jswizzle3737/ontario_laws_and_regs huggingface dataset:
298.1 All records, documents and registers required by this Act or the regulations to be prepared and maintained by a corporation may be in any form, provided that they are capable of being reproduced in an accurate and intelligible form within a reasonable time. 2023, c. 9, Sched. 9, s. 22. Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 9, s. 22 - 01/10/2023
299 (1) A corporation shall cause minutes of all proceedings at meetings of the shareholders or members and of the directors and of any executive committee to be entered in books kept for that purpose. Evidence (2) Any such minutes, if purporting to be signed by the chair of the meeting at which the proceedings were had or by the chair of the next succeeding meeting, are admissible in evidence as proof, in the absence of evidence to the contrary, of the proceedings. Validity (3) Where minutes in accordance with this section have been made of the proceedings of a meeting of the shareholders or members or of the directors or any executive committee, then, until the contrary is proved, the meeting shall be deemed to have been duly called, constituted and held and all proceedings had thereat to have been duly had and all appointments of directors, officers or liquidators made thereat shall be deemed to have been duly made.  R.S.O. 1990, c. C.38, s. 299.
300 (1) A corporation shall cause the following documents and registers to be kept: 1.  A copy of the letters patent and of any supplementary letters patent issued to the corporation and of the memorandum of agreement, if any, or, if incorporated by special Act, a copy of the Act. 2.  All by-laws and special resolutions of the corporation. 3.  A register of shareholders or members in which are set out the names alphabetically arranged of all persons who are shareholders or members or have been within ten years shareholders or members of the corporation and the address, and an email address, if one is provided, of every such person while a shareholder or member and, in the case of a company, in which are set out also the number and class of shares held by each shareholder and the amounts paid up and remaining unpaid on their respective shares. 4.  A register of directors in which are set out the name and address, and email address, if one is provided, of each person who is or has been a director of the corporation with the several dates on which the person became or ceased to be a director. 5.  A register of ownership interests in land complying with section 300.1. R.S.O. 1990, c. C.38, s. 300; 2004, c. 19, s. 10 (5); 2015, c. 38, Sched. 7, s. 47 (1); 2023, c. 9, Sched. 9, s. 23. Transition (2) If a corporation is incorporated or continued under this Act or a predecessor of it before the day section 2 of the
Forfeited Corporate Property Act, 2015 comes into force, paragraph 5 of subsection (1) applies to the corporation on and after the second anniversary of the coming into force of that section, in respect of its ownership interests in land on and after that second anniversary. 2015, c. 38, Sched. 7, s. 47 (2). Same (3) If a corporation is incorporated or continued under this Act on or after the day section 2 of the Forfeited Corporate Property Act, 2015 comes into force, paragraph 5 of subsection (1) applies to the corporation on and after the day it is incorporated or continued, in respect of its ownership interests in land on and after the day it is incorporated or continued. 2015, c. 38, Sched. 7, s. 47 (2). Section Amendments with date in force (d/m/y) 2004, c. 19, s. 10 (5) - 01/06/2005 2015, c. 38, Sched. 7, s. 47 (1, 2) - 10/12/2016 2023, c. 9, Sched. 9, s. 23 (1, 2) - 01/10/2023
300.1 (1) A corporation shall prepare and maintain a register of its ownership interests in land in Ontario. 2015, c. 38, Sched. 7, s. 47 (3). Same (2) The register shall, (a)  identify each property; and (b)  show the date the corporation acquired the property and, if applicable, the date the corporation disposed of it. 2015, c. 38, Sched. 7, s. 47 (3). Supporting documents (3) The corporation shall cause to be kept with the register a copy of any deeds, transfers or similar documents that contain any of the following with respect to each property listed in the register: 1.  The municipal address, if any. 2.  The registry or land titles division and the property identifier number. 3.  The legal description. 4.  The assessment roll number, if any. 2015, c. 38, Sched. 7, s. 47 (3). Section Amendments with date in force (d/m/y) 2015, c. 38, Sched. 7, s. 47 (3) - 10/12/2016
301 The documents and registers mentioned in section 41 and subsection 300 (1), other than a register mentioned in paragraph 5 of that subsection are admissible in evidence as proof, in the absence of evidence to the contrary, before and after dissolution of the corporation, of all facts purporting to be stated therein.  R.S.O. 1990, c. C.38, s. 301; 2015, c. 38, Sched. 7, s. 47 (4). Section Amendments with date in force (d/m/y) 2015, c. 38, Sched. 7, s. 47 (4) - 10/12/2016
302 A corporation shall cause to be kept proper books of account and accounting records with respect to all financial and other transactions of the corporation and, without derogating from the generality of the foregoing, records of, (a)  all sums of money received and disbursed by the corporation and the matters with respect to which receipt and disbursement took place; (b)  all sales and purchases of the corporation; (c)  the assets and liabilities of the corporation; and (d)  all other transactions affecting the financial position of the corporation.  R.S.O. 1990, c. C.38, s. 302.
