Bill 85, Companies Statute Law Amendment Act, 2014

MacCharles, Hon. Tracy Minister of Consumer Services

Versions

Bill 85 2013

An Act to amend various companies statutes and to amend other statutes consequential to the Not-for-Profit Corporations Act, 2010

Note: This Act amends or repeals more than one Act. For the legislative history of these Acts, see the Table of Consolidated Public Statutes – Detailed Legislative History at www.e-Laws.gov.on.ca.

CONTENTS

1.	Contents of this Act
2.	Commencement
3.	Short title
Schedule 1	Business Corporations Act
Schedule 2	Business Names Act
Schedule 3	Corporations Act
Schedule 4	Corporations Information Act
Schedule 5	Extra-Provincial Corporations Act
Schedule 6	Limited Partnerships Act
Schedule 7	Not-for-Profit Corporations Act, 2010
Schedule 8	Amendments to Other Acts Consequential to the Not-for-Profit Corporations Act, 2010

______________

Her Majesty, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows:

Contents of this Act

1. This Act consists of this section, sections 2 and 3 and the Schedules to this Act.

Commencement

2. (1) Subject to subsections (2) and (3), this Act comes into force on the day it receives Royal Assent.

Same

(2) The Schedules to this Act come into force as provided in each Schedule.

Same

(3) If a Schedule to this Act provides that any provisions are to come into force on a day to be named by proclamation of the Lieutenant Governor, a proclamation may apply to one or more of those provisions, and proclamations may be issued at different times with respect to any one of those provisions.

Short title

3. The short title of this Act is the Companies Statute Law Amendment Act, 2013.

SCHEDULE 1
Business Corporations Act

1. (1) Clause (c) of the definition of "certified copy" in subsection 1 (1) of the Business Corporations Act is repealed and the following substituted:

(c) in relation to a document in the custody of the Director, a copy of the document certified to be a true copy by the Director and 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; ("copie certifiée conforme")

(2) The French version of clause (a) of the definition of "electronic signature" in subsection 1 (1) of the Act is repealed and the following substituted:

a) il est créé ou communiqué par un moyen de communication téléphonique ou électronique;

(3) The definition of "endorse" in subsection 1 (1) of the Act is repealed and the following substituted:

"endorse" includes,

(a) imprinting a stamp on the face of articles or other document sent to the Director, and

(b) making an appropriate entry in an electronic database maintained under section 276; ("produire")

(4) The definition of "incorporator" in subsection 1 (1) of the Act is repealed and the following substituted:

"incorporator" means a person who signs or otherwise authorizes articles of incorporation in accordance with the Director's requirements; ("fondateur")

(5) The definition of "Minister" in subsection 1 (1) of the Act is repealed and the following substituted:

"Minister" means the member of the Executive Council to whom responsibility for the administration of this Act is assigned or transferred under the Executive Council Act; ("ministre")

(6) The definition of "telephonic or electronic means" in subsection 1 (1) of the Act is repealed and the following substituted:

"telephonic or electronic means" means any means that uses the telephone or any other electronic or other technological means to transmit information or data, including telephone calls, voice mail, fax, email, automated touch-tone telephone system, computer or computer networks; ("moyen de communication téléphonique ou électronique")

2. The French version of paragraph 3 of subsection 3.2 (2) of the Act is repealed and the following substituted:

3. La dénomination sociale de la société doit comprendre l'expression «société professionnelle» ou «Professional Corporation» et être conforme aux règles concernant les dénominations sociales des sociétés professionnelles qui sont énoncées dans les règlements et aux règles concernant les dénominations sociales qui sont énoncées dans les règlements pris ou les règlements administratifs adoptés en vertu de la loi qui régit la profession.

3. (1) Subsection 5 (1) of the Act is repealed and the following substituted:

Contents of articles

(1) Articles of incorporation shall be in the form approved by the Director and shall set out the information required by this Act or the regulations or the Director.

(2) Subsection 5 (2) of the Act is repealed and the following substituted:

Director's consent

(2) The corporation shall keep at its registered office the consent to act as a first director, in the approved form,

(a) of each individual who is named in the articles as a first director and who is not an incorporator; and

(b) of each individual who is named in the articles as a first director and who is an incorporator, if the articles are sent to the Director in a format in which the Director does not require the individual's signature.

(3) Section 5 of the Act is amended by adding the following subsection:

Filing of consent

(2.2) The Director may at any time require that a copy of a consent mentioned in subsection (2) be filed with the Director.

4. Section 6 of the Act is repealed and the following substituted:

Certificate of incorporation

6. An incorporator shall send to the Director articles of incorporation and any other required documents and information and, upon receipt of the articles, documents and information, the Director shall endorse, in accordance with section 273, a certificate which shall constitute the certificate of incorporation.

5. (1) The French version of subsection 8 (1) of the Act is repealed and the following substituted:

Attribution d'un numéro

(1) Le directeur attribue à la société un numéro, qui figure dans le certificat de constitution ainsi que dans tout autre certificat concernant cette société produit ou délivré par le directeur comme étant le numéro de la société.

(2) Subsection 8 (4) of the Act is repealed and the following substituted:

Same

(4) Where for any reason the Director has endorsed a certificate in respect of articles that sets out the corporation number incorrectly, the Director may substitute a corrected certificate that bears the date of the certificate it replaces.

6. (1) Subsection 25 (4) of the Act is repealed and the following substituted:

Articles designating special shares

(4) Where, in respect of a series of shares, the directors exercise the authority conferred on them, before the issue of shares of such series, the directors shall send to the Director articles of amendment in the approved form designating such series and any other required documents and information.

(2) Subsection 25 (5) of the Act is repealed and the following substituted:

Certificate re special shares

(5) On receipt of articles of amendment designating a series of shares under subsection (4) and any other required documents and information, the Director shall endorse, in accordance with section 273, a certificate which shall constitute the certificate of amendment.

7. The French version of subsection 94 (2) of the Act is amended by striking out "par voie téléphonique ou électronique" and substituting "par un moyen de communication téléphonique ou électronique".

8. The French version of the definition of "form of proxy" in section 109 of the Act is amended by striking out "par voie téléphonique ou électronique" and substituting "par un moyen de communication téléphonique ou électronique".

9. The French version of clause 110 (4) (b) of the Act is amended by striking out "par voie téléphonique ou électronique" and substituting "par un moyen de communication téléphonique ou électronique".

10. Section 119 of the Act is amended by adding the following subsection:

Filing of consent

(12) The Director may at any time require that a copy of a consent mentioned in subsection (9) or (10) be filed with the Director.

11. Subsection 171 (1) of the Act is repealed and the following substituted:

Articles of amendment

(1) Articles of amendment in the approved form and any other required documents and information shall be sent to the Director.

12. Section 172 of the Act is repealed and the following substituted:

Certificate of amendment

172. Upon receipt of articles of amendment and any other required documents and information, the Director shall endorse, in accordance with section 273, a certificate which shall constitute the certificate of amendment.

13. (1) Subsection 173 (2) of the Act is repealed and the following substituted:

Same

(2) Restated articles of incorporation in the approved form and any other required documents and information shall be sent to the Director.

(2) Subsection 173 (3) of the Act is repealed and the following substituted:

Restated certificate of incorporation

(3) Upon receipt of restated articles of incorporation and any other required documents and information, the Director shall endorse, in accordance with section 273, a certificate which shall constitute the restated certificate of incorporation.

14. The French version of subsection 176 (5) of the Act is amended by striking out "avant l'apposition du certificat de fusion" and substituting "avant la production du certificat de fusion".

15. (1) Subsection 178 (1) of the Act is repealed and the following substituted:

Articles of amalgamation

(1) Subject to subsection 176 (5), after an amalgamation has been adopted under section 176 or approved under section 177, articles of amalgamation in the approved form and any other required documents and information shall be sent to the Director.

