jswizzle3737/ontario_laws_and_regs huggingface dataset:
1.1 Any letters patent, notice, resolution, requisition, statement or other document required or permitted to be executed by more than one person for the purposes of this Act may be executed in several documents of like form, each of which is executed by one or more persons, and such documents, when duly executed by all persons required or permitted to do so, as the case may be, are deemed to constitute one document for the purposes of this Act. 2017, c. 20, Sched. 7, s. 2. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 2 - 19/10/2021
2 (1) This Act, except if it is otherwise expressly provided, applies to, (a)  a social company that, (i)  was incorporated by or under a general or special Act of the Parliament of the late Province of Upper Canada, (ii)  was incorporated by or under a general or special Act of the Parliament of the late Province of Canada, that has its head office and carries on business in Ontario and that was incorporated with objects to which the authority of the Legislature extends, and (iii)  was incorporated by or under a general or special Act of the Legislature; and Note: On October 19, 2046, the 25th anniversary of the day subsection 3 (1) of Schedule 7 to the Cutting Unnecessary Red Tape Act, 2017 comes into force, clause 2 (1) (a) of the Act is repealed and the following substituted: (See: 2017, c. 20, Sched. 7, s. 3 (2)) (a)  a social company that, (i)  was incorporated by or under a special Act of the Parliament of the late Province of Upper Canada, (ii)  was incorporated by or under a special Act of the Parliament of the late Province of Canada, that has its head office and carries on business in Ontario and that was incorporated with objects to which the authority of the Legislature extends, or (iii)  was incorporated by or under a special Act of the Legislature; and (b)  a corporation that is an insurer within the meaning of subsection 141 (1). 2017, c. 20, Sched. 7, s. 3 (1). Non-application of Act (2) This Act does not apply to, (a)  a corporation to which the Business Corporations Act, the Co-operative Corporations Act
or the Not-for-Profit Corporations Act, 2010 applies; or (b)  a corporation incorporated for the construction and working of a railway, an incline railway or a street railway. 2017, c. 20, Sched. 7, s. 3 (1). Section Amendments with date in force (d/m/y) 2010, c. 15, s. 211 (1, 2) - no effect - see 2017, c. 20, Sched. 8, s. 57 - 14/11/2017 2017, c. 20, Sched. 7, s. 3 (1) - 19/10/2021; 2017, c. 20, Sched. 7, s. 3 (2) - 19/10/2046
2.2 (1) The Minister may delegate in writing any or all of his or her duties and powers under this Act to any person, subject to any restrictions set out in the delegation. 2017, c. 20, Sched. 7, s. 5. Same, by Director (2) The Director may delegate in writing any or all of his or her duties and powers under this Act to any person, subject to any restrictions set out in the delegation. 2017, c. 20, Sched. 7, s. 5. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 5 - 19/10/2021
2.3 (1) In this section, “business filing services” includes any of the duties and powers of the Minister or the Director and related services. 2017, c. 20, Sched. 7, s. 5. Agreements to provide business filing services (2) The Minister or a person designated by the Minister may, on behalf of the Crown in right of Ontario, enter into one or more agreements authorizing a person or entity to provide business filing services on behalf of the Crown, the government, the Minister, the Director or other government official. 2017, c. 20, Sched. 7, s. 5. Not Crown agent (3) A person or entity that has entered into an agreement under subsection (2) for the provision of business filing services is not an agent of the Crown for any purpose despite the Crown Agency Act, unless a regulation made under this Act provides otherwise. 2017, c. 20, Sched. 7, s. 5. Use, etc., of records and information (4) An agreement entered into under subsection (2) may also include provisions respecting the use, disclosure, sale or licensing of records and information required under this Act. 2017, c. 20, Sched. 7, s. 5. Discretion to delegate unaffected by agreement (5) An agreement entered into under subsection (2) does not affect the power of the Minister or the Director to delegate any duties or powers under subsection 2.2 (1) or (2), as the case may be. 2017, c. 20, Sched. 7, s. 5. No power to waive or refund fees for services (6) A person or entity that has entered into an agreement under subsection (2) for the provision of business filing services may not waive or refund all or part of any fee for such a service that is payable to the Province of Ontario, but the person or entity may pay all or part of the fee on behalf of the person or entity to whom the service was provided. 2017, c. 20, Sched. 7, s. 5. Deemed date of receipt by Minister (7) Applications for letters patent or supplementary letters patent and any other applications, documents and information sent to a person or entity that has entered into an agreement under subsection (2), that authorizes the person or entity to receive applications for letters patent or supplementary letters patent and any other applications, documents and information on behalf of the Minister, are deemed to be received by the Minister on the date that they are received by the authorized person or entity. 2017, c. 20, Sched. 7, s. 5. Agreements for use, etc., of records and information (8) The Minister or the Director, or a person designated by the Minister or the Director, may enter into an agreement with any person or entity respecting the use, disclosure, sale or licensing of records and information required under this Act. 2017, c. 20, Sched. 7, s. 5. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 5 - 19/10/2021
