jswizzle3737/ontario_laws_and_regs huggingface dataset:
99 (1) On the application of a corporation, the court may authorize the corporation to refuse to allow access to any records the corporation is required to keep under this Part or to give any information that the corporation is obligated to allow access to or to give under this Part, in whole or in part and on any terms that the court thinks fit, if the court decides that allowing the access or giving the information would be detrimental to any member or the corporation.  2010, c. 15, s. 99 (1). Same (2) On the application of any member of a corporation, the court may direct the corporation not to allow access to any records the corporation is required to keep under this Part or not to give information that the corporation is obligated to allow access to or to give under this Part, in whole or in part and on any terms that the court thinks fit, if the court decides that allowing the access or giving the information would be detrimental to any member or the corporation.  2010, c. 15, s. 99 (2).
100 (1) All registers and other records required by this Act or the regulations to be prepared and maintained by a corporation may be in any form, provided that the records are capable of being reproduced in an accurate and intelligible form within a reasonable time. 2023, c. 9, Sched. 22, s. 15 (1). Protection of records (2) A corporation and its agents shall take reasonable precautions to prevent the loss or destruction of the registers and other records required by or under this Act, to prevent the falsification of entries in those registers and records and to facilitate the detection and correction of inaccuracies in them.  2010, c. 15, s. 100 (2). Admissibility of records in evidence (3) The information in the registers and other records is admissible in evidence as proof, in the absence of evidence to the contrary, of all facts stated in the record, before and after dissolution of the corporation. 2023, c. 9, Sched. 22, s. 15 (2). Exception (4) Subsection (3) does not apply to the register described in clause 92 (1) (j). 2023, c. 9, Sched. 22, s. 15 (2). Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 22, s. 15 (1, 2) - 01/10/2023
101 A document executed on behalf of a corporation is not invalid merely because a corporate seal is not affixed to it.  2010, c. 15, s. 101.
102 No person is affected by or is deemed to have notice or knowledge of the contents of a document concerning a corporation by reason only that the document has been filed with the Director or is available for inspection at an office of the corporation.  2010, c. 15, s. 102. PART XI   FUNDAMENTAL CHANGES
103 (1) A special resolution of the members is required to make any amendment to the articles of a corporation to, (a)  change the corporation’s name; (b)  add, remove or change any restriction upon the activity or activities that the corporation may carry on or upon the powers that the corporation may exercise; (c)  create a new class or group of members; (d)  change a condition required for being a member; (e)  change the designation of any class or group of members or add, change or remove any rights or conditions of any such class or group; (f)  divide any class or group of members into two or more classes or groups and fix the rights and conditions of each class or group; (g)  add, change or remove a provision respecting the transfer of a membership; (h)  subject to section 30, increase or decrease the number of, or the minimum or maximum number of, directors fixed by the articles; (i)  change the purposes of the corporation; (j)  change to whom the property remaining on liquidation after the discharge of any liabilities of the corporation is to be distributed; (k)  change the manner of giving notice to members entitled to vote at a meeting of members; (l)  change the method of voting by members not in attendance at a meeting of the members; or (m)  add, change or remove any other provision that is permitted by this Act to be set out in the articles. 2010, c. 15, s. 103 (1); 2017, c. 20, Sched. 8, s. 21 (1); 2021, c. 25, Sched. 17, s. 1. Directors may revoke amending resolution (2) The directors may revoke the resolution before it is acted on without further approval of the members, if authorized to do so by the members in the resolution effecting an amendment under this section. 2010, c. 15, s. 103 (2). Limitation (3) This section does not apply to a corporation incorporated by a special Act, except that such a corporation may amend its articles to change its name. 2017, c. 20, Sched. 8, s. 21 (2). Change of name prohibited (4) A corporation may not change its name if, (a)  the corporation is unable to pay its liabilities as they become due; or (b)  the realizable value of the corporation’s assets is less than the aggregate of its liabilities. 2010, c. 15, s. 103 (4); 2017, c. 20, Sched. 8, s. 21 (3). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 21 (1-3) - 19/10/2021 2021, c. 25, Sched. 17, s. 1 - 19/10/2021
104 (1) A director, or a member who is entitled to vote at an annual meeting of the members, may, in accordance with section 56, propose to make an amendment referred to in subsection 103 (1).  2010, c. 15, s. 104 (1). Notice of amendment (2) Notice of a meeting of the members at which a proposal to make an amendment referred to in subsection 103 (1) is to be considered must set out the proposed amendment.  2010, c. 15, s. 104 (2). 105 Repealed: See Table of Public Statute Provisions Repealed Under Section 10.1 of the Legislation Act, 2006. Section Amendments with date in force (d/m/y) Table of Public Statute Provisions Repealed Under Section 10.1 of the Legislation Act, 2006 - 31/12/2020
106 Subject to a revocation under subsection 103 (2), after an amendment to the articles has been adopted under section 103, the corporation shall file articles of amendment and any required documents and information with the Director. 2017, c. 20, Sched. 8, s. 22. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 22 - 19/10/2021
107 Upon receipt of the articles of amendment, together with any required documents and information and the required fee, the Director shall issue a certificate of amendment by endorsing the articles in accordance with section 201, and the endorsed articles constitute the certificate of amendment. 2017, c. 20, Sched. 8, s. 23. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 23 - 19/10/2021
108 (1) An amendment to the articles becomes effective on the date shown in the certificate of amendment and the articles are amended accordingly.  2010, c. 15, s. 108 (1). Rights preserved (2) No amendment to the articles affects an existing cause of action or claim or liability to prosecution in favour of or against the corporation or its directors or officers, or any civil, criminal, administrative, investigative or other action or proceeding to which a corporation or its directors or officers is a party.  2010, c. 15, s. 108 (2).