(2) Subsection 178 (4) of the Act is repealed and the following substituted:

Certificate of amalgamation

(4) Upon receipt of articles of amalgamation and any other required documents and information, the Director shall endorse, in accordance with section 273, a certificate which shall constitute the certificate of amalgamation.

16. (1) Subsection 180 (1) of the Act is repealed and the following substituted:

Articles of continuance

(1) A body corporate may apply to the Director for a certificate of continuance if,

(a) it is incorporated under the laws of any jurisdiction other than Ontario and the laws of the jurisdiction under which it was incorporated authorize it to make such an application; or

(b) it is a body corporate described in subsection 2.1 (1) of the Corporations Act and,

(i) the shareholders, by special resolution, authorize the directors of the body corporate to apply to the Director for a certificate of continuance under this Act, or

(ii) the body corporate has obtained a court order described in subsection 2.1 (5) of the Corporations Act.

(2) Subsection 180 (2) of the Act is repealed and the following substituted:

Same

(2) Articles of continuance in the approved form and any other required documents and information shall be sent to the Director.

(3) Subsection 180 (3) of the Act is amended by striking out "the laws of Ontario" wherever it appears and substituting in each case "this Act".

(4) Subsection 180 (4) of the Act is repealed and the following substituted:

Endorsement of certificate of continuance

(4) Upon receipt of articles of continuance and any other required documents and information, the Director may, on such terms and subject to such limitations and conditions as the Director considers proper, endorse, in accordance with section 273, a certificate which shall constitute the certificate of continuance.

(5) Subsection 180 (6) of the Act is repealed and the following substituted:

Copy of certificate of continuance

(6) In the case of a body corporate described in clause (1) (a), the Director shall send a copy of the certificate of continuance to the appropriate official or public body in the jurisdiction in which continuance under this Act was authorized.

17. (1) Clause 181 (3) (b) of the Act is repealed and the following substituted:

(b) by the Director when, following receipt from the corporation of an application in the approved form and any other required documents and information, the Director endorses an authorization in respect of the application.

(2) The French version of subsection 181 (4) of the Act is repealed and the following substituted:

Autorisation du directeur

(4) S'il est convaincu que la demande n'est pas interdite par le paragraphe (9), le directeur peut produire l'autorisation.

(3) The French version of subsection 181 (6) of the Act is amended by striking out "la date de l'apposition de l'autorisation" and substituting "la date de la production de l'autorisation".

18. (1) Clause 181.1 (3) (b) of the Act is repealed and the following substituted:

(2) The French version of subsection 181.1 (5) of the Act is amended by striking out "la date de l'apposition de l'autorisation" and substituting "la date de la production de l'autorisation".

19. The Act is amended by adding the following section:

Continuance as corporation without share capital

181.2 (1) A corporation may, if it is a subsisting corporation authorized by the shareholders in accordance with this section, apply under the Not-for-Profit Corporations Act, 2010 to be continued as a corporation without share capital.

Notice to shareholders

(2) The notice of the meeting of shareholders to authorize an application under subsection (1) must include or be accompanied by a statement that a dissenting shareholder is entitled to be paid the fair value of the shares in accordance with section 185, but failure to make that statement does not invalidate an authorization under subsection (3).

Authorization

(3) An application for continuance is authorized by the shareholders when the shareholders voting thereon have approved of the continuance by a special resolution in accordance with section 115 of the Not-for-Profit Corporations Act, 2010.

Abandoning application

(4) The directors of a corporation may, if authorized by the shareholders, abandon an application without further approval of the shareholders.

Act ceases to apply

(5) This Act ceases to apply to the corporation on the date upon which the corporation is continued under the Not-for-Profit Corporations Act, 2010.

20. Section 183 of the Act is repealed and the following substituted:

Articles of arrangement sent to Director

183. (1) After an order referred to in clause 182 (5) (f) has been made, articles of arrangement in the approved form and any other required documents and information shall be sent to the Director.

Certificate of arrangement

(2) Upon receipt of articles of arrangement and any other required documents and information, the Director shall endorse, in accordance with section 273, a certificate which shall constitute the certificate of arrangement.

Effective date of articles of arrangement

(3) Articles of arrangement are effective on the date shown in the certificate of arrangement.

21. Subsection 185 (1) of the Act is amended by striking out "or" at the end of clause (d) and by adding the following clauses:

(d.1) be continued under the Co-operative Corporations Act under section 181.1;

(d.2) be continued under the Not-for-Profit Corporations Act, 2010 under section 181.2; or

22. (1) Subsection 186 (4) of the Act is repealed and the following substituted:

Articles of reorganization

(4) After a reorganization has been made, articles of reorganization in the approved form and any other required documents and information shall be sent to the Director.

(2) Subsection 186 (5) of the Act is repealed and the following substituted:

Certificate

(5) Upon receipt of articles of reorganization and any other required documents and information, the Director shall endorse, in accordance with section 273, a certificate which shall constitute the certificate of amendment, and the articles are amended accordingly.

23. Subsection 193 (4) of the Act is amended by striking out "in the prescribed form" and substituting "in the approved form".

24. (1) Subsection 205 (2) of the Act is amended by striking out "in the prescribed form" and substituting "in the approved form".

(2) Subsection 205 (6) of the Act is repealed and the following substituted:

Copy of extension order to be filed

(6) The person on whose application an order was made under subsection (4) or (5) shall file with the Director, within 10 days after the order was made, a certified copy of the order, a notarial copy of the original order or of the certified copy or any other type of copy of the order permitted by the Director, and shall promptly publish notice of the order in The Ontario Gazette.

25. Subsection 210 (4) of the Act is amended by striking out "in the prescribed form" and substituting "in the approved form".

26. Subsection 218 (2) of the Act is repealed and the following substituted:

Copy of dissolution order to be filed

(2) The person on whose application the order was made shall file with the Director, within 10 days after the order was made, a certified copy of the order, a notarial copy of the original order or of the certified copy or any other type of copy of the order permitted by the Director, and shall promptly publish notice of the order in The Ontario Gazette.

27. (1) Subsection 238 (1) of the Act is amended by striking out "shall follow the prescribed form" in the portion before clause (a) and substituting "shall be in the approved form".

(2) Subsection 238 (2) of the Act is amended by striking out "shall follow the prescribed form" in the portion before clause (a) and substituting "shall be in the approved form".

28. Subsection 239 (1) of the Act is repealed and the following substituted:

Certificate of dissolution

(1) Upon receipt of the articles of dissolution and any other required documents and information, the Director shall endorse, in accordance with section 273, a certificate which shall constitute the certificate of dissolution.

29. The French version of subsection 240 (1) of the Act is amended by striking out "ou de tout autre certificat délivré ou apposé" in the portion before clause (a) and substituting "ou de tout autre certificat délivré ou produit".

30. (1) Subsection 241 (6) of the Act is amended by striking out "which shall be in prescribed form" at the end and substituting "in the approved form".

(2) Subsection 241 (7) of the Act is repealed and the following substituted:

Certificate of revival

(7) Upon receipt of articles of revival and any other required documents and information, the Director, subject to subsection (5), shall endorse, in accordance with section 273, a certificate which shall constitute the certificate of revival.

31. (1) Subsection 251 (1) of the Act is amended by striking out "Where the Director refuses to endorse a certificate on articles" at the beginning and substituting "Where the Director refuses to endorse a certificate in respect of articles".

(2) Subsection 251 (2) of the Act is amended by striking out "the Director has not endorsed a certificate on such articles or other document" and substituting "the Director has not endorsed a certificate in respect of such articles or other document".

32. (1) Clause 252 (1) (a) of the Act is repealed and the following substituted:

(a) to refuse to endorse a certificate in respect of articles or any other document;

(2) The French version of clause 252 (1) (e) of the Act is repealed and the following substituted:

e) de refuser de produire une autorisation en vertu de l'article 181;

33. Section 265 of the Act is repealed and the following substituted:

Delegation of Director's duties and powers

265. The Director may delegate in writing any or all of his or her duties and powers under this Act to any public servant employed under Part III of the Public Service of Ontario Act, 2006, subject to any restrictions set out in the delegation.