2.4 The records and information filed with and maintained by the Minister under this Act are the property of the Crown. 2017, c. 20, Sched. 7, s. 5. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 5 - 19/10/2021
2.5 (1) If the Minister issues letters patent, supplementary letters patent, an order or a certificate as to any fact, or certifies true copies of a document, the letters patent, supplementary letters patent, order, certificate or certified copy must be signed by the Minister, by the Director or by a public servant employed under Part III of the Public Service of Ontario Act, 2006 and designated by the regulations. 2017, c. 20, Sched. 7, s. 5. Evidence (2) Letters patent, supplementary letters patent, an order, a certificate or a certified copy referred to in subsection (1), when introduced as evidence in any civil, criminal, administrative, investigative or other action or proceeding, are, in the absence of evidence to the contrary, proof of the facts so certified without personal appearance to prove the signature or official position of the person appearing to have signed the letters patent, supplementary letters patent, order, certificate or certified copy. 2017, c. 20, Sched. 7, s. 5. Reproduction of signature (3) For the purposes of this section, any signature of the Minister, the Director or a public servant may be printed or otherwise mechanically or electronically reproduced. 2017, c. 20, Sched. 7, s. 5. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 5 - 19/10/2021 PART I   CORPORATIONS, INCORPORATION AND NAME 3 Repealed: 2017, c. 20, Sched. 7, s. 6. Section Amendments with date in force (d/m/y) 2010, c. 15, s. 211 (4) - no effect - see 2017, c. 20, Sched. 8, s. 57 - 14/11/2017 2017, c. 20, Sched. 7, s. 6 - 19/10/2021
4 (1)  The Minister may in his or her discretion, by letters patent, issue a charter to any number of persons, not fewer than three, of eighteen or more years of age, who apply therefor, constituting them and any others who become shareholders or members of the corporation thereby created a corporation for any of the objects to which the authority of the Legislature extends, except those of railway and incline railway and street railway corporations and corporations within the meaning of the Loan and Trust Corporations Act.  R.S.O. 1990, c. C.38, s. 4 (1); 2017, c. 20, Sched. 7, s. 7. (2)  Repealed:  1994, c. 27, s. 78 (1). Incorporation of private company with limited objects (3)  Despite subsection (1), a private company may be incorporated under this Act with power to lend and invest money on mortgage of real estate or otherwise, or with power to accept and execute the office of liquidator, receiver, assignee, trustee in bankruptcy or trustee for the benefit of creditors and to accept the duty of and to act 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 company, shall be limited by its letters patent or supplementary letters patent to five, two or more persons holding one or more shares jointly being counted as a single shareholder, and no such company shall issue securities except to its shareholders, or borrow money on the security of its property except from its shareholders, or receive money on deposit.  R.S.O. 1990, c. C.38, s. 4 (3). Section Amendments with date in force (d/m/y) 1994, c. 27, s. 78 (1) - 01/03/1995 2017, c. 20, Sched. 7, s. 7 - 19/10/2021
5 (1) The Minister may in his or her discretion issue supplementary letters patent to any corporation that applies therefor amending or otherwise altering or modifying its letters patent or prior supplementary letters patent.  R.S.O. 1990, c. C.38, s. 5 (1); 2017, c. 20, Sched. 7, s. 8. (2) Repealed.  See: Table of Public Statute Provisions Repealed Under Section 10.1 of the Legislation Act, 2006
– December 31, 2011. (3) Spent:  R.S.O. 1990, c. C.38, s. 5 (3). Section Amendments with date in force (d/m/y) R.S.O. 1990, c. C.38, s. 5 (2) - no effect - see Table of Public Statute Provisions Repealed Under Section 10.1 of the Legislation Act, 2006 - 31/12/2011 2017, c. 20, Sched. 7, s. 8 - 19/10/2021
5.1 Despite any regulations made under section 326.1, applications for letters patent or supplementary letters patent and any other applications, documents and information may be filed by fax only with the Director’s consent. 2017, c. 20, Sched. 7, s. 9. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 9 - 19/10/2021
5.2 (1) If an application for letters patent, supplementary letters patent, an order or an authorization is filed with the Minister in an electronic format and there is a conflict between the electronic version and any other version of the letters patent, supplementary letters patent, order or authorization, the electronic version of the letters patent, supplementary letters patent, order or authorization issued under this Act and recorded in an electronic system maintained under section 6, or a printed copy of the electronic version, prevails over any other version of the document that may exist, regardless of whether the other version of the document has been executed in accordance with this Act, the regulations and the Director’s requirements. 2017, c. 20, Sched. 7, s. 9. Same, prescribed documents (2) If a prescribed document is filed in an electronic format and there is a conflict between the electronic version and any other version of the document, the electronic version of the document recorded in an electronic system maintained under section 6, or a printed copy of the electronic version, prevails over any other version of the document that may exist, regardless of whether the other version of the document has been executed in accordance with this Act, the regulations and the Director’s requirements. 2017, c. 20, Sched. 7, s. 9. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 9 - 19/10/2021