109 (1) The directors may, at any time, restate the articles of incorporation as amended and shall do so when directed by the Director. 2017, c. 20, Sched. 8, s. 24 (1). Filing with Director (2) The corporation shall file its restated articles of incorporation and any required documents and information with the Director. 2017, c. 20, Sched. 8, s. 24 (1). Restated certificate (3) Upon receipt of the restated articles of incorporation, together with any required documents and information and the required fee, the Director shall issue a restated certificate of incorporation by endorsing the articles in accordance with section 201, and the endorsed articles constitute the restated certificate of incorporation. 2017, c. 20, Sched. 8, s. 24 (1). Effect of certificate (4) The endorsed restated articles of incorporation supersede the original articles of incorporation and all amendments to those articles. 2010, c. 15, s. 109 (4). Exception (5) This section does not apply to a corporation incorporated by special Act. 2017, c. 20, Sched. 8, s. 24 (2). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 24 (1, 2) - 19/10/2021
110 (1) Two or more corporations may amalgamate and continue as one corporation. 2010, c. 15, s. 110 (1). Amalgamation agreement (2) Each corporation proposing to amalgamate shall enter into an agreement setting out the terms and means of effecting the amalgamation and, in particular, setting out, (a)  the provisions that are required to be included in the articles of incorporation under section 8 or, if applicable, in the by-laws under section 48; (b)  the name and address for service of each proposed director of the amalgamated corporation; (c)  the manner in which the memberships of each amalgamating corporation are to be converted into memberships of the amalgamated corporation; (d)  whether the by-laws of the amalgamated corporation are to be those of one of the amalgamating corporations and, if not, the address where a copy of the proposed by-laws may be examined; and (e)  details of any arrangements necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated corporation. 2010, c. 15, s. 110 (2). Cancellation of memberships (3) If a membership in an amalgamating corporation is held by another amalgamating corporation, the amalgamation agreement must
provide for the cancellation, without any repayment of capital, of the membership when the amalgamation becomes effective. No provision shall be made in the agreement for the conversion of the membership into membership of the amalgamated corporation. 2010, c. 15, s. 110 (3). Exception (4) This section does not apply to a corporation incorporated by special Act. 2017, c. 20, Sched. 8, s. 25. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 25 - 19/10/2021
111 (1) The directors of each amalgamating corporation shall submit the amalgamation agreement for approval to a meeting of the members of the amalgamating corporation of which they are directors. 2010, c. 15, s. 111 (1); 2021, c. 25, Sched. 17, s. 2 (1). Notice of meeting (2) Each amalgamating corporation shall give notice to its members of a meeting of the members in accordance with section 55 and shall include in the notice a copy or summary of the amalgamation agreement. 2010, c. 15, s. 111 (2). (3), (4) Repealed: See Table of Public Statute Provisions Repealed Under Section 10.1 of the Legislation Act, 2006. Adoption of agreement (5) An amalgamation agreement is adopted when the members of each amalgamating corporation have approved the amalgamation by special resolution. 2010, c. 15, s. 111 (5); 2021, c. 25, Sched. 17, s. 2 (2). Termination of agreement (6) An amalgamation agreement may provide that the agreement may be terminated by the directors of an amalgamating corporation at any time before the issue of a certificate of amalgamation, despite approval of the agreement by the members of all or any of the amalgamating corporations. 2010, c. 15, s. 111 (6). Section Amendments with date in force (d/m/y) Table of Public Statute Provisions Repealed Under Section 10.1 of the Legislation Act, 2006 - 31/12/2020 2021, c. 25, Sched. 17, s. 2 (1, 2) - 19/10/2021
112 (1) Subject to subsection 111 (6), after an amalgamation agreement has been adopted under section 111, articles of amalgamation and any required documents and information shall be filed with the Director. 2017, c. 20, Sched. 8, s. 26 (1). Attached statements (2) The articles of amalgamation must have attached to them a statement of a director or an officer of each amalgamating corporation stating that, (a)  there are reasonable grounds for believing that, (i)  each amalgamating corporation is, and the amalgamated corporation will be, able to pay its liabilities as they become due, and (ii)  the realizable value of the amalgamated corporation’s assets will not be less than the aggregate of its liabilities; and (b)  there are reasonable grounds for believing that, (i)  no creditor will be prejudiced by the amalgamation, or (ii)  adequate notice has been given to all known creditors of the amalgamating corporations and no creditor objects to the amalgamation otherwise than on grounds that are frivolous or vexatious. 