34. The Act is amended by adding the following section:

Director's certificate, etc.

265.1 (1) Where 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.

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 or certified copy.

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.

35. (1) Subsection 270 (1) of the Act is repealed and the following substituted:

Examination, etc., of documents

(1) A person who has paid the required fee is entitled during usual business hours to examine and to make copies of or extracts from any document required by this Act or the regulations to be sent to the Commission.

(2) Section 270 of the Act is amended by adding the following subsection:

(1.1) A person who has paid the required fee is entitled, using any search method approved by the Director (which may include an electronic method), to examine and obtain copies of any document required by this Act, the regulations or the Director to be sent to the Director, or, if the person does not obtain a copy of an entire such document in electronic format, copies of an extract from any document required by this Act, the regulations or the Director to be sent to the Director.

(3) Subsection 270 (3) of the Act is repealed and the following substituted:

Privileged documents

(3) Subsections (1), (1.1) and (2) do not apply in respect of,

(a) a report described in subsection 162 (2) that the court has ordered not to be made available to the public; or

(b) documents and financial statements that were required by this Act or the regulations to be filed with the Director with an application for exemption from the requirements of Part XII of this Act.

36. Subsection 271.1 (1) of the Act is repealed and the following substituted:

Minister's regulations

(1) The Minister may make regulations,

(a) prescribing the documents relating to a corporation's name that must be filed with the Director under subsection 9 (3);

(b) prescribing the punctuation marks and other marks that may form part of a corporation's name under subsection 10 (3);

(d) designating articles, applications and other documents and information to be filed with the Director,

(i) in paper or electronic format,

(ii) in electronic format alone, or

(iii) in paper format alone;

(e) respecting and governing the content, form, format (including electronic format) and filing of articles, applications and other documents and information filed with or issued by the Director;

(f) respecting and governing the manner of completion, submission and acceptance of articles, applications and other documents and information filed with the Director and the determination of the date of receipt;

(g) subject to any terms and conditions specified in the regulation, prescribing and governing documents and information that are required to support articles, applications and other forms approved under section 272.1 and specifying, for each of the formats designated under clause (d),

(i) the documents and information that must be filed with the Director together with articles, applications and other forms approved under section 272.1, and

(ii) the documents and information that must be retained by the corporation and, upon receipt of and in accordance with written notice from the Director, must be filed with the Director or given to any other person specified in the notice;

(h) permitting the Director, subject to any terms and conditions imposed by the Director, for each of the formats designated under clause (d),

(i) to require that a document or information prescribed under subclause (g) (i) be retained by the corporation and, upon receipt of and in accordance with written notice from the Director, be filed with the Director or given to any other person specified in the notice,

(ii) to require that a document or information prescribed under subclause (g) (ii) be filed with the Director together with articles, applications and other forms approved under section 272.1, and

(iii) to require that a document required by this Act to be filed with the Director be retained by the corporation and, upon receipt of and in accordance with written notice from the Director, be filed with the Director or given to any other person specified in the notice;

(i) governing the terms and conditions that the Director may impose pursuant to a regulation made under clause (h);

(j) governing the retention and destruction of articles, applications and other documents and information filed with the Director, including the form and format in which they must be retained;

(k) prescribing exceptions under section 177;

(l) designating public servants employed under Part III of the Public Service of Ontario Act, 2006, or classes of them, for the purpose of endorsing certificates, issuing certificates as to any fact or certifying true copies of documents required or authorized under this Act;

(m) prescribing circumstances in which a certificate referred to in subsection 273 (2) or (4) may be dated with a date earlier than the dates specified in that subsection;

(n) prescribing documents for the purposes of subsection 273.1 (2);

(o) prescribing duties and powers of the Director in addition to those set out in this Act;

(p) prescribing any matter that the Minister considers necessary or advisable for the purposes of this Act.

37. Section 271.2 of the Act is repealed and the following substituted:

Requirements established by Director

271.2 (1) The Director may establish requirements,

(a) respecting and governing the content, form, format (including electronic format) and filing of articles, applications and other documents and information filed with or issued by the Director;

(b) respecting and governing the manner of completion, submission and acceptance of articles, applications and other documents and information filed with the Director and the determination of the date of receipt;

(c) specifying that articles, applications and other documents and information may be filed with the Director only by a person authorized by the Director or who belongs to a class of persons authorized by the Director, and governing such authorization, including establishing conditions and requirements to be an authorized person, imposing terms and conditions on an authorization and requiring any person who applies for an authorization to enter into an agreement with the Director governing the filing of articles, applications and other documents and information;

(d) specifying whether and which articles, applications and other forms approved under section 272.1 must be signed, establishing requirements respecting their signing and governing the form and format of signatures, including establishing rules respecting electronic signatures;

(e) specifying and governing methods of executing articles, applications, other forms approved under section 272.1 and statements other than by signing them and establishing rules respecting those methods;

(f) where this Act specifies requirements respecting the signing of articles, applications and other documents filed with the Director, specifying and governing alternative requirements for their signing or providing that signing is not required;

(g) establishing the time and circumstances when articles, applications and other documents and information are considered to be sent to or received by the Director, and the place where they are considered to have been sent or received;

(h) establishing technology standards and requirements for filing articles, applications and other documents and information in electronic format with the Director;

(i) specifying a type of copy of a court order or other document issued by the court that may be filed with the Director;

(j) governing search methods of records for the purpose of subsection 270 (1.1).

Non-application of Legislation Act, 2006

(2) Part III (Regulations) of the Legislation Act, 2006 does not apply to a requirement established by the Director under subsection (1).

Conflict

(3) If there is a conflict between a requirement established under this section and a regulation made under this Act, the regulation prevails to the extent of the conflict.

38. Paragraph 12 of section 272 of the Act is repealed.

39. The Act is amended by adding the following section:

Forms

272.1 The Director may require that forms approved by the Director be used for any purpose under this Act.

40. The Act is amended by adding the following section:

Methods of endorsing and issuing

272.2 Subject to section 273, the Director may endorse articles and applications and issue certificates, certified copies and other documents by any method, and may use or issue validation codes or other systems or methods of validation in respect of such endorsements and issuance.

41. Section 273 of the Act is repealed and the following substituted:

Where articles to be sent to Director

Paper filing

273. (1) Where this Act requires that articles be sent to the Director, unless otherwise provided in this Act or the regulations,

(a) two duplicate originals of the articles must be signed by a director or an officer of the corporation or, in the case of articles of incorporation, by all incorporators; and

(b) upon receiving duplicate originals of any articles in the approved form that have been executed in accordance with this Act, any other required documents and information and the required fee, the Director shall, subject to his or her discretion as provided in subsections 180 (4) and 241 (5), and subject to subsection (2),

(i) endorse a certificate in respect of each duplicate original, setting out the day, month and year of endorsement and the corporation number,

(ii) file a copy of the articles with the endorsement of the certificate, and

(iii) send to the corporation or its representative one duplicate original of the articles with the endorsement of the certificate.

Date of certificate, paper filing

(2) Subject to the regulations, a certificate referred to in subsection (1), other than a certificate of arrangement, must be dated as of the day the Director receives the duplicate originals of any articles together with all other required documents executed in accordance with this Act, all other required information and the required fee, or as of any later date acceptable to the Director and specified by the person who submitted the articles or by the court.

Electronic filing

(3) Despite subsections (1) and (2), if articles are sent to the Director in an electronic format that is prescribed by the Minister or required by the Director,

(a) the articles must meet any signature or authorization requirements established by the Director under subsection 271.2 (1); and

(b) upon receiving any articles completed in accordance with this Act, any other required documents and information and the required fee, the Director shall, subject to his or her discretion as provided in subsections 180 (4) and 241 (5), and subject to subsection (5),

(i) endorse a certificate by making an appropriate entry in an electronic database maintained under section 276, and

(ii) send or otherwise provide to the corporation or its representative a copy of the certificate in a form approved by the Director.

