jswizzle3737/ontario_laws_and_regs huggingface dataset:
239 (1) The liquidator may, during the continuance of the voluntary winding up, call general meetings of the shareholders or members of the corporation for the purpose of obtaining its sanction by resolution, or for any other purpose the liquidator thinks fit. Where winding up continues more than one year (2) In the event of a voluntary winding up continuing for more than one year, the liquidator shall call a general meeting of the shareholders or members of the corporation at the end of the first year and of each succeeding year from the commencement of the winding up, and shall lay before the meeting an account showing the liquidator’s acts and dealings and the manner in which the winding up has been conducted during the preceding year.  R.S.O. 1990, c. C.38, s. 239.
240 The liquidator, with the sanction of a resolution of the shareholders or members of the corporation passed in general meeting or of the inspectors, may make such compromise or other arrangement as the liquidator considers expedient with any creditor or person claiming to be a creditor or having or alleging to have a claim, present or future, certain or contingent, ascertained or sounding only in damages, against the corporation or whereby the corporation may be rendered liable.  R.S.O. 1990, c. C.38, s. 240.
241 The liquidator may, with the like sanction, compromise all calls and liabilities to call, debts and liabilities capable of resulting in debts, and all claims, whether present or future, certain or contingent, ascertained or sounding only in damages, subsisting or supposed to subsist between the corporation and any contributory, alleged contributory or other debtor or person apprehending liability to the corporation and all questions in any way relating to or affecting the property of the corporation, or the winding up of the corporation, upon the receipt of such sums payable at such times and generally upon such terms as are agreed upon, and the liquidator may take any security for the discharge of such calls, debts or liabilities and give a complete discharge in respect thereof.  R.S.O. 1990, c. C.38, s. 241.
242 (1) Where a corporation is proposed to be or is in the course of being wound up voluntarily and the whole or a portion of its business or property is proposed to be transferred or sold to another corporation, the liquidator of the first-mentioned corporation, with the sanction of a resolution of the shareholders or members passed in general meeting of the corporation by which the liquidator was appointed conferring either a general authority on the liquidator or an authority in respect of any particular arrangement, may receive, in compensation or in part compensation for such transfer or sale, cash or shares or other like interest in the purchasing corporation for the purpose of distribution among the shareholders or members of the corporation that is being wound up in the manner set forth in the arrangement, or may, in lieu of receiving cash or shares or other like interest, or in addition thereto, participate in the profits of or receive any other benefit from the purchasing corporation. Confirmation of sale or arrangement (2) A sale made or arrangement entered into by the liquidator under this section is binding on the shareholders or members of the corporation that is being wound up voluntarily if, (a)  in the case of a company, the shareholders or classes of shareholders, as the case may be, at a general meeting duly called for the purpose, by votes representing at least three-fourths of the shares or of each class of shares represented at the meeting; or (b)  in the case of a corporation without share capital, the members or classes of members, as the case may be, at a general meeting duly called for the purpose, by votes representing at least three-fourths of the members or of each class of members represented at the meeting, approve the sale or arrangement and if the sale or arrangement is approved by an order made by the court on the application of the corporation. Where resolution not invalid (3) No resolution shall be deemed invalid for the purposes of this section because it was passed before or concurrently with a resolution for winding up the corporation or for appointing the liquidator.  R.S.O. 1990, c. C.38, s. 242.
243 A corporation may be wound up by order of the court, (a)  where the shareholders or members by a majority of the votes cast at a general meeting called for that purpose pass a resolution authorizing an application to be made to the court to wind up the corporation; (b)  where proceedings have been begun to wind up voluntarily and it appears to the court that it is in the interest of contributories and creditors that the proceedings should be continued under the supervision of the court; (c)  where it is proved to the satisfaction of the court that the corporation, though it may be solvent, cannot by reason of its liabilities continue its business and that it is advisable to wind it up; or (d)  where in the opinion of the court it is just and equitable for some reason, other than the bankruptcy or insolvency of the corporation, that it should be wound up.  R.S.O. 1990, c. C.38, s. 243.
244 (1) The winding-up order may be made upon the application of the corporation or of a shareholder or of a member or, where the corporation is being wound up voluntarily, of the liquidator or of a contributory or of a creditor having a claim of $200 or more. Notice (2) Except where the application is made by the corporation, four days notice of the application shall be given to the corporation before the making of the application.  R.S.O. 1990, c. C.38, s. 244.
245 The court may make the order applied for, may dismiss the application with or without costs, may adjourn the hearing conditionally or unconditionally or may make any interim or other order as is considered just, and upon the making of the order may, according to its practice and procedure, refer the proceeding for the winding up and may also delegate any powers of the court conferred by this Act to any officer of the court.  R.S.O. 1990, c. C.38, s. 245.
246 (1) The court in making the winding-up order may appoint one or more persons as liquidator of the estate and effects of the corporation for the purpose of winding up its affairs and distributing its property. Remuneration (2) The court may at any time fix the remuneration of the liquidator. Vacancy (3) If a liquidator appointed by the court dies or resigns or the office becomes vacant for any reason, the court may by order fill the vacancy. Removal of liquidator (4) The court may by order remove for cause a liquidator appointed by it, and in such case shall appoint another liquidator.  R.S.O. 1990, c. C.38, s. 246.
