Resident requirements re corporations
9.(1)No corporation shall carry on business in Ontario as a mortgage broker if, (a) the total number of equity shares of the corporation beneficially owned directly or indirectly by non-residents or over which non-residents exercise control or direction exceeds 25 per cent of the total number of issued and outstanding equity shares of the corporation; (b) the total number of equity shares of the corporation beneficially owned directly or indirectly by a non-resident over which the non-resident exercises control or direction, together with other shareholders associated with the non-resident, if any, exceeds 10 per cent of the total number of issued and outstanding equity shares of the corporation; or (c) the corporation is not incorporated by or under an Act of Ontario, Canada or any province of Canada. Idem (2)In calculating the total number of equity shares of the corporation beneficially owned or controlled for the purposes of this section, the total number shall be calculated as the total of all the shares actually owned or controlled, but each share that carries the right to more than one vote shall be calculated as the number of shares equalling the total number of votes it carries. Idem (3)A corporation that was carrying on business as a registered mortgage broker immediately before the 2nd day of October, 1973, and which on that day was in contravention of subsection (1), may continue to carry on business, subject to the provisions of this Act, (a) in the case of a contravention of clause (1) (a) or (b), if no transfer of equity shares or beneficial interest therein including their control or direction is made to a non-resident or person associated with the non-resident excepting when the result would be in compliance with clauses (1) (a) and (b); or (b) in the case of a contravention of clause (1) (c), until the 1st day of January, 1975, but a corporation incorporated on or after the 30th day of October, 1973 and before the 1st day of January, 1975 by or under an Act of Ontario, Canada or a province of Canada may, despite clauses (1) (a) and (b), be registered in the place of the first-mentioned corporation if the equity shares of the new corporation or beneficial interest therein, including their control or direction, held by non-residents are held directly or indirectly in the same manner as the equity shares of the first-mentioned corporation, but where the new corporation is in contravention of clause (1) (a) or (b), clause (a) of this subsection applies. Associated shareholders (4)For the purpose of this section, a shareholder shall be deemed to be associated with another shareholder if, (a) one shareholder is a corporation of which the other shareholder is an officer or director; (b) one shareholder is a partnership of which the other shareholder is a partner; (c) one shareholder is a corporation that is controlled directly or indirectly by the other shareholder; (d) both shareholders are corporations and one shareholder is controlled directly or indirectly by the same individual or corporation that controls directly or indirectly the other shareholder; (e) both shareholders are members of a voting trust where the trust relates to shares of a corporation; or (f) both shareholders are associated within the meaning of clauses (a) to (e) with the same shareholder. Joint ownership (5)For the purpose of this section, where an equity share of the corporation is held jointly and one or more of the joint holders thereof is a non-resident, the share shall be deemed to be held by a non-resident. R.S.O. 1990, c. M.39, s. 9.