jswizzle3737/ontario_laws_and_regs huggingface dataset:
160 (1) If a member of the corporation desires to cause any proceeding to be taken that, in the member’s opinion, would be for the benefit of the corporation, and the liquidator, under the authority of the members or of the inspectors, if any, refuses or neglects to take the proceeding after being required to do so, the member may obtain an order of the court authorizing the member to take the proceeding in the name of the liquidator or corporation, but at the member’s own expense and risk, upon the terms and conditions as to indemnity to the liquidator or corporation as may be specified by the court.  2010, c. 15, s. 160 (1).
 Benefits: when for members (2) Any benefit derived from a proceeding under subsection (1) belongs exclusively to the member causing the institution of the proceeding for the member’s benefit and that of any other member who has joined together in causing the institution of the proceeding.  2010, c. 15, s. 160 (2). Benefits: when for corporation (3) If, before the order is granted, the liquidator
notifies the court of the liquidator’s readiness to institute the proceeding for the benefit of the corporation, the court shall make an order specifying the time within which the liquidator is to institute the proceeding, and in that case the advantage derived from the proceeding, if instituted within that time, belongs to the corporation.  2010, c. 15, s. 160 (3).
161 The rights conferred by this Act are in addition to any other right to institute a proceeding against any contributory, or against any debtor of the corporation, for the recovery of any sum due from the contributory or debtor or their estate.  2010, c. 15, s. 161.
162 At any time during a winding up, the court, upon the application of a member, creditor or contributory and upon proof to its satisfaction that all proceedings in relation to the winding up ought to be stayed, may make an order staying the proceedings altogether or for a limited time on the terms and subject to the conditions that the court thinks fit.  2010, c. 15, s. 162.
163 (1) If the liquidator is unable to pay all the debts of the corporation because a creditor is unknown or a creditor’s whereabouts is unknown, the liquidator may, by agreement with the Public Guardian and Trustee, pay to the Public Guardian and Trustee an amount equal to the amount of the debt due to the creditor to be held in trust for the creditor, and subsections 167 (4) and (5) apply to the payment to the Public Guardian and Trustee.  2010, c. 15, s. 163 (1). Same (2) A payment under subsection (1) is deemed to be in satisfaction of the debt for the purposes of winding up.  2010, c. 15, s. 163 (2).
164 (1) If the liquidator is unable to distribute rateably the property of the corporation among the members of a corporation that is not a public benefit corporation because a member’s whereabouts is unknown, the share of the property of the corporation of that member may, by agreement with the Public Guardian and Trustee, be delivered or conveyed by the liquidator to the Public Guardian and Trustee to be held in trust for the member.  2010, c. 15, s. 164 (1). Same (2) Subsections 167 (4) and (5) apply to the property delivered or conveyed to the Public Guardian and Trustee under subsection (1).  2010, c. 15, s. 164 (2). Same (3) A delivery or conveyance under subsection (1) is deemed to be a distribution to that member of their rateable share for the purposes of the winding up.  2010, c. 15, s. 164 (3).
165 (1) If a corporation has been wound up under sections 123 to 164 and is about to be dissolved, its documents and records and those of the liquidator may be disposed of, (a)  as it by resolution directs in the case of a voluntary winding up; or (b)  as the court directs in the case of a winding up under an order.  2010, c. 15, s. 165 (1). Same (2) After the expiration of five years after the date of the dissolution of the corporation, no responsibility rests on it or the liquidator, or anyone to whom the custody of the documents and records has been committed, by reason that the documents or records or any of them are not forthcoming to any person claiming to be interested in them.  2010, c. 15, s. 165 (2).
166 A corporation may be dissolved if it is authorized to do so by,  (a)  a special resolution passed at a meeting of the members duly called for the purpose; or (b)  the consent of all the members entitled to vote at a meeting of the members.  2010, c. 15, s. 166.
168 (1) Upon receipt of the articles of dissolution, together with any required documents and information and the required fee, the Director shall issue a certificate of dissolution by endorsing the articles in accordance with section 201, and the endorsed articles constitute the certificate of dissolution. 2017, c. 20, Sched. 8, s. 39. Exception, registered owner of land (2) Despite subsection (1), the Director may refuse to endorse the articles of dissolution if the Director learns that the corporation is a registered owner of land in Ontario. 2017, c. 20, Sched. 8, s. 39. Section Amendments with date in force (d/m/y) 2015, c. 38, Sched. 7, s. 55 (8) - no effect - see 2017, c. 20, Sched. 8, s. 145 - 14/11/2017 2017, c. 20, Sched. 8, s. 39 - 19/10/2021
172 (1) Despite the dissolution of a corporation, each member to whom any of its property has been distributed is liable to any person claiming under section 171 to the extent of the amount received by that member upon the distribution, and an action to enforce such liability may be brought.  2010, c. 15, s. 172 (1).  Parties to action and amount of contribution (2) The court may order an action referred to in subsection (1) to be brought against the persons who were members as a class, subject to the conditions that the court thinks fit and, if the plaintiff establishes their claim, the court may refer the proceedings to a referee or other officer of the court who may, (a)  add as a party to the proceedings before him or her each person who was a member found by the plaintiff; (b)  determine, subject to subsection (1), the amount that each person who was a member shall contribute towards satisfaction of the plaintiff’s claim; and (c)  direct payment of the amounts so determined.  2010, c. 15, s. 172 (2). Definition (3) In this section, “member” includes the heirs and the trustees, executors, administrators or other legal representatives of a member.  2010, c. 15, s. 172 (3).
173 (1) If a corporation is dissolved, any of its property that has not been disposed of on the date of dissolution immediately forfeits to and vests in the Crown. 2015, c. 38, Sched. 7, s. 55 (14). Exception (2) Despite subsection (1) and subject to subsections 171 (1.1) and (1.2), if a judgment is given or an order or decision is made or land is sold in an action or proceeding commenced in accordance with section 171 and the judgment, order, decision or sale affects property belonging to the corporation before the dissolution, unless the plaintiff, applicant or mortgagee has not complied with subsection 171 (3) or (5), (a)  the property shall be available to satisfy the judgment, order or other decision; and (b)  in the case of a power of sale proceeding, title to the land shall be transferred to a purchaser free of the Crown’s interest. 2010, c. 15, s. 173 (2); 2015, c. 38, Sched. 7, s. 55 (15). Further exception (3) A forfeiture of land under subsection (1) or a predecessor of subsection (1) is not effective against a purchaser for value of the land if the forfeiture occurred more than 20 years before the deed or transfer of the purchaser is registered in the proper land registry office. 2010, c. 15, s. 173 (3). Power of sale proceeding completed after dissolution (4) Despite subsection (2), if a person commences a power of sale proceeding relating to land before the dissolution of a corporation but the sale of the land is not completed until after the dissolution, (a)  title to the land may be transferred to a purchaser free of the interest acquired by the Crown under subsection (1); and (b)  the person is not required to serve the writ or other document described in clause 171 (3) (a) or deliver the notice described in clause 171 (3) (b) but shall serve a notice of the proceeding on the Minister responsible for the administration of the Forfeited Corporate Property Act, 2015 promptly after learning of the corporation’s dissolution, and in any event within 15 days after the day the land is transferred. 2015, c. 38, Sched. 7, s. 55 (16). Section Amendments with date in force (d/m/y) 2015, c. 38, Sched. 7, s. 55 (14-16) - 19/10/2021 PART XIII   INVESTIGATION
175 (1) If the place referred to in clause 174 (1) (c) is a dwelling, the court shall not make an order under that clause unless it is satisfied that, (a)  entry to the dwelling is necessary to practically obtain the information; and (b)  entry to the dwelling has been refused or there are reasonable grounds for believing that entry will be refused.  2010, c. 15, s. 175 (1). Use of force (2) In acting under the authority of an order that authorizes entry to a dwelling, the inspector named in it shall not use force unless the inspector is accompanied by a peace officer and the use of force has been specifically authorized in the order.  2010, c. 15, s. 175 (2).
176 (1) An inspector under this Part has the powers set out in the order appointing the inspector.  2010, c. 15, s. 176 (1). Production of court order (2) On the request of any interested person, an inspector shall produce a copy of an order made under subsection 174 (1).  2010, c. 15, s. 176 (2).
177 On the application of an interested person, the court may make an order, (a)  directing that a hearing conducted by an inspector under this Part shall be closed to the public; or (b)  giving directions on any matter arising in the investigation.  2010, c. 15, s. 177.
178 A person whose conduct is being investigated or who is being examined at a hearing conducted by an inspector under this Part has a right to be represented by counsel.  2010, c. 15, s. 178.
179 (1) In addition to the powers set out in the order appointing the inspector, an inspector appointed to investigate a corporation may give information to, or exchange information and otherwise co-operate with, any public official in Canada or elsewhere who is authorized to exercise investigatory powers and who is investigating, in respect of the corporation, any allegation of improper conduct that is the same as or similar to the conduct described in subsection 174 (2).  2010, c. 15, s. 179 (1). Restriction (2) An inspector shall not give information that was obtained from any person in the course of an investigation under this Part to a public official outside Canada unless the inspector is satisfied that the information will not be used against that person in any proceeding instituted against that person for an offence.  2010, c. 15, s. 179 (2). Privilege
180 (1) Any statement or report made orally, in writing or in another format by an inspector or any other person in an investigation under this Part has absolute privilege.  2010, c. 15, s. 180 (1). Solicitor-client privilege (2) Nothing in this Part shall be construed as affecting solicitor-client privilege.  2010, c. 15, s. 180 (2). PART XIV   REMEDIES, OFFENCES AND PENALTIES
181 In this Part, “action” means an action under this Act.  2010, c. 15, s. 181.
182 The following persons may bring an action under section 183 or make an application under section 191 in respect of a corporation and if they do so, are referred to in this Part as a “complainant”: 1.  A member, officer or director of the corporation or of any of its affiliates. 2.  A person who not more than two years previous ceased to be a member, director or officer of the corporation or of any of its affiliates. 3.  Any other person who, in the discretion of the court, is a proper person to make an application under this Part.  2010, c. 15, s. 182.
183 (1) On the application of a complainant, the court may make an order granting the complainant leave to bring an action in the name of and on behalf of a corporation or any of its subsidiaries, or intervene in an action to which any such body corporate is a party, for the purpose of prosecuting, defending or discontinuing the action on its behalf.  2010, c. 15, s. 183 (1). Grounds (2) The court may not make an order under subsection (1) unless the court is satisfied that, (a)  the complainant has given notice to the directors of the corporation or its subsidiary, as the case may be, of the complainant’s intention to apply to the court under subsection (1) within 14 days before bringing the application, or as otherwise ordered by the court, if the directors of the corporation or its subsidiary do not bring the action, prosecute or defend it diligently or discontinue it; (b)  the complainant is acting in good faith; and (c)  it appears to be in the interests of the corporation or its subsidiary, as the case may be, that the action be brought, prosecuted, defended or discontinued.  2010, c. 15, s. 183 (2). Exception for a religious corporation (3) The court shall not make an order under subsection (1) if the court is satisfied that the corporation is a religious corporation.  2010, c. 15, s. 183 (3).
184 In connection with an action brought or intervened in as a result of an application under subsection 183 (1), the court may at any time make any order that it thinks fit, including an order,  (a)  authorizing the complainant or any other person to control the conduct of the action; (b)  giving directions for the conduct of the action; (c)  directing that any amount adjudged payable by a defendant in the action shall be paid, in whole or in part, directly to former or present members and debt obligation holders of the corporation or its subsidiary instead of to the corporation or its subsidiary; and (d)  requiring the corporation or its subsidiary to pay reasonable legal costs incurred by the complainant in connection with the action.  2010, c. 15, s. 184. Stay, dismissal, etc., of derivative action
185 (1) An application made or an action brought or intervened in under this Part shall not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to the corporation or its subsidiary has been or might be approved by the members of that body corporate, but evidence of approval by the members may be taken into account by the court in making an order under section 184.  2010, c. 15, s. 185 (1). Court approval required (2) An application made or an action brought or intervened in under this Part shall not be stayed, discontinued, settled or dismissed for want of prosecution without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests of any complainant may be substantially affected by the stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant.  2010, c. 15, s. 185 (2). No security for costs (3) A complainant is not required to give security for costs in any application made or action brought or intervened in under this Part.  2010, c. 15, s. 185 (3). Interim costs (4) In an application made or an action brought or intervened in under this Part, the court may at any time order the corporation or its subsidiary to pay to the complainant interim costs, including legal costs and disbursements, but the complainant may be held accountable for those interim costs on final disposition of the application or action.  2010, c. 15, s. 185 (4).
186 (1) If the name of a person is alleged to be or to have been wrongly entered or retained in, or wrongly deleted or omitted from, the registers or other records of a corporation, the corporation, a debt obligation holder, director, officer or member of the corporation or any aggrieved person may apply to the court for an order that the registers or records be rectified.  2010, c. 15, s. 186 (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)  requiring the registers or other records of the corporation to be rectified; (b)  restraining the corporation from calling or holding a meeting of the members before that rectification; (c)  determining the right of a party to the proceedings to have their name entered or retained in, or deleted or omitted from, the registers or records of the corporation; and (d)  compensating a party who has incurred a loss.  2010, c. 15, s. 186 (2).
188 The Director may apply to the court for directions in respect of any matter concerning the Director’s duties under this Act and on such application, the court may give any directions and make any further order that it thinks fit.  2010, c. 15, s. 188.
188.1 Despite any provision of this Act requiring the Director to endorse a certificate or an authorization, the Director may refuse to do so if a corporation is in default of a filing requirement under the Corporations Information Act or of a registration requirement under the Business Names Act or has any unpaid fees or penalties outstanding under this Act, the Corporations Information Act or the Business Names Act. 2017, c. 20, Sched. 8, s. 42. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 42 - 19/10/2021
189 (1) If the Director refuses to accept any document that takes effect under this Act on its acceptance or on the issuance of a certificate or other document, the Director shall give notice of the refusal to the person who sent the document, giving reasons.  2010, c. 15, s. 189 (1). Deemed refusal (2) If the Director does not, within six months after receiving a document, accept the document, issue a certificate or other document or give a notice of refusal, the Director is deemed for the purposes of section 190 to have refused to accept the document.  2010, c. 15, s. 189 (2).
190 (1) A person aggrieved by any of the following decisions of the Director may appeal the decision to the Divisional Court by notice of appeal: 1.  To refuse to issue a certificate by endorsing any articles or other document required by this Act to be filed with the Director. 2.  To issue, or to refuse to issue, a certificate of amendment under section 12. 3.  To refuse to endorse an authorization under section 116 or 117. 4.  To issue an order under section 169.  2010, c. 15, s. 190 (1); 2017, c. 20, Sched. 8, s. 43. Notice to Director (2) The aggrieved person shall also give the notice of appeal to the Director within 30 days after the date of the Director’s decision.  2010, c. 15, s. 190 (2). Certificate of Director (3) The Director shall certify to the Divisional Court, (a)  the decision of the Director together with a statement of the reasons for the decision; (b)  the record of any hearing; and (c)  all written submissions to the Director or other material that is relevant to the appeal.  2010, c. 15, s. 190 (3). Representation (4) The Director is entitled to be heard, by counsel or otherwise, upon the argument of an appeal under this section.  2010, c. 15, s. 190 (4). Court order (5) Where an appeal is taken under this section, the Divisional Court may by its order direct the Director to make such decision or to do such other act as the Director is authorized and empowered to do under this Act and as the court thinks proper, having regard to the material and submissions before it and to this Act, and the Director shall make such decision or do such act accordingly.  2010, c. 15, s. 190 (5). Director may make further decision (6) Despite an order of the Divisional Court under subsection (5), the Director has power to make any further decision upon new material or where there is a material change in the circumstances, and every such decision is subject to this section.  2010, c. 15, s. 190 (6). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 43 - 14/11/2017
191 On the application of a complainant or a creditor of a corporation, the court may make an order directing the corporation or any director, officer, employee, agent, auditor, trustee, receiver, receiver-manager or liquidator of the corporation to comply with this Act, the regulations or the articles or by-laws of the corporation or restraining any such person from acting in breach of them and may make any further order that it thinks fit.  2010, c. 15, s. 191.
192 An appeal lies to the Divisional Court from any order made by the court under this Act.  2010, c. 15, s. 192.
193 (1) Every person who contravenes a provision of this Act, other than clause 43 (2) (b), or the regulations is guilty of an offence and is liable to a fine of not more than $5,000 or to imprisonment for a term of not more than six months, or to both.  2010, c. 15, s. 193 (1). Offences — false or misleading statements (2) A person who makes, or assists in making, a false or misleading statement in a document required under this Act to be filed with the Director or given to any other person is guilty of an offence and liable to a fine of not more than $5,000 or to imprisonment for a term of not more than six months, or to both.  2010, c. 15, s. 193 (2). Offence — use of information (3) A person who uses information obtained from a register of members or a list of members required under this Act for a purpose other than those specified in subsection 96 (5) without the permission of the member about whom information is being used is guilty of an offence and liable to a fine of not more than $25,000 or to imprisonment for a term of not more than six months, or to both.  2010, c. 15, s. 193 (3). Directors and officers (4) If a body corporate commits an offence under this section, any director or officer of the body corporate who authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence and is liable to a fine of not more than $5,000 or to imprisonment for a term of not more than six months, or to both, whether or not the body corporate has been prosecuted or convicted.  2010, c. 15, s. 193 (4). Due diligence (5) No person shall be convicted of an offence under this section if the person establishes that they exercised due diligence to prevent the commission of the offence.  2010, c. 15, s. 193 (5).
194 (1) If a person is guilty of an offence under this Act, any court in which proceedings in respect of the offence are taken may, in addition to any punishment it may impose, order that person to comply with the provisions of this Act or the regulations for the contravention of which the person has been convicted.  2010, c. 15, s. 194 (1). Limitation period (2) A prosecution for an offence under this Act may be instituted at any time within but not later than two years after the time when the offence was committed.  2010, c. 15, s. 194 (2). Civil remedy not affected (3) No civil remedy for an act or omission is suspended or affected by reason that the act or omission is an offence under this Act.  2010, c. 15, s. 194 (3). PART XV   GENERAL
195 In this Part,  “document” includes any communication required or permitted by this Act, including consents and permissions, reasons, notices and notifications, disclosures, statements by directors under subsection 27 (1) or by auditors under subsection 75 (1), dissents, objections, resolutions, an offer under section 187 and a delegation under section 206; (“document”) “electronic”, in respect of a document, includes a document created, recorded, transmitted or stored in digital form or in other intangible form by electronic, magnetic or optical means or by any other means that has capabilities for creation, recording, transmission or storage similar to those means. (“électronique”)  2010, c. 15, s. 195.
196 (1) A notice or other document required or permitted by this Act, the regulations, the articles or the by-laws to be given to a member or director of a corporation may be given to, (a)  a member at the member’s latest address as shown in the records of the corporation; (b)  a director at his or her latest address as shown in the records of the corporation or in the most recent notice or return filed under the Corporations Information Act, whichever is the more current.  2010, c. 15, s. 196 (1). Named director presumed to be director (2) A director named in the articles or the most recent return or notice filed under the Corporations Information Act is presumed for the purposes of this Act to be a director of the corporation.  2010, c. 15, s. 196 (2). Notice to member is returned (3) If a corporation gives a notice or other document to a member in accordance with subsection (1) and the notice or document is returned on three consecutive occasions because the member cannot be found, the corporation is not required to give any further notices or other documents to the member until the member provides the corporation with a document setting out the member’s address.  2010, c. 15, s. 196 (3). Application to court (4) If it is impractical or impossible to comply with subsection (1), a person may apply to the court for such order as the court thinks fit.  2010, c. 15, s. 196 (4).
197 (1) Except where otherwise provided in this Act or the regulations, a notice or other document required or permitted by this Act or the regulations to be given to a corporation may be given to the corporation at its registered office as shown on the records of the Director. 2010, c. 15, s. 197. Notice, etc., sent by Director (2) A notice or other document that is required or permitted by this Act or the regulations to be sent by the Director may be sent by ordinary mail or by any other method, including registered mail, certified mail or prepaid courier, to an address referred to in this section or section 196 if there is a record that the notice or document has been sent. 2017, c. 20, Sched. 8, s. 44. Same (3) A notice or other document referred to in subsection (2) may be sent by any telephonic or electronic means if there is a record that the notice or other document has been sent and, for greater certainty, the sending of a notice or other document
by telephonic or electronic means does not require the consent of the intended recipient. 2017, c. 20, Sched. 8, s. 44. Deemed receipt (4) A notice or other document sent by the Director by a method described in subsection (2) is deemed to have been received by the intended recipient on the earlier of, (a)  the day the intended recipient actually receives it; or (b)  the fifth business day after the day it is sent. 2017, c. 20, Sched. 8, s. 44. Same (5) A notice or other document sent by the Director by a method described in subsection (3) is deemed to have been received by the intended recipient on the earlier of, (a)  the day the intended recipient actually receives it; or (b)  the first business day after the day the transmission is sent by the Director. 2017, c. 20, Sched. 8, s. 44. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 44 - 19/10/2021
198 If a notice or other document is required by this Act or the regulations to be given, the person entitled to the notice or other document may waive that entitlement or may consent to abridge the time for the giving of the notice or other document at any time in the manner set out in the regulations.  2010, c. 15, s. 198. Corporate certificate
199 (1) A certificate issued on behalf of a corporation stating any fact that is set out in the articles, the by-laws, the minutes of the meetings of the directors, of a committee of directors, of the members or of a committee of members, or a contract to which the corporation is a party may be signed by a director or an officer. 2010, c. 15, s. 199 (1). Evidence (2) When introduced as evidence in any civil, criminal, administrative, investigative or other action or proceeding, (a)  a certificate referred to in subsection (1); (b)  a certified extract from a register of a corporation required to be maintained by this Act; or (c)  a certified copy of minutes or extract from minutes of a meeting of the members or a committee of members or directors or a committee of directors, is, in the absence of evidence to the contrary, proof of the facts so certified without proof of the signature or official position of the person appearing to have signed the certificate. 2010, c. 15, s. 199 (2). Exception (2.1) Subsection (2) does not apply to the register described in clause 92 (1) (j). 2015, c. 38, Sched. 7, s. 55 (17). Register as evidence (3) An entry in a register of members is, in the absence of evidence to the contrary, proof that the person is a member of the corporation. 2010, c. 15, s. 199 (3). Section Amendments with date in force (d/m/y) 2015, c. 38, Sched. 7, s. 55 (17) - 19/10/2021
200 (1) A person who has paid the required fee is entitled, using any search method approved by the Director, to search and obtain copies of any document required by this Act or the regulations to be filed with or given to the Director. 2017, c. 20, Sched. 8, s. 45. Copies (2) The Director shall, upon receipt of the required fee, give any person a copy or a certified copy of a document required by this Act or the regulations to be filed with or given to the Director. 2017, c. 20, Sched. 8, s. 45. Privileged documents (3) Subsections (1) and (2) do not apply in respect of an inspector’s report filed with or given to the Director under subsection 174 (6) that the court has ordered not to be made available to the public. 2017, c. 20, Sched. 8, s. 45. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 45 - 19/10/2021
201 (1) If this Act permits or requires articles to be filed with the Director, unless otherwise provided in this Act, the regulations or the Director’s requirements, (a)  if the articles are filed with the Director in paper format, (i)  one set of the original articles must be filed in the approved form, and (ii)  the set of original articles referred to in subclause (i) must be signed by two directors or officers of the corporation or, in the case of articles of incorporation, by all its incorporators; (b)  if the articles are filed with the Director in an electronic format, (i)  the articles must be filed in a format that is prescribed by the Minister or required by the Director, and (ii)  the articles referred to in subclause (i) must meet any signature or authorization requirements established by the Director under subsection 210.2 (1). 2017, c. 20, Sched. 8, s. 46. Director’s duties (2) Upon receiving articles completed in accordance with clause (1) (a) or (b), any other required documents and information and the required fee, the Director shall, unless otherwise provided in this Act, the regulations or the Director’s requirements and subject to his or her discretion under this Act and to subsection (1), (a)  endorse the articles with a certificate setting out the day, month and year of endorsement and the corporation number; (b)  file the articles endorsed with the certificate in the records maintained under section 203; and (c)  send or otherwise make available to the corporation or its representative a copy of the articles endorsed with the certificate. 2017, c. 20, Sched. 8, s. 46. Date of certificates (3) A certificate issued under subsection (2), other than a certificate of arrangement, must be dated as of, (a)  the day the Director receives, (i)  the articles completed in accordance with clause (1) (a) or (b), (ii)  all other required documents executed in accordance with this Act, the regulations and the Director’s requirements, (iii)  all other required information, and (iv)  the required fee; or (b)  any later date that is acceptable to the Director and specified by the person who submitted the articles or by the court. 2017, c. 20, Sched. 8, s. 46. Effective date (4) A certificate issued under this section is effective on the date shown in the certificate, even if any action required to be taken by the Director under this Act with respect to the issuance of the certificate is taken at a later date. 2017, c. 20, Sched. 8, s. 46. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 46 - 19/10/2021
202 (1) If a certificate or other document issued or endorsed under this Act, or letters patent, supplementary letters patent or any other document issued or endorsed under a predecessor of this Act, contains an error, or if a certificate or other document has been endorsed or issued in respect of articles or any other documents that contain an error, (a)  the corporation or its directors or members may apply to the Director for a corrected certificate or other document and, if requested by the Director, shall surrender the certificate or other document and the related articles or documents to the Director within the time period specified by the Director; or (b)  the Director may notify the corporation that a corrected certificate or other document may be required and the corporation shall, if requested by the Director, surrender the certificate or other document and the related articles or documents to the Director within the time period specified by the Director. 2017, c. 20, Sched. 8, s. 47 (1). (2) Repealed: 2017, c. 20, Sched. 8, s. 47 (1). Director to endorse corrected certificate, etc. (3) After giving the corporation an opportunity to be heard in respect of an error described in subsection (1) and if the Director is of the opinion that it is appropriate to do so and is satisfied that any steps required by the Director have been taken by the corporation, the Director shall endorse a corrected certificate or other document. 2017, c. 20, Sched. 8, s. 47 (2). Date on certificate (4) A corrected certificate or other document endorsed under subsection (3) may bear the date of the certificate it replaces. 2010, c. 15, s. 202 (4); 2017, c. 20, Sched. 8, s. 47 (3). Same (4.1) If a correction is made with respect to the date of the certificate, the corrected certificate shall bear the corrected date. 2017, c. 20, Sched. 8, s. 47 (4). Appeal (5) A decision of the Director under subsection (3) may be appealed to the Divisional Court, which may order the Director to change his or her decision and may make any further order that it thinks fit. 2010, c. 15, s. 202 (5). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 47 (1, 4) - 19/10/2021; 2017, c. 20, Sched. 8, s. 47 (2, 3) - 14/11/2017
203 (1) Records required by this Act to be prepared and maintained by the Director may be in paper form, in electronic form or in photographic film form, or may be entered or recorded by any system of mechanical or electronic data processing or information storage that is capable of reproducing required information in an accurate and intelligible form within a reasonable time. 2010, c. 15, s. 203 (1).  Admission as evidence (2) If records maintained by the Director are prepared and maintained other than in written form, (a)  the Director shall give any copy required to be given under subsection 200 (2) in intelligible written or other form; and (b)  a report reproduced from those records, if it is certified by the Director is, without proof of the office or signature of the Director, admissible in evidence. 2010, c. 15, s. 203 (2). Copy in lieu of document (3) The Director is not required to produce any document if a copy of the document is given in compliance with clause (2) (a). 2010, c. 15, s. 203 (3). Documents may be publicly available (4) The Director may publish or otherwise make available to the public, (a)  any notices or other documents sent by the Director under this Act; and (b)  any documents required by this Act, the regulations or the Director to be sent to the Director under this Act, except the documents referred to in subsection 174 (6) that the court has ordered not be available to the public. 2017, c. 20, Sched. 8, s. 48. Inability to receive filings in electronic system (5) Despite any regulation made under paragraph 4 of subsection 208 (1), if the Director is of the opinion that it is not possible, for any reason, to receive articles, applications and other documents and information in an electronic format in an electronic system maintained under subsection (1) of this section, the Director may require that they be filed in paper format alone in accordance with the Director’s requirements, if any, or in another electronic format approved by the Director. 2017, c. 20, Sched. 8, s. 48. Same, retaining filings and requests until system is operational (6) If the Director is of the opinion that it is not possible, for any reason, to endorse or issue articles, applications or other documents using an electronic system maintained under subsection (1), the Director may retain articles, applications and other documents that have been filed until it is possible for the Director to endorse or issue them in accordance with this Act, the regulations and the Director’s requirements, if any. 2017, c. 20, Sched. 8, s. 48. Same, searches (7) If the Director is of the opinion that it is not possible, for any reason, for searches to be made of an electronic system maintained under subsection (1), the Director may retain search requests that have been filed until it is possible for searches to be made. 2017, c. 20, Sched. 8, s. 48. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 48 - 19/10/2021
204 (1) If a notice or other document is required to be filed with or given to the Director under this Act, the Director may accept a copy of it if it meets the Director’s requirements established under this Act. 2020, c. 7, Sched. 14, s. 1. Articles and applications (2) Subsection (1) does not apply to articles or applications filed by in-person delivery or mail unless, under this Act, the Director permits a copy of such articles or applications to be filed instead of the original. 2020, c. 7, Sched. 14, s. 1. Copy deemed original (3) A copy referred to in subsection (1) is deemed to satisfy any requirements under this Act for an original to be sent to the Director. 2020, c. 7, Sched. 14, s. 1. Endorsement or issuance by Director (4) An endorsement or issuance by the Director under this Act in respect of a notice or other document, including articles and applications, is deemed to comply with requirements under this Act for endorsement or issuance if it complies, with necessary modifications, with all the requirements of this Act other than any requirements respecting originals, duplicates and number of documents. 2020, c. 7, Sched. 14, s. 1. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 49 (1, 2) - no effect - see 2020, c. 7, Sched. 14, s. 4 - 12/05/2020 2020, c. 7, Sched. 14, s. 1 - 19/10/2021
204.0.1 For greater certainty, in respect of requirements under this Act respecting the signing of articles, applications and other documents filed with the Director, any articles, applications and other documents that meet the Director’s requirements established under this Act are deemed to satisfy any requirements for a signature under this Act. 2020, c. 7, Sched. 14, s. 1. Section Amendments with date in force (d/m/y) 2020, c. 7, Sched. 14, s. 1 - 19/10/2021 Note: On the later of the day section 9 of Schedule 1 (Alternative Filing Methods for Business Act, 2020) to the COVID-19 Response and Reforms to Modernize Ontario Act, 2020 comes into force and the day that subsection 4 (1) of this Act comes into force, the Act is amended by adding the following section: (See: 2020, c. 7, Sched. 14, s. 2) Documents filed under Alternative Filing Methods for Business Act, 2020 204.0.2 Documents filed by a method specified under the Alternative Filing Methods for Business Act, 2020, as it read immediately before it was repealed, are deemed to have been filed by in-person delivery or mail for the purposes of this Act. 2020, c. 7, Sched. 14, s. 2. Section Amendments with date in force (d/m/y) 2020, c. 7, Sched. 14, s. 2 - not in force
204.1 Despite any regulation made under section 208, articles, applications and other documents may be filed by fax only with the Director’s consent. 2017, c. 20, Sched. 8, s. 50. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 50 - 19/10/2021
204.2 (1) If articles or an application are filed with the Director in an electronic format and there is a conflict between the electronic version and any other version of the articles or application, the electronic version of the articles endorsed with a certificate under this Act and recorded in an electronic system maintained under section 203 or the electronic version of the application endorsed with an authorization under section 116 or 117 and recorded in an electronic system maintained under section 203, or a printed copy of the applicable electronic version, prevails over any other version of the articles or application that may exist, regardless of whether the other version of the articles or application has been executed in accordance with this Act, the regulations and the Director’s requirements. 2017, c. 20, Sched. 8, s. 50. Same, prescribed documents (2) If a prescribed document is filed in an electronic format and there is a conflict between the electronic version and any other version of the document, the electronic version of the document recorded in an electronic system maintained under section 203, or a printed copy of the electronic version, prevails over any other version of the document that may exist, regardless of whether the other version of the document has been executed in accordance with this Act, the regulations and the Director’s requirements. 2017, c. 20, Sched. 8, s. 50. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 50 - 19/10/2021
205 The Director may require any fact relevant to the performance of the Director’s duties under this Act or the regulations to be verified by affidavit or otherwise.  2010, c. 15, s. 205.
206 The Director may delegate any or all of the Director’s duties and powers under this Act to any person, subject to any restrictions set out in the delegation. 2017, c. 20, Sched. 8, s. 51. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 51 - 19/10/2021
206.1 (1) If this Act requires or authorizes the Director to endorse or issue a certificate, including a certificate as to any fact, or a certified copy of a document, the certificate or certified copy must be signed by the Director or by a public servant employed under Part III of the Public Service of Ontario Act, 2006 and designated by the regulations. 2017, c. 20, Sched. 8, s. 51. Evidence (2) A certificate or certified copy referred to in subsection (1), when introduced as evidence in any civil, criminal, administrative, investigative or other action or proceeding, is, in the absence of evidence to the contrary, proof of the facts so certified without personal appearance to prove the signature or official position of the person appearing to have signed the certificate. 2017, c. 20, Sched. 8, s. 51. Reproduction of signature (3) For the purposes of this section, any signature of the Director or of a public servant may be printed or otherwise mechanically or electronically reproduced. 2017, c. 20, Sched. 8, s. 51. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 51 - 19/10/2021
206.2 (1) In this section, “business filing services” includes any of the duties and powers of the Director and related services. 2017, c. 20, Sched. 8, s. 51. Agreements to provide business filing services (2) The Minister or a person designated by the Minister may, on behalf of the Crown in right of Ontario, enter into one or more agreements authorizing a person or entity to provide business filing services on behalf of the Crown, the government, the Minister, the Director or other government official. 2017, c. 20, Sched. 8, s. 51. Not Crown agent (3) A person or entity that has entered into an agreement under subsection (2) for the provision of business filing services is not an agent of the Crown for any purpose despite the Crown Agency Act, unless a regulation provides otherwise. 2017, c. 20, Sched. 8, s. 51. Use, etc., of records and information (4) An agreement entered into under subsection (2) may also include provisions respecting the use, disclosure, sale or licensing of records and information required under this Act. 2017, c. 20, Sched. 8, s. 51. Discretion to delegate unaffected by agreement (5) An agreement entered into under subsection (2) does not affect the Director’s power to delegate any duties or powers under section 206. 2017, c. 20, Sched. 8, s. 51. No power to waive or refund fees for services (6) A person or entity that has entered into an agreement under subsection (2) for the provision of business filing services may not waive or refund all or part of any fee for such a service that is payable to the Province of Ontario, but the person or entity may pay all or part of the fee on behalf of the person or entity to whom the service was provided. 2017, c. 20, Sched. 8, s. 51. Deemed date of receipt by Director (7) Articles, applications and other documents and information sent to a person or entity that has entered into an agreement under subsection (2), that authorizes the person or entity to receive articles, applications and other documents and information on behalf of the Director, are deemed to be received by the Director on the date that they are received by the authorized person or entity. 2017, c. 20, Sched. 8, s. 51. Agreements for use, etc., of records and information (8) The Minister or the Director, or a person designated by the Minister or the Director, may enter into an agreement with any person or entity respecting the use, disclosure, sale or licensing of records and information required under this Act. 2017, c. 20, Sched. 8, s. 51. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 51 - 19/10/2021
206.3 The records and information filed with and maintained by the Director under this Act are the property of the Crown. 2017, c. 20, Sched. 8, s. 51. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 51 - 19/10/2021