jswizzle3737/ontario_laws_and_regs huggingface dataset:
53 (1) Meetings of the members of a corporation must be held within Ontario at the place provided in the by-laws or, in the absence of such a provision, at the place within Ontario that the directors determine.  2010, c. 15, s. 53 (1). Meeting outside Ontario (2) Despite subsection (1), a meeting of the members of a corporation may be held at a place outside Ontario if the place is specified in the articles or all the members entitled to vote at the meeting agree that the meeting is to be held at that place.  2010, c. 15, s. 53 (2). Attending member deemed to agree to location (3) A member who attends a meeting of the members held outside Ontario is deemed to have agreed to it being held outside Ontario except when the member attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held.  2010, c. 15, s. 53 (3). Meeting by telephonic or electronic means (4) Subject to the articles or by-laws and subsection (6), a meeting of the members may be held entirely by one or more telephonic or electronic means or by any combination of in-person attendance and by one or more telephonic or electronic means. 2023, c. 9, Sched. 22, s. 4. Same, articles, etc. (5) In addition to any other matters that the articles or by-laws may provide for with respect to the holding of meetings of the members in accordance with subsection (4), the articles or by-laws may, (a)  limit the manner or manners by which a meeting of the members may be held in accordance with subsection (4); and (b)  specify requirements that apply with respect to the holding of a meeting of the members in a manner described in subsection (4) or in such manner as described by the articles or by-laws made under clause (a). 2023, c. 9, Sched. 22, s. 4. Same, reasonable participation (6) A meeting of the members held in any manner described in subsection (4) or in such manner as described by the articles or by-laws made under subsection (5) must enable all persons entitled to attend the meeting to reasonably participate. 2023, c. 9, Sched. 22, s. 4. Same, persons deemed present at meeting (7) A person who, through telephonic or electronic means, votes at or attends a meeting of the members is deemed for the purposes of this Act to be present in person at the meeting. 2023, c. 9, Sched. 22, s. 4. Same, deemed place of meeting (8) A meeting of the members held in any manner described in subsection (4) or in such manner as described by the articles or by-laws made under subsection (5) is deemed to be held at the place where the registered office of the corporation is located. 2023, c. 9, Sched. 22, s. 4. Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 22, s. 4 - 01/10/2023
54 (1) The directors may fix a date as the record date for, (a)  determining members entitled to receive notice of a meeting of the members; (b)  determining members entitled to vote at a meeting of the members; (c)  determining members entitled to participate in a liquidation distribution; or (d)  determining members for any other purpose.  2010, c. 15, s. 54 (1). Limitation (2) A record date must not be more than 50 days before the day of the event or action to which it relates.  2010, c. 15, s. 54 (2). No fixed record date (3) If no record date is fixed, (a)  the record date for the determination of members entitled to receive notice of a meeting of members or to vote shall be, (i)  at the close of business on the day immediately before the day on which the notice is given, or (ii)  if no notice is given, the day on which the meeting is held; and (b)  the record date for the members for any purpose other than to establish a member’s right to receive notice of a meeting or to vote shall be at the close of business on the day on which the directors pass the relevant resolution.  2010, c. 15, s. 54 (3).
57 (1) Unless the by-laws provide otherwise, the quorum for a meeting of the members is a majority of the members entitled to vote at the meeting, whether present in person or by proxy.  2010, c. 15, s. 57 (1). Opening quorum sufficient (2) If a quorum is present at the opening of a meeting of the members, the members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting, unless the by-laws provide otherwise.  2010, c. 15, s. 57 (2). If no opening quorum (3) If a quorum is not present at the opening of a meeting of the members, the members present may adjourn the meeting to a fixed time and place, but may not transact any other business.  2010, c. 15, s. 57 (3). One member meeting (4) If a corporation has only one member in any class or group of members, the member present in person constitutes a meeting.  2010, c. 15, s. 57 (4).
58 (1) Subject to the articles or by-laws, voting at a meeting of the members shall be by show of hands unless a ballot is demanded by a member or proxyholder entitled to vote at the meeting. 2023, c. 9, Sched. 22, s. 6. Ballot (2) A member or proxyholder may demand a ballot either before or after any vote by show of hands. 2023, c. 9, Sched. 22, s. 6. Voting by telephonic or electronic means (3) Unless the articles or by-laws expressly provide otherwise, a vote at a meeting of the members may be conducted entirely by one or more telephonic or electronic means or by a combination of one or more telephonic or electronic means and voting in person. 2023, c. 9, Sched. 22, s. 6. Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 22, s. 6 - 01/10/2023
59 (1) A resolution signed by all the members entitled to vote on that resolution at a meeting of the members is as valid as if it had been passed at a meeting of the members.  2010, c. 15, s. 59 (1). Same (2) A resolution dealing with a matter required by this Act to be dealt with at a meeting of the members, and signed by all the members entitled to vote at that meeting, satisfies all the requirements of this Act relating to meetings of the members.  2010, c. 15, s. 59 (2). Resolutions kept with minutes (3) The corporation shall keep a copy of every resolution described in subsection (1) or (2) with the minutes of the meetings of members.  2010, c. 15, s. 59 (3). Evidence (4) Unless a ballot is demanded, an entry in the minutes of a meeting to the effect that the chair of the meeting declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.  2010, c. 15, s. 59 (4). Exception (5) Subsections (1) and (2) do not apply in respect of a meeting at which a statement is given by a director under subsection 27 (1) or by an auditor under subsection 75 (4).  2010, c. 15, s. 59 (5).