2010, c. 15, s. 112 (2); 2017, c. 20, Sched. 8, s. 26 (2). Interpretation — adequate notice (3) For the purpose of subclause (2) (b) (ii), adequate notice is given if, (a)  a notice is given to each known creditor having a claim against the corporation that exceeds $2,500; (b)  a notice is published once in a newspaper published or distributed in the place where the corporation has its registered office and reasonable notice is given in each province where the corporation carries on activities; and (c)  each notice states that the corporation intends to amalgamate with one or more specified corporations in accordance with this Act and that a creditor of the corporation may object to the amalgamation within 30 days after the date of the notice. 2010, c. 15, s. 112 (3). Certificate of amalgamation (4) Upon receipt of articles of amalgamation, together with the statements required by subsection (2), any other required documents and information and the required fee, the Director shall issue a certificate of amalgamation by endorsing the articles in accordance with section 201, and the endorsed articles constitute the certificate of amalgamation. 2017, c. 20, Sched. 8, s. 26 (3). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 26 (1-3) - 19/10/2021
113 On the date shown in the certificate of amalgamation, the amalgamation of the amalgamating corporations and their continuance as one corporation under the terms and conditions set out in the amalgamation agreement become effective and from that date, (a)  the amalgamating corporations are amalgamated and continue as one corporation under the terms and conditions set out in the amalgamation agreement; (b)  the amalgamating corporations cease to exist as entities separate from the amalgamated corporation; (c)  the amalgamated corporation possesses all the property, rights, privileges and franchises and is subject to all liabilities, including civil, criminal and quasi-criminal, and all contracts, disabilities and debts of each of the amalgamating corporations; (d)  a conviction against, or ruling, order or judgment in favour or against an amalgamating corporation may be enforced by or against the amalgamated corporation; (e)  the articles of amalgamation are deemed to be the articles of incorporation of the amalgamated corporation and, except for the purposes of subsection 32 (1), the certificate of amalgamation is deemed to be the certificate of incorporation of the amalgamated corporation; and (f)  the amalgamated corporation is deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against an amalgamating corporation before the amalgamation becomes effective.  2010, c. 15, s. 113.
117 (1) A corporation incorporated under this Act or a predecessor of this Act, other than a charitable corporation, may, if authorized by a special resolution and by the Director, apply under the Co-operative Corporations Act to be continued as a co-operative corporation. 2010, c. 15, s. 117 (1); 2017, c. 20, Sched. 8, s. 30 (1). Filing application with Director (2) If a corporation wishes to apply for the Director’s authorization to be continued under subsection (1), the corporation shall file the application and any required documents and information with the Director. 2017, c. 20, Sched. 8, s. 30 (2). Director’s authorization (3) Upon receipt of the application, together with any required documents and information and the required fee, the Director may endorse an authorization in respect of the application in accordance with any applicable regulations and Director’s requirements. The endorsed application constitutes the Director’s authorization of the application for continuance. 2017, c. 20, Sched. 8, s. 30 (2). Time limit to Director’s authorization (4) The Director’s authorization of an application for continuance expires six months after the date of endorsement of the application unless, within the six-month period, the corporation is continued under the Co-operative Corporations Act. 2010, c. 15, s. 117 (4); 2017, c. 20, Sched. 8, s. 30 (3). Act ceases to apply (5) This Act ceases to apply to the corporation on the date on which the corporation is continued under the Co-operative Corporations Act. 2010, c. 15, s. 117 (5); 2021, c. 25, Sched. 17, s. 5. Termination of application (6) The directors of the corporation may, if authorized by the members at the time of approving an application for continuance, abandon the application without further approval of the members.  2010, c. 15, s. 117 (6). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 30 (1, 2) - 19/10/2021; 2017, c. 20, Sched. 8, s. 30 (3) - 14/11/2017 2021, c. 25, Sched. 17, s. 5 - 19/10/2021