303 A director, officer or employee of a corporation who makes or assists in making any entry in the minutes of proceedings mentioned in section 299, in the documents and registers mentioned in section 41 and subsection 300 (1) or in the books of account or accounting records mentioned in section 302, knowing it to be untrue, is guilty of an offence and on conviction is liable to a fine of not more than $1,000 or to imprisonment for a term of not more than three months, or both.  R.S.O. 1990, c. C.38, s. 303; 2015, c. 38, Sched. 7, s. 47 (5). Section Amendments with date in force (d/m/y) 2015, c. 38, Sched. 7, s. 47 (5) - 10/12/2016
304 (1) The minutes of proceedings mentioned in section 299, the documents and registers mentioned in section 41 and subsection 300 (1) and the books of account and accounting records mentioned in section 302 shall, during the normal business hours of the corporation, be open to inspection by any director and shall, except as provided in section 43 and in subsections (2) and (3) of this section, be kept at the head office of the corporation. R.S.O. 1990, c. C.38, s. 304 (1); 2015, c. 38, Sched. 7, s. 47 (6). Same, inspection by remote means (1.1) The corporation may, but is not required to, permit a director to inspect any or all of the records mentioned in subsection (1) remotely at any time by means of any technology. 2023, c. 9, Sched. 9, s. 24 (1). Records of account at branch (2) A corporation may keep at any place where it carries on business such parts of the accounting records as relate to the operations and assets and liabilities thereof or to such business of the corporation as was carried on or supervised or accounted for at such place, but there shall be kept at the head office of the corporation or such other place as is authorized under subsection (3) such records as will enable the directors to ascertain quarterly with reasonable accuracy the financial position of the corporation. R.S.O. 1990, c. C.38, s. 304 (2). Exemption (3) A corporation may keep any of the records mentioned in subsection (1), except the register mentioned in paragraph 5 of subsection 300 (1) at a place other than the head office of the corporation if the records are available for inspection during regular office hours at the head office by means of any technology. 1998, c. 18, Sched. E, s. 78; 2015, c. 38, Sched. 7, s. 47 (7); 2023, c. 9, Sched. 9, s. 24 (2). Offence (4)  Every corporation that, and every director, officer or employee of the corporation who, contravenes subsection (1) 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. 304 (4); 2023, c. 9, Sched. 9, s. 24 (3). Rescission of orders made under former subs. (3) (5) The Minister may, by order, upon the terms that the Minister sees fit, rescind any order made under subsection (3), as it read on February 28, 1999, or any order made under a predecessor of that subsection. 2017, c. 20, Sched. 7, s. 61. Section Amendments with date in force (d/m/y) 1998, c. 18, Sched. E, s. 78 - 01/03/1999 2015, c. 38, Sched. 7, s. 47 (6, 7) - 10/12/2016 2017, c. 20, Sched. 7, s. 61 - 19/10/2021 2023, c. 9, Sched. 9, s. 24 (1-3) - 01/10/2023
305 (1) The minutes of proceedings at meetings of shareholders or members mentioned in section 299 and the documents and registers mentioned in section 41 and subsection 300 (1), during the normal business hours of the corporation, shall, at the place or places where they are kept, be open to inspection by the shareholders or members and creditors of the corporation or their agents or legal representatives, and any of them may make extracts therefrom. R.S.O. 1990, c. C.38, s. 305 (1); 2015, c. 38, Sched. 7, s. 47 (8). Same, inspection by remote means (1.1) The corporation or transfer agent may, but is not required to, permit a shareholder, member or creditor of the corporation or their agent or legal representative to inspect any or all of the records mentioned in subsection (1) remotely at any time by means of any technology and may also permit the person to make extracts by such means. 2023, c. 9, Sched. 9, s. 25 (1). Offence (2) Every person who refuses to permit a person to inspect the minutes, documents or registers or to make extracts from them in accordance with subsection (1) is guilty of an offence and on conviction is liable to a fine of not more than $200. 2023, c. 9, Sched. 9, s. 25 (2). Section Amendments with date in force (d/m/y) 2015, c. 38, Sched. 7, s. 47 (8) - 10/12/2016 2023, c. 9, Sched. 9, s. 25 (1, 2) - 01/10/2023
306 (1) No shareholder or member or creditor or the agent or legal representative of any of them shall make or cause to be made a list of all or any of the shareholders or members of the corporation, unless the person has filed with the corporation or its agent an affidavit of such shareholder, member or creditor in the following form in English or French, and, where the shareholder, member or creditor is a corporation, the affidavit shall be made by the president or other officer authorized by resolution of the board of directors of such corporation: Form of Affidavit Province of Ontario In the matter of   County of  (Insert name of corporation) I, ......................... of the ................ of ..................... in the .................................. of ....................................... make oath and say (or affirm): 1. I am a shareholder (or member or creditor) of the above-named corporation. (Where the shareholder, member or creditor is a corporation, indicate office and authority of deponent in paragraph 1.) 2. I am applying to make a list of the shareholders (or members) of the above-named corporation. 3. I require the list of shareholders (or members) only for purposes connected with the above-named corporation. 4. The list of shareholders (or members) and the information contained therein will be used only for purposes connected with the above-named corporation. Sworn, etc. Offence (2) Every person, other than a corporation or its agent, who uses a list of all or any of the shareholders or members of the corporation for the purpose of delivering or sending to all or any of such shareholders or members advertising or other printed matter relating to shares or securities, other than the shares or securities of the corporation, or for purposes not connected with the corporation is guilty of an offence and on conviction is liable to a fine of not more than $1,000. Purposes connected with the corporation, defined (3) Purposes connected with the corporation include any effort to influence the voting of shareholders or members at any meeting of the corporation and include the acquisition or offering of shares to acquire control or to effect an amalgamation or reorganization and any other purpose approved by the Minister.  R.S.O. 1990, c. C.38, s. 306.