247 The costs, charges and expenses of a winding up by order of the court shall be assessed by an assessment officer.  R.S.O. 1990, c. C.38, s. 247.
248 Where a winding-up order is made by the court without prior voluntary winding-up proceedings, the winding up shall be deemed to commence at the time of service of notice of the application, and, where the application is made by the corporation, at the time the application is made.  R.S.O. 1990, c. C.38, s. 248.
249 Where a winding-up order has been made by the court, the winding up of the corporation shall be conducted in the same manner and with the like consequences as provided for a voluntary winding up, except that the list of contributories shall be settled by the court unless it has been settled by the liquidator prior to the winding-up order, in which case the list is subject to review by the court, and except that all steps in the winding up are subject to the order and direction of the court.  R.S.O. 1990, c. C.38, s. 249.
250 (1) Where a winding-up order has been made by the court, the court may direct meetings of the shareholders or members of the corporation to be called, held and conducted in such manner as the court deems fit for the purpose of ascertaining their wishes, and may appoint a person to act as chair of any such meeting and to report the result of it to the court. Order for delivery by contributories and others of property, etc. (2) Where a winding-up order has been made by the court, the court may require any contributory for the time being settled on the list of contributories, or any trustee, receiver, banker or agent or officer of the corporation to pay, deliver, convey, surrender or transfer forthwith, or within such time as the court directs, to the liquidator any sum or balance, books, papers, estate or effects that are in the person’s hands and to which the corporation appears to be entitled. Inspection of books (3) Where a winding-up order has been made by the court, the court may make an order for the inspection of the books and papers of the corporation by its creditors and contributories, and any books and papers in the possession of the corporation may be inspected in conformity with such order.  R.S.O. 1990, c. C.38, s. 250.
251 After the commencement of a winding up by order of the court, (a)  no action or other proceeding shall be proceeded with or commenced against the corporation; and (b)  no attachment, sequestration, distress or execution shall be put in force against the estate or effects of the corporation, except by leave of the court and subject to such terms as the court may impose.  R.S.O. 1990, c. C.38, s. 251.
252 Sections 253 to 265 and 268 apply to corporations being wound up voluntarily or by order of the court.  R.S.O. 1990, c. C.38, s. 252.
253 (1) If from any cause there is no liquidator, the court may by order on the application of a shareholder or member of the corporation appoint one or more persons as liquidator. Idem (2) Where there is no liquidator, the estate and effects of the corporation shall be under the control of the court until the appointment of a liquidator.  R.S.O. 1990, c. C.38, s. 253.
254 (1) Upon a winding up, (a)  the liquidator shall apply the property of the corporation in satisfaction of all its liabilities proportionately and, subject thereto, shall distribute the property rateably among the shareholders or members according to their rights and interests in the corporation; (b)  in distributing the property of the corporation, the wages of all employees, apprentices and other wage earners in the employment of the corporation due at the date of the commencement of the winding up or within one month before, not exceeding three months wages and for vacation pay accrued for not more than twelve months under the Employment Standards Act and the regulations thereunder or under a collective agreement made by the corporation, shall be paid in priority to the claims of the ordinary creditors, and such persons are entitled to rank as ordinary creditors for the residue of their claims; (c)  all the powers of the directors cease upon the appointment of a liquidator, except in so far as the liquidator may sanction the continuance of such powers.  R.S.O. 1990,  c. C.38, s. 254 (1); 1993, c. 27, Sched. Distribution of property (2) Section 53 of the Trustee Act applies with necessary modifications to liquidators.  R.S.O. 1990, c. C.38, s. 254 (2). Section Amendments with date in force (d/m/y) 1993, c. 27, Sched. - 31/12/1991
255 The costs, charges and expenses of a winding up, including the remuneration of the liquidator, are payable out of the property of the corporation in priority to all other claims.  R.S.O. 1990, c. C.38, s. 255.
256 (1) The liquidator may, (a)  bring or defend any action, suit or prosecution, or other legal proceedings, civil or criminal, in the name and on behalf of the corporation; (b)  carry on the business of the corporation so far as is necessary for the beneficial winding up of the corporation; (c)  sell in whole or in parcels the real and personal property, effects and things in action of the corporation by public auction or private sale; (d)  do all acts and execute, in the name and on behalf of the corporation, all deeds, receipts and other documents, and for that purpose use the seal of the corporation; (e)  draw, accept, make and endorse any bill of exchange or promissory note in the name and on behalf of the corporation; (f)  raise upon the security of the property of the corporation any requisite money; (g)  take out in the liquidator’s official name letters of administration to the estate of any deceased contributory and do in the liquidator’s official name any other act that is necessary for obtaining payment of any money due from a contributory or from a contributory’s estate and which act cannot be done conveniently in the name of the corporation; (h)  do and execute all such other things as are necessary for winding up the affairs of the corporation and distributing its property. Bills of exchange, etc., to be deemed drawn in due course (2) The drawing, accepting, making or endorsing of a bill of exchange or promissory note by the liquidator on behalf of the corporation has the same effect with respect to the liability of the corporation as if such bill or note had been drawn, accepted, made or endorsed by or on behalf of the corporation in the course of carrying on its business. Where money deemed to be due to liquidator (3) Where the liquidator takes out letters of administration or otherwise uses the liquidator’s official name for obtaining payment of any money due from a contributory, such money shall be deemed, for the purpose of enabling the liquidator to take out such letters or recover such money, to be due to the liquidator personally.  R.S.O. 1990, c. C.38, s. 256.
257 The liability of a contributory creates a debt accruing due from the contributory at the time the liability commenced, but payable at the time or respective times when calls are made for enforcing such liability.  R.S.O. 1990, c. C.38, s. 257.
258 If a contributory dies before or after he or she has been placed on the list of contributories, the contributory’s legal representatives are liable in due course of administration to contribute to the property of the corporation in discharge of the liability of such deceased contributory and shall be contributories accordingly.  R.S.O. 1990, c. C.38, s. 258.
259 (1) The liquidator shall deposit in a financial institution described in subsection (1.1) all sums of money that the liquidator has belonging to the corporation if such sums amount to $100 or more.  2007, c. 7, Sched. 7, s. 183 (2). Financial institutions (1.1) A financial institution referred to in subsection (1) is, (a)  a bank or authorized foreign bank within the meaning of section 2 of the Bank Act (Canada); (b)  a corporation registered under the Loan and Trust Corporations Act; (c)  a credit union within the meaning of the Credit Unions and Caisses Populaires Act, 2020; or (d)  a retail association as defined under the Cooperative Credit Associations Act (Canada).  2007, c. 7, Sched. 7, s. 183 (2); 2020, c. 36, Sched. 7, s. 305 (2). Approval of financial institution by inspectors (2) If inspectors have been appointed, the financial institution shall be one approved by them.  2007, c. 7, Sched. 7, s. 183 (2). Separate deposit account to be kept; withdrawal from account (3) Such deposit shall not be made in the name of the liquidator individually, but a separate deposit account shall be kept of the money belonging to the corporation in the liquidator’s name as liquidator of the corporation and in the name of the inspectors, if any, and such money shall be withdrawn only on the joint cheque of the liquidator and one of the inspectors, if any.  R.S.O. 1990, c. C.38, s. 259 (3). Liquidators to produce bank pass-book (4) At every meeting of the shareholders or members of the corporation the liquidator shall produce a pass-book or statement of account showing the amount of the deposits, the dates at which they were made, the amounts withdrawn and the dates of withdrawal, and mention of such production shall be made in the minutes of the meeting, and the absence of such mention is admissible in evidence as proof, in the absence of evidence to the contrary, that the pass-book or statement of account was not produced at the meeting.  R.S.O. 1990, c. C.38, s. 259 (4). Idem (5) The liquidator shall also produce the pass-book or statement of account whenever so ordered by the court upon the application of the inspectors, if any, or of a shareholder or member of the corporation.  R.S.O. 1990, c. C.38, s. 259 (5). Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 183 (2) - 01/10/2009 2020, c. 36, Sched. 7, s. 305 (2) - 01/03/2022
260 For the purpose of proving claims, sections 25, 26 and 27 of the Assignments and Preferences Act apply with necessary modifications, except that, where the word “judge” is used therein, the word “court” as used in this Act shall be substituted.  R.S.O. 1990, c. C.38, s. 260.
261 Upon the application or motion of the liquidator or of the inspectors, if any, or of any creditors, the court, after hearing such parties as it directs to be notified or after such steps as it prescribes have been taken, may by order give its direction in any matter arising in the winding up.  R.S.O. 1990, c. C.38, s. 261.
262 (1) The court may at any time after the commencement of the winding up summon to appear before the court or liquidator any director or officer of the corporation or any other person known or suspected to possess any of the estate or effects of the corporation, or alleged to be indebted to it, or any person whom the court considers capable of giving information concerning its trade, dealings, estate or effects. Damages against delinquent directors, etc. (2) Where in the course of the winding up it appears that a person who has taken part in the formation or promotion of the corporation or that a past or present director or officer, employee, liquidator or receiver of the corporation has misapplied or retained in the person’s own hands, or become liable or accountable for, money of the corporation, or has committed any misfeasance or breach of trust in relation to it, the court may, on the application or motion of the liquidator or of any creditor or contributory, examine into the conduct of such person and order the person to repay the money so misapplied or retained, or for which the person has become liable or accountable, together with interest at such rate as the court considers just, or to contribute such sum to the property of the corporation by way of compensation in respect of such misapplication, retention, misfeasance or breach of trust as the court considers just.  R.S.O. 1990, c. C.38, s. 262.
263 (1) If a shareholder or member of the corporation desires to cause any proceeding to be taken that, in the shareholder’s or member’s opinion, would be for the benefit of the corporation, and the liquidator, under the authority of the shareholders or members, or of the inspectors, if any, refuses or neglects to take such proceeding after being required so to do, the shareholder or member may obtain an order of the court authorizing the shareholder or member to take such proceeding in the name of the liquidator or corporation, but at the shareholder’s or member’s own expense and risk, upon such terms and conditions as to indemnity to the liquidator or corporation as the court prescribes. Benefits, when for shareholders (2) Thereupon any benefit derived from such proceeding belongs exclusively to the shareholder or member instituting the proceeding for that person’s benefit and that of any other shareholder or member who has joined the shareholder or member in causing the institution of the proceeding. when for corporation (3) If before such order is granted, the liquidator signifies to the court the liquidator’s readiness to institute such proceeding for the benefit of the corporation, an order shall be made prescribing the time within which the liquidator is to do so, and in that case the advantage derived from the proceeding, if instituted within such time, belongs to the corporation.  R.S.O. 1990, c. C.38, s. 263.
264 The rights conferred by this Act are in addition to any other right of instituting proceedings against any contributory, or against any debtor of the corporation, for the recovery of any call or other sum due from such contributory or debtor or such person’s estate.  R.S.O. 1990, c. C.38, s. 264.
265 At any time during a winding up, the court, upon the application or motion of a shareholder or member or creditor or contributory and upon proof to its satisfaction that all proceedings in relation to the winding up ought to be stayed, may make an order staying the proceedings altogether or for a limited time on such terms and subject to such conditions as the court considers fit.  R.S.O. 1990, c. C.38, s. 265.
266 (1) Where the affairs of the corporation have been fully wound up voluntarily, the liquidator shall make up an account showing the manner in which the winding up has been conducted, and the property of the corporation disposed of, and thereupon shall call a general meeting of the shareholders or members of the corporation for the purpose of having the account laid before them and hearing any explanation that may be given by the liquidator, and the meeting shall be called in the manner provided by the by-laws for calling general meetings. R.S.O. 1990, c. C.38, s. 266 (1). Notice of holding of meeting (2) The liquidator shall within ten days after the holding of the meeting file a notice with the Minister stating that the meeting was held and the date thereof. R.S.O. 1990, c. C.38, s. 266 (2). Dissolution (3) On the expiration of three months from the date of the filing of the notice, the corporation is dissolved. R.S.O. 1990, c. C.38, s. 266 (3). Extension (4) At any time during the three-month period mentioned in subsection (3), the court may, on the application of the liquidator or any other person interested, make an order deferring the date on which the dissolution of the corporation is to take effect to a date fixed in the order, and in such event the corporation is dissolved on the date so fixed. R.S.O. 1990, c. C.38, s. 266 (4). Copy of extension order to be filed (5) The person on whose application the order was made shall file with the Minister, within 10 days after the order was made, 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 of the order permitted by the Director. 2017, c. 20, Sched. 7, s. 54. Offence (6) A person who fails to comply with any requirement of this section 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. 266 (6). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 54 - 19/10/2021
267 (1) Despite section 266, in the case of a voluntary winding up or in the case of a winding up by order of the court, the court at any time after the affairs of the corporation have been fully wound up may, upon the application or motion of the liquidator or any other person interested, make an order dissolving it, and it is dissolved at and from the date of the order. R.S.O. 1990, c. C.38, s. 267 (1). Copy of dissolution order to be filed (2) The person on whose application the order was made shall file with the Minister, within 10 days after the order was made, 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 of the order permitted by the Director. 2017, c. 20, Sched. 7, s. 55. Offence (3) A person who fails to comply with any requirement of this section 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. 267 (3). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 55 - 19/10/2021
268 (1) Where the liquidator is unable to distribute rateably the property of the corporation among the shareholders or members because a shareholder or member is unknown or the person’s whereabouts is unknown, the share of the property of the corporation of such shareholder or member may, by agreement with the Public Guardian and Trustee, be delivered or conveyed by the liquidator to the Public Guardian and Trustee to be held in trust for the shareholder or member, and thereupon subsections 319 (5) and (6) apply thereto.  R.S.O. 1990, c. C.38, s. 268 (1). Idem (2) A delivery or conveyance under subsection (1) shall be deemed to be a rateable distribution among the shareholders or members for the purposes of clause 254 (1) (a).  R.S.O. 1990, c. C.38, s. 268 (2). Where creditor unknown (3) Where the liquidator is unable to pay all the debts of the corporation because a creditor is unknown or the creditor’s whereabouts is unknown, the liquidator may, by agreement with the Public Guardian and Trustee, pay to the Public Guardian and Trustee an amount equal to the amount of the debt due to the creditor to be held in trust for the creditor and thereupon subsections 319 (5) and (6) apply thereto.  R.S.O. 1990, c. C.38, s. 268 (3). Idem (4) A payment under subsection (3) shall be deemed to be in satisfaction of the debt for the purposes of clause 254 (1) (a).  R.S.O. 1990, c. C.38, s. 268 (4). Section Amendments with date in force (d/m/y) CTS 30 AU 10 - 1
269 (1) Where a corporation has been wound up under this Act and is about to be dissolved, its books, accounts and documents and those of the liquidator may be disposed of as it by resolution directs in case of voluntary winding up, or as the court directs in case of winding up under order. Where responsibility as to custody of books, etc., to cease (2) After the lapse of five years from the date of the dissolution of the corporation, no responsibility rests on it or the liquidator, or anyone to whom the custody of such books, accounts and documents has been committed by reason that the same or any of them are not forthcoming to any person claiming to be interested therein.  R.S.O. 1990, c. C.38, s. 269.