Date of certificate, electronic filing

(4) Subject to the regulations, a certificate referred to in subsection (3), other than a certificate of arrangement, must be dated as of the day the Director receives any articles in the prescribed or required electronic format completed in accordance with this Act together with all other required documents executed in accordance with this Act, all other required information and the required fee, or as of any later date acceptable to the Director and specified by the person who submitted the articles or by the court.

Effective date of articles

(5) Articles endorsed with a certificate under this section are 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 endorsement and filing or recording of the certificate by the Director is taken at a later date.

42. Section 273.1 of the Act is repealed and the following substituted:

Electronic version prevails

Articles and applications

273.1 (1) If articles or an application are filed with the Director in an electronic format and there is a conflict between the electronic and any other version of the articles or application, the electronic version of the articles endorsed with a certificate pursuant to subsection 273 (3) and recorded in an electronic database maintained under section 276 or the electronic version of the application endorsed with an authorization under section 181 or 181.1 and recorded in an electronic database maintained under section 276, or a printed copy of such 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 and the regulations.

Prescribed documents

(2) If a prescribed document is filed in an electronic format and there is a conflict between the electronic and any other version of the document, the electronic version of the document recorded in an electronic database maintained under section 276, or a printed copy of such 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 and the regulations.

43. Section 273.2 of the Act is repealed.

44. The Act is amended by adding the following section:

Filing by fax

274. Despite section 273 and any regulation made under section 271.1, articles, applications and other documents may be filed by fax only with the Director's consent.

45. Section 275 of the Act is repealed and the following substituted:

Errors in certificates, etc.

275. (1) If a certificate or other document issued or endorsed under this Act or a predecessor of this Act contains an error, or where a certificate or other document has been endorsed or issued in respect of articles or any other documents that contain an error, or where an error has been made in respect of the date of the certificate specified by a person under subsection 273 (2) or (4), the corporation or its directors or shareholders 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.

Same

(2) If the Director is aware of an error described in subsection (1), he or she 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.

Director to endorse corrected certificate, etc.

(3) After giving the corporation an opportunity to be heard in respect of an error under subsection (1) or (2), 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.

Date on certificate

(4) A corrected certificate or other document endorsed under subsection (3) may bear the date of the certificate or other document it replaces.

Same

(5) If a correction is made with respect to the date of the certificate, the corrected certificate endorsed under subsection (3) shall bear the corrected date.

Appeal

(6) 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 make such further order as it thinks fit.

46. Section 278 of the Act is repealed and the following substituted:

Appointment of Director

278. The Minister shall appoint a Director to carry out the duties and exercise the powers of the Director under this or any other Act.

47. Subsections 31 (2), (3) and (4) of Schedule E to the Red Tape Reduction Act, 1998 are repealed.

48. Subsections 1 (12) and (13) of Schedule 2 to the Good Government Act, 2011 are repealed.

Commencement

49. (1) Subject to subsection (2), this Schedule comes into force on a day to be named by proclamation of the Lieutenant Governor.

Same

(2) Sections 2, 47 and 48 come into force on the day the Companies Statute Law Amendment Act, 2013 receives Royal Assent.

SCHEDULE 2
Business Names Act

1. (1) Section 1 of the Business Names Act is amended by adding the following definition:

"electronic signature" means an identifying mark or process that is,

(a) created or communicated using telephonic or electronic means,

(b) attached to or associated with a document or other information, and

(c) made or adopted by a person to associate the person with the document or other information, as the case may be; ("signature électronique")

(2) The definition of "Minister" in section 1 of the Act is repealed and the following substituted:

"Minister" means the member of the Executive Council to whom responsibility for the administration of this Act is assigned or transferred under the Executive Council Act; ("ministre")

(3) Section 1 of the Act is amended by adding the following definition:

"telephonic or electronic means" means any means that uses the telephone or any other electronic or other technological means to transmit information or data, including telephone calls, voice mail, fax, email, automated touch-tone telephone system, computer or computer networks. ("moyen de communication téléphonique ou électronique")

2. (1) Subsection 3 (1) of the Act is repealed and the following substituted:

Registrar

(1) The Minister shall appoint a Registrar to carry out the duties and exercise the powers of the Registrar under this Act and the Limited Partnerships Act.

(2) Subsection 3 (2) of the Act is repealed and the following substituted:

Delegation of duties and powers

(2) The Registrar may delegate in writing any or all of his or her duties and powers under this Act or the Limited Partnerships Act to any public servant employed under Part III of the Public Service of Ontario Act, 2006, subject to any restrictions set out in the delegation.

(3) Subsection 3 (3) of the Act is amended by striking out "or filed under the Limited Partnerships Act" at the end and substituting "or declaration filed under the Limited Partnerships Act".

(4) Subsection 3 (4) of the Act is repealed and the following substituted:

Available to the public

(4) Any person is entitled, using any search method approved by the Registrar (which may include an electronic method), to examine and obtain copies of the records maintained by the Registrar under this Act or the Limited Partnerships Act.

(5) Section 3 of the Act is amended by adding the following subsections:

Corporation number

(5) If a corporation files a document under this Act or the Limited Partnerships Act, the Registrar may assign a corporation number to the corporation where the Registrar is of the opinion that it is appropriate to do so.

Same

(6) If the Registrar assigns a corporation number to a corporation under subsection (5) that is the same as the corporation number previously assigned to another corporation, the Registrar may change the number assigned to the corporation.

3. (1) Subsection 4 (1.1) of the Act is repealed and the following substituted:

Period

(1.1) The registration is effective for five years from the date determined under the regulations.

(2) Subsection 4 (4) of the Act is amended by striking out "in the prescribed form" and substituting "in the approved form".

4. (1) Subsection 8 (2) of the Act is repealed and the following substituted:

Signature

(2) A certificate or certified copy referred to in subsection (1) must be signed by the Registrar or by a public servant employed under Part III of the Public Service of Ontario Act, 2006 and designated by the regulations.

(2) Subsection 8 (3) of the Act is repealed and the following substituted:

Evidence

(3) A certificate or certified copy referred to in subsection (1) is admissible in evidence in all courts as proof, in the absence of evidence to the contrary, of the contents of the document or of the non-registration of a name, as the case may be, without proof of the appointment or signature of the person appearing to have signed the certificate or certified copy.

(3) Section 8 of the Act is amended by adding the following subsection:

Reproduction of signature

(4) For the purposes of this section, any signature of the Registrar or of a public servant may be printed or otherwise mechanically or electronically reproduced.

5. (1) Subsection 9 (1) of the Act is amended by striking out "Records prepared and maintained by the Registrar" at the beginning and substituting "Records prepared and maintained by the Registrar under this Act or the Limited Partnerships Act".

(2) Subsections 9 (2), (3) and (4) of the Act are repealed and the following substituted:

Admission as evidence

(2) If records maintained by the Registrar are prepared and maintained other than in written form,

(a) the Registrar shall give any copy required to be given under this Act in intelligible written form; and

(b) a report reproduced from those records that purports to be certified by the Registrar or by a public servant employed under Part III of the Public Service of Ontario Act, 2006 and designated by the regulations is, without proof of the office or signature of the person appearing to have signed the certificate or certified copy, admissible in evidence.

Copies

(3) The Registrar is not required to produce the original of a document if a copy is given in compliance with clause (2) (a).

6. (1) The English version of subsection 9.1 (2) of the Act is amended by striking out "telephone transmission of a facsimile of the notice or other document" and substituting "fax".

(2) Subsection 9.1 (5) of the Act is repealed.

7. The Act is amended by adding the following section:

Filing by fax

9.2 Despite any regulation made under section 10.1, documents may be filed by fax only with the Registrar's consent.

8. The Act is amended by adding the following section:

Electronic version prevails

9.3 If a document is filed for registration in an electronic format and there is a conflict between the electronic and any other version of the registration, the electronic version of the registration recorded in an electronic database maintained by the Registrar under section 9, or a printed copy of such electronic version, prevails over any other version of the registration that may exist, regardless of whether the other version of the registration has been executed in accordance with this Act and the regulations.

