jswizzle3737/ontario_laws_and_regs huggingface dataset:
1.-18. Revoked: O. Reg. 403/21, s. 1.
19. Revoked: O. Reg. 400/95, s. 2.
20.-22.1 Revoked: O. Reg. 403/21, s. 1. Subsidiary Body Corporate Holding Shares of Holding Corporation
23. In sections 23.1, 23.2 and 23.3, “delivery shares” means shares issued by a corporation to one of its subsidiary bodies corporate for the purposes of an acquisition under subsection 29 (9) of the Act.  O. Reg. 59/07, s. 3.
23.1 The following conditions are prescribed for the purposes of subsection 29 (9) of the Act: 1.  The consideration received by the corporation for the delivery shares must be equal to the fair market value of those shares at the time of their issuance. 2.  The class of shares of which the delivery shares are a part must be widely held and shares of that class must be actively traded on any of the following stock exchanges in Canada: i.  The TSX Venture Exchange. ii.  The Toronto Stock Exchange. 3.  The sole purpose of effecting the acquisition by the subsidiary body corporate of delivery shares is to transfer them to the shareholders of another body corporate. 4.  Immediately before the acquisition of the delivery shares by the subsidiary body corporate, the other body corporate and its shareholders must deal at arm’s length, as determined under the Income Tax Act (Canada), with the corporation and the subsidiary body corporate. 5.  Immediately before the acquisition of the delivery shares by the subsidiary body corporate, the subsidiary body corporate and the other body corporate must not be resident in Canada for the purposes of the Income Tax Act (Canada).  O. Reg. 59/07, s. 3.
23.2 The following conditions are prescribed for the purposes of subsection 29 (10) of the Act: 1.  The subsidiary body corporate shall acquire the delivery shares in trust for the shareholders of the other body corporate, such that the beneficial interest in the delivery shares is acquired by those shareholders and not by the subsidiary body corporate. 2.  Immediately after the acquisition of the delivery shares by the subsidiary body corporate, the subsidiary body corporate shall transfer the delivery shares to the shareholders of the other body corporate. 3.  Immediately after the transfer of the delivery shares to the shareholders of the other body corporate, the subsidiary body corporate and the other body corporate must not be resident in Canada for the purposes of the Income Tax Act (Canada). 4.  Immediately after the transfer of the delivery shares to the shareholders of the other body corporate, the other body corporate must be a subsidiary body corporate of the subsidiary body corporate.  O. Reg. 59/07, s. 3.
23.3 (1) If a condition prescribed for the purposes of subsection 29 (9) or (10) of the Act was not met, the following consequences apply for the purposes of subsection 29 (11) of the Act:  1.  The corporation shall, i.  cancel the delivery shares, or ii.  if the articles of the corporation limit the number of authorized shares, restore the delivery shares to the status of authorized but unissued shares. 2.  The corporation shall return the consideration received by it for the delivery shares to the subsidiary body corporate. 3.  The corporation shall cancel the entry for the consideration in the stated capital account for the class of shares of which the delivery shares were a part.  O. Reg. 59/07, s. 3. (2) The corporation shall fulfil the requirements set out in paragraphs 1, 2 and 3 of subsection (1) within 30 days after the day the unmet condition was required to have been met.  O. Reg. 59/07, s. 3. Shareholder Proposals
23.4 For the purposes of subsection 99 (3.1) of the Act, the proposal referred to in subsection 99 (2) of the Act and the statement referred to in subsection 99 (3) of the Act shall together not exceed 500 words.  O. Reg. 59/07, s. 3.
24.-25. Revoked: O. Reg. 403/21, s. 1. “Resident Canadian” Class of Persons Prescribed
26. For the purposes of clause (b) of the definition of “resident Canadian” in subsection 1 (1) of the Act, the following classes of persons are prescribed: 1.  Full-time employees of the Government of Canada, a province or a territory of Canada or of an agency of any such government or of a federal or provincial crown corporation. 2.  Full-time employees of a body corporate, i.  of which more than 50 per cent of the voting securities are beneficially owned or over which control or direction is exercised by resident Canadians, or ii.  a majority of directors of which are resident Canadians, where the principal reason for the residence outside Canada is to act as such employees. 3.  Full-time students at a university outside of Canada or at another educational institution outside of Canada recognized by the province. 4.  Full-time employees of an international association or organization of which Canada is a member. 5.  Persons who were, at the time of reaching their 60th birthday, ordinarily resident in Canada and have been resident outside of Canada since that time.  R.R.O. 1990, Reg. 62, s. 26; O. Reg. 400/95, s. 3. Proxies and Proxy Solicitation — Form of Proxy
27. (1) A form of proxy required by section 111 and subsection 112 (2) of the Act to be sent to shareholders and to be filed with the Commission shall indicate in bold-face type, (a)  the meeting at which it is to be used; and (b)  whether the proxy is solicited by or on behalf of the management of the offering corporation, and shall provide a designated blank space for dating the form of proxy and if the date is not inserted in the space the proxy shall be deemed to be dated on the day on which it is mailed.  R.R.O. 1990, Reg. 62, s. 27 (1). (2) A form of proxy shall indicate in bold-face type that the shareholder may appoint a proxyholder other than any person designated in the form of proxy to attend and act on the shareholder’s behalf at the meeting and shall contain instructions as to the manner in which the shareholder may do so.  R.R.O. 1990, Reg. 62, s. 27 (2). (3) If a form of proxy shows a person as designated proxyholder, it shall provide a means for the shareholder to designate some other person as proxyholder.  R.R.O. 1990, Reg. 62, s. 27 (3). (4) A form of proxy shall provide a means for the shareholder to specify that the shares registered in the shareholder’s name shall be voted for or against each matter or group of related matters identified in the notice of meeting, a management information circular, a dissident’s information circular or a proposal under section 99 of the Act, other than the appointment of an auditor, the remuneration of the auditor and the election of directors.  R.R.O. 1990, Reg. 62, s. 27 (4). (5) A form of proxy may confer authority as to a matter for which a choice is not specified by the shareholder in accordance with subsection (4) if the form of proxy, the management information circular or the dissident’s information circular states in bold-face type how the proxyholder will vote the shares in respect of each matter or group of related matters.  R.R.O. 1990, Reg. 62, s. 27 (5). (6) A form of proxy shall provide a means for the shareholder to specify that the shares registered in the shareholder’s name shall be voted or withheld from voting in respect of the appointment of an auditor, the remuneration of the auditor or the election of directors.  R.R.O. 1990, Reg. 62, s. 27 (6). (7) A form of proxy, a management information circular or a dissident’s information circular shall state that the shares represented by the proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for and that, if the shareholder specifies a choice with respect to any matter to be acted upon, the shares shall be voted accordingly.  R.R.O. 1990, Reg. 62, s. 27 (7). (8) Subsections (2) to (7) apply only to forms of proxy required by section 111 and subsection 112 (2) of the Act.  R.R.O. 1990, Reg. 62, s. 27 (8).
28. (1) Discretionary authority may be conferred by way of a form of proxy in respect of amendments or variations to matters identified in the notice of meeting or other matters that may properly come before the meeting where, (a)  the person by or on whose behalf the solicitation is made is not aware within a reasonable time before the solicitation that the amendments or other matters are to be presented for action at the meeting; and (b)  the form of proxy, the management information circular or the dissident’s information circular states specifically that it confers such discretionary authority.  R.R.O. 1990, Reg. 62, s. 28 (1). (2) Authority to vote shall not be conferred, (a)  in respect of the appointment of an auditor or the election of a director unless a good faith proposed nominee for the appointment or election is named in the form of proxy, a management information circular, a dissident’s information circular or a proposal under section 99 of the Act; or (b)  at any meeting other than the meeting specified in the notice of meeting or any adjournment thereof.  R.R.O. 1990, Reg. 62, s. 28 (2). (3) This section applies only to forms of proxy required by section 111 and subsection 112 (2) of the Act.  R.R.O. 1990, Reg. 62, s. 28 (3).
29. A form of proxy, other than that required by section 111 and subsection 112 (2) of the Act, shall indicate, (a)  the meeting at which it is to be used; (b)  whether the proxy is solicited by or on behalf of management of the corporation; and (c)  the powers granted under the proxy.  R.R.O. 1990, Reg. 62, s. 29.
29.1 For the purposes of clause (i) of the definition of “solicit” and “solicitation” in section 109 of the Act, a prescribed public announcement is a public announcement that is made by, (a)  a speech in a public forum; or (b)  a press release, an opinion, a statement or an advertisement, (i)  provided through a broadcast medium or by a telephonic, electronic or other communication facility, or (ii)  appearing in a newspaper, a magazine or another publication generally available to the public.  O. Reg. 59/07, s. 4.
29.3 The following circumstances are prescribed for the purposes of subsection 112 (1.2) of the Act: 1.  The solicitation conveyed by public broadcast, speech or publication contains the information described in paragraphs 1 to 6 and 8 of section 33. 2.  Before making the solicitation, the person making it sends to the corporation the information described in paragraphs 1 to 6 and 8 of section 33 and a copy of all related written communications.  O. Reg. 59/07, s. 4. Management Information Circular
31. A management information circular that is filed with the Commission pursuant to subsection 112 (2) of the Act shall be accompanied by a statement signed by a director or officer that a copy of the circular has been sent to, (a)  each director; (b)  each shareholder entitled to notice of the meeting to which the circular relates; and (c)  the auditor of the corporation.  R.R.O. 1990, Reg. 62, s. 31. Dissident’s Information Circular
32. For the purposes of section 33, “dissident” means any person other than a person who is part of the management of the corporation or its affiliates and associates, by or on behalf of whom a solicitation is made, and includes a committee or group that solicits proxies, any members of the committee or group, and any person whether or not named as a member, who acting alone or with one or more other persons, directly or indirectly, engages in organizing, directing or financing any such committee or group, except, (a)  a person who contributes not more than $250 and who does not otherwise participate in the solicitation; (b)  a bank or other lending institution or a broker or dealer that, in the ordinary course of business, lends money or executes orders for the purchase or sale of shares and that does not otherwise participate in the solicitation; (c)  a person who is employed to solicit and whose activities are limited to the performance of duties in the course of such employment; (d)  a person who only sends soliciting material or performs other ministerial or clerical duties; (e)  a person employed in the capacity of lawyer, accountant, advertiser, public relations or financial adviser and whose activities are limited to the performance of duties in the course of such employment; and (f)  an officer or director of, or person employed by, a person by or on behalf of whom a solicitation is made if he or she does not directly participate in the solicitation.  R.R.O. 1990, Reg. 62, s. 32. Contents of Dissident’s Information Circular
34. If a dissident is a partnership, body corporate, association or other organization, the information required by paragraphs 3, 4, 6, 8 and 9 of section 33 to be included in a dissident’s information circular shall be given in respect of each partner, officer and director and of each person who controls the dissident and who is not a dissident.  R.R.O. 1990, Reg. 62, s. 34.
35. Information that is not known to a dissident and that cannot be reasonably ascertained by the dissident may be omitted from a dissident’s information circular but the circumstances that render the information unavailable shall be disclosed therein.  R.R.O. 1990, Reg. 62, s. 35.
36. (1) A dissident’s information circular shall contain a statement, signed by a dissident or a person authorized by the dissident, that the contents and the sending of the circular have been approved by the dissident.  R.R.O. 1990, Reg. 62, s. 36 (1). (2) A dissident’s information circular that is filed with the Commission under subsection 112 (2) of the Act shall be accompanied by a statement signed by the dissident or person authorized by the dissident to the effect that, (a)  the circular complies with this Regulation; and (b)  a copy of the circular has been sent to each director, each shareholder entitled to notice of the meeting to which the circular relates, the auditor of the corporation and the corporation.  R.R.O. 1990, Reg. 62, s. 36 (2). Information Circulars — General
37. (1) The information in a management information circular or a dissident’s information circular shall be given as of a specified date not more than thirty days prior to the date upon which the information circular is first sent to any of the shareholders of the corporation.  R.R.O. 1990, Reg. 62, s. 37 (1). (2) The information contained in an information circular shall be clearly presented and the statements made therein shall be divided into groups according to subject matter and the various groups of statements shall be preceded by appropriate headings.  R.R.O. 1990, Reg. 62, s. 37 (2). (3) The order of items set out in sections 30 and 33 need not be followed.  R.R.O. 1990, Reg. 62, s. 37 (3). (4) Where practicable and appropriate, information required by sections 30 and 33 shall be presented in tabular form.  R.R.O. 1990, Reg. 62, s. 37 (4). (5) All amounts required by sections 30 and 33 shall be stated in figures.  R.R.O. 1990, Reg. 62, s. 37 (5). (6) Information required by more than one applicable item need not be repeated.  R.R.O. 1990, Reg. 62, s. 37 (6). (7) No statement need be made in response to any item that is inapplicable and negative answers to any item may be omitted.  R.R.O. 1990, Reg. 62, s. 37 (7). (8) There may be omitted from an information circular any information contained in any other information circular, notice of meeting or a form of proxy sent to the persons whose proxies were solicited in connection with the same meeting if reference is made to the particular document containing the information.  R.R.O. 1990, Reg. 62, s. 37 (8). Financial Statements in Information Circular
38. (1) Where financial statements accompany or form part of an information circular, the statements shall be prepared in the manner prescribed for financial statements in Part XII of the Act.  R.R.O. 1990, Reg. 62, s. 38 (1). (2) The financial statements referred to in subsection (1), if not reported upon by the auditor of the corporation, shall be accompanied by a report of the chief financial officer of the corporation stating that the financial statements have not been audited but have been prepared in accordance with Part XII of the Act.  R.R.O. 1990, Reg. 62, s. 38 (2).
39. Revoked:  O. Reg. 190/99, s. 3.
39.1 Revoked:  O. Reg. 190/99, s. 3. Auditors and Financial Statements
40. (1) Subject to subsection (2), the financial statements referred to in Part XII of the Act shall be prepared in accordance with the standards, as they exist from time to time, set forth in the Handbook of the Canadian Institute of Chartered Accountants.  O. Reg. 246/05, s. 6. (2) An offering corporation may prepare the financial statements referred to in Part XII of the Act in accordance with such other standards as may be permitted in the rules made under section 143 of the Securities Act.  O. Reg. 648/05, s. 1.
41. (1) Subject to subsection (2), the auditor’s report referred to in Part XII of the Act shall be prepared in accordance with the standards, as they exist from time to time, set forth in the Handbook of the Canadian Institute of Chartered Accountants.  O. Reg. 246/05, s. 6. (2) The auditor’s report of an offering corporation referred to in Part XII of the Act may be prepared in accordance with such other standards as may be permitted in the rules made under section 143 of the Securities Act.  O. Reg. 648/05, s. 2.
42. (1) The financial statements referred to in clause 154 (1) (a) of the Act shall include at least, (a)  a balance sheet; (b)  a statement of retained earnings; (c)  an income statement; and (d)  a statement of changes in financial position.  R.R.O. 1990, Reg. 62, s. 42 (1). (2) Financial statements need not be designated by the names set out in subsection (1).  R.R.O. 1990, Reg. 62, s. 42 (2). General
43. For the purposes of subsection 54 (5) of the Act, the maximum fee a corporation may charge for a security certificate issued in respect of a transfer is $3. O. Reg. 403/21, s. 2.
44. (1) Notice to the holders of affected securities under subsection 190 (3) of the Act may be given by one publication a week for two consecutive weeks in a newspaper or newspapers having general circulation in the place where the corporation has, (a)  its registered office; (b)  its securities register; (c)  its register of transfers; (d)  any branch registers; and (e)  its principal place of business.  R.R.O. 1990, Reg. 62, s. 44 (1). (2) The notice referred to in subsection (1) shall first be published not less than forty days prior to the date of the meeting and shall state, (a)  the date, time, place and purpose of the meeting; (b)  the place where the information circular and any other relevant material may be examined; and (c)  that the material will be sent to any holder of affected securities upon request.  R.R.O. 1990, Reg. 62, s. 44 (2).
45. Revoked:  O. Reg. 400/95, s. 5.
46.-51. Revoked:  O. Reg. 288/00, s. 3.
51.1 Revoked:  O. Reg. 288/00, s. 3.
52.-54. Revoked:  O. Reg. 288/00, s. 3.
55. Revoked:  O. Reg. 400/95, s. 5.
56.-62. Revoked:  O. Reg. 288/00, s. 3.
63.-65. Revoked:  O. Reg. 190/99, s. 5.
65.1 Revoked:  O. Reg. 190/99, s. 5.
66. Revoked:  O. Reg. 190/99, s. 5. Schedule Revoked:  O. Reg. 190/99, s. 6. Forms 1-7 Revoked:  O. Reg. 288/00, s. 4. Form 7.1 Revoked:  O. Reg. 288/00, s. 4. Forms 8-11 Revoked:  O. Reg. 288/00, s. 4. Forms 12, 13 Revoked:  O. Reg. 400/95, s. 6. Forms 14-19 Revoked:  O. Reg. 288/00, s. 4. Form 20 Revoked:  O. Reg. 190/99, s. 7.  Français