270 (1) Where a corporation is being wound up under an order of the court and the realization and distribution of its property has proceeded so far that in the opinion of the court it is expedient that the liquidator should be discharged and that the property of the corporation remaining in the liquidator’s hands can be better realized and distributed by the court, the court may make an order discharging the liquidator and for payment, delivery and transfer into court, or to such officer or person as the court may direct, of such property, and it shall be realized and distributed by or under the direction of the court among the persons entitled thereto in the same way as nearly as may be as if the distribution were being made by the liquidator. Disposal of books and documents (2) In such case, the court may make an order directing how the books, accounts and documents of the corporation and of the liquidator are to be disposed of, and may order that they be deposited in court or otherwise dealt with as it thinks fit.  R.S.O. 1990, c. C.38, s. 270.
271 The Lieutenant Governor in Council may make rules for the due carrying out of this Part, and, except as otherwise provided by this Act or by such rules, the practice and procedure in a winding up under the Winding-up and Restructuring Act
(Canada) apply.  R.S.O. 1990, c. C.38, s. 271; 2018, c. 8, Sched. 5, s. 9. Section Amendments with date in force (d/m/y) 2018, c. 8, Sched. 5, s. 9 - 08/05/2018 PART VII   CORPORATIONS, GENERAL 272 Repealed: 2017, c. 20, Sched. 7, s. 56. Section Amendments with date in force (d/m/y) 2010, c. 15, s. 211 (8) - no effect - see 2017, c. 20, Sched. 8, s. 57 - 14/11/2017 2017, c. 20, Sched. 7, s. 56 - 19/10/2021
273 A corporation is, upon its incorporation, invested with all the property and rights, real and personal, theretofore held by or for it under any trust created with a view to its incorporation.  R.S.O. 1990, c. C.38, s. 273.
274 A corporation, unless otherwise expressly provided in the Act or instrument creating it, has and shall be deemed to have had from its creation the capacity of a natural person and may exercise its powers beyond the boundaries of Ontario to the extent to which the laws in force where the powers are sought to be exercised permit, and may accept extra-provincial powers and rights.  R.S.O. 1990, c. C.38, s. 274.
275 A corporation has power, (a)  to construct, maintain and alter any buildings or works necessary or convenient for its objects; (b)  to acquire by purchase, lease or otherwise and to hold any land or interest therein.  R.S.O. 1990, c. C.38, s. 275; 1994, c. 27, s. 78 (8). Section Amendments with date in force (d/m/y) 1994, c. 27, s. 78 (8) - 01/03/1995 276 Repealed:  1994, c. 27, s. 78 (9). Section Amendments with date in force (d/m/y) 1994, c. 27, s. 78 (9) - 01/03/1995
277 (1) Subject to subsection (2), a corporation shall at all times have its head office in the place in Ontario where the letters patent provide that the head office is to be situate. Change of head office (2) A corporation may by special resolution change the location of its head office to another place in Ontario. Where municipality annexed or amalgamated (3) Where the location of the head office of a corporation is changed by reason only of the annexation or amalgamation of the place in which the head office is situate to or with another municipality, such change does not constitute and has never constituted a change within the meaning of subsection (2).  R.S.O. 1990, c. C.38, s. 277 (1-3). (4) Repealed:  1998, c. 18, Sched. E, s. 72. (5) Repealed:  1998, c. 18, Sched. E, s. 72. Section Amendments with date in force (d/m/y) 1998, c. 18, Sched. E, s. 72 - 01/03/1999 278 Repealed:  1994, c. 27, s. 78 (9). Section Amendments with date in force (d/m/y) 1994, c. 27, s. 78 (9) - 01/03/1995
279 A corporation may, but need not, have a corporate seal.  1998, c. 18, Sched. E, s. 73. Section Amendments with date in force (d/m/y) 1998, c. 18, Sched. E, s. 73 - 01/03/1999
280 (1) A contract that if made between individual persons would be by law required to be in writing and under seal may be made on behalf of a corporation in writing under the seal of the corporation. Contracts in writing not under seal (2) A contract that if made between individual persons would be by law required to be in writing signed by the parties to be charged therewith may be made on behalf of a corporation in writing signed by any person acting under its authority, express or implied. Parol contracts (3) A contract that if made between individual persons would be by law valid although made by parol only and not reduced into writing may be made by parol on behalf of a corporation by any person acting under its authority, express or implied.  R.S.O. 1990, c. C.38, s. 280.
281 A corporation may, by writing under seal, empower any person, either generally or in respect of any specified matters, as its attorney to execute on its behalf deeds to which it is a party in any capacity in any place situate in or outside Ontario, and every deed signed by such attorney on behalf of the corporation and under the attorney’s seal binds the corporation and has the same effect as if it were under the seal of the corporation.  R.S.O. 1990, c. C.38, s. 281.
282 A document requiring authentication by a corporation may be signed by any director or by any authorized person and need not be under seal.  R.S.O. 1990, c. C.38, s. 282.
283 (1) The affairs of every corporation shall be managed by a board of directors howsoever designated. R.S.O. 1990, c. C.38, s. 283 (1). Number (2) The board of directors of a corporation shall consist of a fixed number of directors not fewer than three. R.S.O. 1990, c. C.38, s. 283 (2). Conduct of business (3) Subject to subsection 298 (1), no business of a corporation shall be transacted by its directors except at a meeting of directors at which a quorum of the board is present. R.S.O. 1990, c. C.38, s. 283 (3); 1998, c. 18, Sched. E, s. 74 (1); 2023, c. 9, Sched. 9, s. 17 (1). (3.1) Repealed: 2023, c. 9, Sched. 9, s. 17 (2). Idem (4) Where there is a vacancy or vacancies in the board of directors, the remaining directors may exercise all the powers of the board so long as a quorum of the board remains in office. R.S.O. 1990, c. C.38, s. 283 (4). Purchase of liability insurance (5) A corporation may purchase and maintain insurance for a director or officer of the corporation against any liability incurred by the director or officer, in  the capacity as a director or officer of the corporation, except where the liability relates to the person’s failure to act honestly and in good faith with a view to the best interests of the corporation. 1998, c. 18, Sched. E, s. 74 (2); 2017, c. 20, Sched. 7, s. 57 (1). (6) Repealed: 2017, c. 20, Sched. 7, s. 57 (2). Section Amendments with date in force (d/m/y) 1998, c. 18, Sched. E, s. 74 (1, 2) - 01/03/1999 2010, c. 15, s. 211 (8) - no effect - see 2017, c. 20, Sched. 8, s. 57 - 14/11/2017 2017, c. 20, Sched. 7, s. 57 (1, 2) - 19/10/2021 2023, c. 9, Sched. 9, s. 17 (1, 2) - 01/10/2023
284 (1) The persons named as first directors in the Act or instrument creating the corporation are the directors of the corporation until replaced by the same number of others duly elected or appointed in their stead. Idem (2) The first directors of the corporation have all the powers and duties and are subject to all the liabilities of directors. Definition (3) In the case of corporations incorporated before the 30th day of April, 1954, “first directors” in this section means provisional directors.  R.S.O. 1990, c. C.38, s. 284.
285 (1) A corporation may by special resolution increase or decrease the number of its directors.  R.S.O. 1990, c. C.38, s. 285 (1). (2) Repealed:  1998, c. 18, Sched. E, s. 75. (3) Repealed:  1998, c. 18, Sched. E, s. 75. Section Amendments with date in force (d/m/y) 1998, c. 18, Sched. E, s. 75 - 01/03/1999
286 (1) Subject to subsections (2) and (3), no person shall be a director of a corporation unless he or she is a shareholder or member of the corporation, and, if the person ceases to be a shareholder or member, he or she thereupon ceases to be a director.  R.S.O. 1990, c. C.38, s. 286 (1). Exception (2) A person may be a director of a corporation if he or she becomes a shareholder or member of the corporation within ten days after his or her election or appointment as a director, but, if the person fails to become a shareholder or member within such ten days, the person thereupon ceases to be a director and shall not be re-elected or reappointed unless he or she is a shareholder or member of the corporation.  R.S.O. 1990, c. C.38, s. 286 (2). Exception, insurers (3) A corporation may, by by-law, provide that a person may, with his or her consent in writing, be a director of the corporation even though the person is not a shareholder or member of the corporation if the corporation is an insurer to which Part V applies, other than a pension fund or employees’ mutual benefit society. 2017, c. 20, Sched. 7, s. 58 (2). Age (4) A director shall be eighteen or more years of age.  R.S.O. 1990, c. C.38, s. 286 (4). Bankrupts (5) No undischarged bankrupt shall be a director, and, if a director becomes a bankrupt, he or she thereupon ceases to be a director.  R.S.O. 1990, c. C.38, s. 286 (5). Section Amendments with date in force (d/m/y) 2006, c. 33, Sched. O, s. 27 - 05/05/2008 2010, c. 15, s. 211 (9) - no effect - see 2017, c. 20, Sched. 8, s. 57 - 14/11/2017 2017, c. 20, Sched. 7, s. 58 (1) - 14/11/2017; 2017, c. 20, Sched. 7, s. 58 (2) - 19/10/2021
287 (1) The directors shall be elected by the shareholders or members in general meeting and the election shall be by ballot or in such other manner as the by-laws of the corporation prescribe. R.S.O. 1990, c. C.38, s. 287 (1). Idem (2) Unless the by-laws otherwise provide, the election of directors shall take place yearly and all the directors then in office shall retire, but, if qualified, are eligible for re-election. R.S.O. 1990, c. C.38, s. 287 (2); 1998, c. 18, Sched. E, s. 76 (1). Exception (3) Subsection (2) does not affect the operation of any by-law passed before the 30th day of April, 1954, that provides that the election of directors shall take place otherwise than yearly. R.S.O. 1990, c. C.38, s. 287 (3). Voting by telephonic or electronic means (3.1) Unless the letters patent, supplementary letters patent or by-laws expressly provide otherwise, a vote under this section may be conducted entirely by one or more telephonic or electronic means or by a combination of one or more telephonic or electronic means and voting in person. 2023, c. 9, Sched. 9, s. 19. Continuance in office (4) If an election of directors is not held at the proper time, the directors continue in office until their successors are elected. R.S.O. 1990, c. C.38, s. 287 (4). Rotation of directors (5) The by-laws may provide for the election and retirement of directors in rotation, but in that case no director shall be elected for a term of more than five years and at least three directors shall retire from office in each year.  R.S.O. 1990, c. C.38, s. 287 (5); 1998, c. 18, Sched. E, s. 76 (2). Section Amendments with date in force (d/m/y) 1998, c. 18, Sched. E, s. 76 (1, 2) - 01/03/1999 2023, c. 9, Sched. 9, s. 19 - 01/10/2023 Directors, quorum and vacancies
288 (1) Unless the letters patent, supplementary letters patent or a special resolution otherwise provides, a majority of the board of directors constitutes a quorum, but in no case shall a quorum be less than two-fifths of the board of directors. R.S.O. 1990, c. C.38, s. 288 (1). Vacancies (2) As long as there is a quorum of directors in office, any vacancy occurring in the board of directors may be filled for the remainder of the term by the directors then in office. R.S.O. 1990, c. C.38, s. 288 (2). Idem (3) Whenever there is not a quorum of directors in office, the director or directors then in office shall forthwith call a general meeting of the shareholders or members to fill the vacancies, and, in default or if there are no directors then in office, the meeting may be called by any shareholder or member. R.S.O. 1990, c. C.38, s. 288 (3). (4) Repealed: 2017, c. 20, Sched. 7, s. 59 (2). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 59 (1) - 14/11/2017; 2017, c. 20, Sched. 7, s. 59 (2) - 19/10/2021
289 (1) The directors shall elect a president from among themselves. Other officers (2) The directors shall appoint a secretary and may appoint one or more vice-presidents and other officers. Corporations without share capital (3) Despite subsections (1) and (2), in the case of a corporation without share capital, if the letters patent, supplementary letters patent or by-laws so provide, the officers of the corporation or any of them may be elected or appointed at a general meeting of the members duly called for that purpose. Acting secretary (4) If the office of secretary is vacant or if for any reason the secretary is unable to act, anything required or authorized to be done by the secretary may be done by an assistant secretary or, if there is no assistant secretary able to act, by any other officer of the corporation authorized generally or specifically in that behalf by the directors.  R.S.O. 1990, c. C.38, s. 289.
290 A corporation may by special resolution provide for the election by the directors from among themselves of a chair of the board of directors and define his or her duties, and may assign to the chair of the board of directors any or all of the duties of the president or other officer of the corporation, and in that case the special resolution shall fix and prescribe the duties of the president.  R.S.O. 1990, c. C.38, s. 290.
291 (1) Except in the case of the president and the chair of the board of directors, no officer of the corporation need be a director or a shareholder or member of the corporation unless the by-laws so provide. Application of subs. (1) (2) Subsection (1) does not apply to a corporation operating a recognized stock exchange.  R.S.O. 1990, c. C.38, s. 291.
292 The acts of a director or of an officer are valid despite any defect that may afterwards be discovered in his or her appointment or qualification.  R.S.O. 1990, c. C.38, s. 292.
293 A corporation shall hold an annual meeting of its shareholders or members not later than eighteen months after its incorporation and subsequently not more than fifteen months after the holding of the last preceding annual meeting.  R.S.O. 1990, c. C.38, s. 293.
294 The directors may at any time call a general meeting of the shareholders or members for the transaction of any business, the general nature of which is specified in the notice calling the meeting.  R.S.O. 1990, c. C.38, s. 294.
294.1 (1) Subject to the letters patent, supplementary letters patent or by-laws and subsection (3), a meeting of shareholders or members may be held entirely by one or more telephonic or electronic means or by any combination of in-person attendance and by one or more telephonic or electronic means. 2023, c. 9, Sched. 9, s. 20. Same, letters patent, etc. (2) In addition to any other matters that the letters patent, supplementary letters patent or by-laws may provide for with respect to the holding of meetings of shareholders in accordance with subsection (1), the letters patent, supplementary letters patent or by-laws may, (a)  limit the manner or manners by which a meeting of shareholders or members may be held in accordance with subsection (1); and (b)  specify requirements that apply with respect to the holding of a meeting of shareholders or members in a manner described in subsection (1) or in such manner as described by the letters patent, supplementary letters patent or by-laws made under clause (a). 2023, c. 9, Sched. 9, s. 20. Same, reasonable participation (3) A meeting of shareholders or members held in any manner described in subsection (1) or in such manner as described by the letters patent, supplementary letters patent or by-laws made under subsection (2) must enable all persons entitled to attend the meeting to reasonably participate. 2023, c. 9, Sched. 9, s. 20. Same, persons deemed present at meeting (4) A person who, through telephonic or electronic means, votes at or attends a meeting of shareholders or members is deemed for the purposes of this Act to be present in person at the meeting. 2023, c. 9, Sched. 9, s. 20. Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 9, s. 20 - 01/10/2023
294.2 (1) Subject to the letters patent, supplementary letters patent or by-laws, voting at a meeting of shareholders or members shall be by show of hands unless a poll is demanded by a shareholder, member or proxyholder entitled to vote at the meeting. 2023, c. 9, Sched. 9, s. 20. Demand for poll (2) A shareholder, member or proxyholder may demand a poll either before or after any vote by show of hands. 2023, c. 9, Sched. 9, s. 20. Voting by telephonic or electronic means (3) Unless the letters patent, supplementary letters patent or by-laws expressly provide otherwise, a vote may be conducted entirely by one or more telephonic or electronic means or by a combination of one or more telephonic or electronic means and voting in person. 2023, c. 9, Sched. 9, s. 20. Non-application to election of directors (4) This section does not apply in respect of the election of directors under section 171 or 287. 2023, c. 9, Sched. 9, s. 20. Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 9, s. 20 - 01/10/2023
295 (1) Shareholders of a company holding not less than one-tenth of the issued shares of the company that carry the right to vote at the meeting proposed to be held, or not less than one-tenth of the members of a corporation without share capital entitled to vote at the meeting proposed to be held, as the case may be, may request the directors to call a general meeting of the shareholders or members for any purpose connected with the affairs of the corporation that is not inconsistent with this Act. Requisition (2) The requisition shall state the general nature of the business to be presented at the meeting and shall be signed by the requisitionists and deposited at the head office of the corporation and may consist of several documents in like form signed by one or more requisitionists. Duty of directors to call meeting (3) Upon deposit of the requisition, the directors shall call forthwith a general meeting of the shareholders or members for the transaction of the business stated in the requisition. Where requisitionists may call meeting (4) If the directors do not within twenty-one days from the date of the deposit of the requisition call and hold such meeting, any of the requisitionists may call such meeting which shall be held within sixty days from the date of the deposit of the requisition. Calling of meeting (5) A meeting called under this section shall be called as nearly as possible in the same manner as meetings of shareholders or members are called under the by-laws, but, if the by-laws provide for more than twenty-one days notice of meetings, twenty-one days notice is sufficient for the calling of such meeting. Repayment of expenses (6) Any reasonable expenses incurred by the requisitionists by reason of the failure of the directors to call such meeting shall be repaid to the requisitionists by the corporation and any amount so repaid shall be retained by the corporation out of any money due or to become due from the corporation by way of fees or other remuneration in respect of their services to such of the directors as were in default, unless at such meeting the shareholders or members by a majority of the votes cast reject the repayment to the requisitionists.  R.S.O. 1990, c. C.38, s. 295.
297 If for any reason it is impracticable to call a meeting of shareholders or members of the corporation in any manner in which meetings of shareholders or members may be called or to conduct the meeting in the manner prescribed by this Act, the letters patent, supplementary letters patent or by-laws, the court may, on the application of a director or a shareholder or member who would be entitled to vote at the meeting, order a meeting to be called, held and conducted in such manner as the court thinks fit, and any meeting called, held and conducted in accordance with such an order shall for all purposes be deemed to be a meeting of shareholders or members of the corporation duly called, held and conducted.  R.S.O. 1990, c. C.38, s. 297.
298 (1) Any by-law or resolution signed by all the directors is as valid and effective as if passed at a meeting of the directors duly called, constituted and held for that purpose. R.S.O. 1990, c. C.38, s. 298 (1); 1998, c. 18, Sched. E, s. 77 (1). Idem (2) Any resolution signed by all the shareholders or members is as valid and effective as if passed at a meeting of the shareholders or members duly called, constituted and held for that purpose. R.S.O. 1990, c. C.38, s. 298 (2); 1998, c. 18, Sched. E, s. 77 (2). Alternative method of confirming by-laws (3) Any by-law passed at any time during a corporation’s existence may, in lieu of confirmation at a general meeting, be confirmed in writing by all the shareholders or members entitled to vote at such meeting. R.S.O. 1990, c. C.38, s. 298 (3). Evidentiary value of signatures (4) Where a by-law or resolution purports to have been passed or confirmed under this section by the signatures of all the directors, shareholders or members, as the case may be, of the corporation, the signatures to such by-law or resolution are admissible in evidence as proof, in the absence of evidence to the contrary, of the signatures of all the directors, shareholders or members, as the case may be, and are admissible in evidence as proof, in the absence of evidence to the contrary, that the signatories to the by-law or resolution were all the directors, shareholders or members, as the case may be, at the date that the by-law or resolution purports so to have been passed or confirmed. R.S.O. 1990, c. C.38, s. 298 (4). Evidence of resolution (5) Unless a poll is demanded, an entry in the minutes of a meeting of directors to the effect that the chair declared a resolution to be carried or defeated is proof of the fact, in the absence of evidence to the contrary, without proof of the number or proportion of the votes recorded in favour of or against the resolution. 2023, c. 9, Sched. 9, s. 21. Section Amendments with date in force (d/m/y) 1998, c. 18, Sched. E, s. 77 (1, 2) - 01/03/1999 2023, c. 9, Sched. 9, s. 21 - 01/10/2023