1. (1) In this Act, “associate”, where used to indicate a relationship with any person, means, (a) any corporation of which such person beneficially owns, directly or indirectly, equity shares carrying more than 10 per cent of the voting rights attached to all equity shares of the corporation for the time being outstanding, (b) any corporation of which such person serves as an officer or director, (c) any corporation which is affiliated with associates of such person as otherwise determined under this clause, (d) any trust or estate in which such person has, in the opinion of the Minister, a substantial beneficial interest, (e) any trust or estate for which such person serves as trustee or in a similar capacity, (f) any trust or estate in which associates of such person, as otherwise determined under this clause, have, in the opinion of the Minister, a substantial beneficial interest, (g) any partner of such person or any participant in a joint venture of which such person is also a participant, or (h) any member of the family of such person; (“personne qui a un lien”) “corporation” means any body corporate whether or not it is a corporation to which the Business Corporations Act
applies; (“société”) “debt obligation” means a mortgage, bond, debenture, note or other similar obligation of a corporation, whether secured or unsecured; (“titre de créance”) “eligible investment” means an investment in a small business that complies with section 9; (“investissement admissible”) “equity capital” means the amount of consideration paid in money, calculated in the prescribed manner, for which equity shares are issued; (“capitaux propres”) “equity share” means a share of any class or series of shares of a corporation carrying a voting right either under all circumstances or under circumstances that have occurred and are continuing, other than a share of a class or series that must vote separately by reason of a statutory requirement; (“action participante”) “member of the family” means, with respect to a person, (a) his or her spouse, (b) his or her child, (c) his or her father, mother, brother or sister or any lawful descendant of such brother or sister, (d) the brother or sister of his or her father or mother or any lawful descendant of any such brother or sister, (e) the father, mother or any brother or sister of his or her spouse or any lawful descendant of any such brother or sister, (f) his or her son-in-law or daughter-in-law, (g) a person adopted by him or her under the Child and Family Services Act or the spouse or any lawful descendant of such person, or (h) his or her grandfather or grandmother; (“membre de la famille”) “Minister” means the Minister of Revenue or such other member of the Executive Council to whom the administration of this Act is assigned; (“ministre”) “Ministry” means the Ministry of the Minister; (“ministère”) “Northern and Eastern small business development corporation” means a small business development corporation that may make investments only in small businesses that are primarily located within the geographic boundaries of northern and eastern Ontario as defined in the regulations; (“société pour l’expansion des petites entreprises du Nord et de l’Est”) “person” means, except as otherwise expressly provided, an individual, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator or other legal representative and includes a corporation; (“personne”) “prescribed” means prescribed by the regulations; (“prescrit”) “register” means the register under this Act; (“registre”) “regulations” means the regulations made under this Act; (“règlements”) “security” means any share of any class or series of shares or any debt obligation of a corporation; (“valeur mobilière”) “small business” means a corporation having not more than the prescribed number of employees; (“petite entreprise”) “small business development corporation” means a corporation registered under this Act; (“société pour l’expansion des petites entreprises”) “spouse” means spouse as defined in section 29 of the Family Law Act; (“conjoint”) “stated capital” and “stated capital account” have the same meaning as “stated capital” and “stated capital account” in the Business Corporations Act. (“capital déclaré”, “compte capital déclaré”) Interpretation, subsidiary corporation (2) A corporation shall be deemed to be a subsidiary of another corporation if, (a) it is controlled by, (i) that other, or (ii) that other and one or more corporations each of which is controlled by that other, or (iii) two or more corporations each of which is controlled by that other; or (b) it is a subsidiary of a corporation that is that other’s subsidiary. holding corporation (3) A corporation shall be deemed to be another’s holding corporation if that other is its subsidiary. affiliated corporation (4) One corporation shall be deemed to be affiliated with another corporation if one of them is the subsidiary of the other or both are subsidiaries of the same corporation or each of them is controlled by the same person. Control (5) Unless otherwise prescribed, a corporation shall be deemed to be controlled by another person or corporation or by two or more corporations if, (a) shares of the first-mentioned corporation carrying more than 50 per cent of the votes for the election of directors are held, other than by way of security only, by or for the benefit of such other person or by or for the benefit of such other corporations; and (b) the votes carried by such shares are sufficient if exercised to elect a majority of the board of directors of the first-mentioned corporation. Calculation of total number of equity shares (6) In calculating the total number of equity shares of a corporation beneficially owned or controlled, for the purposes of this Act, the total number shall be calculated as the total of all the shares actually owned or controlled, but each share that carries the right to more than one vote shall be calculated as the number of shares equalling the total number of votes carried. Number of shareholders (7) In determining the number of shareholders of a corporation, for the purposes of this Act, two or more persons holding the same share or shares jointly shall be counted as one shareholder. Determination of small business (8) For the purpose of determining whether or not a corporation is a small business, there shall be taken into account the number of employees of any affiliated corporation. Offering equity shares to public (9) For the purposes of this Act, a corporation is offering its equity shares to the public only where, (a) in respect of any of its equity shares a prospectus has been filed under the Securities Act or any predecessor thereof so long as any of such equity shares are outstanding; or (b) any of its equity shares have been at any time since the 20th day of May, 1981, listed and posted for trading on any stock exchange in Ontario recognized by the Ontario Securities Commission regardless of when such listing and posting for trading commenced, except that where, upon the application of a corporation that has fewer than fifteen holders of equity shares, the Commission is satisfied, in its discretion, that to do so would not be prejudicial to the public interest, the Commission may order, subject to such terms and conditions as it may impose, that the corporation shall be deemed to have ceased to be offering its equity shares to the public.  R.S.O. 1990, c. S.12, s. 1. Register