118 (1) A sale, lease or exchange of all or substantially all of the property of a corporation other than in the ordinary course of its activities requires the authorization of the members in accordance with subsections (2), (3) and (6). 2010, c. 15, s. 118 (1); 2021, c. 25, Sched. 17, s. 6 (1). Notice of meeting (2) The corporation shall give members notice of a meeting of the members in accordance with section 55 and shall include a copy or summary of the proposed agreement of sale, lease or exchange. 2010, c. 15, s. 118 (2). Member approval (3) At the meeting of the members, the members may authorize the sale, lease or exchange and may fix, or authorize the directors to fix, any of the terms and conditions of the sale, lease or exchange. 2010, c. 15, s. 118 (3). (4), (5) Repealed: See Table of Public Statute Provisions Repealed Under Section 10.1 of the Legislation Act, 2006. Same (6) The sale, lease or exchange is authorized when the members have approved it by a special resolution. 2010, c. 15, s. 118 (6); 2021, c. 25, Sched. 17, s. 6 (2). Abandonment (7) The directors of a corporation may, if authorized by the members approving a proposed sale, lease or exchange, and subject to the rights of third parties, abandon the sale, lease or exchange without further approval of the members. 2010, c. 15, s. 118 (7). Section Amendments with date in force (d/m/y) Table of Public Statute Provisions Repealed Under Section 10.1 of the Legislation Act, 2006 - 31/12/2020 2021, c. 25, Sched. 17, s. 6 (1, 2) - 19/10/2021 Reorganization
119 (1) In this section,  “reorganization” means a reorganization pursuant to a court order made under the Bankruptcy and Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act
(Canada) approving a proposal. 2010, c. 15, s. 119 (1). Powers of court (2) If a corporation is subject to an order referred to in subsection (1), the order may also require an amendment of the articles or by-laws to effect any change that might be made under section 103. 2010, c. 15, s. 119 (2). Further powers (3) If a court makes an order referred to in subsection (1), the court may also, (a)  authorize the issue of debt obligations of the corporation and fix their terms; and (b)  appoint directors in place of or in addition to all or any of the directors then in office. 2010, c. 15, s. 119 (3). Articles of reorganization (4) After an order referred to in subsection (1) has been made, the corporation shall file articles of reorganization and any required documents and information with the Director. 2017, c. 20, Sched. 8, s. 31 (1). Certificate of amendment (5) Upon receipt of articles of reorganization, together with any required documents and information and the required fee, the Director shall issue a certificate of amendment by endorsing the articles of reorganization in accordance with section 201, and the articles of incorporation are amended accordingly, and the endorsed articles constitute the certificate of amendment. 2017, c. 20, Sched. 8, s. 31 (1). No dissent (6) A member is not entitled to dissent under section 187 if an amendment to the articles is effected under this section. 2010, c. 15, s. 119 (6). Exception (7) This section does not apply to a corporation incorporated by special Act. 2017, c. 20, Sched. 8, s. 31 (2). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 31 (1, 2) - 19/10/2021 Arrangement
121 In this Part,  “contributory” means a person who is liable to contribute to the property of a corporation in the event of the corporation being wound up under this Act.  2010, c. 15, s. 121.
122 Sections 123 to 134 apply to corporations being wound up voluntarily.  2010, c. 15, s. 122.
123 (1) The members of a corporation may, by special resolution at a meeting of the members, require the corporation to be wound up voluntarily. 2010, c. 15, s. 123 (1).
 Appointment of liquidator (2) At the meeting of the members, the members shall appoint one or more persons, who may be directors, officers or employees of the corporation, as liquidator of the estate and effects of the corporation for the purpose of winding up its activities and affairs and distributing its property, and may at that or any subsequent meeting fix the liquidator’s remuneration and the costs, charges and expenses of the winding up. 2010, c. 15, s. 123 (2). Review of remuneration by court (3) On the application of any member or creditor of the corporation or of the liquidator, the court may review the remuneration of the liquidator and, whether or not the remuneration has been fixed in accordance with subsection (2), the court may fix and determine the remuneration at the amount that it thinks proper. 2010, c. 15, s. 123 (3). Publication of notice (4) A corporation shall file notice in the approved form of a resolution requiring the voluntary winding up of the corporation with the Director within 10 days after the resolution has been passed. 2017, c. 20, Sched. 8, s. 33. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 33 - 19/10/2021
124 (1) The members of a corporation being wound up voluntarily may delegate to any committee of members,
contributories or creditors the power to appoint the liquidator and fill any vacancy in the office of liquidator, or may enter into any arrangement with creditors of the corporation with respect to the powers to be exercised by the liquidator and the manner in which they are to be exercised.  2010, c. 15, s. 124 (1). Same (2) A committee of members, contributories or creditors to whom power is delegated under subsection (1) may be referred to as inspectors.  2010, c. 15, s. 124 (2).