60 (1) The members of a corporation who hold at least 10 per cent of votes that may be cast at a meeting of the members sought to be held, or a lower percentage that is set out in the by-laws, may requisition the directors to call the meeting for the purposes stated in the requisition.  2010, c. 15, s. 60 (1). Form (2) The requisition, which may consist of several documents of similar form each signed by one or more members, must state the business to be transacted at the meeting and must be sent to each director and to the registered office of the corporation.  2010, c. 15, s. 60 (2). Directors to call requisitioned meeting (3) On receiving a requisition, the directors shall call a meeting of the members to transact the business stated in the requisition unless, (a)  a record date has been fixed under clause 54 (1) (a); (b)  the directors have called a meeting of the members and have given notice of the meeting under section 55; or (c)  the business of the meeting as stated in the requisition includes a matter described in clause 56 (6) (b), (c), (d), (e) or (f).  2010, c. 15, s. 60 (3). Member may call meeting (4) If the directors do not call a meeting within 21 days after receiving the requisition, any member who signed the requisition may call the meeting.  2010, c. 15, s. 60 (4). Procedure (5) A meeting called under this section shall be called as nearly as possible in the manner in which meetings are to be called under the by-laws and this Part.  2010, c. 15, s. 60 (5). Reimbursement (6) Unless the members resolve otherwise at a meeting called under subsection (4), the corporation shall reimburse the members for the expenses reasonably incurred by them in requisitioning, calling and holding the meeting.  2010, c. 15, s. 60 (6).
61 (1) The court, on the application of a director or a member who is entitled to vote at a meeting of the members, may order a meeting of the members of a corporation to be called, held and conducted in the manner that the court directs, if, (a)  it is not practical to call the meeting within the time or in the manner in which it is otherwise to be called; (b)  it is not practical to conduct the meeting in the manner required by this Act or the by-laws; or (c)  the court thinks that the meeting should be called, held and conducted within the time or in the manner that it directs for any other reason.  2010, c. 15, s. 61 (1). Varying quorum (2) Without restricting the generality of subsection (1), the court may order that the quorum required by the by-laws or this Act be varied or dispensed with at a meeting called, held and conducted under this section.  2010, c. 15, s. 61 (2). Valid meeting (3) A meeting called, held and conducted under this section is for all purposes a meeting of members of the corporation duly called, held and conducted.  2010, c. 15, s. 61 (3).
62 No waiver of the rights of a member is valid unless otherwise provided for in this Act.  2010, c. 15, s. 62. PART VI   PROXIES
63 In this Part, “proxy” means an authorization by means of which a member has appointed a proxyholder to attend and act on the member’s behalf at a meeting of the members.  2010, c. 15, s. 63.
64 (1) Subject to subsection (1.1), every member entitled to vote at a meeting of the members may by means of a proxy appoint a proxyholder or one or more alternate proxyholders as the member’s nominee to attend and act at the meeting in the manner, to the extent and with the authority conferred by the proxy. 2017, c. 20, Sched. 8, s. 16. Limitation (1.1) A member may appoint a proxyholder only if the articles or by-laws of the corporation permit it. 2017, c. 20, Sched. 8, s. 16. Who may be proxyholder (1.2) A proxyholder need not be a member of the corporation unless so required by the articles or by-laws of the corporation. 2017, c. 20, Sched. 8, s. 16. Signature (2) A proxy must be signed, (a)  by the member or the member’s attorney; or (b)  if the member is a body corporate, by an officer or attorney of the body corporate duly authorized. 2010, c. 15, s. 64 (2). Form of proxy (3) Every proxy must be in a form that complies with the regulations. 2010, c. 15, s. 64 (3). Time limit for deposit (4) The directors may by resolution fix a time not exceeding 48 hours, excluding Saturdays and holidays, before any meeting or continuance of an adjourned meeting of the members before which time proxies to be used at that meeting must be deposited with the corporation or an agent of the corporation, and any period of time so fixed must be specified in the notice calling the meeting. 2010, c. 15, s. 64 (4). Validity (5) A proxy is valid only at the meeting for which it is given or, if that meeting is adjourned, at the meeting that continues the adjourned meeting. 2010, c. 15, s. 64 (5). Revocation (6) A member may revoke a proxy, (a)  by depositing in accordance with subsection (7) a revocation that is signed by the member or by the member’s attorney; or (b)  in any other manner permitted by law. 2010, c. 15, s. 64 (6). Time of revocation (7) The revocation must be received, (a)  at the registered office of the corporation at any time up to and including the last business day before the day of the meeting or, if the meeting is adjourned, of the continued meeting, at which the proxy is to be used; or (b)  by the chair of the meeting on the day of the meeting or, if it is adjourned, of the continued meeting. 2010, c. 15, s. 64 (7). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 16 - 19/10/2021 65 Repealed: 2017, c. 20, Sched. 8, s. 17. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 17 - 19/10/2021