6 (1) Records required by this Act to be prepared and maintained by the Minister may be in paper form, in electronic form or in photographic film form, or may be entered or recorded by any system of mechanical or electronic data processing or information storage that is capable of reproducing required information in an accurate and intelligible form within a reasonable time. 2017, c. 20, Sched. 7, s. 10. Admission as evidence (2) If records maintained by the Minister are prepared and maintained other than in written form, (a)  the Minister shall give any copy required to be given under this Act in intelligible written form; and (b)  a report reproduced from those records that purports to be certified by the Minister, by the Director or by a public servant employed under Part III of the Public Service of Ontario Act, 2006 and designated by the regulations is, without proof of the office or signature of the person appearing to have signed the certificate or certified copy, admissible in evidence. 2017, c. 20, Sched. 7, s. 10. Copy in lieu of document (3) The Minister is not required to produce the original of any document if a copy of the document is given in compliance with clause (2) (a). 2017, c. 20, Sched. 7, s. 10. Inability to receive filings in electronic system (4) Despite any regulation made under clause 326.1 (1) (d), if the Director is of the opinion that it is not possible, for any reason, to receive applications for letters patent or supplementary letters patent and any other applications, documents and information in an electronic format in an electronic system maintained under this section, the Director may require that they be filed in paper format alone in accordance with the Director’s requirements, if any, or in another electronic format approved by the Director. 2017, c. 20, Sched. 7, s. 10. Same, retaining filings and requests until system is operational (5) If the Director is of the opinion that it is not possible, for any reason, to issue letters patent, supplementary letters patent, applications or other documents using an electronic system maintained under this section, or for searches to be made of that system, the Minister or Director, as the case may be, may retain applications for letters patent or supplementary letters patent, other applications and documents and search requests that have been filed until it is possible for the documents to be issued in accordance with this Act, the regulations and the Director’s requirements, if any, and for searches to be made. 2017, c. 20, Sched. 7, s. 10. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 10 - 19/10/2021
6.1 A person who has paid the required fee is entitled, using any search method approved by the Director, to search and obtain copies of any document required by this Act, the regulations or the Director to be sent to the Minister. 2017, c. 20, Sched. 7, s. 10. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 10 - 19/10/2021
7 An applicant under this Act shall establish to the satisfaction of the Minister the sufficiency of the application and all documents filed therewith and shall furnish such evidence regarding the application as the Minister considers proper.  R.S.O. 1990, c. C.38, s. 7.
8 The Minister, the Director or any public servant employed under Part III of the Public Service of Ontario Act, 2006 and designated by the regulations to whom an application is referred, or a person to whom an application is referred under an agreement made under section 2.3, may take evidence under oath with respect to the application. 2017, c. 20, Sched. 7, s. 11. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 11 - 19/10/2021
9 On an application for letters patent, supplementary letters patent or an order, the Minister may give the corporation a name different from its proposed or existing name, may vary the objects or other provisions of the application and may impose such conditions as he or she considers proper.  R.S.O. 1990, c. C.38, s. 9; 2017, c. 20, Sched. 7, s. 12. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 12 - 19/10/2021
10 The provisions of this Act relating to matters preliminary to the issue of letters patent or supplementary letters patent or an order are directory only, and no letters patent or supplementary letters patent or order are void or voidable on account of any irregularity or insufficiency in any matter preliminary to the issue thereof.  R.S.O. 1990, c. C.38, s. 10; 2017, c. 20, Sched. 7, s. 13. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 13 - 14/11/2017 11 Repealed: 1994, c. 27, s. 78 (2). Section Amendments with date in force (d/m/y) 1994, c. 27, s. 78 (2) - 01/03/1995