125 If a vacancy occurs in the office of liquidator by death, resignation or otherwise, the members may, subject to any arrangement the corporation may have entered into with its creditors upon the appointment of inspectors, fill the vacancy, and a meeting for that purpose may be called by the continuing liquidator, if any, or by any member or contributory, and is deemed to have been duly held if called in the manner required
by the articles or by-laws of the corporation, or, if it is not called in that manner, in the manner required by this Act for calling meetings of the members of the corporation.  2010, c. 15, s. 125.
126 The members of a corporation may by ordinary resolution passed at a meeting called for that purpose remove a liquidator appointed under section 123, 124 or 125, and in such case shall appoint a replacement.  2010, c. 15, s. 126.
127 A voluntary winding up commences at the time of the passing of the resolution requiring the winding up or at such later time as may be specified in the resolution.  2010, c. 15, s. 127.
128 A corporation being wound up voluntarily shall, from the commencement of its winding up, cease to carry on its activities, except in so far as may be required as beneficial for the winding up, but its corporate existence and all its corporate powers, even if it is otherwise provided by its articles or by-laws, continue until the corporation is wound up.  2010, c. 15, s. 128.
129 After the commencement of a voluntary winding up, (a)  no action or other proceeding shall be 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 imposes.  2010, c. 15, s. 129.
130 (1) Upon a voluntary winding up, the liquidator, (a)  shall settle the list of contributories; and (b)  may, before the liquidator has ascertained the sufficiency of the property of the corporation, call on all or any of the contributories for the time being settled on the list of contributories to the extent of their liability to pay any sum that the liquidator considers necessary for satisfying the liabilities of the corporation and the costs, charges and expenses of winding up and for adjusting the rights of the contributories among themselves.  2010, c. 15, s. 130 (1). List is proof (2) A list settled by the liquidator under clause (1) (a) is, in the absence of evidence to the contrary, proof of the liability of the persons named on the list as contributories.  2010, c. 15, s. 130 (2). Default on calls (3) In making a call under clause (1) (b), the liquidator may take into consideration the probability that some of the contributories upon whom the call is made may partly or wholly fail to pay their respective portions of the call.  2010, c. 15, s. 130 (3).
131 (1) The liquidator may, during the continuance of the voluntary winding up, call meetings of the members for any purpose the liquidator thinks fit.  2010, c. 15, s. 131 (1). Winding up continues more than one year (2) If a voluntary winding up continues for more than one year, the liquidator shall call a meeting of the members at the end of the first year after the commencement of the winding up and of each succeeding year, and the liquidator 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.  2010, c. 15, s. 131 (2).
132 The liquidator, with the approval of the members or the inspectors, may make any compromise or other arrangement that the liquidator thinks expedient with any creditor or person claiming to be a creditor or having or alleging that they have a claim, present or future, certain or contingent, liquidated or unliquidated, against the corporation or by which the corporation may be rendered liable.  2010, c. 15, s. 132.
133 The liquidator may, with the approval referred to in section 132, compromise all debts and liabilities capable of resulting in debts, and all claims, whether present or future, certain or contingent, liquidated or unliquidated, subsisting or supposed to subsist between the corporation and any contributory, alleged contributory or other debtor or person who may be liable 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, and the liquidator may take any security for the discharge of such debts or liabilities and give a complete discharge in respect of them.  2010, c. 15, s. 133.