66 (1) A person who is appointed a proxyholder shall attend in person, or cause an alternate proxyholder to attend, the meeting in respect of which the proxy is given and shall comply with the directions of the member who appointed the person.  2010, c. 15, s. 66 (1). Rights of proxyholder (2) A proxyholder or an alternate proxyholder has the same rights as the member who appointed him or her to speak at a meeting of the members in respect of any matter, to vote by way of ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one member, to vote at the meeting in respect of any matter by way of a show of hands.  2010, c. 15, s. 66 (2). Vote by show of hands (3) Despite subsections (1) and (2), if the chair of a meeting of the members declares to the meeting that, to the best of his or her belief, if a ballot is conducted, the total number of votes of members represented at the meeting by proxy required to be voted against a matter or group of matters to be decided at the meeting is less than 5 per cent of all the votes that might be cast at the meeting on such ballot, and if a member, proxyholder or alternate proxyholder does not demand a ballot, (a)  the chair may conduct the vote in respect of that matter or group of matters by a show of hands; and (b)  a proxyholder or alternate proxyholder may vote in respect of that matter or group of matters by a show of hands.  2010, c. 15, s. 66 (3). Vote may be by telephonic or electronic means (4) For clarity, unless the by-laws expressly provide otherwise, a vote referred to in subsection (2) or (3) may be conducted entirely by one or more telephonic or electronic means or by a combination of one or more telephonic means and voting in person. 2023, c. 9, Sched. 22, s. 7. Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 22, s. 7 - 01/10/2023
67 (1) A corporation may provide in its by-laws for voting by mail or by telephonic or electronic means, in addition to or instead of voting by proxy.  2010, c. 15, s. 67 (1). (2) Repealed: 2023, c. 9, Sched. 22, s. 8. Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 22, s. 8 - 01/10/2023 PART VII   AUDITORS
68 (1) Subject to section 76, at each annual meeting, members of a corporation shall by ordinary resolution appoint, (a)  an auditor to hold office until the close of the next annual meeting; or (b)  a person to conduct a review engagement of the corporation.  2010, c. 15, s. 68 (1). Eligibility of director-appointed auditor (2) An auditor appointed at the first meeting of the directors held under subsection 32 (1) is eligible for appointment under subsection (1).  2010, c. 15, s. 68 (2). Incumbent auditor (3) If an auditor is not appointed at a meeting of the members and if no resolution is passed under section 76, the incumbent auditor continues in office until a successor is appointed.  2010, c. 15, s. 68 (3). Remuneration (4) The remuneration of an auditor or person appointed to conduct a review engagement may be fixed by ordinary resolution of the members or, if not so fixed, shall be fixed by the directors.  2010, c. 15, s. 68 (4).
69 (1) In order to be an auditor of a corporation or to conduct a review engagement of a corporation, a person must be permitted to conduct an audit or review engagement of the corporation under the Public Accounting Act, 2004 and be independent of the corporation, any of its affiliates, and the directors and officers of the corporation and its affiliates.  2010, c. 15, s. 69 (1). Independence (2) For the purpose of this section, (a)  independence is a question of fact; and (b)  a person is deemed not to be independent if that person or their business partner, (i)  is a business partner, a director, an officer or an employee of the corporation or any of its affiliates, or is a business partner of any director, officer or employee of the corporation or any of its affiliates, (ii)  beneficially owns or controls, directly or indirectly, a material interest in the debt obligations of the corporation or any of its affiliates, or (iii)  has been a receiver, receiver-manager, liquidator or trustee in bankruptcy of the corporation or any of its affiliates within two years before the person is proposed to be appointed as auditor of the corporation or to conduct a review engagement of the corporation.  2010, c. 15, s. 69 (2). Business partners (3) For the purpose of subclause (2) (b) (i), a body corporate’s business partner includes a shareholder or member of the body corporate.  2010, c. 15, s. 69 (3). Duty to resign (4) An auditor or person appointed to conduct a review engagement who is disqualified under this section shall resign immediately after becoming aware of the disqualification.  2010, c. 15, s. 69 (4). Disqualification order (5) On the application of an interested person, the court may make an order declaring a person to be disqualified under this section and the position of auditor or of a person appointed to conduct a review engagement to be vacant.  2010, c. 15, s. 69 (5).
70 (1) An auditor of a corporation or a person appointed to conduct a review engagement of a corporation ceases to hold that position when the auditor or person, (a)  dies or resigns; (b)  is declared disqualified under subsection 69 (5); or (c)  is removed under section 71.  2010, c. 15, s. 70 (1). Effective date of resignation (2) A resignation of an auditor or person appointed to conduct a review engagement becomes effective at the time the resignation is given to the corporation or at the time specified in the resignation, whichever is later.  2010, c. 15, s. 70 (2).