9. Subsection 10.1 (0.1) of the Act is repealed and the following substituted:

Powers of Minister

Minister's regulations

(0.1) The Minister may make regulations,

(a) governing the assignment of corporation numbers under subsection 3 (5);

(b) governing the determination of the date from which a registration is effective for the purposes of subsection 4 (1.1);

(d) designating public servants employed under Part III of the Public Service of Ontario Act, 2006, or classes of them, for the purpose of issuing certificates and certified copies under this Act;

(e) designating documents and information to be filed with the Registrar,

(i) in paper or electronic format,

(ii) in electronic format alone, or

(iii) in paper format alone;

(f) respecting and governing the content, form, format (including electronic format) and filing of forms filed for registration and other documents and information filed with or issued by the Registrar;

(g) respecting and governing the manner of completion, submission and acceptance of forms filed for registration and other documents and information filed with the Registrar and the determination of the date of receipt;

(h) subject to any terms and conditions specified in the regulation, prescribing and governing documents and information that are required to support forms filed for registration and other forms approved under section 10.2 and specifying, for each of the formats designated under clause (e),

(i) the documents and information that must be filed with the Registrar together with forms filed for registration and other forms approved under section 10.2, and

(ii) the documents and information that must be retained by the corporation or other person and, upon receipt of and in accordance with written notice from the Registrar, must be filed with the Registrar or given to any other person specified in the notice;

(i) permitting the Registrar, subject to any terms and conditions imposed by the Registrar, for each of the formats designated under clause (e),

(i) to require that a document or information prescribed under subclause (h) (i) be retained by the corporation or other person and, upon receipt of and in accordance with written notice from the Registrar, be filed with the Registrar or given to any other person specified in the notice, and

(ii) to require that a document or information prescribed under subclause (h) (ii) be filed with the Registrar together with forms filed for registration and other forms approved under section 10.2;

(j) governing the terms and conditions that the Registrar may impose pursuant to a regulation made under clause (i);

(k) governing the retention and destruction of registrations, certificates and other documents and information filed with the Registrar, including the form and format in which they must be retained;

(l) prescribing duties and powers of the Registrar in respect of this Act in addition to those set out in this Act;

(m) prescribing any matter that the Minister considers necessary or advisable for the purposes of this Act.

10. Section 10.2 of the Act is repealed and the following substituted:

Forms

10.2 The Registrar may require that forms approved by the Registrar be used for any purpose under this Act.

11. The Act is amended by adding the following section:

Methods of issuing

10.3 The Registrar may issue certificates, certified copies and other documents by any method, and may use or issue validation codes or other systems or methods of validation in respect of such issuance under this Act or the Limited Partnerships Act.

12. The Act is amended by adding the following section:

Requirements established by Registrar

10.4 (1) The Registrar may establish requirements,

(a) respecting and governing the content, form, format (including electronic format) and filing of forms filed for registration and other documents and information filed with or issued by the Registrar;

(b) respecting and governing the manner of completion, submission and acceptance of forms filed for registration and other documents and information filed with the Registrar and the determination of the date of receipt;

(c) specifying that forms filed for registration and other documents and information may be filed with the Registrar only by a person authorized by the Registrar or who belongs to a class of persons authorized by the Registrar, and governing such authorization, including establishing conditions and requirements to be an authorized person, imposing terms and conditions on an authorization and requiring any person who applies for an authorization to enter into an agreement with the Registrar governing the filing of forms filed for registration and other documents and information;

(d) specifying whether and which forms approved under section 10.2 must be signed, establishing requirements respecting their signing and governing the form and format of signatures, including establishing rules respecting electronic signatures;

(e) specifying and governing methods of executing forms approved under section 10.2 other than by signing them and establishing rules respecting those methods;

(f) establishing the time and circumstances when forms filed for registration and other documents and information are considered to be sent to or received by the Registrar, and the place where they are considered to have been sent or received;

(g) establishing technology standards and requirements for filing forms for registration and other documents and information in electronic format with the Registrar;

(h) specifying a type of copy of a court order or other document issued by a court that may be filed with the Registrar;

(i) governing search methods of records that are maintained by the Registrar for the purposes of this Act under subsection 3 (3).

Non-application of Legislation Act, 2006

(2) Part III (Regulations) of the Legislation Act, 2006 does not apply to a requirement established by the Registrar under subsection (1).

Conflict

(3) If there is a conflict between a requirement established under this section and a regulation made under this Act, the regulation prevails to the extent of the conflict.

13. (1) Clause 11 (a) of the Act is repealed.

(2) Clause 11 (b) of the Act is repealed.

14. Subsections 39 (2) and (3) of Schedule E to the Red Tape Reduction Act, 1998 are repealed.

Commencement

15. (1) Subject to subsection (2), this Schedule comes into force on a day to be named by proclamation of the Lieutenant Governor.

Same

(2) Section 14 comes into force on the day the Companies Statute Law Amendment Act, 2013 receives Royal Assent.

SCHEDULE 3
Corporations Act

1. (1) Section 1 of the Corporations Act is amended by adding the following definition:

"Director" means the Director appointed under section 278 of the Business Corporations Act; ("directeur")

(2) Section 1 of the Act is amended by adding the following definition:

"electronic signature" means an identifying mark or process that is,

(a) created or communicated using telephonic or electronic means,

(b) attached to or associated with a document or other information, and

(c) made or adopted by a person to associate the person with the document or other information, as the case may be; ("signature électronique")

(3) The definition of "Minister" in section 1 of the Act is repealed and the following substituted:

"Minister" means the member of the Executive Council to whom responsibility for the administration of this Act is assigned or transferred under the Executive Council Act; ("ministre")

(4) Section 1 of the Act is amended by adding the following definition:

"telephonic or electronic means" means any means that uses the telephone or any other electronic or other technological means to transmit information or data, including telephone calls, voice mail, fax, email, automated touch-tone telephone system, computer or computer networks. ("moyen de communication téléphonique ou électronique")

2. (1) Section 2 of the Act is repealed and the following substituted:

Application of Act

2. (1) This Act, except where it is otherwise expressly provided, applies to,

(a) a company that has objects in whole or in part of a social nature that,

(i) was incorporated by or under a general or special Act of the Parliament of the late Province of Upper Canada,

(ii) was incorporated by or under a general or special Act of the Parliament of the late Province of Canada, that has its head office and carries on business in Ontario and that was incorporated with objects to which the authority of the Legislature extends, and

(iii) was incorporated by or under a general or special Act of the Legislature; and

(b) a corporation that is an insurer within the meaning of subsection 141 (1).

Non-application of Act

(2) This Act does not apply to,

(a) a corporation to which the Business Corporations Act, the Co-operative Corporations Act or the Not-for-Profit Corporations Act, 2010 applies; or

(b) a corporation incorporated for the construction and working of a railway, an incline railway or a street railway.

(2) Clause 2 (1) (a) of the Act, as enacted by subsection (1), is repealed and the following substituted:

(a) a company that has objects in whole or in part of a social nature that,

(i) was incorporated by or under a special Act of the Parliament of the late Province of Upper Canada,

(ii) was incorporated by or under a special Act of the Parliament of the late Province of Canada, that has its head office and carries on business in Ontario and that was incorporated with objects to which the authority of the Legislature extends, or

(iii) was incorporated by or under a special Act of the Legislature; and

3. (1) The Act is amended by adding the following section before Part I:

Continuance under other Acts of companies with objects of a social nature

2.1 (1) A company that has objects in whole or in part of a social nature that was incorporated or continued under this Act shall, no later than the fifth anniversary of the day this section comes into force, apply, pursuant to a special resolution, to be continued,

(a) as a corporation without share capital under the Not-for-Profit Corporations Act, 2010;

(b) as a co-operative corporation under the Co-operative Corporations Act; or

Approval of special resolution by each class of shareholders

(2) Where the company has more than one class of shareholders, each class must authorize the continuance by approving the special resolution under subsection (1) by a separate vote.