12 (1) A corporation comes into existence on the date of the letters patent incorporating it. R.S.O. 1990, c. C.38, s. 12 (1). Date of letters patent, etc. (2) Letters patent, supplementary letters patent, orders and authorizations issued under this Act or a predecessor of this Act must be dated as of, (a)  the day the Minister receives, (i)  the application for them that is in the approved form or in the prescribed or required electronic format and that is completed in accordance with this Act, (ii)  all other required documents executed in accordance with this Act, the regulations and the Director’s requirements, (iii)  all other required information, and (iv)  the required fee; or (b)  any later date that is acceptable to the Director and specified by the person who submitted the application for them or by the court. 2017, c. 20, Sched. 7, s. 14. Effective date of letters patent, etc. (3) Letters patent, supplementary letters patent or an order or an authorization issued under this Act or a predecessor of this Act are effective on the date shown on the issued document even if any action required to be taken by the Minister under this Act with respect to the issuance and filing or recording of the document by the Minister is taken at a later date. 2017, c. 20, Sched. 7, s. 14. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 14 - 19/10/2021
12.1 Unless otherwise provided in this Act, the regulations made under this Act or the Director’s requirements, upon receipt of an application for letters patent, supplementary letters patent, an order or an authorization that is in the approved form or in the prescribed or required electronic format and that is completed in accordance with this Act, any other required documents and information and the required fee, the Minister may, subject to his or her discretion under this Act and subject to subsection 12 (2), (a)  issue letters patent, supplementary letters patent, an order or an authorization, as the case may be, with a certificate setting out the day, month and year of issuance and the corporation number; (b)  file the letters patent, supplementary letters patent, order or authorization issued with a certificate in the records maintained under section 6; and (c)  send or otherwise make available to the corporation or its representative a copy of the issued letters patent, supplementary letters patent, order or authorization, as the case may be, in a form approved by the Director. 2017, c. 20, Sched. 7, s. 15. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 15 - 19/10/2021
13 (1) A corporation shall not be given a name, (a)  that is the same as or similar to the name of a known corporation, association, partnership, individual or business if its use would be likely to deceive, except where the corporation, association, partnership, individual or person consents in writing that its, his or her name in whole or in part be granted, and, if required by the Minister, (i)  in the case of a corporation, undertakes to dissolve or change its name within six months after the incorporation of the new corporation, or (ii)  in the case of an association, partnership or individual, undertakes to cease to carry on its, his or her business or activities, or change its, his or her name, within six months after the incorporation of the new corporation; (b)  that suggests or implies a connection with the Crown or any member of the Royal Family or the Government of Canada or the government of any province of Canada or any department, branch, bureau, service, agency or activity of any such government without the consent in writing of the appropriate authority; (c)  that, when the objects applied for are of a political nature, suggests or implies a connection with a political party or a leader of a political party; (d)  that is objectionable on any public grounds. R.S.O. 1990, c. C.38, s. 13 (1). Change of name (2) If a corporation, through inadvertence or otherwise, has acquired a name that is objectionable, the Minister may, after giving the corporation an opportunity to be heard, issue supplementary letters patent changing the name of the corporation to the name specified in the supplementary letters patent. 1998, c. 18, Sched. E, s. 59. Written hearing (2.1) A hearing under subsection (2) shall be in writing in accordance with rules made by the Minister under the Statutory Powers Procedure Act. 1998, c. 18, Sched. E, s. 59. Reference to court (3) A person who feels aggrieved as a result of the giving of a name under subsection (1) or the changing or refusing to change a name under subsection (2) may, upon at least seven days notice to the Minister and to such other persons as the court directs, apply to the court for a review of the matter, and the court may make an order changing the name of the corporation to such name as it considers proper or may dismiss the application. R.S.O. 1990, c. C.38, s. 13 (3). Copy of order to be filed (4) Within 10 days after an order is made under subsection (3), the corporation shall file with the Minister a copy of the order certified under the seal of the court, a notarial copy of the certified copy or any other type of copy permitted by the Director. 2017, c. 20, Sched. 7, s. 16. Offence (5) A corporation that fails to comply with subsection (4) is guilty of an offence and on conviction is liable to a fine of not more than $200, and every director or officer of the corporation who authorizes, permits or acquiesces in any such failure is guilty of an offence and on conviction is liable to a like fine. R.S.O. 1990, c. C.38, s. 13 (5). Section Amendments with date in force (d/m/y) 1998, c. 18, Sched. E, s. 59 - 01/03/1999 2017, c. 20, Sched. 7, s. 16 - 19/10/2021
14 A change in the name of a corporation does not affect its rights or obligations.  R.S.O. 1990, c. C.38, s. 14.
15 A person, partnership or association that trades or carries on a business or undertaking under a name in which “Limited”, “Limitée”, “Incorporated”, “Incorporée”, or “Corporation” or any abbreviation thereof is used, unless incorporated, 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. 15.
16 (1) If letters patent or supplementary letters patent issued under this Act or a predecessor of this Act contain an error, the directors or members of the corporation may apply to the Minister for corrected letters patent or corrected supplementary letters patent. 1994, c. 27, s. 78 (3). Same (2) The Minister, on his or her own initiative or on an application under subsection (1), may issue corrected letters patent or corrected supplementary letters patent. 1994, c. 27, s. 78 (3). Surrender of documents (3) If requested by the Minister, the corporation shall surrender the letters patent or supplementary letters patent being corrected within the time period specified by the Minister. 2017, c. 20, Sched. 7, s. 17. Conditions (4) The Minister may issue the corrected letters patent or supplementary letters patent subject to such conditions as he or she may impose. 1994, c. 27, s. 78 (3). Date of corrections (5) Corrected letters patent or supplementary letters patent may bear the date of the letters patent or supplementary letters patent which are being replaced. 1994, c. 27, s. 78 (3). Section Amendments with date in force (d/m/y) 1994, c. 27, s. 78 (3) - 01/09/1996 2017, c. 20, Sched. 7, s. 17 - 19/10/2021 PART II   COMPANIES
17 A company may be incorporated under this Part only if Part V would apply to the company. 2017, c. 20, Sched. 7, s. 18. Section Amendments with date in force (d/m/y) 2010, c. 15, s. 211 (4) - no effect - see 2017, c. 20, Sched. 8, s. 57 - 14/11/2017 2017, c. 20, Sched. 7, s. 18 - 19/10/2021
18 (1) The applicants for incorporation of a company shall file with the Minister an application showing: 1.  The names in full and the address for service of each of the applicants. 2.  The name of the company to be incorporated. 3.  The objects for which the company is to be incorporated. 4.  The place in Ontario where the head office of the company is to be situate. 5.  The authorized capital, the classes of shares, if any, into which it is to be divided, the number of shares of each class, and the par value of each share, or, where the shares are to be without par value, the consideration, if any, exceeding which each share or the aggregate consideration, if any, exceeding which all the shares of each class may not be issued. 6.  Where there are to be preference shares, the preferences, rights, conditions, restrictions, limitations or prohibitions attaching to them or each class of them. 7.  Where the company is to be a private company, a statement to that effect and the restrictions to be placed on the transfer of its shares. 8.  The names of the applicants who are to be the first directors of the company. 9.  The class and number of shares to be taken by each applicant and the amount to be paid therefor. 10.  Any other matters that the applicants desire to have included in the letters patent.  R.S.O. 1990, c. C.38, s. 18 (1); 2001, c. 9, Sched. D, s. 5 (2); 2017, c. 20, Sched. 7, s. 19. Idem (2) The applicants may ask to have included in the letters patent any provision that could be the subject of a by-law of the company.  R.S.O. 1990, c. C.38, s. 18 (2). Section Amendments with date in force (d/m/y) 2001, c. 9, Sched. D, s. 5 (2) - 29/06/2001 2017, c. 20, Sched. 7, s. 19 - 19/10/2021
19 Upon incorporation of a company, each applicant becomes a shareholder holding the class and number of shares stated in the application to be taken by the applicant and is liable to the company for the amount to be paid therefor.  R.S.O. 1990, c. C.38, s. 19.
20 (1) The name of a company shall have the word “Limited” or “Limitée” as the last word thereof, but a company may use the abbreviation “Ltd.” or “Ltée” and may be referred to in the same manner. Not applicable to insurers (2) This section does not apply to insurers incorporated under Part V.  R.S.O. 1990, c. C.38, s. 20.
21 (1) Where a company or a director, officer or employee thereof uses the name of the company, the word “Limited” or “Limitée”, or the abbreviation “Ltd.” or “Ltée”, shall appear as the last word thereof. Exception (2) Stamping, writing, printing or otherwise marking on goods, wares and merchandise of the company or upon packages containing the same shall not be deemed a use of the name within the meaning of subsection (1). R.S.O. 1990, c. C.38, s. 21 (1, 2). Idem (3) A private company shall have the words “private company” or the words “compagnie fermée” on its seal, if it has a seal.  R.S.O. 1990, c. C.38, s. 21 (3); 1993, c. 27, Sched.; 1998, c. 18, Sched. E, s. 60. Offence (4) A company that contravenes any requirement of this section and every director, officer or employee of the company who authorizes, permits or acquiesces in any such contravention 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. 21 (4). Section Amendments with date in force (d/m/y) 1993, c. 27, Sched - 31/12/1991; 1998, c. 18, Sched. E, s. 60 - 01/03/1999
22 Despite subsection 20 (1) and section 21, a company may use its name in such form and in such language as the letters patent or supplementary letters patent provide.  R.S.O. 1990, c. C.38, s. 22.
24 (1) Except as provided in subsection (2), a company shall not make loans to any of its shareholders or directors or give, directly or indirectly, by means of a loan, guarantee, the provision of security or otherwise, any financial assistance for the purpose of, or in connection with, a purchase made or to be made by any person of any shares of the company. Exceptions (2) A company may, (a)  make loans to any of its shareholders or directors in the ordinary course of its business where the making of loans is part of the ordinary business of the company; (b)  make loans to full-time employees of the company whether or not they are shareholders or directors, with a view to enabling them to purchase or erect dwelling houses for their own occupation, and may take from such employees mortgages or other securities for the repayment of such loans; (c)  provide, in accordance with a scheme for the time being in force, money by way of loan for the purchase by trustees of fully-paid shares of the company, to be held by or for the benefit of employees of the company, whether or not they are shareholders or directors; (d)  make loans to employees of the company, other than directors, whether or not they are shareholders, with a view to enabling them to purchase fully-paid shares of the company to be held by them by way of beneficial ownership; or (e)  if it is a private company, make loans to any of its shareholders or directors with a view to enabling them to purchase issued shares of the company. By by-law only (3) The power mentioned in clause (2) (b), (c), (d) or (e) 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 the by-law. Liability of directors (4) Every director and officer of a company making or assenting to a loan in contravention of this section is, until repayment of the loan, jointly and severally liable to the company and to its creditors for the debts of the company then existing or thereafter contracted to the amount of the loan with interest at the rate of 5 per cent per year.  R.S.O. 1990, c. C.38, s. 24.
25 (1) The authorized capital of a company shall be divided into shares with par value or without par value or both and may consist of shares of more than one class. Par shares (2) Where the shares of a company are with par value, its authorized capital shall be expressed in dollars, pounds, francs or other currency in the letters patent or supplementary letters patent and is an amount equal to the total of the products of the number of shares of each class multiplied by the par value thereof. No par or par and no par shares (3) Where the shares of a company are without par value or where part of its shares are with par value and part are without par value, its authorized capital shall be expressed as a specified number of shares in the letters patent or supplementary letters patent.  R.S.O. 1990, c. C.38, s. 25 (1-3). Consideration for no par shares (4) Where the shares of a company are without par value or where part of its shares are with par value and part are without par value, the letters patent or supplementary letters patent may provide that each share without par value or the shares of each class of shares without par value are not to be issued for a consideration exceeding in amount or value a stated amount in dollars, pounds, francs or other currency, and the letters patent or supplementary letters patent may provide, in addition, that such share or shares may be issued for such greater amount as the board of directors of the company considers expedient.  R.S.O. 1990, c. C.38, s. 25 (4); 1994, c. 27, s. 78 (4). Section Amendments with date in force (d/m/y) 1994, c. 27, s. 78 (4) - 01/03/1995
26 Each share of a class shall be the same in all respects as every other share of that class. R.S.O. 1990, c. C.38, s. 26.
27 (1) If a company has more than one class of shares, one class shall be common shares designated as such and the other class or classes shall be preference shares howsoever designated. Application (2) Subsection (1) does not apply to shares authorized before the 30th day of April, 1954.  R.S.O. 1990, c. C.38, s. 27.
29 (1) The letters patent or supplementary letters patent of a company may authorize the issue from time to time in one or more series of the preference shares of a class and may authorize the directors to fix from time to time before such issue the designation, preferences, rights, conditions, restrictions, limitations or prohibitions attaching to the shares of each series of such class. R.S.O. 1990, c. C.38, s. 29 (1). Voting rights (2) The shares of all series of the same class of preference shares shall carry the same voting rights or the same restrictions, conditions, limitations or prohibitions on the right to vote. R.S.O. 1990, c. C.38, s. 29 (2). Dividends (3) Where any dividends or amounts payable on a repayment of capital are not paid in full, the shares of all series of the same class of preference shares shall participate rateably in respect of such dividends, including accumulations, if any, in accordance with the sums that would be payable on such shares if all such dividends were declared and paid in full, and on any repayment of capital in accordance with the sums that would be payable on such repayment of capital if all sums so payable were paid in full. R.S.O. 1990, c. C.38, s. 29 (3). Conditions precedent to issue (4) No shares of any series of a class of preference shares shall be issued until supplementary letters patent have been issued setting forth the designation, preferences, rights, conditions, restrictions, limitations or prohibitions attaching to the shares of such series except in the case of the first series if such designation, preferences, rights, conditions, restrictions, limitations or prohibitions have been set forth in the letters patent or prior supplementary letters patent. R.S.O. 1990, c. C.38, s. 29 (4). Issue of supplementary letters patent (5) The Minister may issue such supplementary letters patent on the application of the company authorized by a resolution of the directors fixing the designation, preferences, rights, conditions, restrictions, limitations or prohibitions attaching to the shares of such series and the filing with the Minister of evidence of the due compliance with the conditions, if any, contained in the letters patent or in any prior supplementary letters patent, precedent to the creation and issue of the shares of such series. R.S.O. 1990, c. C.38, s. 29 (5); 2017, c. 20, Sched. 7, s. 20. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 20 - 19/10/2021
30 (1) Subject to subsection 28 (2), every holder of a preference share or a common share is entitled to one vote for each preference share or each common share held by the holder at all meetings of the shareholders of the company, but this subsection does not apply to shares authorized before the 30th day of April, 1954. Votes (2) The letters patent or supplementary letters patent may provide for a greater number of votes for each share of a class or classes at all times or on the happening of a stated event.  R.S.O. 1990, c. C.38, s. 30.
31 (1) Where the shares of a company are with par value, its issued capital shall be expressed in dollars, pounds, francs or other currency and is an amount equal to the total of the products of the number of issued shares of each class multiplied by the par value thereof. No par value shares, etc. (2) Where the shares of a company are without par value or where part of its shares are with par value and part are without par value, its issued capital shall be expressed in dollars, pounds, francs or other currency and is an amount equal to the total of the products of the number of issued shares of each class with par value multiplied by the par value thereof, together with the amount of the consideration for which the shares without par value from time to time outstanding were issued and together with such amounts as from time to time by by-law of the company may be transferred thereto. Idem (3) Nothing in subsection (2) affects the capital of a company in respect of shares without par value issued before the 30th day of April, 1954, if the letters patent or the supplementary letters patent of the company provide that the capital is to be at least equal to the sum of the aggregate par value of all issued shares having par value plus a sum in dollars, pounds, francs or other currency in respect of every issued share without par value plus such amounts as from time to time by by-law of the company may be transferred thereto. Idem (4) Where, before the 30th day of April, 1954, a company has set aside part of the consideration received upon the allotment and issue of shares without par value as distributable surplus, the amount of such distributable surplus does not form part of its issued capital.  R.S.O. 1990, c. C.38, s. 31.
32 (1) In the absence of a provision to the contrary in the letters patent, supplementary letters patent or by-laws of the company, shares may be allotted and issued at such times and in such manner and to such persons or class of persons as the directors determine. Consideration, par value shares (2) Shares with par value shall not be allotted and issued as fully paid except for a consideration payable in cash at least equal to the product of the number of shares allotted and issued multiplied by the par value thereof or for a consideration payable directly or indirectly in property or past services which the directors in good faith determine by express resolution to be in all circumstances of the transaction the fair equivalent of such cash consideration. Consideration, no par shares (3) Shares without par value may be allotted and issued for such consideration as is fixed by the directors acting in good faith and in the best interests of the company. Idem (4) Shares without par value shall not be allotted and issued as fully paid except for the consideration fixed by the directors as aforesaid payable in cash to the total amount of the consideration so fixed or for a consideration payable directly or indirectly in property or past services which the directors in good faith determine by express resolution to be in all circumstances of the transaction the fair equivalent of such cash consideration. Holders not liable to creditors, etc. (5) Shares allotted and issued in accordance with this section shall be fully paid and non-assessable upon receipt by the company of the consideration for the allotment and issue thereof, and upon such receipt the holders of such shares are not liable to the company or to its creditors in respect thereof.  R.S.O. 1990, c. C.38, s. 32.
33 (1) The directors may pass by-laws for the payment of commissions to persons in consideration of their subscribing or agreeing to subscribe, whether absolutely or conditionally, for shares in the company, or procuring or agreeing to procure subscriptions, whether absolute or conditional for such shares, but no such commission shall exceed 25 per cent of the amount of the subscription. Commission by-laws to be confirmed (2) No by-law passed under subsection (1) is effective until it is confirmed by at least two-thirds of the votes cast at a general meeting of shareholders duly called for considering it. No unauthorized commissions (3) Except as provided in subsection (1), no company shall apply any of its shares or capital, either directly or indirectly, in payment of any commission, discount or allowance to any person in consideration of the person’s subscribing or agreeing to subscribe, whether absolutely or conditionally, for shares of the company or procuring or agreeing to procure subscriptions, whether absolute or conditional, for such shares, whether the shares or capital is so applied by being added to the purchase money of any property acquired by the company or to the contract price of any work to be executed for the company, or is paid out of the nominal purchase money or contract price or otherwise.  R.S.O. 1990, c. C.38, s. 33.
35 On an application for supplementary letters patent decreasing authorized or issued capital, the company shall establish to the satisfaction of the Minister that after the decrease the company will be solvent and, if required by the Minister, shall establish to his or her satisfaction that there are no creditors who object to the application.  R.S.O. 1990, c. C.38, s. 35.
36 Where issued shares without par value are cancelled, the issued capital is thereby decreased by an amount equal to the total of the products of the average consideration for which the shares of each such class were issued multiplied by the number of shares cancelled of each such class, respectively.  R.S.O. 1990, c. C.38, s. 36.
37 (1) On a decrease of the issued capital of a company by supplementary letters patent, each person who was a shareholder on the date of the supplementary letters patent is individually liable to the creditors of the company for the debts due on that date to an amount not exceeding the amount of the repayment to the person or reduction of the person’s liability, or both, as the case may be. Limitation of liability (2) A person is not liable under subsection (1), (a)  unless the company has been sued for the debt within six months after the date of the supplementary letters patent and execution has been returned unsatisfied in whole or in part; and (b)  unless the person is sued for the debt within two years from the date of the supplementary letters patent. Idem (3) After execution has been so returned, the amount due on the execution, not exceeding the amount of the repayment to the person or the reduction of the person’s liability, is the amount recoverable against the person. Class actions (4) Where it is made to appear that there are numerous shareholders who may be liable under this section, the court may permit an action to be brought against one or more of them as representatives of the class and, if the plaintiff establishes the plaintiff’s claim as creditor, may make an order of reference and add as parties on the reference all such shareholders as may be found, and the referee shall determine the amount that each should contribute towards the plaintiff’s claim and may direct payment of the sums so determined.  R.S.O. 1990, c. C.38, s. 37 (1-4). Shareholder holding shares in fiduciary capacity (5) No person 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 liabilities imposed by this section.  R.S.O. 1990, c. C.38, s. 37 (5); 1992, c. 32, s. 6 (1). Section Amendments with date in force (d/m/y) 1992, c. 32, s. 6 (1) - 03/04/1995
38 (1) A person entitled to a fraction of a share is not entitled to be registered on the books of the company in respect thereof or to receive a share certificate therefor, but the person is entitled to receive a bearer fractional certificate in respect of such fraction and, on presentation at the head office of the company, or at a place designated by the company, of bearer fractional certificates for fractions that together represent a whole share, a share certificate for a whole share shall be issued in exchange therefor and the person in whose name such certificate is issued shall be registered on the books of the company as the holder of such share. Transfer (2) Such a bearer fractional certificate is transferable by delivery. Purchase by company (3) For the purpose of consolidating fractions of shares into whole shares, a company may purchase fractions of shares and, if it does so, it shall sell forthwith the whole shares resulting from the consolidation.  R.S.O. 1990, c. C.38, s. 38.
39 The shares of a company shall be deemed to be personal estate.  R.S.O. 1990, c. C.38, s. 39.
40 (1) The shares of a company are transferable on the books of the company subject to such conditions and restrictions as this Act, the special Act, the letters patent or supplementary letters patent prescribe. Transfer by-laws (2) Subject to subsection (3), no by-law shall be passed that in any way restricts the right of a holder of fully-paid shares to transfer them, but by-laws may be passed regulating the method of their transfer. Where shareholder indebted to company (3) Except in the case of shares listed on a recognized stock exchange, where the letters patent, supplementary letters patent or by-laws so provide, the directors may refuse to permit the registration of a transfer of fully-paid shares registered in the name of a shareholder who is indebted to the company.  R.S.O. 1990, c. C.38, s. 40.
41 Every company shall cause to be kept a register of transfers in which all transfers of shares and the date and other particulars of each transfer shall be set out.  R.S.O. 1990, c. C.38, s. 41.
42 A company may appoint a transfer agent to keep the register of shareholders and the register of transfers and may also appoint one or more branch transfer agents to keep branch registers of shareholders and branch registers of transfers.  R.S.O. 1990, c. C.38, s. 42.
43 (1) The register of shareholders and the register of transfers shall be kept at the head office of the company or at such other office or place in Ontario as is appointed by resolution of the directors, and the branch register or registers of shareholders and the branch register or registers of transfers may be kept at such office or offices of the company or other place or places, either in or outside Ontario, as are appointed by resolution of the directors. Valid registration (2) Registration of the transfer of a share of the company in the register of transfers or a branch register of transfers is a complete and valid registration for all purposes. Entry in branch transfer register (3) In each branch register of transfers shall be recorded only the particulars of the transfers of shares registered in that branch register of transfers. Entry in register of transfers (4) Particulars of every transfer of shares registered in every branch register of transfers shall be recorded in the register of transfers. Closing of register of transfers (5) The directors of a company may by resolution close the register of transfers and the branch register or registers of transfers, if any, for a period of time not exceeding forty-eight hours, exclusive of Saturdays and holidays, immediately preceding any meeting of the shareholders, and notice of every such closing shall be given in a newspaper published in the place where the register of transfers is kept and in a newspaper published in each place in which a branch register of transfers is kept.  R.S.O. 1990, c. C.38, s. 43.
44 (1) Every shareholder is entitled to a share certificate in respect of the shares held by the shareholder, signed by the proper officers in accordance with the company’s by-laws in that regard, but the company is not bound to issue more than one share certificate in respect of a share or shares held jointly by several persons and delivery of a share certificate to one of several joint shareholders is sufficient delivery to all. Title (2) A share certificate is proof, in the absence of evidence to the contrary, of the title of the shareholder to the shares represented thereby. Fee (3) A company may charge a fee of not more than 50 cents for every share certificate issued, except that, in the case of the allotment and issue of shares, no fee shall be charged.  R.S.O. 1990, c. C.38, s. 44.
45 Where a share certificate is defaced, destroyed or lost, a new certificate may be issued in its place on payment of such fee, if any, not exceeding $1 and on such terms, if any, as to evidence and indemnity as the directors determine.  R.S.O. 1990, c. C.38, s. 45.