becomes a proxy; (“formule de procuration”) “information circular” means the circular referred to in subsection 86 (1); (“circulaire d’information”) “proxy” means a completed and executed form of proxy by means of which a shareholder has appointed a person as the shareholder’s nominee to attend and act for the shareholder and on the shareholder’s behalf at a meeting of shareholders; (“procuration”) “solicit” and “solicitation” include, (a)  any request for a proxy whether or not accompanied by or included in a form of proxy, (b)  any request to execute or not to execute a form of proxy or to revoke a proxy, (c)  the sending or delivery of a form of proxy or other communication to a shareholder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, and (d)  the sending or delivery of a form of proxy to a shareholder pursuant to section 85, but do not include, (e)  the sending or delivery of a form of proxy to a shareholder in response to an unsolicited request made by the shareholder or on the shareholder’s behalf, or (f)  the performance by any person of ministerial acts or professional services on behalf of a person soliciting a proxy. (“sollicitation”, “solliciter”)  R.S.O. 1990, c. C.38, s. 83.
84 (1) Every shareholder, including a shareholder that is a corporation, entitled to vote at a meeting of shareholders may by means of a proxy appoint a person, who need not be a shareholder, as the shareholder’s nominee to attend and act at the meeting in the manner, to the extent and with the power conferred by the proxy. Execution and termination (2) A proxy shall be executed by the shareholder or the shareholder’s attorney authorized in writing or, if the shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized, and ceases to be valid one year from its date. Contents (3) In addition to the requirements, where applicable, of section 88, a proxy shall contain the date thereof and the appointment and name of the nominee and may contain a revocation of a former proxy and restrictions, limitations or instructions as to the manner in which the shares in respect of which the proxy is given are to be voted or that may be necessary to comply with the laws of any jurisdiction in which the shares of the company are listed on a stock exchange or a restriction or limitation as to the number of shares in respect of which the proxy is given. Revocation (4) In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the shareholder or by the shareholder’s attorney authorized in writing or, if the shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized, and deposited either at the head office of the company at any time up to and including the last business day preceding the day of the meeting, or any adjournment thereof, at which the proxy is to be used or with the chair of such meeting on the day of the meeting, or adjournment thereof, and upon either of such deposits the proxy is revoked. Time limit for deposit (5) The directors may by resolution fix a time not exceeding forty-eight hours, excluding Saturdays and holidays, preceding any meeting or adjourned meeting of shareholders before which time proxies to be used at that meeting must be deposited with the company or an agent thereof, and any period of time so fixed shall be specified in the notice calling the meeting or in the information circular relating thereto.  R.S.O. 1990, c. C.38, s. 84.
85 (1) Subject to section 87, the management of a company shall, concurrently with or prior to giving notice of a meeting of shareholders of the company, send to each shareholder who is entitled to vote at such meeting at the shareholder’s last address as shown on the books of the company a form of proxy for use at such meeting that complies with section 88. R.S.O. 1990, c. C.38, s. 85 (1); 2023, c. 9, Sched. 9, s. 3. Offence (2) If the management of a company fails to comply with subsection (1), the company is guilty of an offence and on conviction is liable to a fine of not more than $1,000, and every director or officer of the company who authorized, permitted or acquiesced in such failure is also guilty of an offence and on conviction is liable to a like fine. R.S.O. 1990, c. C.38, s. 85 (2). Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 9, s. 3 - 01/10/2023