Minister's consent not required

(3) Despite any requirement under this or any other Act, the Minister's authorization or consent is not required for a company described in subsection (1) to be continued as provided under that subsection.

Letters patent not to be amended for purpose of continuance

(4) A company shall not file supplementary letters patent under this Act to amend its letters patent in order to bring them into compliance with the Act under which the company applies to be continued under subsection (1).

Application to court to waive shareholder approval

(5) If a company is unable to obtain a quorum, including a quorum for each class of shareholders, to approve the special resolution required by subsection (1), the company may apply to the court for an order waiving the requirement for a special resolution.

Same

(6) The court may issue the order applied for under subsection (5) on the terms and conditions that the court considers appropriate in the circumstances if the court is satisfied that the company has made reasonable efforts to locate shareholders and to serve them with a notice of meeting.

Certificate to be filed

(7) A company that is continued under the Co-operative Corporations Act under clause (1) (b) shall file with the Minister a copy of its certificate of continuance within 60 days after that certificate has been issued to it.

Dissolution of company if not continued

(8) If a company that is required by subsection (1) to be continued under another Act is not so continued by the fifth anniversary of the day this section comes into force, the company is hereby dissolved as of the day after the fifth anniversary of the day this section comes into force.

Saving

(9) Despite subsection (8), a company is deemed to exist after its dissolution under that subsection for the following purposes:

1. To hold a meeting of the members in order to pass the special resolution referred to in subsection (1).

2. To apply to the court under subsection (5).

3. To file articles of continuance under one of the Acts listed in subsection (1).

Revival of dissolved company

(10) A company dissolved under subsection (8) is revived on the date that a certificate of continuance is issued under one of the Acts listed in subsection (1) and upon revival the company is deemed for all purposes to have never been dissolved, subject to any terms, conditions and limitations imposed under the Act under which the company is continued, and any rights acquired by any person during the period of dissolution.

Act ceases to apply

(11) This Act, except for subsection (7) of this section, ceases to apply to a company described in subsection (1) upon its being continued under another Act.

(2) Section 2.1 of the Act, as enacted by subsection (1), is amended by adding the following subsection:

Limited application of Act to dissolved company

(12) Subsections (9), (10) and (11) continue to apply to a company dissolved under subsection (8) until the company is continued under one of the Acts listed in subsection (1).

4. The Act is amended by adding the following section before Part I:

Delegation

Minister

2.2 (1) The Minister may delegate in writing any or all of his or her duties and powers under this Act to any public servant employed under Part III of the Public Service of Ontario Act, 2006, subject to any restrictions set out in the delegation.

Director

(2) The Director may delegate in writing any or all of his or her duties and powers under this Act to any public servant employed under Part III of the Public Service of Ontario Act, 2006, subject to any restrictions set out in the delegation.

5. The Act is amended by adding the following section before Part I:

Signature required on letters patent, certificate, etc.

2.3 (1) Where the Minister issues letters patent, supplementary letters patent, an order or a certificate as to any fact, or certifies true copies of a document, the letters patent, supplementary letters patent, order, certificate or certified copy must be signed by the Minister, 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.

Evidence

(2) Letters patent, supplementary letters patent, an order, 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 letters patent, supplementary letters patent, order, certificate or certified copy.

Reproduction of signature

(3) For the purposes of this section, any signature of the Minister, the Director or a public servant may be printed or otherwise mechanically or electronically reproduced.

6. Section 3 of the Act is repealed.

7. Subsection 4 (1) of the Act is amended by striking out "Lieutenant Governor" and substituting "Minister".

8. Subsection 5 (1) of the Act is amended by striking out "Lieutenant Governor" and substituting "Minister".

9. The Act is amended by adding the following section:

Filing by fax

5.1 Despite any regulations made under section 326.1, applications for letters patent and supplementary letters patent and any other applications, documents, notices and information may be filed by fax only with the Director's consent.

10. The Act is amended by adding the following section:

Electronic version prevails

Letters patent, supplementary letters patent, order or authorization

5.2 (1) If an application for letters patent, supplementary letters patent, an order or an authorization is filed with the Minister in an electronic format and there is a conflict between the electronic and any other version of the letters patent, supplementary letters patent, order or authorization, the electronic version of the letters patent, supplementary letters patent, order or authorization issued pursuant to subsection 12.1 (2) and recorded in an electronic database maintained under section 6, or a printed copy of such 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 and the regulations.

Prescribed documents

(2) If a prescribed document is filed in an electronic format and there is a conflict between the electronic and any other version of the document, the electronic version of the document recorded in an electronic database maintained under section 6, or a printed copy of such 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 and the regulations.

11. Section 6 of the Act is repealed and the following substituted:

Form of Minister's records

6. (1) Records required by this Act to be prepared and maintained by the Minister 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.

Admission as evidence

(2) If records maintained by the Minister are prepared and maintained other than in written form,

(a) the Minister shall give any copy required to be given under this Act in intelligible written form; and

(b) a report reproduced from those records that purports to be certified by the Minister or by a public servant employed under Part III of the Public Service of Ontario Act, 2006 and designated by the regulations is, without proof of the office or signature of the person appearing to have signed the certificate or certified copy, admissible in evidence.

Copy in lieu of document

(3) The Minister is not required to produce the original of any document if a copy of the document is given in compliance with clause (2) (a).

12. Section 8 of the Act is repealed and the following substituted:

Evidence under oath

8. The Minister, the Director or any public servant employed under Part III of the Public Service of Ontario Act, 2006 and designated by the regulations to whom an application is referred may take evidence under oath with respect to the application.

13. Section 9 of the Act is amended by striking out "Lieutenant Governor" and substituting "Minister".

14. The French version of section 10 of the Act is amended by striking out "d'un décret" and substituting "d'un arrêté".

15. Subsection 12 (2) of the Act is repealed and the following substituted:

Effective date of letters patent, etc., in paper format

(2) Letters patent of incorporation, letters patent of continuation, letters patent of amalgamation and supplementary letters patent issued under this Act or a predecessor of this Act filed in paper format take effect on the date set out in the letters patent or supplementary letters patent, and may not be dated before the day the Director receives the application in the approved form completed in accordance with this Act, all other required documents executed in accordance with this Act, all other required information and the required fee, except as may be prescribed.

16. The Act is amended by adding the following section:

Filing of application in electronic format

Requirements

12.1 (1) If an application for letters patent, supplementary letters patent, an order or an authorization is filed with the Minister in an electronic format that is prescribed by the Minister or required by the Director, the application must meet any signature or authorization requirements established by the Director under subsection 326.3 (1).

Issue of letters patent, etc.

(2) Upon receipt of the application in the prescribed or required electronic format completed in accordance with this Act, any other required documents and information and the required fee, the Minister may, subject to subsection (4),

(a) issue letters patent, supplementary letters patent, an order or an authorization, as the case may be, by making an appropriate entry in the electronic database maintained under section 6; and

(b) send or otherwise provide to the corporation or its representative a copy of the issued letters patent, supplementary letters patent, order or authorization, as the case may be, in a form approved by the Director.

Date of letters patent, etc.

(3) Subject to the regulations, letters patent, supplementary letters patent, an order or an authorization issued under subsection (2) must be dated as of the day the Minister receives the application in the prescribed or required electronic format completed in accordance with this Act, all other required documents executed in accordance with this Act, all other required information and the required fee, or as of any later date acceptable to the Director and specified by the person who submitted the application or by the court.

Effective date of letters patent, etc., in electronic format

(4) Letters patent, supplementary letters patent, an order or an authorization issued under this section is effective on the date shown on the issued document even if any action required to be taken by the Director under this Act with respect to the issuance and filing or recording of the document by the Director is taken at a later date.

