jswizzle3737/ontario_laws_and_regs huggingface dataset:
86 (1) Subject to subsection (2) and section 87, no person shall solicit proxies unless, (a)  in the case of a solicitation by or on behalf of the management of a company, an information circular, either as an appendix to or as a separate document accompanying the notice of the meeting, is sent to each shareholder of the company whose proxy is solicited at the shareholder’s last address as shown on the books of the company; or (b)  in the case of any other solicitation, the person making the solicitation, concurrently with or prior thereto, delivers or sends an information circular to each shareholder of the company whose proxy is solicited. R.S.O. 1990, c. C.38, s. 86 (1); 2023, c. 9, Sched. 9, s. 4. Where subs. (1) does not apply (2) Subsection (1) does not apply to, (a)  any solicitation, otherwise than by or on behalf of the management of a company, where the total number of shareholders whose proxies are solicited is not more than fifteen, two or more persons who are the joint registered owners of one or more shares being counted as one shareholder; (b)  any solicitation by a person made under section 49 of the Securities Act; and (c)  any solicitation by a person in respect of shares of which the person is the beneficial owner. R.S.O. 1990, c. C.38, s. 86 (2). Offence (3) A person who fails to comply with subsection (1) 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. R.S.O. 1990, c. C.38, s. 86 (3). Idem (4) A person who effects a solicitation that is subject to this section by means of a form of proxy, information circular or other communication that contains an untrue statement of a material fact or omits to state a material fact necessary in order to make any statement contained therein not misleading in the light of the circumstances in which it was made 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 offence is also guilty of an offence and on conviction is liable to a like fine. R.S.O. 1990, c. C.38, s. 86 (4). Saving (5) No person is guilty of an offence under subsection (4) in respect of any untrue statement of a material fact or omission to state a material fact in a form of proxy or information circular, if the untruth of such statement or the fact of such omission was not known to the person who effected the solicitation and in the exercise of reasonable diligence could not have been known to such person. R.S.O. 1990, c. C.38, s. 86 (5). Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 9, s. 4 - 01/10/2023
87 (1) Section 85 and subsection 86 (1) do not apply to a private company or to a public company that has fewer than fifteen shareholders, two or more persons who are the joint registered owners of one or more shares being counted as one shareholder. R.S.O. 1990, c. C.38, s. 87 (1). Exemption orders (2) Upon the application of any interested person, the Commission may, if satisfied that in the circumstances of the particular case there is adequate justification for so doing, make an order, on such terms and conditions as seem to the Commission to be just and expedient, exempting any person from the requirements, in whole or in part, of section 85 or of subsection 86 (1). R.S.O. 1990, c. C.38, s. 87 (2). (3) Repealed: 2021, c. 40, Sched. 19, s. 9. Appeal from Commission (4) 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. 87 (4). Section Amendments with date in force (d/m/y) 2021, c. 40, Sched. 19, s. 9 - 29/04/2022
88 Where section 85 or 86 is applicable to a solicitation of proxies, (a)  the form of proxy sent to a shareholder by a person soliciting proxies, (i)  shall indicate in bold-face type whether or not the proxy is solicited by or on behalf of the management of the company, and (ii)  shall provide a specifically designated blank space for dating the form of proxy; (b)  the form of proxy shall provide means whereby the person whose proxy is solicited is afforded an opportunity to specify that the shares registered in the person’s name shall be voted by the nominee in favour of or against, in accordance with such person’s choice, each matter or group of related matters identified therein or in the information circular as intended to be acted upon, other than the election of directors and the appointment of auditors, provided that a proxy may confer discretionary authority with respect to matters as to which a choice is not so specified by such means if the form of proxy or the information circular states in bold-face type how it is intended to vote the shares represented by the proxy in each such case; (c)  a proxy may confer discretionary authority with respect to, (i)  amendments or variations to matters identified in the notice of meeting, or (ii)  other matters which may properly come before the meeting, provided that, (iii)  the person by whom or on whose behalf the solicitation is made is not aware a reasonable time prior to the time the solicitation is made that any such amendments, variations or other matters are to be presented for action at the meeting, and (iv)  a specific statement is made in the information circular or in the form of proxy that the proxy is conferring such discretionary authority; (d)  no proxy shall confer authority, (i)  to vote for the election of any person as a director of the company unless a nominee proposed in good faith for such election is named in the information circular, or (ii)  to vote at any meeting other than the meeting specified in the notice of meeting or any adjournment thereof; (e)  the information circular or form of proxy shall state that the shares represented by the proxy will be voted and that, where the person whose proxy is solicited specifies a choice with respect to any matter to be acted upon pursuant to clause (b), the shares shall, subject to section 89, be voted in accordance with the specifications so made; (f)  the information circular or form of proxy shall indicate in bold-face type that the shareholder has the right to appoint a person to attend and act for the shareholder and on the shareholder’s behalf at the meeting other than the person, if any, designated in the form of proxy, and shall contain instructions as to the manner in which the shareholder may exercise such right; and (g)  if the form of proxy contains a designation of a named person as nominee, means shall be provided whereby the shareholder may designate in a form of proxy some other person as the shareholder’s nominee for the purpose of subsection 84 (1).  R.S.O. 1990, c. C.38, s. 88.