134 (1) The liquidator shall make up an account showing the manner in which the winding up was conducted and the property of the corporation disposed of, and then shall call a meeting of the members 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 required by the articles or by-laws or, in default of being called in that manner, in the manner required by this Act for the calling of meetings of the members. 2010, c. 15, s. 134 (1). Notice of holding of meeting (2) The liquidator shall, within 10 days after the meeting is held, file with the Director a notice stating that the meeting was held and the date of the meeting. 2010, c. 15, s. 134 (2); 2017, c. 20, Sched. 8, s. 34 (1). Dissolution (3) Subject to subsection (4), on the expiration of three months after the date of the filing of the notice, the corporation is dissolved. 2010, c. 15, s. 134 (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 interested person, 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 fixed date. 2010, c. 15, s. 134 (4). Dissolution by court order (5) Despite anything in this Act, the court may, at any time after the corporation has been fully wound up and upon the application of the liquidator or any other interested person, make an order dissolving the corporation, and the corporation is dissolved on the date fixed in the order. 2010, c. 15, s. 134 (5). Copy of extension order to be filed (6) The person on whose application an order was made under subsection (4) or (5) shall file with the Director, within 10 days after the order was made, a certified copy of the order, a notarial copy of the certified copy or any other type of copy of the order permitted by the Director. 2017, c. 20, Sched. 8, s. 34 (2). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 34 (1, 2) - 19/10/2021
135 Sections 136 to 147 apply to corporations being wound up by order of the court.  2010, c. 15, s. 135.
136 A corporation may be wound up by order of the court if, (a)  the court is satisfied that, (i)  any act or omission of the corporation or any of its affiliates effects a result, (ii)  the activities or affairs of the corporation or of any of its affiliates are or have been carried on or conducted in a manner, or (iii)  the powers of the directors of the corporation or of any of its affiliates are or have been exercised in a manner, that is unfairly prejudicial to or that unfairly disregards the interests of any member, creditor, director or officer; or (b)  the court is satisfied that, (i)  proceedings to wind up voluntarily have begun and it is in the interest of contributories and creditors that the proceedings should be continued under the supervision of the court, (ii)  the corporation, though it may not be insolvent, cannot by reason of its liabilities continue its activities and it is advisable to wind it up, or (iii)  it is just and equitable for some reason, other than the bankruptcy or insolvency of the corporation, that it should be wound up; or (c)  the members by special resolution authorize an application to be made to the court to wind up the corporation.  2010, c. 15, s. 136.
137 (1) A winding-up order may be made under section 136 upon the application of the corporation or of a member or, if the corporation is being wound up voluntarily, of the liquidator or of a contributory or of a creditor having a claim of $2,500 or more.  2010, c. 15, s. 137 (1).  Notice (2) Except where the application is made by the corporation, the applicant shall give four days’ notice of the application to the corporation before making the application.  2010, c. 15, s. 137 (2).
138 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 it considers just, and upon the making of the order may, according to its practice and procedure, refer the proceedings for the winding up to an officer of the court for inquiry and report and may authorize the officer to exercise any
powers of the court that are necessary for the reference.  2010, c. 15, s. 138.
139 (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 activities and affairs and distributing its property. 2010, c. 15, s. 139 (1). Remuneration (2) The court may at any time fix the remuneration of the liquidator. 2010, c. 15, s. 139 (2). 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. 2010, c. 15, s. 139 (3). Notice of appointment (4) A liquidator appointed by the court under this section shall forthwith give to the Director notice of the liquidator’s appointment. 2010, c. 15, s. 139 (4); 2017, c. 20, Sched. 8, s. 35. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 35 - 19/10/2021
140 The court may by order remove for cause a liquidator appointed by it, and in such case shall appoint a replacement.  2010, c. 15, s. 140.
141 The costs, charges and expenses of a winding up by order of the court shall be assessed by an assessment officer of the court.  2010, c. 15, s. 141.
142 If a winding-up order is made by the court without prior voluntary winding-up proceedings, the winding up is deemed, unless the court orders otherwise, to commence at the time of the service of notice of the application or, if the application is made by the corporation, at the time the application is made.  2010, c. 15, s. 142.
143 If a winding-up order has been made by the court, proceedings for the winding up of the corporation shall be taken in the same manner and with the like consequences as provided for a voluntary winding up, except that, (a)  the list of contributories shall be settled by the court if it has not already been settled by the liquidator before the winding-up order; (b)  the list of contributories shall be subject to review by the court if it has already been settled by the liquidator before the winding-up order; and (c)  all proceedings in the winding up are subject to the order and direction of the court.  2010, c. 15, s. 143.
144 If a winding-up order has been made by the court, the court may make the following orders: 1.  Directing meetings of the members of the corporation to be called, held and conducted in the manner that the court thinks fit for the purpose of ascertaining their wishes, and appointing a person to act as chair of any such meeting and to report the result of it to the court. 2.  Requiring any contributory for the time being settled on the list of contributories, or any director, officer, employee, trustee, banker or agent of the corporation to pay, deliver, convey, surrender or transfer to the liquidator forthwith, or within the time that the court directs, any sum or balance, documents, records, estate or effects that are in their hands and to which the corporation is apparently entitled. 3.  For the inspection of the documents and records of the corporation by its creditors and contributories, and any documents and records in the possession of the corporation may be inspected in accordance with the order.  2010, c. 15, s. 144.
145 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 any terms that
the court imposes.  2010, c. 15, s. 145.
146 (1) If the realization and distribution of the property of a corporation being wound up under an order of the court 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 the person that the court directs, of that property, and it shall be realized and distributed by or under the direction of the court among the persons entitled to it in the same way as nearly as may be as if the distribution were being made by the liquidator.  2010, c. 15, s. 146 (1).  Disposal of documents and records (2) If the court makes an order under subsection (1), the court may make an order directing how the documents and records 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 the court thinks fit.  2010, c. 15, s. 146 (2).
147 (1) At any time after the activities and affairs of the corporation have been fully wound up, the court may, upon the application of the liquidator or any other interested person, make an order dissolving the corporation, and the corporation is dissolved on the date fixed in the order.  2010, c. 15, s. 147 (1). Copy of dissolution order to be filed (2) The person on whose application the order was made shall file with the Director, within 10 days after the order was made, a certified copy of the order, a notarial copy of the certified copy or any other type of copy of the order permitted by the Director. 2017, c. 20, Sched. 8, s. 36. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 36 - 19/10/2021
148 Sections 149 to 165 apply to corporations being wound up either voluntarily or by order of the court.  2010, c. 15, s. 148.
149 If there is no liquidator, (a)  the court may, on the application of a member, by order appoint one or more persons as liquidator; and (b)  the estate and effects of the corporation shall be under the control of the court until the appointment of a liquidator.  2010, c. 15, s. 149.
150 (1) Upon a winding up, (a)  the liquidator shall apply the property of the corporation in satisfaction of all its debts, obligations and liabilities; (b)  after satisfying the interests of the corporation’s creditors in all its debts, obligations and liabilities, if any, the liquidator shall distribute the remaining property, (i)  if the corporation is a public benefit corporation, (A)  if it is a charitable corporation, to a Canadian body corporate that is a registered charity under the Income Tax Act (Canada) with similar purposes to its own, the Crown in right of Ontario, the Crown in right of Canada, an agent of either of those Crowns or a municipality in Canada, (B)  if it is a non-charitable corporation, to another public benefit corporation with similar purposes to its own, a Canadian body corporate that is a registered charity under the Income Tax Act (Canada) with similar purposes to its own, the Crown in right of Ontario, the Crown in right of Canada, an agent of either of those Crowns or a municipality in Canada, or (ii)  if the corporation is not a public benefit corporation, (A)  in accordance with its articles, or (B)  if there is no provision in its articles for distribution of property, rateably to its members according to their rights and interests in the corporation; (c)  in distributing the property of the corporation, debts to employees of the corporation for services performed for it due at the commencement of the winding up or within one month before, not exceeding three months’ wages and vacation pay accrued for not more than 12 months, shall be paid in priority to the claims of the ordinary creditors, and the employees of the corporation are entitled to rank as ordinary creditors for the residue of their claims; and (d)  all the powers of the directors cease upon the appointment of a liquidator, except in so far as the liquidator may authorize the continuance of such powers. 2010, c. 15, s. 150 (1); 2017, c. 20, Sched. 8, s. 37 (1). Deemed distribution in accordance with Act (1.1) If the remaining property of a corporation that is not a public benefit corporation is distributed on winding up in accordance with a by-law described in paragraph 5 of subsection 207 (3), the property is deemed to have been distributed in accordance with the corporation’s articles for the purposes of sub-subclause (1) (b) (ii) (A). 2017, c. 20, Sched. 8, s. 37 (2). Distribution of property (2) Section 53 of the Trustee Act applies with necessary modifications to liquidators. 2010, c. 15, s. 150 (2). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 37 (1, 2) - 19/10/2021
151 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.  2010, c. 15, s. 151.
152 (1) A liquidator may, (a)  bring or defend any action, prosecution or other civil, criminal, administrative, investigative or other proceedings in the name and on behalf of the corporation; (b)  carry on the activities of the corporation so far as may be required as beneficial for the winding up of the corporation; (c)  sell the property of the corporation by public auction or private sale and receive payment of the purchase price either in cash or otherwise; (d)  do all acts and execute all documents, in the name and on behalf of the corporation, and for that purpose use the seal of the corporation, if it has one; (e)  draw, accept, make and endorse any bill of exchange or promissory note in the name and on behalf of the corporation; (f)  raise any requisite money upon the security of the property of the corporation; (g)  take out in the liquidator’s name as liquidator of the corporation letters of administration of the estate of any deceased contributory and in the liquidator’s name as liquidator of the corporation do 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; and (h)  do and execute all other things that are necessary for winding up the activities and affairs of the corporation and distributing its property.  2010, c. 15, s. 152 (1). Bills of exchange, etc., drawn, etc., by liquidator (2) The drawing, accepting, making or endorsing of a bill of exchange or promissory note by the liquidator on behalf of a corporation has the same effect with respect to the liability of the corporation as if the
bill or note had been drawn, accepted, made or endorsed by or on behalf of the corporation in the course of carrying on its activities.  2010, c. 15, s. 152 (2). Money deemed to be due to liquidator (3) If  the liquidator takes out letters of administration or otherwise uses the liquidator’s name as liquidator of the corporation for obtaining payment of any money due from a contributory, that money is
deemed, for the purpose of enabling the liquidator to take out the letters of administration or recover the money, to be due to the liquidator rather than to the corporation.  2010, c. 15, s. 152 (3). Reliance on financial statements, etc. (4) A liquidator who acts in good faith is entitled to rely upon, (a)  financial statements of the corporation represented to the liquidator by an officer of the corporation or in an audit or review engagement report to present fairly the financial position of the corporation in accordance with generally accepted accounting principles; or (b)  an opinion, report or statement of a lawyer, an accountant, an engineer, an appraiser or other professional adviser retained by the liquidator.  2010, c. 15, s. 152 (4).
153 If more than one person is appointed as liquidator, any power conferred by sections 123 to 165 on a liquidator may be exercised by any one or more of the liquidators as may be determined by the resolution or order appointing them or, in default of such determination, by any two or more of them.  2010, c. 15, s. 153.
154 The liability of a contributory creates a debt accruing due from the contributory at the time the contributory’s liability commenced, but payable at the time or respective times when calls are made for enforcing that liability.  2010, c. 15, s. 154.
155 If a contributory dies before or after having been placed on the list of contributories, the contributory’s trustee, executor, administrator or other legal representative is liable in due course of administration to contribute to the property of the corporation in discharge of the liability of the deceased contributory and shall be a contributory accordingly.  2010, c. 15, s. 155.
156 (1) The liquidator shall deposit all money that the liquidator has belonging to the corporation and amounting to $100 or more in, (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).  2010, c. 15, s. 156 (1); 2020, c. 36, Sched. 7, s. 327. Separate deposit account (2) The deposit must not be made in the name of the liquidator individually, but a separate deposit account must 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 the money may be withdrawn only by order for payment signed by the liquidator and one of the inspectors, if any.  2010, c. 15, s. 156 (2). Liquidator to produce bank statements (3) At every meeting of the members, the liquidator shall produce a statement of account showing the amount of the deposits, the dates at which they were made, the amounts withdrawn and the dates of withdrawal.  2010, c. 15, s. 156 (3). Same (4) Mention of the production of the statement of account must be made in the minutes of the meeting and, if it is not mentioned, that fact is admissible in evidence as proof, in the absence of evidence to the contrary, that the statement of account was not produced at the meeting.  2010, c. 15, s. 156 (4). Same (5) The liquidator shall also produce the statement of account whenever ordered to do so by the court upon the application of the inspectors, if any, or of a member.  2010, c. 15, s. 156 (5). Section Amendments with date in force (d/m/y) 2020, c. 36, Sched. 7, s. 327 - 01/03/2022
157 For the purpose of proving claims, sections 23, 24 and 25 of the Assignments and Preferences Act apply with necessary modifications, including by changing references to “judge” in those sections to “court”.  2010, c. 15, s. 157.
158 Upon the application of the liquidator or of the inspectors, if any, or of any creditors, the court, after hearing the parties that it directs to be notified or after any
steps that the court directs have been taken, may by order give its direction in any matter arising in the winding up.  2010, c. 15, s. 158.
159 (1) The court may at any time after the commencement of the winding up summon to appear before the court or liquidator any director, officer or employee of the corporation or any other person known or suspected of having possession of any of the property of the corporation, or alleged to be indebted to it, or any person whom the court thinks capable of giving information concerning its property or activities.  2010, c. 15, s. 159 (1).  Damages against delinquent directors, etc. (2) If 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 present or former director, officer, employee, liquidator or receiver of the corporation has misapplied or retained in that person’s own hands, or become liable or accountable for, property of the corporation, or has committed any misfeasance or breach of trust in relation to it, the court may, on the application of the liquidator or of any creditor, member or contributory, examine the conduct of that person and order that person to restore the property so misapplied or retained, or for which that person has become liable or accountable, or to contribute a sum to the property of the corporation by way of compensation in respect of the misapplication, retention, misfeasance or breach of trust, or both, as the court thinks just.  2010, c. 15, s. 159 (2).