307 (1) Any person, upon payment of a reasonable charge therefor and upon filing with the corporation or its agent the affidavit referred to in subsection (2), may require a corporation, other than a private company, or its transfer agent to furnish within ten days from the filing of such affidavit a list setting out the names alphabetically arranged of all persons who are shareholders or members of the corporation, the number of shares owned by each such person and the address of each such person as shown on the books of the corporation made up to a date not more than ten days prior to the date of filing the affidavit. Affidavit (2) The affidavit referred to in subsection (1) shall be made by the applicant and shall be in the following form in English or French: Form of Affidavit Province of Ontario In the matter of   County of  (Insert name of corporation) I, ......................... of the .................. of ..................... in the .................................. of ....................................... make oath and say (or affirm): (Where the applicant is a corporation, indicate office and authority of deponent.) 1. I hereby apply for a list of the shareholders (or members) of the above-named corporation. 2. I require the list of shareholders (or members) only for purposes connected with the above-named corporation. 3. The list of shareholders (or members) and the information contained therein will be used only for purposes connected with the above-named corporation. Sworn, etc. Idem, where applicant a corporation (3) Where the applicant is a corporation, the affidavit shall be made by the president or other officer authorized by resolution of the board of directors of such corporation. Offence (4) Every person who uses a list of shareholders or members of a corporation obtained under this section, (a)  for the purpose of delivering or sending to all or any of such shareholders or members advertising or other printed matter relating to shares or securities other than the shares or securities of the corporation; or (b)  for any purpose not connected with the corporation, is guilty of an offence and on conviction is liable to a fine of not more than $1,000. Offence (5) Every corporation or transfer agent that fails to furnish a list in accordance with subsection (1) when so required is guilty of an offence and on conviction is liable to a fine of not more than $1,000, and every director or officer of such corporation or transfer agent who authorized, permitted or acquiesced in such offence is also guilty of an offence and on conviction is liable to a like fine. Interpretation (6) Purposes connected with the corporation include any effort to influence the voting of shareholders or members at any meeting of the corporation, any offer to acquire shares in the corporation or any effort to effect an amalgamation or reorganization and any other purpose approved by the Minister.  R.S.O. 1990, c. C.38, s. 307.
308 Every person who offers for sale or sells or purchases or otherwise traffics in a list or a copy of a list of all or any of the shareholders or members of a corporation 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 corporation, every director or officer of such corporation 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. 308.
309 (1) If the name of a person is, without sufficient cause, entered in or omitted from the minutes of proceedings mentioned in section 299 or from the documents or registers mentioned in section 41 and subsection 300 (1), or if default is made or unnecessary delay takes place in entering therein the fact of any person having ceased to be a shareholder or member of the corporation, the person or shareholder or member aggrieved, or any shareholder or member of the corporation, or the corporation itself, may apply to the court for an order that the minutes, documents or registers be rectified, and the court may dismiss such application or make an order for the rectification of the minutes, documents or registers, and may direct the corporation to compensate the party aggrieved for any damage the party has sustained. R.S.O. 1990, c. C.38, s. 309 (1); 2015, c. 38, Sched. 7, s. 47 (9). Decision as to title (2) The court may, in any proceeding under this section, decide any question relating to the entitlement of a person who is a party to such proceeding to have the person’s name entered in or omitted from such minutes, documents or registers, whether such question arises between two or more shareholders or members or alleged shareholders or members, or between any shareholder or member or alleged shareholder or member and the corporation. R.S.O. 1990, c. C.38, s. 309 (2). Trial of issue (3) The court may direct an issue to be tried. R.S.O. 1990, c. C.38, s. 309 (3). Appeal (4) An appeal lies from the decision of the court as if it had been given in an action. R.S.O. 1990, c. C.38, s. 309 (4). Jurisdiction of courts not affected (5) This section does not deprive any court of any jurisdiction it otherwise has. R.S.O. 1990, c. C.38, s. 309 (5). Costs (6) The costs of any proceeding under this section are in the discretion of the court.  R.S.O. 1990, c. C.38, s. 309 (6). Section Amendments with date in force (d/m/y) 2015, c. 38, Sched. 7, s. 47 (9) - 10/12/2016
310 (1) Upon an application by the shareholders of a company holding shares representing not less than one-tenth of the issued capital of the company, or upon an application of at least one-tenth of the members of a corporation without share capital, the court may appoint an inspector to investigate the affairs and management of the corporation or may appoint a person to audit its books. Evidence (2) The application shall be supported by such evidence as the court requires for the purpose of showing that the applicants have good reason for requiring the investigation or audit, as the case may be. Security for costs (3) The court may require the applicants to give security to cover the probable cost of the investigation or audit and may make rules and prescribe the manner in which and the extent to which the investigation or audit is to be conducted. Report on and expense of investigation or audit (4) Such inspector or auditor shall report thereon to the court and the expense of the investigation shall, in the discretion of the court, be defrayed by the corporation or by the applicants or partly by the corporation and partly by the applicants. Corporation may appoint inspector for same purpose (5) A corporation may, by resolution passed at an annual meeting or at a general meeting called for that purpose, appoint an inspector to investigate its affairs and management. Powers and duties of inspector (6) The inspector appointed under subsection (5) has the same powers and shall perform the same duties as an inspector appointed under subsection (1) and the inspector shall make his or her report in such manner and to such persons as the corporation by resolution directs. Production of books and documents (7) All officers and agents of the corporation shall produce for the examination of any inspector or auditor appointed under this section all books and records in their custody or power. Examination on oath (8) Any such inspector or auditor may examine upon oath the officers, agents and employees of the corporation in relation to its affairs and management. Offence (9) Every officer or agent who refuses to produce any book or record referred to in subsection (7) and every person so examined who refuses to answer any question relating to the affairs and management of the corporation is guilty of an offence and on conviction is liable to a fine of not more than $200. Report admissible in proceedings (10) A copy of the report of the inspector or auditor, as the case may be, authenticated by the court or under the seal of the corporation whose affairs and management the inspector or auditor has investigated, is admissible in any legal proceeding as evidence of the opinion of the inspector or auditor in relation to any matter contained in the report.  R.S.O. 1990, c. C.38, s. 310.