89 (1) If the aggregate number of shares represented at a meeting by proxies required to be voted for or against a particular matter or group of matters carries, to the knowledge of the chair of the meeting, less than 5 per cent of the voting rights attached to the shares entitled to vote and represented at the meeting, the chair of the meeting has the right not to conduct a vote by way of ballot on any such matter or group of matters unless a poll is demanded at the meeting. R.S.O. 1990, c. C.38, s. 89 (1). Vote may be by telephonic or electronic means (2) For clarity, unless the by-laws expressly provide otherwise, a vote referred to in subsection (1) may be conducted entirely by one or more telephonic or electronic means or by a combination of one or more telephonic means and voting in person. 2023, c. 9, Sched. 9, s. 5. Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 9, s. 5 - 01/10/2023
90 The Lieutenant Governor in Council may make such regulations respecting the form and content of an information circular as the Lieutenant Governor in Council considers necessary or appropriate in the public interest.  R.S.O. 1990, c. C.38, s. 90.
91 An executor, administrator, guardian or trustee, and, where a corporation is such executor, administrator, committee, guardian or trustee of a testator, intestate, mentally incapable person, ward or beneficiary, any person duly appointed a proxy for such corporation, shall represent the shares in his, her or its hands at all meetings of the shareholders of the company and may vote accordingly as a shareholder, and every person who mortgages or hypothecates his, her or its shares may nevertheless represent the shares at all such meetings and may vote accordingly as a shareholder unless in the instrument creating the mortgage or hypothec the person has expressly empowered the holder of such mortgage or hypothec to vote thereon, in which case only such holder or the holder’s proxy may vote in respect of such shares.  R.S.O. 1990, c. C.38, s. 91; 1992, c. 32, s. 6 (7). Section Amendments with date in force (d/m/y) 1992, c. 32, s. 6 (7) - 03/04/1995
92 If shares are held jointly by two or more persons, any one of them present at a meeting of the shareholders of the company may, in the absence of the other or others, vote thereon, but, if more than one of them are present or represented by proxy, they shall vote together on the shares jointly held.  R.S.O. 1990, c. C.38, s. 92.
94 (1) The shareholders of a company at their first general meeting shall appoint one or more auditors to hold office until the first annual meeting and, if the shareholders fail to do so, the directors shall forthwith make such appointment or appointments. R.S.O. 1990, c. C.38, s. 94 (1). Idem (2) The shareholders shall at each annual meeting appoint one or more auditors to hold office until the next annual meeting and, if an appointment is not so made, the auditor in office shall continue in office until a successor is appointed. R.S.O. 1990, c. C.38, s. 94 (2). Casual vacancy (3) The directors may fill any casual vacancy in the office of auditor, but, while such vacancy continues, the surviving or continuing auditor, if any, may act. R.S.O. 1990, c. C.38, s. 94 (3). Removal (4) The shareholders may, by resolution passed by at least two-thirds of the votes cast at a general meeting of which notice of intention to pass the resolution has been given, remove any auditor before the expiration of the auditor’s term of office, and shall by a majority of the votes cast at that meeting appoint another auditor in the auditor’s stead for the remainder of the term. R.S.O. 1990, c. C.38, s. 94 (4). Remuneration (5) The remuneration of an auditor appointed by the shareholders shall be fixed by the shareholders, or by the directors if they are authorized so to do by the shareholders, and the remuneration of an auditor appointed by the directors shall be fixed by the directors. R.S.O. 1990, c. C.38, s. 94 (5). Appointment by court (6) If, for any reason, no auditor is appointed, the court may, on the application of a shareholder, appoint one or more auditors for that year and fix the remuneration to be paid by the company for the services of the auditor or auditors. 2017, c. 20, Sched. 7, s. 24. Notice (7) Notice of the appointment of an auditor shall be given in writing to the auditor forthwith after the appointment is made. R.S.O. 1990, c. C.38, s. 94 (7). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 24 - 19/10/2021
95 (1) Except as provided in subsection (2), no person shall be appointed as auditor of a company who is a director, officer or employee of that company or an affiliated company or who is a partner, employer or employee of any such director, officer or employee. Private companies (2) Upon the unanimous vote of the shareholders of a private company present or represented at the meeting at which the auditor is appointed, a director, officer or employee of that company or an affiliated company, or a partner, employer or employee of such director, officer or employee may be appointed as auditor of that company, if it is not a subsidiary company of a company incorporated by any legislative jurisdiction in Canada which is not a private company within the meaning of this Act. Notice (3) A person appointed as auditor under subsection (2) shall indicate in the person’s report to the shareholders on the annual financial statement of the company that the person is a director, officer or employee of the company or a partner, employer or employee of such director, officer or employee.  R.S.O. 1990, c. C.38, s. 95.
96 (1) The auditor shall make such examination as will enable the auditor to report to the shareholders as required under subsection (2). Auditor’s report (2) The auditor shall make a report to the shareholders on the financial statement, other than the part thereof that relates to the period referred to in subclause 97 (1) (b) (ii), to be laid before the company at any annual meeting during the auditor’s term of office and shall state in the report whether in the auditor’s opinion the financial statement referred to therein presents fairly the financial position of the company and the results of its operations for the period under review in accordance with generally accepted accounting principles applied on a basis consistent with that of the preceding period. Idem (3) If the financial statement contains a statement of source and application of funds or a statement of changes in net assets, the auditor shall include in the auditor’s report a statement whether in the auditor’s opinion, in effect, the statement of source and application of funds or the statement of changes in net assets presents fairly the information shown therein. Idem (4) The auditor in the auditor’s report shall make such statements as the auditor considers necessary, (a)  if the company’s financial statement is not in agreement with its accounting records; (b)  if the company’s financial statement is not in accordance with the requirements of this Act; (c)  if the auditor has not received all the information and explanations that the auditor has required; or (d)  if proper accounting records have not been kept, so far as appears from the auditor’s examination. Right of access, etc. (5) The auditor of a company has right of access at all times to all records, documents, books, accounts and vouchers of the company and is entitled to require from the directors and officers of the company such information and explanation as in the auditor’s opinion are necessary to enable the auditor to report as required by subsection (2). Auditor may attend shareholders’ meetings (6) The auditor of a company is entitled to attend any meeting of shareholders of the company and to receive all notices and other communications relating to any such meeting that a shareholder is entitled to receive and to be heard at any such meeting that the auditor attends on any part of the business of the meeting that concerns the auditor as auditor.  R.S.O. 1990, c. C.38, s. 96.
96.1 In respect of a financial year of a company, the company is exempt from the requirements of this Part regarding the appointment and duties of an auditor if, (a)  the company is not a public company; (b)  the annual income of the company is less than $100,000; and (c)  all of the shareholders consent, in writing, to the exemption in respect of the year.  1998, c. 18, Sched. E, s. 63; 2006, c. 34, s. 10 (1). Section Amendments with date in force (d/m/y) 1998, c. 18, Sched. E, s. 63 - 01/03/1999 2006, c. 34, s. 10 (1) - 01/08/2007
97 (1) The directors shall lay before each annual meeting of shareholders, (a)  in the case of a private company, a financial statement for the period that commenced on the date of incorporation and ended not more than six months before such annual meeting or, if the company has completed a financial year, that commenced immediately after the end of the last completed financial year and ended not more than six months before such annual meeting, as the case may be, made up of, (i)  a statement of profit and loss for such period, (ii)  a statement of surplus for such period, and (iii)  a balance sheet as at the end of such period; (b)  in the case of a public company, a comparative financial statement relating separately to, (i)  the period that commenced on the date of incorporation and ended not more than six months before such annual meeting or, if the company has completed a financial year, that commenced immediately after the end of the last completed financial year and ended not more than six months before such annual meeting, as the case may be, and (ii)  the period covered by the financial year next preceding such latest completed financial year, if any, made up of, (iii)  a statement of profit and loss for each period, (iv)  a statement of surplus for each period, (v)  a statement of source and application of funds for each period, and (vi)  a balance sheet as at the end of each period; (c)  the report of the auditor to the shareholders; (d)  such further information respecting the financial position of the company as the letters patent, supplementary letters patent or by-laws of the company require. Designation of statements (2) It is not necessary to designate the statements referred to in subsection (1) as the statement of profit and loss, statement of surplus, statement of source and application of funds and balance sheet. Auditor’s report to be read (3) The report of the auditor to the shareholders shall be read at the annual meeting and shall be open to inspection by any shareholder. Omission of comparative statement (4) Despite clause (1) (b), the financial statement referred to in such clause may relate only to the period that ended not more than six months before the annual meeting if the reason for the omission of the statement in respect of the period covered by the previous financial statement is set out in the financial statement to be laid before such meeting or by way of note thereto. Omission of source and application statement (5) Despite subclause (1) (b) (v), the statement of source and application of funds may be omitted if the reason for such omission is set out in the financial statement or by way of note thereto.  R.S.O. 1990, c. C.38, s. 97.
98 (1) The statement of profit and loss to be laid before an annual meeting shall be drawn up so as to present fairly the results of the operations of the company for the period covered by the statement and so as to distinguish severally at least, (a)  in the case of a public company, sales or gross operating revenue; (b)  the operating profit or loss before including or providing for other items of income or expense that are required to be shown separately; (c)  income from investments in subsidiaries whose financial statements are not consolidated with those of the company; (d)  income from investments in affiliated companies other than subsidiaries; (e)  income from other investments; (f)  non-recurring profits and losses of significant amount including profits or losses on the disposal of capital assets and other items of a special nature to the extent that they are not shown separately in the statement of earned surplus; (g)  provision for depreciation or obsolescence or depletion; (h)  amounts written off for goodwill or amortization of any other intangible assets to the extent that they are not shown separately in the statement of earned surplus; (i)  interest on indebtedness initially incurred for a term of more than one year, including amortization of debt discount or premium and expense; (j)  taxes on income imposed by any taxing authority, and shall show the net profit or loss for the financial period. R.S.O. 1990, c. C.38, s. 98 (1). Notes (2) Despite subsection (1), items of the natures described in clauses (1) (g) and (h) may be shown by way of note to the statement of profit and loss. R.S.O. 1990, c. C.38, s. 98 (2). Order for omission of sales or gross operating revenue (3) A public company may apply to the Commission for an order permitting sales or gross operating revenue referred to in clause (1) (a) of this section or subclause 110 (1) (b) (i) to be omitted from the statement of profit and loss or the interim financial statement, as the case may be, and the Commission may, on such terms and conditions as it may impose, permit such omission where it is satisfied that in the circumstances the disclosure of such information would be unduly detrimental to the interests of the company. R.S.O. 1990, c. C.38, s. 98 (3). (4) Repealed: 2021, c. 40, Sched. 19, s. 9. Appeal from Commission (5) 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. 98 (5). Section Amendments with date in force (d/m/y) 2021, c. 40, Sched. 19, s. 9 - 29/04/2022
99 (1) The statement of surplus shall be drawn up so as to present fairly the transactions reflected in the statement and shall show separately a statement of contributed surplus and a statement of earned surplus. Contributed surplus (2) The statement of contributed surplus shall be drawn up so as to include and distinguish the following items: 1.  The balance of such surplus at the end of the preceding financial period. 2.  The additions to and deductions from such surplus during the financial period including, (a)  the amount of surplus arising from the issue of shares or the reorganization of the company’s issued capital, including, (i)  the amount of premiums received on the issue of shares at a premium, (ii)  the amount of surplus realized on the purchase for cancellation of shares; and (b)  donations of cash or other property by shareholders. 3.  The balance of such surplus at the end of the financial period. Earned surplus (3) The statement of earned surplus shall be drawn up so as to distinguish at least the following items: 1.  The balance of such surplus at the end of the preceding financial period. 2.  The additions to and deductions from such surplus during the financial period and without restricting the generality of the foregoing at least the following: i.  The amount of the net profit or loss for the financial period. ii.  The amount of dividends declared on each class of shares. iii.  The amount transferred to or from reserves. 3.  The balance of such surplus at the end of the financial period.  R.S.O. 1990, c. C.38, s. 99.
100 The statement of source and application of funds referred to in subclause 97 (1) (b) (v) and clause 110 (1) (a) shall be drawn up so as to present fairly the information shown therein for the period, and shall show separately at least, (a)  funds derived from, (i)  current operations, (ii)  sale of non-current assets, segregating investments, fixed assets and intangible assets, (iii)  issue of securities or other indebtedness maturing more than one year after issue, and (iv)  issue of shares; and (b)  funds applied to, (i)  purchase of non-current assets, segregating investments, fixed assets and intangible assets, (ii)  redemption or other retirement of securities or repayment of other indebtedness maturing more than one year after issue, (iii)  redemption or other retirement of shares, and (iv)  payment of dividends.  R.S.O. 1990, c. C.38, s. 100.
102 Explanatory information or particulars of any item mentioned in section 101 may be shown by way of note to the balance sheet.  R.S.O. 1990, c. C.38, s. 102.
104 Despite sections 98 to 103, it is not necessary to state in a financial statement any matter that in all the circumstances is of relative insignificance.  R.S.O. 1990, c. C.38, s. 104.
106 (1) For the purposes of this Act, a company shall be deemed to be a subsidiary of another company if, but only if, (a)  it is controlled by, (i)  that other, or (ii)  that other and one or more companies each of which is controlled by that other, or (iii)  two or more companies each of which is controlled by that other; or (b)  it is a subsidiary of a company that is that other’s subsidiary. holding company (2) For the purposes of this Act, a company shall be deemed to be another’s holding company if, but only if, that other is its subsidiary. affiliated company (3) For the purposes of this Act, one company shall be deemed to be affiliated with another company if, but only if, one of them is the subsidiary of the other or both are subsidiaries of the same company or each of them is controlled by the same person. Control (4) For the purposes of this Act, a company shall be deemed to be controlled by another company or person or by two or more companies if, but only if, (a)  shares of the first-mentioned company carrying more than 50 per cent of the votes for the election of directors are held, otherwise than by way of security only, by or for the benefit of such other company or person or by or for the benefit of such other companies; and (b)  the votes carried by such shares are sufficient, if exercised, to elect a majority of the board of directors of the first-mentioned company.  R.S.O. 1990, c. C.38, s. 106.
107 In a financial statement, the term “reserve” shall be used to describe only, (a)  amounts appropriated from earned surplus at the discretion of management for some purpose other than to meet a liability or contingency known or admitted or a commitment made as at the statement date or a decline in value of an asset that has already occurred; (b)  amounts appropriated from earned surplus pursuant to the instrument of incorporation, instrument amending the instrument of incorporation or by-laws of the company for some purpose other than to meet a liability or contingency known or admitted or a commitment made as at the statement date or a decline in value of an asset that has already occurred; and (c)  amounts appropriated from earned surplus in accordance with the terms of a contract and that can be restored to the earned surplus when the conditions of the contract are fulfilled.  R.S.O. 1990, c. C.38, s. 107.
108 The financial statement shall be approved by the board of directors, such approval to be evidenced by the signature at the foot of the balance sheet by two of the directors duly authorized to sign, and the auditor’s report shall be attached to the financial statement or there shall be inserted at the foot of the balance sheet a reference to the report.  R.S.O. 1990, c. C.38, s. 108.
109 (1) A public company shall, ten days or more before the date of the annual meeting, send to each shareholder at the shareholder’s last address as shown on the books of the company a copy of the financial statement and a copy of the auditor’s report. R.S.O. 1990, c. C.38, s. 109 (1); 2023, c. 9, Sched. 9, s. 8. Financial statement, private companies (2) A shareholder of a private company is entitled to be furnished by the company on demand with a copy of the documents mentioned in subsection (1). R.S.O. 1990, c. C.38, s. 109 (2). Offence (3) A company that fails to comply with subsection (1) or (2) 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 company 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. 109 (3). Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 9, s. 8 - 01/10/2023
111 (1) Except in the cases mentioned in this section, a company shall not be a shareholder of a company that is its holding company, and any allotment or transfer of shares of a company to its subsidiary company is void.  R.S.O. 1990, c. C.38, s. 111 (1). Application (2) This section does not apply to a subsidiary holding shares as executor, administrator, guardian or trustee unless the holding company or a subsidiary thereof is beneficially interested under the trust and is not so interested only by way of security for the purposes of a transaction entered into by it in the ordinary course of a business that includes the lending of money.  R.S.O. 1990, c. C.38, s. 111 (2); 1992, c. 32, s. 6 (8). Exception (3) This section does not prevent a subsidiary that on the 30th day of April, 1954, held shares of its holding company from continuing to hold such shares, but, subject to subsection (2), the subsidiary has no right to vote at meetings of shareholders of the holding company or at meetings of any class of shareholders thereof. Nominees (4) Subject to subsection (2), subsections (1) and (3) apply in relation to a nominee for a company that is a subsidiary as if the references in subsections (1) and (3) to such a company included references to a nominee for it.  R.S.O. 1990, c. C.38, s. 111 (3, 4). Section Amendments with date in force (d/m/y) 1992, c. 32, s. 6 (8) - 03/04/1995
113 (1) Any two or more companies, including a holding and subsidiary company, having the same or similar objects may amalgamate and continue as one company.  R.S.O. 1990, c. C.38, s. 113 (1). Agreement (2) The companies proposing to amalgamate may enter into an agreement for the amalgamation prescribing the terms and conditions of the amalgamation, the mode of carrying the amalgamation into effect and stating the name of the amalgamated company, the names and address for service of each of the first directors of the company and how and when the subsequent directors are to be elected with such other details as may be necessary to perfect the amalgamation and to provide for the subsequent management and working of the amalgamated company, the authorized capital of the amalgamated company and the manner of converting the authorized capital of each of the companies into that of the amalgamated company.  R.S.O. 1990, c. C.38, s. 113 (2); 2001, c. 9, Sched. D, s. 5 (4). Adoption by shareholders (3) The agreement shall be submitted to the shareholders of each of the amalgamating companies at general meetings thereof called for the purpose of considering the agreement, and, if two-thirds of the votes cast at each such meeting are in favour of the adoption of the agreement, that fact shall be certified upon the agreement by the secretary of each of the amalgamating companies.  R.S.O. 1990, c. C.38, s. 113 (3); 1998, c. 18, Sched. E, s. 64. Joint application for letters patent (4) If the agreement is adopted in accordance with subsection (3), the amalgamating companies may apply jointly to the Minister for letters patent confirming the agreement and amalgamating the companies so applying, and on and from the date of the letters patent such companies are amalgamated and are continued as one company by the name in the letters patent provided, and the amalgamated company possesses all the property, rights, privileges and franchises and is subject to all liabilities, contracts, disabilities and debts of each of the amalgamating companies.  R.S.O. 1990, c. C.38, s. 113 (4); 2017, c. 20, Sched. 7, s. 26. Section Amendments with date in force (d/m/y) 1998, c. 18, Sched. E, s. 64 - 01/03/1999 2001, c. 9, Sched. D, s. 5 (4) - 29/06/2001 2017, c. 20, Sched. 7, s. 26 - 19/10/2021
114 (1) Where a company has ceased to carry on business except for the purpose of winding up its affairs and has no debts or obligations that have not been provided for or protected, the directors may pass by-laws for distributing in money, kind, specie or otherwise the property of the company or any part of it rateably among the shareholders according to their rights and interests in the company. Confirmation (2) The by-law is not effective until it has been confirmed by two-thirds of the votes cast at a meeting of the shareholders duly called for considering the by-law nor until it has been confirmed by the Lieutenant Governor in Council.  R.S.O. 1990, c. C.38, s. 114.
115 (1) If a private company contravenes any of the provisions of its special Act, letters patent or supplementary letters patent respecting the restriction on the right to transfer its shares, the limitation on the number of its shareholders or the prohibition on invitations to the public to subscribe for its shares or securities, it ceases to be entitled to the privileges and exemptions conferred on private companies under this Act and thereupon this Act applies to the company as if it were not a private company. Relief (2) The court, on being satisfied that any such contravention was accidental or due to inadvertence or to some other sufficient cause, or that on other grounds it is just and equitable to grant relief, may, on the application of the company or any other person interested and on such terms and conditions as the court considers proper, order that the company be relieved from the consequences mentioned in subsection (1). Offence (3) In addition to the consequences mentioned in subsection (1), every private company that contravenes any of the provisions of its special Act, letters patent or supplementary letters patent respecting the restriction on the right to transfer its shares, the limitation on the number of its shareholders or the prohibition on invitations to the public to subscribe for its shares or securities, and every director or officer 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. 115.
116 (1) If, in the case of a private company, at a meeting of shareholders, (a)  a resolution passed by the directors authorizing the sale or disposition of the undertaking of the company or any part thereof as an entirety or substantially as an entirety is confirmed with or without variation by the shareholders; (b)  a resolution passed by the directors authorizing an application for the issue of supplementary letters patent providing for the conversion of the company into a public company is confirmed with or without variation by the shareholders; or (c)  an agreement for the amalgamation of the company with one or more other companies, whether public or private, is confirmed by the shareholders, any shareholder who has voted against the confirmation of such resolution or agreement, as the case may be, may within two days after the date of the meeting give notice in writing to the company requiring it to purchase the shareholder’s shares. Company bound to purchase shares (2) Within ninety days from the date of the completion of the sale or disposition or the issue of the supplementary letters patent or the letters patent, as the case may be, the company shall purchase the shares of every shareholder who has given notice under subsection (1). Saving (3) The company shall not purchase any shares under subsection (2) if it is insolvent or if such purchase would render the company insolvent. Price of shares (4) The price and terms of the purchase of such shares shall be as may be agreed upon by the company and the dissenting shareholder, but, if they fail to agree, the price and terms shall be as determined by the court on the application of the dissenting shareholder. Sale of shares (5) Any shares purchased under subsection (2) shall not be cancelled by reason only of such purchase, and may be sold by the company at such price and on such terms as the directors determine. Where sale not completed (6) If the sale or disposition is not completed or the supplementary letters patent or letters patent are not issued, the rights of the dissenting shareholder under this section cease and the company shall not purchase the shares of such shareholder under this section.  R.S.O. 1990, c. C.38, s. 116. PART III   CORPORATIONS WITHOUT SHARE CAPITAL 117 Repealed: 2017, c. 20, Sched. 7, s. 27. 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. 27 - 19/10/2021 117.1 Repealed: 2017, c. 20, Sched. 7, s. 28 (2). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 28 (1) - 14/11/2017; 2017, c. 20, Sched. 7, s. 28 (2) - 19/10/2021
118 A corporation may be incorporated under this Part only if Part V would apply to the corporation. 2017, c. 20, Sched. 7, s. 29. Section Amendments with date in force (d/m/y) 1994, c. 27, s. 78 (5) - 01/03/1995 2010, c. 15, s. 211 (5) - no effect - see 2017, c. 20, Sched. 8, s. 57 - 14/11/2017 2017, c. 20, Sched. 7, s. 29 - 19/10/2021
119 (1) The applicants for the incorporation of a corporation 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 corporation to be incorporated. 3.  The objects for which the corporation is to be incorporated. 4.  The place in Ontario where the head office of the corporation is to be situate. 5.  The names of the applicants who are to be the first directors of the corporation. 6.  Any other matters that the applicants desire to have embodied in the letters patent.  R.S.O. 1990, c. C.38, s. 119 (1); 2001, c. 9, Sched. D, s. 5 (5); 2017, c. 20, Sched. 7, s. 30. Idem (2) The applicants may ask to have embodied in the letters patent any provision that may be made the subject of a by-law of the corporation.  R.S.O. 1990, c. C.38, s. 119 (2). Exception (3) Subsection (2) does not apply to a provision providing for the election and retirement of directors in accordance with subsection 287 (2) or (5).  1998, c. 18, Sched. E, s. 65. Section Amendments with date in force (d/m/y) 1998, c. 18, Sched. E, s. 65 - 01/03/1999 2001, c. 9, Sched. D, s. 5 (5) - 29/06/2001 2017, c. 20, Sched. 7, s. 30 - 19/10/2021
120 The letters patent, supplementary letters patent or by-laws of a corporation may provide for more than one class of membership and in that case shall set forth the designation of and the terms and conditions attaching to each class.  R.S.O. 1990, c. C.38, s. 120.
121 Upon incorporation of a corporation, each applicant becomes a member thereof.  R.S.O. 1990, c. C.38, s. 121.
122 A member shall not, as such, be held answerable or responsible for any act, default, obligation or liability of the corporation or for any engagement, claim, payment, loss, injury, transaction, matter or thing relating to or connected with the corporation.  R.S.O. 1990, c. C.38, s. 122.
123 Unless the letters patent, supplementary letters patent or by-laws of a corporation otherwise provide, there is no limit on the number of members of the corporation.  R.S.O. 1990, c. C.38, s. 123.
124 (1) Subject to subsection (2), a person or unincorporated association may be admitted to membership in a corporation by resolution of the board of directors, but the letters patent, supplementary letters patent or by-laws may provide that such resolution is not effective until it has been confirmed by the members in general meeting.  R.S.O. 1990, c. C.38, s. 124 (1); 1994, c. 27, s. 78 (6). Idem (2) The letters patent, supplementary letters patent or by-laws of a corporation may provide for the admission of members by virtue of their office.  R.S.O. 1990, c. C.38, s. 124 (2). Section Amendments with date in force (d/m/y) 1994, c. 27, s. 78 (6) - 01/03/1995
125 Each member of each class of members of a corporation has one vote, unless the letters patent, supplementary letters patent or by-laws of the corporation provide that each such member has more than one vote or has no vote.  R.S.O. 1990, c. C.38, s. 125.
125.1 (1) Unless the by-laws of a corporation provide otherwise, a meeting of the members may be held by telephonic or electronic means and a member who, through those means, votes at the meeting or establishes a communications link to the meeting is deemed for the purposes of this Act to be present at the meeting. 2017, c. 20, Sched. 7, s. 31 (1). Non-application of this section (2) This section does not apply to a corporation to which Part V applies. 2017, c. 20, Sched. 7, s. 31 (1). Note: On a day to be named by proclamation of the Lieutenant Governor, section 125.1 of the Act is repealed. (See: 2017, c. 20, Sched. 7, s. 31 (2) and 2021, c. 25, Sched. 2, s. 2) Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 31 (1) - 14/11/2017; 2017, c. 20, Sched. 7, s. 31 (2) - not in force 126 Repealed: 2017, c. 20, Sched. 7, s. 32. Section Amendments with date in force (d/m/y) 2010, c. 15, s. 211 (6) - no effect - see 2017, c. 20, Sched. 8, s. 57 - 14/11/2017 2017, c. 20, Sched. 7, s. 32 - 19/10/2021 126.1 Repealed: 2017, c. 20, Sched. 7, s. 33 (2). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 33 (1) - 13/01/2018; 2017, c. 20, Sched. 7, s. 33 (2) - 19/10/2021 126.2 Repealed: 2017, c. 20, Sched. 7, s. 34 (2). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 34 (1) - 13/01/2018; 2017, c. 20, Sched. 7, s. 34 (2) - 19/10/2021 126.3 Repealed: 2017, c. 20, Sched. 7, s. 35 (2). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 35 (1) - 14/11/2017; 2017, c. 20, Sched. 7, s. 35 (2) - 19/10/2021
127 Subject to section 286, the letters patent, supplementary letters patent or by-laws of a corporation may provide for persons becoming directors by virtue of their office, in lieu of election.  R.S.O. 1990, c. C.38, s. 127. 127.1 Repealed: 2017, c. 20, Sched. 7, s. 36 (2). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 36 (1) - 13/01/2018; 2017, c. 20, Sched. 7, s. 36 (2) - 19/10/2021 127.2 Repealed: 2017, c. 20, Sched. 7, s. 37 (2). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 37 (1) - 14/11/2017; 2017, c. 20, Sched. 7, s. 37 (2) - 19/10/2021
128 (1) Unless the letters patent or supplementary letters patent otherwise provide, the interest of a member in a corporation is not transferable and lapses and ceases to exist upon the member’s death or when the member ceases to be a member by resignation or otherwise in accordance with the by-laws of the corporation. Where transferable (2) Where the letters patent or supplementary letters patent provide that the interest of a member in the corporation is transferable, the by-laws shall not restrict the transfer of such interest.  R.S.O. 1990, c. C.38, s. 128.
129 (1) The directors of a corporation may pass by-laws not contrary to this Act or to the letters patent or supplementary letters patent to regulate, (a)  the admission of persons and unincorporated associations as members and as members by virtue of their office and the qualification of and the conditions of membership; (b)  the fees and dues of members; (c)  the issue of membership cards and certificates; (d)  the suspension and termination of memberships by the corporation and by the member; (e)  the transfer of memberships; (f)  the qualification of and the remuneration of the directors and the directors by virtue of their office, if any; (g)  the time for and the manner of election of directors; (h)  the appointment, remuneration, functions, duties and removal of agents, officers and employees of the corporation and the security, if any, to be given by them to it; (i)  the time and place and the notice to be given for the holding of meetings of the members and of the board of directors, the quorum at meetings of members, the requirement as to proxies, and the procedure in all things at members’ meetings and at meetings of the board of directors; (j)  the conduct in all other particulars of the affairs of the corporation. 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 members duly called for that purpose, is effective only until the next annual meeting of the members 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 members. Rejection (3) The members 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 is prejudicially affected by any such rejection, amendment or other dealing.  R.S.O. 1990, c. C.38, s. 129.
130 (1) The directors of a corporation may pass by-laws providing for, (a)  the division of its members into groups that are composed of territorial groups, common interest groups or both territorial and common interest groups; (b)  the election of some or all of its directors, (i)  by such groups on the basis of the number of members in each group, or (ii)  for the groups in a defined geographical area, by the delegates of such groups meeting together; (c)  the election of delegates and alternative delegates to represent each group on the basis of the number of members in each group; (d)  the number and method of electing delegates; (e)  the holding of meetings of delegates; (f)  the authority of delegates at meetings or providing that a meeting of delegates shall for all purposes be deemed to be and to have all the powers of a meeting of the members; (g)  the holding of meetings of members or delegates territorially or on the basis of common interest.  R.S.O. 1990, c. C.38, s. 130 (1); 1998, c. 18, Sched. E, s. 66. Confirmation (2) 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 the members duly called for considering the by-law. Voting (3) A delegate has only one vote and shall not vote by proxy. Qualification of delegates (4) No person shall be elected a delegate who is not a member of the corporation. Saving (5) No such by-law shall prohibit members from attending meetings of delegates and participating in the discussions at such meetings.  R.S.O. 1990, c. C.38, s. 130 (2-5). Section Amendments with date in force (d/m/y) 1998, c. 18, Sched. E, s. 66 - 01/03/1999 130.1 Repealed: 2017, c. 20, Sched. 7, s. 38 (2). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 38 (1) - 13/01/2018; 2017, c. 20, Sched. 7, s. 38 (2) - 19/10/2021
131 (1) A corporation may apply to the Minister for the issue of supplementary letters patent, (a)  extending, limiting or otherwise varying its objects; (b)  changing its name; (c)  varying any provision in its letters patent or prior supplementary letters patent; (d)  providing for any matter or thing in respect of which provision may be made in letters patent under this Act; (e)  converting it into a company; (f)  converting it into a corporation, with or without share capital.  R.S.O. 1990, c. C.38, s. 131 (1); 2017, c. 20, Sched. 7, s. 39. Authorization (2) An application under subsection (1) shall be authorized by a special resolution.  1999, c. 12, Sched. F, s. 21. (3) Repealed:  1999, c. 12, Sched. F, s. 21. Contents of application for conversion into company (4) If the application is under clause (1) (e) or (f) and the corporation is to become a company, the application shall set forth the authorized capital, the classes of shares, if any, into which it is to be divided, the number of shares of each class, 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, and, where there are to be preference shares, the preferences, rights, conditions, restrictions, limitations or prohibitions attaching to them or each class of them, and the terms and conditions on which the members will become shareholders.  R.S.O. 1990, c. C.38, s. 131 (4). (5) Repealed:  1998, c. 18, Sched. E, s. 67. Special Act corporations excepted (6) This section does not apply to a corporation incorporated by special Act, except that a corporation incorporated by special Act may apply under this section for the issue of supplementary letters patent changing its name.  R.S.O. 1990, c. C.38, s. 131 (6). Section Amendments with date in force (d/m/y) 1998, c. 18, Sched. E, s. 67 - 01/03/1999; 1999, c. 12, Sched. F, s. 21 - 27/03/2000 2010, c. 15, s. 211 (6) - no effect - see 2017, c. 20, Sched. 8, s. 57 - 14/11/2017 2017, c. 20, Sched. 7, s. 39 - 19/10/2021