17. Subsection 13 (4) of the Act is repealed and the following substituted:

Copy of order to be filed

(4) Within 10 days after an order is made under subsection (3), the corporation shall file with the Minister a copy of the order certified under the seal of the court, a notarial copy of the original order or of the certified copy or any other type of copy permitted by the Director.

18. Subsection 16 (3) of the Act is repealed and the following substituted:

Surrender of documents

(3) If requested by the Minister, the corporation shall surrender the letters patent or supplementary letters patent being corrected within the time period specified by the Minister.

19. Section 17 of the Act is repealed.

20. The Act is amended by adding the following section:

Incorporation

17.1 A company may be incorporated under this Part only if Part V would apply to the company.

21. Subsection 18 (1) of the Act is amended by striking out "Lieutenant Governor" in the portion before paragraph 1 and substituting "Minister".

22. Subsection 29 (5) of the Act is amended by striking out "Lieutenant Governor" and substituting "Minister".

23. (1) Subsection 34 (1) of the Act is amended by striking out "Lieutenant Governor" in the portion before clause (a) and substituting "Minister".

(2) Clauses 34 (1) (m) and (n) of the Act are repealed.

(3) Clause 34 (1) (q) of the Act is repealed.

(4) Section 34 of the Act is amended by adding the following subsection:

Application of clauses (1) (l), (o), (p)

(10) Clauses (1) (l), (o) and (p) apply only in respect of an insurer within the meaning of subsection 141 (1).

24. Subsection 61 (1) of the Act is repealed and the following substituted:

Copy to be filed

(1) A copy certified by an officer of the company to be a true copy, a notarial copy of the original or of the certified copy or any other type of copy permitted by the Director of any charge, mortgage or other instrument of hypothecation or pledge made by the company to secure its securities must be filed forthwith with the Minister.

25. Subsection 113 (4) of the Act is amended by striking out "Lieutenant Governor" and substituting "Minister".

26. Section 117 of the Act is repealed.

27. Section 118 of the Act is repealed and the following substituted:

Incorporation

118. A corporation may be incorporated under this Part only if Part V would apply to the corporation.

28. Subsection 119 (1) of the Act is amended by striking out "Lieutenant Governor" in the portion before paragraph 1 and substituting "Minister".

29. Section 126 of the Act is repealed.

30. Subsection 131 (1) of the Act is amended by striking out "Lieutenant Governor" in the portion before clause (a) and substituting "Minister".

31. Subsections 133 (2) and (2.2) of the Act are repealed.

32. Part IV (sections 134 to 139) of the Act is repealed.

33. Subsection 144 (2) of the Act is amended by striking out "Lieutenant Governor" and substituting "Minister".

34. Subsection 147 (2) of the Act is amended by striking out "Lieutenant Governor in Council" and substituting "Superintendent".

35. (1) Subsection 149 (10) of the Act is amended by striking out "shall produce to" in the portion before clause (a) and substituting "shall file with".

(2) Subsection 149 (11) of the Act is amended by striking out "be produced to" and substituting "be filed with".

36. (1) Subsection 153 (1) of the Act is amended by striking out "Lieutenant Governor in Council" and substituting "Minister".

(2) Subsection 153 (4) of the Act is amended by striking out "shall produce to" in the portion before clause (a) and substituting "shall file with".

37. (1) Subsection 154 (1) of the Act is amended by striking out "Lieutenant Governor" and substituting "Minister".

(2) Subsection 154 (5) of the Act is amended by striking out "shall produce to" in the portion before clause (a) and substituting "shall file with".

38. (1) Subsection 176 (1) of the Act is amended by striking out "Lieutenant Governor" and substituting "Minister".

(2) Subsection 176 (4) of the Act is repealed and the following substituted:

Other documents

(4) The application shall be accompanied by,

(a) a notarial copy of the original membership book or list containing the signatures duly certified of at least 75 persons who thereby agree to become members of the fraternal society if and when incorporated, a copy of the book or list certified by an officer of the company to be a true copy, a notarial copy of the certified copy or any other type of copy of the book or list permitted by the Director;

(b) a copy of the proposed by-laws of the fraternal society; and

39. Subsection 178 (1) of the Act is amended by striking out "Lieutenant Governor" and substituting "Minister".

40. Subsection 185 (1) of the Act is amended by striking out "Lieutenant Governor" and substituting "Minister".

41. Subsection 194 (1) of the Act is amended by striking out "or where there is filed in the office of the Minister" and substituting "or where there is filed with the Minister".

42. Section 229 of the Act is repealed.

43. Subsection 266 (5) of the Act is repealed and the following substituted:

Copy of extension order to be filed

(5) The person on whose application the order was made shall file with the Minister, within 10 days after the order was made, a copy of the order certified under the seal of the court, a notarial copy of the original order or of the certified copy or any other type of copy of the order permitted by the Director.

44. Subsection 267 (2) of the Act is repealed and the following substituted:

Copy of dissolution order to be filed

(2) The person on whose application the order was made shall file with the Minister, within 10 days after the order was made, a copy of the order certified under the seal of the court, a notarial copy of the original order or of the certified copy or any other type of copy of the order permitted by the Director.

45. Section 272 of the Act is repealed.

46. (1) Subsection 283 (5) of the Act is amended by striking out "Subject to subsection (6)" at the beginning.

(2) Subsection 283 (6) of the Act is repealed.

47. Subsection 286 (3) of the Act is repealed and the following substituted:

Exception, insurers

(3) A corporation may by by-law provide that a person may, with his or her consent in writing, be a director of the corporation even though the person is not a shareholder or member of the corporation if the corporation is an insurer to which Part V applies, other than a pension fund or employees' mutual benefit society.

48. Subsection 311 (3) of the Act is amended by striking out "Lieutenant Governor" and substituting "Minister".

49. (1) Subsection 312 (1) of the Act is amended by striking out "Lieutenant Governor" and substituting "Minister".

(2) Subsection 312 (2) of the Act is amended by striking out "Lieutenant Governor" and substituting "Minister".

(3) Subsection 312 (3) of the Act is amended by striking out "Lieutenant Governor" wherever it appears and substituting in each case "Minister".

50. Subsection 313 (1) of the Act is amended by striking out "and by the laws of any other jurisdiction in Canada" and substituting "and by the laws of any other jurisdiction".

51. (1) Subsection 315 (1) of the Act is amended by striking out "Lieutenant Governor" and substituting "Minister".

(2) Subsection 315 (3) of the Act is amended by striking out "Lieutenant Governor" and substituting "Minister".

52. Section 316 of the Act is amended by striking out "Lieutenant Governor" in the portion after clause (b) and substituting "Minister".

53. (1) Subsection 317 (1) of the Act is repealed and the following substituted:

Cancellation for sufficient cause

(1) Where sufficient cause is shown, the Minister may by order, upon such terms and conditions as he or she considers fit,

(a) cancel the letters patent of a corporation and declare it to be dissolved on the date fixed in the order;

(b) declare the corporate existence of a corporation incorporated otherwise than by letters patent to be terminated and the corporation to be dissolved on the date fixed in the order;

(c) cancel any supplementary letters patent issued to a corporation and declare that the matter that became effective upon the issuance of the supplementary letters patent ceases to be in effect from the date fixed in the order;

(d) cancel an order reviving a corporation made under subsection (10) and declare that the revival order ceases to be in effect from the date fixed in the order made under this subsection;

(e) cancel a dissolution order made under subsection 319 (2) and declare that the dissolution order ceases to be in effect from the date fixed in the order made under this subsection; or

(f) cancel a termination order made under section 320 and declare that the termination order ceases to be in effect from the date fixed in the order made under this subsection.

(2) The French version of subsection 317 (2) of the Act is amended by striking out "qu'un décret" and substituting "qu'un arrêté".

(3) The French version of subsection 317 (6) of the Act is amended by striking out "de tout décret" and substituting "de tout arrêté".