71 (1) The members of a corporation may remove an auditor, other than an auditor appointed by a court under section 73, or a person appointed to conduct a review engagement from their position by ordinary resolution at a special meeting.  2010, c. 15, s. 71 (1). Vacancy (2) A vacancy created by the removal of an auditor or person appointed to conduct a review engagement may be filled at the meeting at which the auditor or person is removed or, if not so filled, may be filled under section 72.  2010, c. 15, s. 71 (2). Filling vacancy
72 (1) Subject to subsection (3), the directors shall immediately fill a vacancy in the position of auditor or of a person appointed to conduct a review engagement.  2010, c. 15, s. 72 (1). By members (2) If there is not a quorum of directors, the directors then in office shall, within 30 days after the vacancy occurs, call a special meeting of the members to fill the vacancy and, if they fail to call a meeting or if there are no directors, any member may call the meeting.  2010, c. 15, s. 72 (2). Same (3) The articles of a corporation may provide that a vacancy in the position of auditor or of a person appointed to conduct a review engagement shall only be filled by vote of the members.  2010, c. 15, s. 72 (3). Unexpired term (4) An auditor or other person appointed to fill a vacancy may act for the unexpired term of the auditor’s or other person’s predecessor.  2010, c. 15, s. 72 (4).
73 (1) If a corporation does not have an auditor, the court may, on the application of a member of the corporation, appoint and fix the remuneration of an auditor. 2010, c. 15, s. 73 (1); 2017, c. 20, Sched. 8, s. 18. Term (2) An auditor appointed under subsection (1) holds office until an auditor is appointed by the members of the corporation. 2010, c. 15, s. 73 (2). Exception (3) Subsection (1) does not apply if the members have resolved under section 76 to not appoint an auditor. 2010, c. 15, s. 73 (3). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 18 - 19/10/2021
74 (1) A corporation or a director or member of the corporation may apply to the court to determine any controversy with respect to an appointment of an auditor of the corporation.  2010, c. 15, s. 74 (1). Powers of court (2) On an application under this section, the court may make any order that it thinks fit, including an order, (a)  restraining an auditor whose appointment is disputed from acting pending determination of the dispute; and (b)  declaring the result of the disputed appointment.  2010, c. 15, s. 74 (2).
75 (1) An auditor is entitled to attend every meeting of the members at the expense of the corporation and to be heard on matters relating to the auditor’s duties.  2010, c. 15, s. 75 (1). Duty to attend and answer questions (2) If a director or member, whether or not the member is entitled to vote at the meeting, gives notice not less than 21 days before a meeting of the members to the auditor or a former auditor of the corporation, the auditor or former auditor shall attend the meeting at the expense of the corporation and answer questions relating to their duties.  2010, c. 15, s. 75 (2). Notice to corporation (3) A director or member who gives the notice under subsection (2) shall give a copy of the notice to the corporation at the same time.  2010, c. 15, s. 75 (3). Statement of auditor (4) Subject to the by-laws, an auditor is entitled to give the corporation a statement giving reasons, (a)  for resigning; or (b)  for opposing the auditor’s removal if a meeting of the members is called for the purpose of removing the auditor.  2010, c. 15, s. 75 (4). Other statements (5) If a meeting is called to replace the auditor, the corporation shall make a statement respecting the reasons for the replacement and the proposed replacement auditor may make a statement respecting the corporation’s reasons.  2010, c. 15, s. 75 (5). Circulating statement (6) The corporation shall immediately give the members a copy of the statements referred to in subsections (4) and (5).  2010, c. 15, s. 75 (6). Statement from previous auditor (7) No person shall accept an appointment or consent to be appointed as an auditor of a corporation to replace an auditor who has resigned, been removed or whose term of office has expired or is about to expire or whose office has been declared vacant until the person has requested and received from that auditor a statement of the circumstances and the reasons, in that auditor’s opinion, for the auditor’s replacement.  2010, c. 15, s. 75 (7). Exception (8) A person otherwise qualified may accept an appointment or consent to be appointed as an auditor if, within 10 days after making a request under subsection (7), the person does not receive a reply from the previous auditor.  2010, c. 15, s. 75 (8). Effect of non-compliance (9) The appointment of a person who does not make a request under subsection (7) is void.  2010, c. 15, s. 75 (9). Dispensing with audits, etc.
76 (1) Members of a public benefit corporation may pass an extraordinary resolution, (a)  to have a review engagement instead of an audit in respect of the corporation’s financial year if the corporation had annual revenue in that financial year of more than $100,000 or such other prescribed amount and less than $500,000 or such other prescribed amount; or (b)  to not appoint an auditor and to not have an audit or a review engagement in respect of the corporation’s financial year if the corporation had annual revenue in that financial year of $100,000 or less or such other prescribed amount.  2010, c. 15, s. 76 (1). Other corporations (2) Members of a corporation other than a public benefit corporation may pass an extraordinary resolution, (a)  to have a review engagement instead of an audit in respect of the corporation’s financial year if the corporation had annual revenue in that financial year of more than $500,000 or such other prescribed amount; or (b)  to not appoint an auditor and to not have an audit or a review engagement in respect of the corporation’s financial year if the corporation had annual revenue in that financial year of $500,000 or less or such other prescribed amount.  2010, c. 15, s. 76 (2). Validity of resolution (3) An extraordinary resolution passed under this section is valid until the next annual meeting of the members.  2010, c. 15, s. 76 (3). Definition (4) In this section, “extraordinary resolution” means a resolution that is, (a)  submitted to a special meeting of the members of a corporation duly called for the purpose of considering the resolution and passed at the meeting, with or without amendment, by at least 80 per cent of the votes cast, or (b)  consented to by each member of the corporation entitled to vote at a meeting of the members or the member’s attorney.  2010, c. 15, s. 76 (4).
77 (1) An auditor of a corporation or a person appointed to conduct a review engagement of a corporation shall examine the financial statements that are required by section 84 to be placed before the members as is necessary to enable the auditor or other person to report on the financial statements.  2010, c. 15, s. 77 (1). Same (2) The auditor or other person shall report on the financial statements in accordance with the regulations and with generally accepted auditing or review engagement standards, as the case may be.  2010, c. 15, s. 77 (2).
78 (1) After conducting an audit or a review engagement, the auditor or other person shall report on the financial statements required by section 84 to be placed before the members.  2010, c. 15, s. 78 (1). Holding corporation auditor may rely on other auditor (2) Despite section 79, an auditor of a holding corporation or person appointed to conduct a review engagement of a holding corporation may reasonably rely on the audit or review engagement report of a body corporate or an unincorporated business the accounts of which are included in whole or in part in the financial statements of the holding corporation.  2010, c. 15, s. 78 (2). Reasonableness (3) For the purpose of subsection (2), reasonableness is a question of fact.  2010, c. 15, s. 78 (3). Application (4) Subsection (2) applies whether or not the financial statements of the holding corporation reported on by the auditor or person who conducted a review engagement are in consolidated form.  2010, c. 15, s. 78 (4).
79 (1) The auditor of a corporation or other person who is conducting a review engagement may, if they are of the opinion that it is necessary in order to conduct the audit or review engagement of the corporation and to make the report required under section 78,  (a)  demand that the present or former directors, officers, employees or agents of the corporation give the auditor or other person any information and explanations and access to records, documents, books, accounts and vouchers of the corporation or of any of its subsidiaries; and (b)  demand that the directors of the corporation obtain from the former directors, officers, employees or agents of any subsidiary of the corporation information and explanations that they are reasonably able to give.  2010, c. 15, s. 79 (1). Same (2) A person to whom a demand is made under subsection (1) shall give the auditor or other person the requested information, explanations and access if they are reasonably able to do so.  2010, c. 15, s. 79 (2). No civil liability (3) A person who in good faith makes an oral, written or other form of communication under subsection (1) or (2) is not liable in any civil proceeding arising from having made the communication.  2010, c. 15, s. 79 (3).
80 (1) A corporation may have an audit committee comprising one or more directors and the majority of the committee must not be officers or employees of the corporation or of any of its affiliates.  2010, c. 15, s. 80 (1); 2023, c. 9, Sched. 22, s. 9. Auditor’s attendance (2) The corporation shall give the auditor or person appointed to conduct a review engagement notice of the time and place of any meeting of the audit committee. The auditor or person appointed to conduct a review engagement is entitled to attend the meeting at the expense of the corporation and be heard, and shall attend every meeting of the committee if requested to do so by one of its members.  2010, c. 15, s. 80 (2). Calling meeting (3) The auditor, the person appointed to conduct a review engagement or a member of the audit committee may call a meeting of the committee.  2010, c. 15, s. 80 (3). Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 22, s. 9 - 01/10/2023
81 (1) A director or an officer shall immediately notify the audit committee, if the corporation has one, and the auditor or person who conducted a review engagement of the corporation of any error or misstatement of which the director or officer becomes aware in a financial statement prepared as part of an audit or review engagement.  2010, c. 15, s. 81 (1). Directors to be informed (2) An auditor or former auditor of a corporation or another person who conducted a review engagement of a corporation who is notified or becomes aware of an error or misstatement in a financial statement prepared as part of an audit or review engagement shall, if in the opinion of the auditor, former auditor or other person, the error or misstatement is material, inform each director accordingly.  2010, c. 15, s. 81 (2). Duty of directors (3) When the auditor, former auditor or other person informs the directors of an error or misstatement in a financial statement, the directors shall prepare and issue revised financial statements or otherwise inform the members.  2010, c. 15, s. 81 (3).
82 Any statement or report made under this Act orally, in writing or in another format by the auditor or former auditor of a corporation has qualified privilege.  2010, c. 15, s. 82. PART VIII   FINANCIAL DISCLOSURE
83 (1) The directors shall approve annual financial statements of the corporation that relate to the period that began immediately after the end of the last completed financial year and ended not more than six months before the annual meeting or, if the corporation has not completed a financial year, that began on the date the corporation came into existence and ended not more than six months before the annual meeting.  2010, c. 15, s. 83 (1). Same (2) The approval of the directors must be evidenced by the signature of one or more directors.  2010, c. 15, s. 83 (2). Duty of committee (3) If the corporation has an audit committee, the audit committee shall review the financial statements of the corporation before they are approved by the directors.  2010, c. 15, s. 83 (3). Same (4) A corporation shall not issue, publish or circulate copies of the annual financial statements unless they are, (a)  approved and signed in accordance with subsections (1) and (2); and (b)  accompanied by the audit or review engagement report, if any.  2010, c. 15, s. 83 (4).
84 (1) The directors of a corporation shall place before the members at every annual meeting, (a)  the financial statements approved by the directors under subsection 83 (1); (b)  the report of the auditor or of the person who conducted a review engagement, as the case may be; and (c)  any further information respecting the financial position of the corporation and the results of its operations required by the articles or the by-laws. 2010, c. 15, s. 84 (1). Copy to members (2) Not less than 21 days, or a prescribed number of days, before each annual meeting of the members or before the signing of a resolution under section 59 in lieu of the annual meeting, a corporation shall give a copy of the documents referred to in subsection (1) to all members who have informed the corporation that they wish to receive a copy of those documents. 2010, c. 15, s. 84 (2); 2017, c. 20, Sched. 8, s. 19. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 19 - 19/10/2021 PART Ix   Corporate Finance
85 (1) Unless the articles or the by-laws provide otherwise, the directors of a corporation may, without authorization of the members, (a)  borrow money on the credit of the corporation; (b)  issue, reissue, sell or pledge debt obligations of the corporation; (c)  give a guarantee on behalf of the corporation to secure performance of an obligation of any person; and (d)  mortgage, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any obligation of the corporation.  2010, c. 15, s. 85 (1). Delegation of borrowing powers (2) Despite subsection 36 (2) and clause 42 (1) (a), unless the articles or the by-laws provide otherwise, the directors may by resolution delegate the powers referred to in subsection (1) to a director, a committee of directors or an officer.  2010, c. 15, s. 85 (2).
86 Subject to the articles and the by-laws, the directors may require members to make an annual contribution or pay annual dues and may determine the manner in which the contribution is to be made or the dues are to be paid.  2010, c. 15, s. 86.
87 A corporation owns any property of any kind that is transferred to or otherwise vested in the corporation and does not hold any property in trust unless that property was transferred to the corporation expressly in trust for a specific purpose or purposes.  2010, c. 15, s. 87.
88 A corporation may invest its funds as its directors think fit, subject to its articles or by-laws or any limitations accompanying a gift.  2010, c. 15, s. 88.
89 (1) No part of a corporation’s profits or of its property or accretions to the value of the property may be distributed, directly or indirectly, to a member, a director or an officer of the corporation except in furtherance of its activities or as otherwise permitted by this Act.  2010, c. 15, s. 89 (1). Distribution to a member upon termination of membership (2) Despite subsection (1) and subject to the articles and the by-laws, a corporation that is not a public benefit corporation may distribute the fair value of a membership to a member upon termination of that member’s membership.  2010, c. 15, s. 89 (2).
90 A corporation may accept a membership in the corporation surrendered to it as a gift and may extinguish or reduce a liability respecting an amount unpaid on that membership.  2010, c. 15, s. 90.
91 (1) The members of a corporation are not, in that capacity, liable for any liability of the corporation, or any act or default of the corporation, except as otherwise provided by this Act.  2010, c. 15, s. 91 (1). Lien on membership (2) The articles may provide that the corporation has a lien on a membership registered in the name of a member or the member’s legal representative for a debt of that member to the corporation, including an amount unpaid in respect of a membership issued by a body corporate.  2010, c. 15, s. 91 (2). Enforcement of lien (3) A corporation may enforce a lien referred to in subsection (2) in accordance with its by-laws.  2010, c. 15, s. 91 (3). PART X   Records
92 (1) A corporation shall prepare and maintain records containing, (a)  the corporation’s articles and by-laws, and amendments to them; (b)  the minutes of meetings of the members and of any committee of members; (c)  the resolutions of the members and of any committee of members; (d)  the minutes of meetings of the directors and of any committee of directors; (e)  the resolutions of the directors and of any committee of directors; (f)  a register of directors; (g)  a register of officers; (h)  a register of members; (i)  accounting records adequate to enable the directors to ascertain the financial position of the corporation with reasonable accuracy on a quarterly basis; and (j)  a register of ownership interests in land complying with section 92.1. 2010, c. 15, s. 92 (1); 2015, c. 38, Sched. 7, s. 55 (1). Content of registers of officers and members (2) The registers referred to in clauses (1) (f), (g) and (h) must contain prescribed information. 2010, c. 15, s. 92 (2). Retention of accounting records (3) Subject to any other Act or rule of a taxing authority that requires a longer retention period, a corporation shall retain the accounting records referred to in clause (1) (i) for six years. 2010, c. 15, s. 92 (3). Transition (4) If a corporation is incorporated or continued under this Act or a predecessor of it, clause (1) (j) applies to the corporation in respect of its ownership interests in land in accordance with the following rules: 1.  If the corporation is incorporated or continued before the day section 2 of the Forfeited Corporate Property Act, 2015 comes into force, clause (1) (j) applies on and after the later of the following days: i.  The second anniversary of the day section 2 of the Forfeited Corporate Property Act, 2015 comes into force. ii.  The day subsection 4 (1) of this Act comes into force. 2.  If the corporation is incorporated or continued on or after the day section 2 of the Forfeited Corporate Property Act, 2015 comes into force, clause (1) (j) applies on and after the later of the following days: i.  The day the corporation is incorporated or continued. ii.  The day subsection 4 (1) of this Act comes into force. 2015, c. 38, Sched. 7, s. 55 (2). Section Amendments with date in force (d/m/y) 2015, c. 38, Sched. 7, s. 55 (1, 2) - 19/10/2021
92.1 (1) A corporation shall prepare and maintain at its registered office a register of its ownership interests in land in Ontario. 2015, c. 38, Sched. 7, s. 55 (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. 55 (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. 55 (3). Section Amendments with date in force (d/m/y) 2015, c. 38, Sched. 7, s. 55 (3) - 19/10/2021
93 (1) A corporation shall keep the records described in clauses 92 (1) (a), (b), (c), (f), (g) and (h) at the corporation’s registered office or another place in Ontario designated by the directors. 2010, c. 15, s. 93 (1). Same (2) A corporation shall keep the records described in clauses 92 (1) (d), (e) and (i) at the corporation’s registered office or another place designated by the directors. 2010, c. 15, s. 93 (2). Same (2.1) A corporation shall keep the register described in clause 92 (1) (j) at the corporation’s registered office. 2015, c. 38, Sched. 7, s. 55 (4). When records or registers are kept outside Ontario (3) Despite subsections (1) and (2), but subject to federal and Ontario tax statutes or any other Act, a corporation may keep all or any of its records described in subsection 92 (1) at a place outside Ontario if, (a)  the records are available for inspection, by means of any technology, during regular office hours at the registered office; and (b)  the corporation provides the technical assistance to facilitate an inspection of the records.  2010, c. 15, s. 93 (3). Exception (4) Subsection (3) does not apply to records in respect of the register described in clause 92 (1) (j). 2015, c. 38, Sched. 7, s. 55 (5). Section Amendments with date in force (d/m/y) 2015, c. 38, Sched. 7, s. 55 (4, 5) - 19/10/2021
94 (1) The records described in subsection 92 (1) must be open to inspection by the directors during the corporation’s regular office hours.  2010, c. 15, s. 94 (1). Same (2) The corporation shall, at the request of any director, provide the director with any extract of the records free of charge.  2010, c. 15, s. 94 (2). Inspection by remote means (3) A corporation may, but is not required to, permit a director to inspect any or all of the records described in subsection 92 (1) remotely at any time by means of any technology and may provide the director any extract of the records by such means. 2023, c. 9, Sched. 22, s. 10. Same (4) If a corporation provides a director with any extracts of the records in accordance with subsection (3), the corporation shall not charge the director for the extracts. 2023, c. 9, Sched. 22, s. 10. Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 22, s. 10 - 01/10/2023
95 (1) A member, a member’s attorney or legal representative and a creditor of a corporation may examine and, on payment of a reasonable fee, take extracts from the records referred to in clauses 92 (1) (a), (b), (c), (f), (g), (h) and (j) during the corporation’s regular office hours. 2010, c. 15, s. 95 (1); 2015, c. 38, Sched. 7, s. 55 (6). Same, examination by remote means (1.1) A corporation may, but is not required to, permit a member, a member’s attorney or legal representative or a creditor of the corporation to examine any or all of the records mentioned in clauses 92 (1) (a), (b), (c), (f), (g), (h) and (j) remotely at any time by means of any technology and may also permit the person to take extracts by such means. 2023, c. 9, Sched. 22, s. 11. Same (1.2) A corporation may permit a person to take extracts in accordance with subsection (1.1) if the person pays a reasonable fee. 2023, c. 9, Sched. 22, s. 11. Members entitled to free copy of articles and by-laws (2) A member of a corporation is entitled on request and free of charge to one copy of the articles and by-laws, including any amendments to them. 2010, c. 15, s. 95 (2). Section Amendments with date in force (d/m/y) 2015, c. 38, Sched. 7, s. 55 (6) - 19/10/2021 2023, c. 9, Sched. 22, s. 11 - 01/10/2023
96 (1) A member or a member’s attorney or legal representative who wishes to examine the register of members of a corporation shall first make a request to the corporation or its agent accompanied by a statutory declaration described in subsection (3).  As soon as is practical, the corporation or its agent shall allow the applicant access to the register during the corporation’s regular office hours and, on payment of a reasonable fee, provide the applicant with an extract from the register.  2010, c. 15, s. 96 (1). Examination by remote means (1.1) A corporation or its agent may, but is not required to, permit an applicant under subsection (1) to examine the register of members remotely at any time by means of any technology and may, on payment of a reasonable fee, provide the applicant with an extract from the register by such means. 2023, c. 9, Sched. 22, s. 12. Corporation to provide list of members (2) Any person described in subsection (1), on payment of a reasonable fee and on giving a corporation or its agent the statutory declaration described in subsection (3), may on application require the corporation or its agent to give the person a current list of members setting out the names and addresses of each member and such additional information as is required by the by-laws as soon as is practical.  2010, c. 15, s. 96 (2). Contents of statutory declaration (3) The statutory declaration required under subsection (1) or (2) must, (a)  state the name and address of the applicant and, if the applicant is a body corporate, its address for service; and (b)  state that the list of members or the information contained in the register of members obtained under subsection (1) will not be used except as permitted under subsection (5).  2010, c. 15, s. 96 (3). Same (4) If the applicant is a body corporate, the statutory declaration must be made by a director or officer of the body corporate.  2010, c. 15, s. 96 (4). Use of information or list (5) A member or a member’s attorney or legal representative who obtains a list of members or information from a register of members under this section shall not use the list or information except in connection with, (a)  an effort to influence the voting of members; (b)  requisitioning a meeting of the members; or (c)  another matter relating to the affairs of the corporation.  2010, c. 15, s. 96 (5). Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 22, s. 12 - 01/10/2023
97 (1) A corporation shall keep at its registered office, (a)  the consents to act as a director, in the approved form, (i)  of each individual who is named in the articles as a first director and who is not an incorporator, and (ii)  of each individual who is named in the articles as a first director and who is an incorporator, if the articles are filed with the Director in an electronic format and the consent is required by the regulations; and (b)  the consents to act as a director of each individual who is elected or appointed a director of the corporation. 2017, c. 20, Sched. 8, s. 20 (1). Inspection of consent (2) Upon request and without charge, the corporation shall permit a director, member or creditor to inspect a consent kept under subsection (1) during the corporation’s regular office hours and to make a copy of it. 2010, c. 15, s. 97 (2). Same, inspection by remote means (2.1) The corporation may, but is not required to, permit a director, member or creditor to inspect a consent kept under subsection (1) remotely at any time by means of any technology and may also permit the person to make a copy by such means. 2023, c. 9, Sched. 22, s. 13. Same, no charge for inspection, copies (2.2) If the corporation permits a director, member or creditor to inspect a consent or make copies in accordance with subsection (2.1), the corporation shall not charge the person for the inspection or the copies. 2023, c. 9, Sched. 22, s. 13. Director may require copy of consent (3) The Director may, at any time by notice, require that a copy of a consent kept under subsection (1) be provided to the Director within the time period set out in the notice. 2017, c. 20, Sched. 8, s. 20 (2). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 20 (1, 2) - 19/10/2021 2023, c. 9, Sched. 22, s. 13 - 01/10/2023
98 (1) A corporation shall keep at its registered office a copy of the financial statements of each of its subsidiaries and of each body corporate the accounts of which are consolidated in the financial statements of the corporation.  2010, c. 15, s. 98 (1). Members’ right to examine (2) Members of a corporation and their attorneys or legal representatives may on request and free of charge examine the financial statements referred to in subsection (1) during the corporation’s regular office hours and make copies or take extracts of them.  2010, c. 15, s. 98 (2). Examination by remote means (2.1) A corporation may, but is not required to, permit a member or their attorney or legal representative to examine the financial statements referred to in subsection (1) remotely at any time by means of any technology and may also permit the person to make copies or take extracts by such means. 2023, c. 9, Sched. 22, s. 14. Same (2.2) If a corporation permits a member or their attorney or legal representative to examine the financial statements or make copies or take extracts in accordance with subsection (2.1), the corporation shall not charge the person for the examination or the copies or extracts. 2023, c. 9, Sched. 22, s. 14. Court order barring examination (3) On the application of a corporation made within 15 days after receiving a request to examine the financial statements, the court may bar the right to examine the statements and may make any further order that it thinks fit if it is satisfied that the examination would be detrimental to the corporation or a subsidiary.  2010, c. 15, s. 98 (3). Notice of court application (4) A corporation shall give the person asking to examine the financial statements notice of an application under subsection (3), and the person may appear and be heard in person or by counsel.  2010, c. 15, s. 98 (4). Subsidiary corporation exception (5) A subsidiary corporation is not required to comply with this section if the financial statements of its holding corporation are in consolidated or combined form and include the accounts of the subsidiary.  2010, c. 15, s. 98 (5). Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 22, s. 14 - 01/10/2023