311 (1) If a corporation exercises its corporate powers when its shareholders or members are fewer than three for a period of more than six months after the number has been so reduced, every person who was a shareholder or member of the corporation during the time that it so exercised its corporate powers after such period of six months and is aware of the fact that it so exercised its corporate powers is severally liable for the payment of the whole of the debts of the corporation contracted during such time and may be sued for the debts without the joinder in the action of the corporation or of any other shareholder or member. R.S.O. 1990, c. C.38, s. 311 (1). Shareholder or member may avoid liability (2) A shareholder or member who has become aware that the corporation is so exercising its corporate powers may serve a protest in writing on the corporation and may by registered letter notify the Minister of such protest having been served and of the facts upon which it is based, and such shareholder or member may thereby and not otherwise, from the date of the protest and notification, exonerate himself, herself or itself from liability. R.S.O. 1990, c. C.38, s. 311 (2). Revocation of charter (3) If after notice from the Minister the corporation refuses or neglects to bring the number of its shareholders or members up to three, such refusal or neglect may be regarded by the Minister as sufficient cause for the making of an order under subsection 317 (1). R.S.O. 1990, c. C.38, s. 311 (3); 2017, c. 20, Sched. 7, s. 62. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 62 - 19/10/2021
312 (1) A corporation incorporated otherwise than by letters patent and being at the time of its application a subsisting corporation other than a company that has objects in whole or in part of a social nature, a corporation referred to in sections 176, 178 or 179, or an insurer undertaking and transacting life insurance may apply for letters patent under this Act, and the Minister may issue letters patent continuing it as if it had been incorporated under this Act.  R.S.O. 1990, c. C.38, s. 312 (1); 2017, c. 20, Sched. 7, s. 63 (1); 2018, c. 8, Sched. 5, s. 10 (1). Change of powers, etc. (2) Where a corporation applies for the issue of letters patent under subsection (1), the Minister may, by the letters patent, limit or extend the powers of the corporation, name its directors and change its corporate name, as the applicant desires.  R.S.O. 1990, c. C.38, s. 312 (2); 2017, c. 20, Sched. 7, s. 63 (2). Transfer of foreign corporations (3) A corporation incorporated or continued under the laws of any jurisdiction other than Ontario, other than a company that has objects in whole or in part of a social nature, a corporation referred to in sections 176, 178 or 179, or an insurer undertaking and transacting life insurance, may, if it appears to the Minister to be authorized by the laws of the jurisdiction in which it was incorporated or continued, apply to the Minister for letters patent continuing it as if it had been incorporated under this Act, and the Minister may issue the letters patent on application supported by the material that appears satisfactory and the letters patent may be issued on the terms and subject to the limitations and conditions and contain the provisions that appear to the Minister to be fit and proper. 2017, c. 20, Sched. 7, s. 63 (3); 2018, c. 8, Sched. 5, s. 10 (3). Section Amendments with date in force (d/m/y) 2010, c. 15, s. 211 (10) - no effect - see 2017, c. 20, Sched. 8, s. 57 - 14/11/2017 2017, c. 20, Sched. 7, s. 63 (1-3) - 19/10/2021 2018, c. 8, Sched. 5, s. 10 (1, 2) - 08/06/2019; 2018, c. 8, Sched. 5, s. 10 (3) - 19/10/2021
313 (1) A corporation incorporated under the laws of Ontario other than an insurance company or a company referred to in section 2.1 may, if authorized by a special resolution, by the Minister and by the laws of any other jurisdiction, apply to the proper officer of that other jurisdiction for an instrument of continuation continuing the corporation as if it had been incorporated under the laws of that other jurisdiction.  R.S.O. 1990, c. C.38, s. 313 (1); 1999, c. 12, Sched. F, s. 22 (1); 2017, c. 20, Sched. 7, s. 64 (1, 2). Note: On October 19, 2046, the 25th anniversary of the day subsection 3 (1) of Schedule 7 to the Cutting Unnecessary Red Tape Act, 2017 comes into force, subsection 313 (1) of the Act is amended by striking out “or a company referred to in section 2.1” after “other than an insurance company”. (See: 2017, c. 20, Sched. 7, s. 64 (3)) (1.0.1) Repealed: 2017, c. 20, Sched. 7, s. 64 (5). Same, insurance company (1.1) An insurance company incorporated under this Act may, if authorized by special resolution, by the Chief Executive Officer and by the laws of any other jurisdiction in Canada, apply to the proper officer of that other jurisdiction for an instrument of continuation continuing the insurance company as if it had been incorporated under the laws of that other jurisdiction.  1999, c. 12, Sched. F, s. 22 (2); 2018, c. 8, Sched. 5, s. 11. Notice (2) A corporation that applies under subsection (1) or (1.1) shall file with the Minister a notice of the issue of the instrument of continuation and on and after the date of the filing of the instrument, this Act ceases to apply to the corporation. 2017, c. 20, Sched. 7, s. 64 (6). Equivalent of filing (3) If the proper officer of the other jurisdiction notifies the Minister that it has issued an instrument of continuation to a corporation that has applied under subsection (1) or (1.1), the Minister may, if the Minister is of the opinion that it is appropriate to do so and is satisfied that the corporation has satisfied the requirements of this section, notify the corporation that it is deemed to have complied with subsection (2). 2017, c. 20, Sched. 7, s. 64 (6). Section Amendments with date in force (d/m/y) 1999, c. 12, Sched. F, s. 22 (1-3) - 27/03/2000 2017, c. 20, Sched. 7, s. 64 (1) - 14/11/2017; 2017, c. 20, Sched. 7, s. 64 (2, 5, 6) - 19/10/2021; 2017, c. 20, Sched. 7, s. 64 (3) - 19/10/2046; 2017, c. 20, Sched. 7, s. 64 (4) - 13/01/2018 2018, c. 8, Sched. 5, s. 11 - 08/06/2019
313.1 (1) A corporation incorporated under this Act may, if authorized by a special resolution and by the Minister, apply under the Co-operative Corporations Act
to be continued as a co-operative corporation. 1994, c. 17, s. 31. (2) Repealed: 2017, c. 20, Sched. 7, s. 65. Act ceases to apply (3) This Act ceases to apply to the corporation on the date upon which the corporation is continued under the Co-operative Corporations Act. 1994, c. 17, s. 31. Section Amendments with date in force (d/m/y) 1994, c. 17, s. 31 - 23/06/1994 2017, c. 20, Sched. 7, s. 65 - 19/10/2021
314 All rights of creditors against the property, rights and assets of a corporation amalgamated under section 113 or continued under section 312, and all liens upon its property, rights and assets are unimpaired by such amalgamation or continuation, and all debts, contracts, liabilities and duties of the corporation thenceforth attach to the amalgamated or continued corporation and may be enforced against it.  R.S.O. 1990, c. C.38, s. 314.
315 (1) If a corporation incorporated by letters patent does not go into actual operation within two years after incorporation or for any two consecutive years does not use its corporate powers, the Minister, after having given the corporation such notice as he or she considers proper, may by order declare such powers forfeited, except so far as is necessary for the winding up of the corporation. R.S.O. 1990, c. C.38, s. 315 (1); 2017, c. 20, Sched. 7, s. 66 (1). Rights of creditors not affected (2) No such forfeiture affects prejudicially the rights of creditors as they exist at the date of the forfeiture. R.S.O. 1990, c. C.38, s. 315 (2). Revival (3) Where the powers of a corporation have been forfeited under subsection (1) or a predecessor of subsection (1), the Minister on the application of the corporation may by order, on such terms and conditions as he or she sees fit to impose, revive the corporate powers. R.S.O. 1990, c. C.38, s. 315 (3); 2017, c. 20, Sched. 7, s. 66 (2). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 66 (1, 2) - 19/10/2021
316 Despite anything to the contrary in any Act, in any letters patent or in any supplementary letters patent, if it is made to appear to the satisfaction of the Minister that a corporation that has objects in whole or in part of a social nature, (a)  occupies and uses a house, room or place as a club that, except for paragraph 197 (2) (a) of the Criminal Code (Canada), would be a common gaming house as defined in subsection (1) thereof; or (b)  occupies premises that are equipped, guarded, constructed or operated so as to hinder or prevent lawful access to and inspection by police or fire officers, or are found fitted or provided with any means or contrivance for playing any game of chance or any mixed game of chance and skill, gaming or betting or with any device for concealing, removing or destroying such means or contrivance, the Minister may make an order under subsection 317 (1).  R.S.O. 1990, c. C.38, s. 316; 2017, c. 20, Sched. 7, s. 67. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 67 - 19/10/2021
320 The corporate existence of a corporation incorporated otherwise than by letters patent may be terminated by order of the Minister upon application therefor by such corporation under like circumstances, in like manner and with like effect as a corporation incorporated by letters patent may surrender its charter.  R.S.O. 1990, c. C.38, s. 320; 2017, c. 20, Sched. 7, s. 70. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 70 - 19/10/2021
321 (1) Despite the dissolution of a corporation, the shareholders or members among whom its property has been distributed remain liable to its creditors to the amount received by them respectively upon such distribution, and an action may be brought in a court of competent jurisdiction to enforce such liability.  R.S.O. 1990, c. C.38, s. 321 (1); 2002, c. 24, Sched. B, s. 31 (2). Action against one shareholder as representing class (2) Where there are numerous shareholders or members, such court may permit an action to be brought against one or more shareholders or members as representatives of the class and, if the plaintiff establishes the plaintiff’s claim as creditor, may make an order of reference and add as parties on the reference all such shareholders or members as are found and the referee shall determine the amount that each should contribute towards the plaintiff’s claim and may direct payment of the sums so determined.  R.S.O. 1990, c. C.38, s. 321 (2). Section Amendments with date in force (d/m/y) 2002, c. 24, Sched. B, s. 31 (2) - 01/01/2004
322 (1) If a corporation is dissolved, any of its property that has not been disposed of on the date of dissolution immediately forfeits to and vests in the Crown. 2015, c. 38, Sched. 7, s. 47 (16). Exception (2) Despite subsection (1) and subject to subsections 318 (2) and (2.1), if a judgment is given or an order or decision is made or land is sold in an action, suit or proceeding commenced in accordance with section 318 and the judgment, order, decision or sale affects property belonging to the corporation before its dissolution, unless the plaintiff, applicant or mortgagee has not complied with subsection 318 (4) or (6), (a)  the property shall be available to satisfy the judgment, order or other decision; and (b)  title to the land shall be transferred to a purchaser free of the Crown’s interest, in the case of a power of sale proceeding. 1998, c. 18, Sched. E, s. 80; 2015, c. 38, Sched. 7, s. 47 (17). Power of sale proceeding completed after dissolution (3) Despite subsection (2), if a person commences a power of sale proceeding relating to land before the dissolution of a corporation but the sale of the land is not completed until after the dissolution, (a)  title to the land may be transferred to a purchaser free of the interest acquired by the Crown under subsection (1); and (b)  the person is not required to serve the writ or other document described in clause 318 (4) (a) or deliver the notice described in clause 318 (4) (b) but shall serve a notice of the proceeding on the Minister responsible for the administration of the Forfeited Corporate Property Act, 2015 promptly after learning of the corporation’s dissolution, and in any event within 15 days after the day the land is transferred. 2015, c. 38, Sched. 7, s. 47 (18). Section Amendments with date in force (d/m/y) 1998, c. 18, Sched. E, s. 80 - 01/03/1999 2015, c. 38, Sched. 7, s. 47 (16-18) - 10/12/2016
323 A copy of any by-law of a corporation under its seal and purporting to be signed by an officer of the corporation, or a certificate similarly authenticated to the effect that a person is a shareholder or member of the corporation and that dues or other sums payable are due and have not been paid, or that a call or assessment that has been made is due and has not been paid, shall be received in all courts as proof, in the absence of evidence to the contrary, of the by-law or of the statements contained in such certificate.  R.S.O. 1990, c. C.38, s. 323.
324 (1) Subject to the letters patent, supplementary letters patent or by-laws, a notice or other document required or permitted to be given or sent to a shareholder or member or director of a corporation, other than by the Minister, may be given or sent to, (a)  the shareholder or member at the person’s last address as shown on the books of the corporation; or (b)  the director at his or her latest address as shown on the books of the corporation or in the most recent notice or return filed under the Corporations Information Act, whichever is more current. 2023, c. 9, Sched. 9, s. 26 (1). Electronic communications (1.1) A notice or other document given or sent in accordance with subsection (1) may be given or sent by prepaid mail or personal delivery or by electronic means in accordance with the Electronic Commerce Act, 2000. 2023, c. 9, Sched. 9, s. 26 (1). Time of service (2) Subject to the letters patent, supplementary letters patent or by-laws, a notice or other document given or sent under subsection (1) by mail is deemed to be given or sent when it would be delivered in the ordinary course of mail. 2023, c. 9, Sched. 9, s. 26 (2). Delivery of notices, etc. (3) A notice or other document that is required or permitted by this Act or the regulations to be sent by the Minister may be sent by ordinary mail or by any method, including registered mail, certified mail or prepaid courier, where there is a record by the person who has delivered it that the notice or document has been sent. 1994, c. 27, s. 78 (13); 2017, c. 20, Sched. 7, s. 71 (1). Same (4) A notice or other document referred to in subsection (3) may be sent by telephonic or electronic means if there is a record that the notice or other document has been sent and, for greater certainty, the sending of a notice or other document by telephonic or electronic means does not require the consent of the intended recipient. 2017, c. 20, Sched. 7, s. 71 (2). Deemed delivery (5) A notice or other document sent by mail by the Minister shall be deemed to have been received by the intended recipient on the earlier of, (a)  the day the intended recipient actually receives it; or (b)  the fifth business day after the day it is mailed. 1994, c. 27, s. 78 (13); 2017, c. 20, Sched. 7, s. 71 (3). Same (6) A notice or other document sent by a method referred to in subsection (4) shall be deemed to have been received by the intended recipient on the earlier of, (a)  the day the intended recipient actually receives it; or (b)  the first business day after the day the transmission is sent by the Minister. 1994, c. 27, s. 78 (13); 2017, c. 20, Sched. 7, s. 71 (4). Section Amendments with date in force (d/m/y) 1994, c. 27, s. 78 (13) - 01/03/1995 2017, c. 20, Sched. 7, s. 71 (1-4) - 19/10/2021 2023, c. 9, Sched. 9, s. 26 (1, 2) - 01/10/2023
324.1 (1) Except where otherwise provided in this Act or the regulations, a notice or other document required or permitted to be sent to a corporation may be sent to the corporation by prepaid mail at its head office as shown on the records of the Director or may be delivered personally to the corporation at such office and shall be deemed to be received by the corporation on the fifth day after mailing. 2023, c. 9, Sched. 9, s. 27. Electronic communications (2) A notice or other document sent in accordance with subsection (1) may be sent by electronic means in accordance with the Electronic Commerce Act, 2000. 2023, c. 9, Sched. 9, s. 27. Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 9, s. 27 - 01/10/2023
324.2 (1) If a notice or other document is required by this Act or the regulations to be given or sent, the notice or other document may be waived or the time for the giving or sending of the notice or other document may be waived or abridged at any time with the consent in writing of the person entitled to it. 2023, c. 9, Sched. 9, s. 27. Electronic communications (2) The consent of a person entitled to waive the requirement for the giving or sending of a notice or other document or to waive or abridge the time for the giving or sending of the notice or other document under subsection (1) may be sent by electronic means in accordance with the Electronic Commerce Act, 2000. 2023, c. 9, Sched. 9, s. 27. Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 9, s. 27 - 01/10/2023
325 Proof of any matter that is necessary to be made under this Act may be made by certificate.  R.S.O. 1990, c. C.38, s. 325.
326 A corporation that insures property with or insures the property of other persons, where such insurance is reciprocal and for protection only and not for profit, shall not be deemed to be an insurer or an insurance corporation within the meaning of this Act.  R.S.O. 1990, c. C.38, s. 326. Minister’s regulations and orders
326.2 The Minister may issue letters patent, supplementary letters patent, authorizations, orders, certificates, certified copies and other documents by any method, and may use or issue validation codes or other systems or methods of validation in respect of the issuance. 2017, c. 20, Sched. 7, s. 73. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 73 - 19/10/2021
326.4 (1) If a notice or other document is required to be sent to the Minister under this Act, the Minister may accept a copy of it if it meets the Director’s requirements established under this Act. 2020, c. 7, Sched. 7, s. 6. Exception, certain applications (2) Subsection (1) does not apply to applications for letters patent or, supplementary letters patent or other applications filed by in-person delivery or mail unless, under this Act, the Director permits a copy of such applications for letters patent or supplementary letters patent or other applications to be filed instead of the original. 2020, c. 7, Sched. 7, s. 6. Copy deemed original (3) A copy referred to in subsection (1) is deemed to satisfy any requirements under this Act for an original to be sent to the Minister. 2020, c. 7, Sched. 7, s. 6. Issuance by Minister (4) An issuance by the Minister under this Act in respect of a notice or other document, including applications for letters patent or supplementary letters patent or other applications, is deemed to comply with requirements under this Act for issuance if it complies, with necessary modifications, with all the requirements of this Act other than any requirements respecting originals, duplicates and number of documents. 2020, c. 7, Sched. 7, s. 6. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 73 - 19/10/2021 2020, c. 7, Sched. 7, s. 6 - 19/10/2021
326.4.1 For greater certainty, in respect of requirements under this Act respecting the signing of applications for letters patent or supplementary letters patent, or other applications and other documents filed with the Minister, any applications for letters patent or supplementary letters patent, or other applications and other documents that meet the Director’s requirements established under this Act are deemed to satisfy any requirements for a signature under this Act. 2020, c. 7, Sched. 7, s. 7. Section Amendments with date in force (d/m/y) 2020, c. 7, Sched. 7, s. 7 - 12/05/2020 Note: On the day section 9 of Schedule 1 (Alternative Filing Methods for Business Act, 2020) to the COVID-19 Response and Reforms to Modernize Ontario Act, 2020 comes into force, the Act is amended by adding the following section: (See: 2020, c. 7, Sched. 7, s. 8) Documents filed under Alternative Filing Methods for Business Act, 2020 326.4.2 Documents filed by a method specified under the Alternative Filing Methods for Business Act, 2020, as it read immediately before it was repealed, are deemed to have been filed by in-person delivery or mail for the purposes of this Act. 2020, c. 7, Sched. 7, s. 8. Section Amendments with date in force (d/m/y) 2020, c. 7, Sched. 7, s. 8 - not in force
326.5 (1) Every corporation shall be assigned a number by the Director and the number shall be specified as the corporation number in the letters patent, supplementary letters patent and in any other document relating to the corporation issued by the Minister. 2017, c. 20, Sched. 7, s. 73. Same (2) If, through inadvertence or otherwise, the Director has assigned to a corporation a corporation number that is the same as the corporation number of any other corporation previously assigned, the Director may, without holding a hearing, change the corporation number assigned to the corporation and any letters patent, supplementary letters patent or orders subsequently issued under this Act must bear its new corporation number. 2017, c. 20, Sched. 7, s. 73. Reissue of letters patent of incorporation or amalgamation (3) If a new corporation number is assigned to a corporation under subsection (2), the Director may reissue the letters patent of incorporation or amalgamation, whichever was most recently issued to the corporation, and the reissued letters patent must bear the new corporation number. 2017, c. 20, Sched. 7, s. 73. Same (4) If, for any reason, letters patent, supplementary letters patent or any other document has been issued that sets out the corporation number incorrectly, the Director may, without holding a hearing, substitute a corrected letters patent, supplementary letters patent or other document that bears the date of the letters patent, supplementary letters patent or other document that it replaces. 2017, c. 20, Sched. 7, s. 73. Assignment of corporation numbers to existing corporations (5) The Director may assign a corporation number to a corporation that has not already been assigned a corporation number if the Director is of the opinion that it is appropriate to do so. 2017, c. 20, Sched. 7, s. 73. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 73 - 19/10/2021
326.6 (1) The Director may require that forms approved by the Director be used for any purpose under this Act. 2017, c. 20, Sched. 7, s. 73. Non-application of Legislation Act, 2006 (2) Part III (Regulations) of the Legislation Act, 2006 does not apply to a requirement established by the Director under subsection (1). 2017, c. 20, Sched. 7, s. 73. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 73 - 19/10/2021
326.7 Despite any provision of this Act permitting the Minister to issue letters patent, supplementary letters patent or an order, the Minister may refuse to do so if a corporation is in default of a filing requirement under the Corporations Information Act
or of a registration requirement under the Business Names Act or has any unpaid fees or penalties outstanding under this Act, the Corporations Information Act or the Business Names Act. 2017, c. 20, Sched. 7, s. 73. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 73 - 19/10/2021
326.8 The Minister may publish or otherwise make available to the public, (a)  any notices or other documents sent by the Minister under this Act; and (b)  any documents required by this Act, the regulations or the Director to be sent to the Minister under this Act. 2017, c. 20, Sched. 7, s. 73. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 73 - 19/10/2021
327 The Lieutenant Governor in Council may make regulations, (a)  Repealed:  1998, c. 18, Sched. E, s. 82 (1). (b)  respecting any matter that the Lieutenant Governor in Council considers requisite for carrying out the objects of this Act, and, without limiting the generality of the foregoing, respecting names of corporations or classes thereof, objects of corporations, authorized capital of companies, the preferences, rights, conditions, restrictions, limitations or prohibitions attaching to shares or classes of shares of companies, or any other matter pertaining to letters patent, supplementary letters patent or orders or the applications therefor.  R.S.O. 1990, c. C.38, s. 327; 1998, c. 18, Sched. E, s. 82 (1); 2017, c. 20, Sched. 7, s. 75. Section Amendments with date in force (d/m/y) 1998, c. 18, Sched. E, s. 82 (1) - 01/03/1999
327.1 The Lieutenant Governor in Council may make regulations providing for such transitional matters as the Lieutenant Governor in Council considers necessary or advisable in connection with the implementation of section 47 of the Forfeited Corporate Property Act, 2015. 2015, c. 38, Sched. 7, s. 47 (19). Note: On a day to be named by proclamation of the Lieutenant Governor, section 327.1 of the Act is repealed. (See: 2015, c. 38, Sched. 7, s. 47 (20)) Section Amendments with date in force (d/m/y) 2015, c. 38, Sched. 7, s. 47 (19) - 10/12/2016; 2015, c. 38, Sched. 7, s. 47 (20) - not in force
328 No letters patent and no supplementary letters patent shall be issued and no order shall be made and no document shall be accepted for filing under this Act until all fees therefor have been paid.  R.S.O. 1990, c. C.38, s. 328; 2017, c. 20, Sched. 7, s. 74. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 74 - 14/11/2017
329 An appeal lies to the Divisional Court from any order made by a court under this Act.  R.S.O. 1990, c. C.38, s. 329.
330 (1) Every person who makes or assists in making a statement in any return, certificate, financial statement or other document required by or for the purposes of this Act or the regulations made under this Act, knowing it to be untrue, is guilty of an offence and on conviction is liable to a fine of not more than $1,000 or to imprisonment for a term of not more than three months, or to both. Limitation of action (2) No prosecution under subsection (1) shall be commenced more than one year after the facts upon which the prosecution is based first came to the personal knowledge of the Minister or Deputy Minister.  R.S.O. 1990, c. C.38, s. 330.
331 Every corporation that, and every person who, being a director or officer of the corporation, or acting on its behalf, commits any act contrary to this Act, or fails or neglects to comply with any such provision, is guilty of an offence and on conviction, if no penalty for such act, failure or neglect is expressly provided by this Act, is liable to a fine of not more than $200.  R.S.O. 1990, c. C.38, s. 331.
332 Where a shareholder or member or creditor of a corporation is aggrieved by the failure of the corporation or a director, officer or employee of the corporation to perform any duty imposed by this Act, the shareholder, member or creditor, despite the imposition of any penalty and in addition to any other rights that he, she or it may have, may apply to the court for an order directing the corporation, director, officer or employee, as the case may be, to perform such duty, and upon such application the court may make such order or such other order as the court thinks fit.  R.S.O. 1990, c. C.38, s. 332.