(4) Subsection 317 (9) of the Act is repealed and the following substituted:

Order for dissolution

(9) Where it appears that a corporation is in default of a filing requirement under the Corporations Information Act and that notice of such default has been sent in accordance with section 324 to the corporation or has been published once in The Ontario Gazette, the Minister may by order, after 90 days after the notice has been sent or published,

(a) cancel the letters patent of the corporation and declare it to be dissolved on the date fixed in the order; or

(b) declare the corporate existence of the corporation, if it was incorporated otherwise than by letters patent, to be terminated and the corporation to be dissolved on the date fixed in the order.

(5) Subsection 317 (10) of the Act is amended by striking out "Lieutenant Governor" and substituting "Minister".

54. (1) Subsection 319 (1) of the Act is amended by striking out "Lieutenant Governor" in the portion before clause (a) and substituting "Minister".

(2) Subsection 319 (2) of the Act is amended by striking out "Lieutenant Governor" and substituting "Minister".

55. Section 320 of the Act is amended by striking out "Lieutenant Governor" and substituting "Minister".

56. (1) Subsection 324 (3) of the Act is amended by striking out "the Lieutenant Governor or".

(2) Subsection 324 (5) of the Act is amended by striking out "Lieutenant Governor or" in the portion before clause (a).

(3) Clause 324 (6) (b) of the Act is amended by striking out "Lieutenant Governor or".

57. Subsection 326.1 (1) of the Act is repealed and the following substituted:

Powers of Minister

Regulations

(1) The Minister may make regulations,

(a) respecting and governing the content, form, format (including electronic format) and filing of applications for letters patent and supplementary letters patent, other applications, documents, notices and information filed with or issued by the Minister;

(b) respecting and governing the manner of completion, submission and acceptance of applications for letters patent and supplementary letters patent, other applications, documents, notices and information filed with the Minister and the determination of the date of receipt;

(c) designating applications for letters patent, supplementary letters patent, other applications, documents, notices and information to be filed with the Minister,

(i) in paper or electronic format,

(ii) in electronic format alone, or

(iii) in paper format alone;

(d) prescribing documents for the purposes of subsection 5.2 (2);

(e) governing the effective date of letters patent, supplementary letters patent, authorizations and orders for the purpose of subsection 12 (2), including the circumstances in which a document referred to in subsection 12 (2) may be dated with an earlier date than the date of receipt by the Director;

(f) prescribing circumstances in which a document referred to in subsection 12.1 (3) may be dated with a date earlier than the dates specified in that subsection;

(g) subject to any terms and conditions specified in the regulation, prescribing and governing documents and information that are required to support applications for letters patent, supplementary letters patent, other applications and other forms approved under section 326.5 and specifying, for each of the formats designated under clause (c),

(i) the documents and information that must be filed with the Minister together with applications for letters patent, supplementary letters patent, other applications and other forms approved under section 326.5, and

(ii) the documents and information that must be retained by the corporation and, upon receipt of and in accordance with written notice from the Director, must be filed with the Minister or given to any other person specified in the notice;

(h) permitting the Director, subject to any terms and conditions imposed by the Director, for each of the formats designated under clause (c),

(i) to require that a document or information prescribed under subclause (g) (i) be retained by the corporation and, upon receipt of and in accordance with written notice from the Director, be filed with the Minister or given to any other person specified in the notice,

(ii) to require that a document or information prescribed under subclause (g) (ii) be filed with the Minister together with applications for letters patent, supplementary letters patent, other applications and other forms approved under section 326.5, and

(iii) to require that a document required by this Act to be filed with the Minister be retained by the corporation and, upon receipt of and in accordance with written notice from the Director, be filed with the Minister or given to any other person specified in the notice;

(i) governing the terms and conditions that the Director may impose pursuant to a regulation made under clause (h);

(j) governing the retention and destruction of letters patent, supplementary letters patent, applications and other documents, notices and information filed under this Act, including the form and format in which they must be retained;

(k) designating public servants employed under Part III of the Public Service of Ontario Act, 2006, or classes of them, for the purposes of section 8 and for the purposes of issuing letters patent, supplementary letters patent, orders or certificates as to any fact or certifying true copies of documents required or authorized under this Act;

(l) prescribing duties and powers of the Director in addition to those set out in this Act;

(m) prescribing any matter that the Minister considers necessary or advisable for the purposes of this Act.

58. The Act is amended by adding the following section:

Methods of issuing

326.2 The Minister may issue letters patent, supplementary letters patent, authorizations, orders, certificates, certified copies and other documents by any method, and may use or issue validation codes or other systems or methods of validation in respect of such issuance.

59. The Act is amended by adding the following section:

Requirements established by Director

326.3 (1) The Director may establish requirements,

(c) specifying that applications for letters patent, supplementary letters patent, other applications, documents, notices and information may be filed with the Minister only by a person authorized by the Director or who belongs to a class of persons authorized by the Director, and governing such authorization, including establishing conditions and requirements to be an authorized person, imposing terms and conditions on an authorization and requiring any person who applies for an authorization to enter into an agreement with the Director governing the filing of applications, documents, notices and information;

(d) specifying whether and which applications for letters patent, supplementary letters patent, other applications and forms approved under section 326.5 must be signed, establishing requirements respecting their signing, and governing the form and format of signatures, including establishing rules respecting electronic signatures;

(e) specifying and governing methods of executing applications for letters patent, supplementary letters patent and other applications and forms approved under section 326.5 other than by signing them and establishing rules respecting those methods;

(f) establishing the time and circumstances when applications for letters patent, supplementary letters patent, other applications, documents, notices and information are considered to be sent to or received by the Minister, and the place where they are considered to have been sent or received;

(g) establishing technology standards and requirements for filing applications for letters patent, supplementary letters patent and other applications, documents and information in electronic format with the Minister;

(h) specifying a type of copy of a court order or other document issued by the court that may be filed with the Minister;

(i) specifying a type of copy of a document required under this Act to be filed with the Minister that may be filed in place of the types of copies permitted to be filed under this Act;

(j) governing searches of electronic records maintained by the Minister under section 6.

Non-application of Legislation Act, 2006

(2) Part III (Regulations) of the Legislation Act, 2006 does not apply to a requirement established by the Director under subsection (1).

Conflict

(3) If there is a conflict between a requirement established under this section and a regulation made under this Act, the regulation prevails to the extent of the conflict.

60. The Act is amended by adding the following section:

Corporation number

326.4 (1) Every corporation shall be assigned a number by the Director and the number shall be specified as the corporation number in the letters patent, supplementary letters patent and in any other document relating to the corporation issued by the Minister.

Same

(2) Where, through inadvertence or otherwise, the Director has assigned to a corporation a corporation number that is the same as the number of any other corporation previously assigned, the Director may, without holding a hearing, issue supplementary letters patent changing the number assigned to the corporation and, upon issuance of the supplementary letters patent, the letters patent are corrected accordingly.

Same

(3) If the Director has issued letters patent, supplementary letters patent or any other document that sets out the corporation number incorrectly, the Director may substitute a corrected letters patent, supplementary letters patent or other document that bears the date of the letters patent, supplementary letters patent or other document that it replaces.

61. The Act is amended by adding the following section:

Forms

326.5 The Director may require that forms approved by the Director be used for any purpose under this Act.

62. The French version of section 328 of the Act is amended by striking out "ni pris de décret" and substituting "ni pris d'arrêté".

63. Subsections 82 (2) and (3) of Schedule E to the Red Tape Reduction Act, 1998 are repealed.

Commencement

64. (1) Subject to subsections (2) and (3), this Schedule comes into force on a day to be named by proclamation of the Lieutenant Governor.

Same

(2) Subsections 2 (2) and 3 (2) come into force on the fifth anniversary of the day subsection 2 (1) comes into force.

Same

(3) Section 63 comes into force on the day the Companies Statute Law Amendment Act, 2013 receives Royal Assent.

SCHEDULE 4
Corporations INformation Act

1. (1) Section 1 of the Corporations Information Act is amended by adding the following definition: