Bill 85, Companies Statute Law Amendment Act, 2014

MacCharles, Hon Tracy Minister of Consumer Services

Current Status: Second Reading Debate

Viewing: Original (current version) pdf

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  (1)  Clause (c) of the definition of “certified copy” in subsection 1 (1) of the Business Corporations Act is repealed and the following substituted: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

  (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 181.1 (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:

Search

   (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);

   (c)  respecting the content of a special language provision under subsection 10 (4);

  (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 andthe 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);

   (c)  prescribing the punctuation marks and other marks that may form part of a registered name under subsection 4 (3);

  (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

   (c)  as a corporation with share capital under the Business Corporations Act.

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

   (c)  evidence that the approval of the Superintendent to the proposed by-laws and rules has been obtained.

   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,

  (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)  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 maybe 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:

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  Subsection 5 (1) of the Act is repealed and the following substituted:

Verification

   (1)  Every return filed under section 2, 3 or 3.1 and every notice filed under section 4 shall be verified by the certificate of,

  (a)  an officer or director of the corporation; or

  (b)  an individual who has been authorized in accordance with any requirements established by the Director to verify the return or notice and who has knowledge of the affairs of the corporation.

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  Subsection 6 (2) of the Act is repealed and the following substituted:

Same

   (2)  Upon receipt of the notice, a corporation shall make the special filing in the approved form and in the prescribed manner within the prescribed time.

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

Filing by fax

   7.2  Despite any regulation made under section 21.1, returns, notices and other documents may be filed by fax only with the Director’s consent.

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

Electronic version prevails

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

   6.  Subsections 9 (2) and (3) of the Act are repealed and the following substituted:

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 subsection 10 (2) 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 referred to in subsection 20 (1) is, without proof of the office or signature of the person appearing to have signed the certificate, admissible in evidence.

   7.  Subsection 10 (1) of the Act is repealed and the following substituted:

Examination, etc., of records

   (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 the record of any document filed under section 2, 3, 3.1, 4, 6 or 7 or any predecessor of those sections, or, if the person does not obtain a copy of an entire such record in electronic format, copies of an extract from a record of any document filed under section 2, 3, 3.1, 4, 6 or 7 or any predecessor of those sections.

   8.  (1)  Subsection 11 (1) of the Act is amended by striking out “the Corporations Act or the Co-operative Corporations Act” at the end and substituting “the Co-operative Corporations Act, the Corporations Act, the Extra-Provincial Corporations Act or the Not-for-Profit Corporations Act, 2010”.

   (2)  Subsection 11 (2) of the Act is repealed and the following substituted:

Confidentiality

   (2)  The Minister, any employee in the Ministry or any other public servant authorized to collect or review information contained in a return under subsection (1), shall not disclose any information contained in a return made under subsection (1) except where the disclosure is necessary for the administration or enforcement of this Act, the Business Corporations Act, the Co-operative Corporations Act, the Corporations Act, the Extra-Provincial Corporations Act or the Not-for-Profit Corporations Act, 2010 or where disclosure is required by a court for the purposes of any proceeding.

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

Delegation

Minister

   12.  (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.

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

Minister’s certificate, etc.

   20.  (1)  Where this Act requires or authorizes the Minister to 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 Minister 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 purporting to be signed by the Minister or by a public servant referred to in subsection (1) shall be received in evidence in any prosecution or other proceeding as proof, in the absence of evidence to the contrary, 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 Minister or of a public servant may be printed or otherwise mechanically or electronically reproduced.

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

Methods of issuing

   20.1  The Minister 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.

   12.  (1)  Clause 21.1 (0.1) (a) of the Act is repealed and the following substituted:

  (a)  prescribing the information required by subsections 2 (1) and 3 (1) and section 3.1;

   (2)  Clause 21.1 (0.1) (d) of the Act is repealed and the following substituted:

  (d)  prescribing documents for the purposes of section 7.3;

   (3)  Clause 21.1 (0.1) (f) of the Act is repealed and the following substituted:

    (f)  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 subsection 20 (1);

  (g)  governing the assignment of corporation numbers under section 21.5;

   (h)  designating returns, notices and other documents and information to be filed under this Act,

           (i)  in paper or electronic format,

          (ii)  in electronic format alone, or

         (iii)  in paper format alone;

    (i)  respecting and governing the content, form, format (including electronic format) and filing of returns, notices and other documents and information filed or issued under this Act;

    (j)  respecting and governing the manner of completion, submission and acceptance of returns, notices and other documents and information filed under this Act, and the determination of the date of receipt;

   (k)  subject to any terms and conditions specified in the regulation, prescribing and governing documents and information that are required to support returns, notices and other forms approved under section 21.3 and specifying, for each of the formats designated under clause (h),

           (i)  the documents and information that must be filed with the Ministry together with returns, notices and other forms approved under section 21.3, 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 Ministry or given to any other person specified in the notice;

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

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

          (ii)  to require that a document or information prescribed under subclause (k) (ii) be filed with the Ministry together with returns, notices and other forms approved under section 21.3;

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

   (n)  governing the retention and destruction of returns, notices and other documents and information filed under this Act, including the form and format in which they must be retained;

  (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.

   13.  Section 21.3 of the Act is repealed and the following substituted:

Forms

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

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

Requirements established by Director

   21.4  (1)  The Director may establish requirements,

  (a)  respecting and governing the content, form, format (including electronic format), and filing of returns, notices and other documents and information filed or issued under this Act;

  (b)  respecting and governing the manner of completion, submission and acceptance of returns, notices and other documents and information filed under this Act and the determination of the date of receipt;

   (c)  specifying that returns, notices and other documents and information may be filed under this Act 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 returns, notices and other documents and information;

  (d)  specifying whether and which returns, notices and other forms approved under section 21.3must 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 returns, notices and other forms approved under section 21.3 other than by signing them and establishing rules respecting those methods;

    (f)  establishing the time and circumstances when returns, notices or other documents and information are considered to be sent to or received by the Ministry, and the place where they are considered to have been sent or received;

  (g)  establishing technology standards and requirements for filing returns, notices or other documents and information in electronic format with the Ministry;

   (h)  respecting the authorization of an individual who may verify a return or notice under subsection 5 (1);

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

    (j)  governing search methods of records for the purposes of subsection 10 (1).

Agreement under s. 21.2

   (2)  Requirements respecting filing established under this section do not apply to returns that are filed pursuant to an agreement entered into under section 21.2.

Non-application of Legislation Act, 2006

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

Conflict

   (4)  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.

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

Corporation number

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

Same

   (2)  If the Director has assigned to a corporation a corporation number that is the same as the corporation number previously assigned to another corporation, the Director may change the number assigned to the corporation.

   16.  Clause 22 (1) (e) of the Act is repealed.

   17.  Subsections 85 (4) and (5) of Schedule E to the Red Tape Reduction Act, 1998 are repealed.

Commencement

   18.  (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 17 comes into force on the day the Companies Statute Law Amendment Act, 2013 receives Royal Assent.

 

SCHEDULE 5
Extra-Provincial Corporations Act

   1.  (1)  Subsection 1 (1) of the Extra-Provincial Corporations 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 “endorse” in subsection 1 (1) of the Act is repealed and the following substituted:

“endorse” includes,

  (a)  imprinting a stamp, in accordance with subsection 5 (2), on the face of an application sent to the Director, and

  (b)  making an electronic entry, in accordance with subsection 5 (4.1); (“produire”)

   (3)  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”)

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

Appointment of Director

   3.  The Minister shall appoint a Director to carry out the duties and exercise the powers of the Director under this Act.

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

Where Director endorses

   (2)  Where the Director receives an application in accordance with subsection (1), he or she may endorse, in respect of each original, a licence, an amended licence or a termination of a licence, setting out the day, month and year of endorsement and a corporation number and, where the Director so endorses, he or she shall,

  (a)  file one original of the application with the endorsement; and

  (b)  send to the corporation or its representative one original of the application with the endorsement.

   (2)  Subsections 5 (3) and (4) of the Act are repealed and the following substituted:

Date of endorsement, paper filing

   (3)  Subject to the regulations, an endorsement referred to in subsection (2) must be dated as of the day the Director receives the originals of any application 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 application.

Applications in electronic format

   (4)  Despite subsections (1) and (2), if an application for a licence, an amended licence or a termination of a licence is sent to the Director in an electronic format that is prescribed by the Minister or required by the Director,

  (a)  the application must meet any signature or authorization requirements established by the Director under section 24.4; and

  (b)  upon receiving the application completed in accordance with this Act, any other required documents and information and the required fee, the Director may,

           (i)  endorse the application with a licence, amended licence or termination of the licence, setting out the day, month and year of endorsement and a corporation number, by making an appropriate entry in an electronic database maintained under section 16.1, and

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

Date of endorsement, electronic filing

   (4.1)  Subject to the regulations, an endorsement referred to in subsection (4) must be dated as of the day the Director receives the application 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 application.

Effective date of endorsement

   (4.2)  An endorsement under this section is effective on the date shown in the endorsement even if any action required to be taken by the Director under this Act with respect to the endorsement of the application and filing or recording of the licence, amended licence or termination of the licence by the Director is taken at a later date.

Incorrect assignment of corporation number

   (4.3)  If the Director assigns a corporation number to a corporation under subsection (2) or (4) that is the same as the corporation number previously assigned to another corporation, the Director may, without holding a hearing, endorse an amended licence changing the number assigned to the corporation.

Corrected corporation number

   (4.4)  If the Director has endorsed a licence, amended licence or termination of a licence that sets out the corporation number incorrectly, the Director may substitute a corrected licence that bears the date of the licence it replaces.

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

Electronic version prevails

Applications

   5.1  (1)  If an application referred to in subsection 5 (1) is filed in an electronic format and there is a conflict between the electronic and any other version of the application, the electronic version of the application endorsed with the licence, amended licence or termination of the licence pursuant to subsection 5 (4.1) and recorded in an electronic database maintained under section 16.1, or a printed copy of such electronic version, prevails over any other version of the application that may exist, regardless of whether the other version of the 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 16.1, 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.

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

Filing by fax

   5.2  Despite any regulation made under section 24.1, applications and other documents may be filed by fax only with the Director’s consent.

   6.  The French version of section 6 of the Act is repealed and the following substituted:

Refus de produire l’inscription

   6.  (1)  Si le directeur refuse de produire une inscription à l’égard d’une demande comme il est tenu de le faire aux termes de la présente loi pour y donner effet, il donne par écrit à l’expéditeur un avis motivé de son refus.

Idem

   (2)  Si le directeur n’a pas produit d’inscription à l’égard de la demande visée au paragraphe 5 (1) dans les six mois de la date à laquelle elle lui a été envoyée, il est réputé, pour l’application de l’article 8, avoir refusé de le faire.

   7.  (1)  The French version of clause 8 (1) (a) of the Act is repealed and the following substituted:

    a)  de refuser de produire une inscription à l’égard d’une demande;

   (2)  The French version of clause 8 (1) (d) of the Act is repealed and the following substituted:

    d)  d’exiger qu’un permis rectifié soit produit aux termes de l’article 13;

   8.  Section 13 of the Act is repealed and the following substituted:

Errors in licence

   13.  (1)  If a licence contains an error or an error has been made in respect of the date of the endorsement, the corporation may apply to the Director for a corrected licence and, if requested by the Director, shall surrender the licence 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 licence may be required and the corporation shall, if requested by the Director, surrender the licence to the Director within the time period specified by the Director.

Director to endorse corrected licence

   (3)  After giving the corporation an opportunity to be heard in respect of an error described in subsection (1) or (2) and if the Director is of the opinion that it is appropriate to do so and is satisfied that any steps required by the Director have been taken by the corporation, the Director shall endorse a corrected licence.

Date on corrected licence

   (4)  A corrected licence endorsed under subsection (3) may bear the date of the licence it replaces, but if a correction is made with respect to the date of the endorsement, the corrected licence shall bear the corrected date.

   9.  The French version of clause 16 (a) of the Act is repealed and the following substituted:

    a)  la production ou non-production du permis d’une personne morale;

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

Form of Director’s records

   16.1  (1)  Records required by this Act to be prepared and maintained by the Director may be in paper form, in electronic form or in photographic film form, or may be entered or recorded by any system of mechanical or electronic data processing or information storage that is capable of reproducing required information in an accurate and intelligible form within a reasonable time.

Admission as evidence

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

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

  (b)  a report reproduced from those records that purports to be certified by the Director or by a public servant referred to in section 17 is, without proof of the office or signature of the person appearing to have signed the certificate, admissible in evidence.

Copy in lieu of document

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

   11.  Section 17 of the Act is repealed and the following substituted:

Delegation of Director’s powers and duties

   17.  The Director may delegate in writing any or all of the Director’s 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.

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

Signature

   17.1  (1)  Where this Act requires or authorizes the Director to endorse a licence or to issue a certificate, including a certificate as to any fact, or a certified copy of a document, the licence, 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 licence or certificate referred to in subsection (1) or a certified copy of it when introduced as evidence in any civil, criminal or administrative action or proceeding is proof, in the absence of evidence to the contrary, of the facts so certified without personal appearance to prove the signature or official position of the person appearing to have signed the endorsed licence or certificate.

Reproduction of signature

   (3)  For the purposes of this section, any signature authorized under this section may be printed or otherwise mechanically or electronically reproduced. 

   13.  (1)  Subsection 19 (2) of the Act is amended by striking out “in the prescribed form” and substituting “in the approved form”.

   (2)  Subsection 19 (3) of the Act is amended by striking out “in the prescribed form” and substituting “in the approved form”.

   14.  The French version of clause 23 (1) (a) of the Act is repealed and the following substituted:

a)  le permis demeure en vigueur et est réputé produit aux termes de la présente loi;

   15.  (1)  Clause 24.1 (1) (a) of the Act is repealed and the following substituted:

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

   (2)  Clause 24.1 (1) (e) of the Act is repealed and the following substituted:

  (e)  prescribing circumstances in which an endorsement referred to in subsection 5 (3) or (4.1) may be dated with a date earlier than the dates specified in that subsection;

    (f)  prescribing documents for the purposes of subsection 5.1 (2);

  (g)  prescribing the punctuation marks and other marks that may form part of a name of an extra-provincial corporation;

   (h)  designating 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;

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

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

   (k)  subject to any terms and conditions specified in the regulation, prescribing and governing documents and information that are required to support applications and other forms approved under section 24.2 and specifying, for each of the formats designated under clause (h),

           (i)  the documents and information that must be filed with the Director together with applications and other forms approved under section 24.2, 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;

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

           (i)  to require that a document or information prescribed under subclause (k) (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 (k) (ii) be filed with the Director together with applications and other forms approved under section 24.2, 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;

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

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

  (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.

   16.  Section 24.2 of the Act is repealed and the following substituted:

Forms

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

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

Methods of endorsing and issuing

   24.3  The Director may endorse 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 endorsement and issuance under this Act.

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

Requirements established by Director

   24.4  (1)  The Director may establish requirements,

  (a)  respecting and governing the content, form, format (including electronic format) and filing of 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 applications and other documents and information filed with the Director and the determination of the date of receipt;

   (c)  specifying that 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 applications and other documents and information;

  (d)  specifying whether and which applications and other forms approved under section 24.2 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 applications, other documents and other forms approved under section 24.2 other than by signing them and establishing rules respecting those methods;

    (f)  where this Act specifies requirements respecting the signing of 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 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 the filing of 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 required by this Act to be prepared and maintained by the Director as described in section 16.1.

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.

   19.  Subsections 92 (2), (3) and (4) of Schedule E to the Red Tape Reduction Act, 1998 are repealed.

Commencement

   20.  (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 19 comes into force on the day the Companies Statute Law Amendment Act, 2013 receives Royal Assent.

 

SCHEDULE 6
Limited Partnerships Act

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

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

Declaration

   (2)  Unless otherwise provided in this Act or the regulations, a declaration shall be signed by all of the general partners desiring to form a limited partnership and shall state the prescribed information and any information required by the Registrar under section 35.3.

   (2)  Subsection 3 (3) of the Act is amended by striking out “expires five years after its date of filing” and substituting “expires five years after the date determined under the regulations”.

   3.  Section 6 of the Act is amended by adding the following subsections:

Language of firm name

   (4)  A limited partnership may have a firm name that is in,

  (a)  an English form only;

  (b)  a French form only;

   (c)  a French and English form, where the French and English are used together in a combined form; or

  (d)  a French form and an English form, where the French and English forms are equivalent but are used separately.

Same

   (5)  A limited partnership that has a firm name described in clause (4) (d) may be legally designated by the French or English version of its firm name.

   4.  Subsection 19 (3) of the Act is amended by adding “Unless otherwise provided in this Act or the regulations” at the beginning.

   5.  Subsection 23 (2) of the Act is amended by adding “Unless otherwise provided in this Act or the regulations” at the beginning.

   6.  (1)  Subsection 25 (3) of the Act is amended by adding “Unless otherwise provided in this Act or the regulations” at the beginning.

   (2)  The French version of subsection 25 (4) of the Act is repealed and the following substituted:

Procuration

   (4)  La société en commandite extraprovinciale passe une procuration, rédigée selon le formulaire prescrit, dans laquelle une personne résidant en Ontario ou une personne morale ayant son siège social en Ontario est nommée procureur et représentant de la société en commandite extraprovinciale en Ontario.

   (3)  Subsection 25 (5) of the Act is amended by striking out “at its address set out in the declaration filed under subsection (1)” at the end and substituting “at the attorney and representative’s address set out in the declaration filed under subsection (1)”.

   (4)  Section 25 of the Act is amended by adding the following subsection:

Same

   (6.0.1)  The Registrar may at any time by written notice require any general partner or a limited partnership’s attorney and representative to provide a copy of the power of attorney to the Registrar or to any other person.

   (5)  Subsection 25 (8) of the Act is repealed and the following substituted:

Declaration of withdrawal

   (8)  An extra-provincial limited partnership may cancel the declaration and the power of attorney by filing with the Registrar a declaration of withdrawal.

Signing

   (9)  Unless otherwise provided in this Act or the regulations, the declaration filed under subsection (8) shall be signed by at least one of the general partners.

   7.  (1)  Subsection 26 (1) of the Act is amended by adding “and any information required by the Registrar under section 35.3” at the end.

   (2)  Subsection 26 (3) of the Act is amended by striking out “at the address stated in the power of attorney filed under subsection 25 (4)” at the end and substituting “at the attorney and representative’s address set out in the declaration filed under subsection 25 (1) and stated in the power of attorney executed under subsection 25 (4)”.

   8.  Subsection 27 (1) of the Act is amended by striking out “without filing the declaration and power of attorney required by this Act” at the end and substituting “without filing the declaration or executing the power of attorney as required by this Act”.

   9.  Subsections 28 (1) and (2) of the Act are repealed and the following substituted:

Ability to sue

   (1)  No extra-provincial limited partnership that has unpaid fees or penalties, or in respect of which a declaration has not been filed or a power of attorney has not been executed as required by this Act, and no member of the extra-provincial limited partnership is capable of maintaining a proceeding in a court in Ontario in respect of the business carried on by the extra-provincial limited partnership except with leave of the court.

Same

   (2)  The court shall grant leave if the court is satisfied that,

  (a)  the failure to pay the fees or penalties, file the declaration or execute the power of attorney was inadvertent;

  (b)  there is no evidence that the public has been deceived or misled; and

   (c)  at the time of the application to the court, the extra-provincial limited partnership has no unpaid fees or penalties and has filed all declarations and executed all powers of attorney required by this Act.

   10.  Clause 29 (a) of the Act is repealed and the following substituted:

  (a)  every general partner who knew that the statement was false or misleading when the general partner,

           (i)  signed the declaration, or

          (ii)  otherwise authorized the declaration in accordance with the requirements established by the Registrar under subsection 35.3 (1); and

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

Filing in electronic format

   32.1  (1)  Despite sections 3, 19, 23, 25 and 32, if a declaration or prescribed document is filed with the Registrar in an electronic format that is prescribed by the Minister or required by the Registrar, the declaration or prescribed document must meet any signature or authorization requirements established by the Registrar under subsection 35.3 (1).

Filing by fax

   (2)  Despite any regulation made under section 35.1, declarations and other documents may be filed by fax only with the Registrar’s consent.

Electronic format prevails

   (3)  If a declaration or prescribed document referred to in subsection (1) is filed in an electronic format and there is a conflict between the electronic and any other version of the declaration or prescribed document, the electronic version of the declaration or prescribed document recorded in an electronic database maintained by the Registrar under section 9 of the Business Names Act, or a printed copy of such electronic version, prevails over any other version of the declaration or prescribed document that may exist, regardless of whether the other version of the declaration or prescribed document has been executed in accordance with this Act and the regulations.

   12.  (1)  Clause 33 (1) (e) of the Act is amended by striking out “filed with the Registrar” at the end and substituting “required by subsection 25 (4)”.

   (2)  Subsection 33 (2) of the Act is amended by striking out “at the address stated in the power of attorney filed under subsection 25 (4)” at the end and substituting “at the attorney and representative’s address set out in the declaration filed under subsection 25 (1) and stated in the power of attorney executed under subsection 25 (4)”.

   13.  Subsection 34 (2) of the Act is repealed and the following substituted:

Application for order for compliance

   (2)  Where a person who is required by this Act to sign, otherwise authorize in accordance with any requirements established under subsection 35.3 (1) or permit inspection of a document refuses to do so, a person who is aggrieved by the refusal may apply to the Court for an order directing the person to comply with the provisions of this Act and upon such application, the Court may make such order or any other order that the Court considers appropriate in the circumstances.

   14.  Subsection 35.1 (0.1) of the Act is repealed and the following substituted:

Minister’s regulations

   (0.1)  The Minister may make regulations,

  (a)  governing the determination of the date from which a filing is effective for the purposes of subsection 3 (3);

  (b)  prescribing information to be set out in a record of limited partners;

   (c)  designating declarations and other 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;

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

  (e)  respecting and governing the manner of completion, submission and acceptance of declarations and other documents and information filed with the Registrar and the determination of the date of receipt;

    (f)  prescribing documents for the purpose of section 32.1;

  (g)  subject to any terms and conditions specified in the regulation, prescribing and governing documents and information that are required to support declarations and other forms approved under section 35.2 and specifying, for each of the formats designated under clause (c),

           (i)  the documents and information that must be filed with the Registrar together with declarations and other forms approved under section 35.2, and

          (ii)  the documents and information that must be retained by the limited partnership 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;

   (h)  permitting the Registrar, subject to any terms and conditions imposed by the Registrar, 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 limited partnership 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 (g) (ii) be filed with the Registrar together with declarations and other forms approved under section 35.2;

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

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

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

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

   15.  Section 35.2 of the Act is repealed and the following substituted:

Forms

   35.2  (1)  Subject to subsection (2), the Registrar may require that forms approved by the Registrar be used for any purpose under this Act.

Regulation re power of attorney form

   (2)  The Registrar may make regulations prescribing the form of the power of attorney referred to in subsection 25 (4).

Same

   (3)  A regulation made under subsection (2) may incorporate by reference a power of attorney form as it may be amended from time to time.

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

Requirements established by Registrar

   35.3  (1)  The Registrar may establish requirements,

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

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

   (c)  specifying that declarations 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 declarations and other documents and information;

  (d)  specifying whether and which declarations and other forms approved under section 35.2 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 declarations and other forms approved under section 35.2 other than by signing them and establishing rules respecting those methods;

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

  (g)  establishing the time and circumstances when declarations 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;

   (h)  establishing technology standards and requirements for filing declarations and other documents and information in electronic format with the Registrar;

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

    (j)  governing search methods of records that are maintained by the Registrar for the purposes of this Act, pursuant to subsection 3 (3) of the Business Names Act.

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.

   17.  Section 36 of the Act is repealed.

   18.  Subsections 165 (2) and (3) of Schedule E to the Red Tape Reduction Act, 1998 are repealed.

Commencement

   19.  (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 18 comes into force on the day the Companies Statute Law Amendment Act, 2013 receives Royal Assent.

 

SCHEDULE 7
Not-for-Profit Corporations Act, 2010

   1.  (1)  The definition of “articles” in subsection 1 (1) of the Not-for-Profit Corporations Act, 2010 is amended by striking out “document or” wherever it appears.

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

“Director’s requirements” means the requirements established by the Director under section 210.2, the forms required by the Director under section 210 and the requirements made by the Director under the authority of a regulation made under paragraph 1.3 of section 208; (“exigences du directeur”)

   (3)  Subsection 1 (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”)

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

“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 203; (“produire”)

   (5)  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”)

   (6)  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”)

   (7)  Clause (b) of the definition of “public benefit corporation” in subsection 1 (1) of the Act is amended by striking out “$10,000” in the portion before subclause (i) and substituting “$10,000 or other prescribed amount”.

   (8)  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”)

   (9)  Section 1 of the Act is amended by adding the following subsection:

Predecessor Act

   (3)  In this or any other Act, a reference to a predecessor of the Not-for-Profit Corporations Act, 2010 is a reference to the Corporations Act, and any predecessor of the Corporations Act, as they applied to a body corporate without share capital that was not governed by Part V of the Corporations Act or any predecessor of Part V of the Corporations Act.

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

Same

   (2)  This Act does not apply to,

  (a)  a body corporate without share capital to which the Co-operative Corporations Act or Part V of the Corporations Actapplies; or

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

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

Appointment of Director

   6.  The Minister shall appoint a Director to carry out the duties and exercise the powers of the Director under this Act.

   4.  Subsection 7 (1) of the Act is repealed and the following substituted:

Articles of incorporation

   (1)  One or more individuals or bodies corporate, or any combination of them, may incorporate a corporation by filing articles of incorporation and any other required documents and information with the Director in accordance with any applicable regulations and Director’s requirements.

   5.  Subsection 8 (5) of the Act is amended by adding “that were endorsed under this Act” after “a provision in a corporation’s articles”.

   6.  Subsection 9 (1) of the Act is repealed and the following substituted:

Certificate of incorporation

   (1)  Upon receipt of the articles of incorporation together with any required documents and information and the required fee, the Director shall issue a certificate of incorporation by endorsing the articles in accordance with any applicable regulations. The endorsed articles constitute the certificate of incorporation.

   7.  The French version of subsection 10 (1) of the Act is amended by striking out “qui est estampillé ou délivré par le directeur” at the end and substituting “qui est produit ou délivré par le directeur”. 

   8.  Subsection 24 (8) of the Act is amended by striking out “unless the individual consented to hold office as a director” and substituting “unless the individual consents in writing to hold office as a director”.

   9.  (1)  Subsection 97 (1) of the Act is amended by striking out the portion before clause (a) and substituting the following:

Consents of directors to be kept

   (1)  A corporation shall keep at its registered office the consents to act as a director, in the approved form,

.     .     .     .     .

   (2)  Clause 97 (1) (b) of the Act is repealed and the following substituted:

  (b)  of each individual who is named in the articles as a first director and who is an incorporator, if the articles are filed with the Director in a format in which the Director does not require the individual’s signature;

   (3)  Section 97 of the Act is amended by adding the following subsection:

Filing of consent

   (3)  The Director may at any time require that a copy of a consent kept under subsection (1) be filed with the Director.

   10.  Section 106 of the Act is repealed and the following substituted:

Articles of amendment to be sent to Director

   106.  Subject to a revocation under subsection 103 (2), after an amendment to the articles has been adopted under section 103, the corporation shall file articles of amendment and any required documents and information with the Director in accordance with any applicable regulations and Director’s requirements.

   11.  Section 107 of the Act is repealed and the following substituted:

Certificate of amendment

   107.  Upon receipt of the articles of amendment, together with any required documents and information and the required fee, the Director shall issue a certificate of amendment by endorsing the articles in accordance with any applicable regulations. The endorsed articles constitute the certificate of amendment.

   12.  (1)  Subsection 109 (2) of the Act is repealed and the following substituted:

Filed with Director

   (2)  The corporation shall file its restated articles of incorporation and any required documents and information with the Director in accordance with any applicable regulations and Director’s requirements.

   (2)  Subsection 109 (3) of the Act is repealed and the following substituted:

Restated certificate

   (3)  Upon receipt of the restated articles of incorporation, together with any required documents and information and the required fee, the Director shall issue a restated certificate of incorporation by endorsing the articles in accordance with any applicable regulations.  The endorsed articles constitute the restated certificate of incorporation.

   13.  (1)  Subsection 112 (1) of the Act is repealed and the following substituted:

Articles of amalgamation

   (1)  Subject to subsection 111 (6), after an amalgamation agreement has been adopted under section 111, the amalgamating corporations shall file articles of amalgamation and any required documents and information with the Director in accordance with any applicable regulations and Director’s requirements.

   (2)  Subsection 112 (4) of the Act is repealed and the following substituted:

Certificate of amalgamation

   (4)  Upon receipt of articles of amalgamation, together with the statutory declarations required by subsection (2), any other required documents and information and the required fee, the Director shall issue a certificate of amalgamation by endorsing the articles in accordance with any applicable regulations. The endorsed articles constitute the certificate of amalgamation.

   14.  (1)  Subsection 114 (4) of the Act is repealed and the following substituted:

Articles of continuance

   (4)  If a body corporate wishes to apply for a certificate under subsection (1), the body corporate shall file articles of continuance and any required documents and information with the Director in accordance with any applicable regulations and Director’s requirements.

   (2)  Subsection 114 (5) of the Act is repealed and the following substituted:

Certificate of continuance

   (5)  Upon receipt of articles of continuance, together with any required documents and information and the required fee, the Director may, on the terms and subject to the limitations and conditions that the Director considers fit, issue a certificate of continuance by endorsing the articles in accordance with any applicable regulations. The endorsed articles constitute the certificate of continuance.

   15.  Section 115 of the Act is repealed and the following substituted:

Continuance of other Ontario bodies corporate

Definitions

   115.  (1)  In this section,

“charter” includes,

  (a)  the text of an Act of incorporation and of any amendments to that Act, and

  (b)  any letters patent, supplementary letters patent, certificate of incorporation and certificate of amendment issued under an Act other than this Act or a predecessor of this Act; (“charte”)

“special resolution” has the same meaning as in subsection 1 (1), except references to a member or members of a corporation shall be read as references to a shareholder or shareholders of a corporation. (“résolution extraordinaire”)

Special resolution

   (2)  The shareholders or members of a body corporate incorporated or continued by or under an Act other than this Act or a predecessor of this Act who are entitled to vote at annual meetings of shareholders or members may, if authorized by the Act which governs the body corporate, by special resolution, authorize the directors of the body corporate to apply to the Director for a certificate of continuance under this Act.

Same, private Act corporations

   (3)  Despite subsection (2), the shareholders or members of a body corporate incorporated or continued by or under a private Act who are entitled to vote at annual meetings of shareholders or members may, unless otherwise stated in the charter of the body corporate, by special resolution, authorize the directors of the body corporate to apply to the Director for a certificate of continuance under this Act.

Amendment of charter

   (4)  A resolution referred to in subsection (2) or (3) must also,

  (a)  if the body corporate has authorized share capital provisions and related provisions set out in its charter, provide for the deletion of those provisions; and

  (b)  if the body corporate has issued shares, provide for the cancellation of all those shares upon the issuance of a certificate of continuance under subsection (10).

Same

   (5)  A resolution referred to in subsection (2) or (3) may also make any amendment to the charter of the body corporate that a corporation incorporated under this Act may make to its articles.

Change of class or group rights, body corporate without share capital

   (6)  Despite subsection (5), the members of a body corporate without share capital may not, by a resolution referred to in subsection (2) or (3), make any amendment of the nature referred to in subsection 105 (1) that affects a class or group of members, unless,

  (a)  the charter of the body corporate or the Act which governs the body corporate, if that Act is different from its charter, provides otherwise in respect of an amendment of the nature referred to in clause 105 (1) (a) or (e); or

  (b)  the members of the class or group approve the amendment in accordance with section 105.

Additional authorization, body corporate with share capital

   (7)  In the case of a body corporate with share capital, a resolution referred to in subsection (2) or (3) must also be authorized,

  (a)  in accordance with any applicable requirements of the Act which governs the body corporate; or

  (b)  if there are no applicable requirements in the Act which governs the body corporate, unanimously by shareholders entitled to vote, instead of being approved by at least two-thirds of the votes cast at a special meeting.

Corporation must be able to pay liabilities

   (8)  Despite subsections (2) and (3) and clause 2.1 (1) (a) of the Corporations Act, the shareholders of a body corporate with share capital may not authorize the body corporate to apply to the Director for a certificate of continuance under this Act if, upon continuance, the body corporate will be unable to pay its liabilities as they become due.

Articles of continuance

   (9)  If a body corporate wishes to apply for a certificate under subsection (2) or (3), the body corporate shall file articles of continuance and any required documents and information with the Director in accordance with any applicable regulations and Director’s requirements.

Certificate of continuance

   (10)  Upon receipt of articles of continuance, together with any required documents and information and the required fee, the Director may, on the terms and subject to the limitations and conditions that the Director considers fit, issue a certificate of continuance by endorsing the articles of continuance in accordance with any applicable regulations. The endorsed articles constitute the certificate of continuance.

Other Act ceases to apply

   (11)  On the continuance of a body corporate incorporated or continued under an Act other than this Act or a predecessor of this Act as a corporation under this Act, the Act or Acts under which the body corporate was incorporated or continued cease to apply to the corporation.

Rights preserved

   (12)  From the date of continuance of a body corporate as a corporation under this Act,

  (a)  the property of the body corporate continues to be the property of the corporation;

  (b)  the corporation continues to be liable for the obligations of the body corporate;

   (c)  an existing cause of action, claim or liability to prosecution is unaffected;

  (d)  any civil, criminal, administrative, investigative or other action or proceeding pending by or against the body corporate may be continued by or against the corporation; and

  (e)  any conviction against, or ruling, order or judgment in favour of or against the body corporate may be enforced by or against the corporation.

   16.  (1)  Subsection 116 (4) of the Act is repealed and the following substituted:

Filing application with Director

   (4)  If the members approve of the continuance by special resolution, the corporation may file with the Director its application for authorization of the continuance and any required documents and information in accordance with any applicable regulations and Director’s requirements.

   (2)  Subsection 116 (5) of the Act is repealed and the following substituted:

Director’s authorization

   (5)  Upon receipt of the application, together with any required documents and information and the required fee, the Director may endorse an authorization in respect of the application if he or she is satisfied that the application is not prohibited by subsection (10) in accordance with any applicable regulations. The endorsed application constitutes the Director’s authorization of the application for continuance.

   (3)  The French version of subsection 116 (6) of the Act is amended by striking out “la date de l’apposition d’une estampille sur la demande” and substituting “la date de l’inscription produite à l’égard de la demande”.

   17.  (1)  Subsection 117 (1) of the Act is amended by striking out “incorporated under this Act”.

   (2)  Subsection 117 (2) of the Act is repealed and the following substituted:

Filing application with Director

   (2)  If a corporation wishes to apply for the Director’s authorization to be continued under subsection (1), the corporation shall file the application and any required documents and information with the Director in accordance with any applicable regulations and Director’s requirements.

   (3)  Subsection 117 (3) of the Act is repealed and the following substituted:

Director’s authorization

   (3)  Upon receipt of the application, together with any required documents and information and the required fee, the Director may endorse an authorization in respect of the application in accordance with any applicable regulations. The endorsed application constitutes the Director’s authorization of the application for continuance.

   (4)  The French version of subsection 117 (4) of the Act is amended by striking out “la date de l’apposition d’une estampille sur la demande” and substituting “la date de l’inscription produite à l’égard de la demande”.

   (5)  Section 117 of the Act is amended by adding the following subsection:

Certificate to be filed with Director

   (7)  The corporation shall file with the Director a copy of the certificate of continuance issued under the Co-operative Corporations Act within 60 days after the date of issuance.

   18.  (1)  Subsection 119 (4) of the Act is repealed and the following substituted:

Articles of reorganization

   (4)  After an order referred to in subsection (1) has been made, the corporation shall file articles of reorganization and any required documents and information with the Director in accordance with any applicable regulations and Director’s requirements.

   (2)  Subsection 119 (5) of the Act is repealed and the following substituted:

Certificate of amendment

   (5)  Upon receipt of articles of reorganization, together with any required documents and information and the required fee, the Director shall issue a certificate of amendment by endorsing the articles of reorganization, and the articles of incorporation are amended accordingly in accordance with any applicable regulations. The endorsed articles constitute the certificate of amendment.

   19.  (1)  Subsection 120 (6) of the Act is repealed and the following substituted:

Articles of arrangement

   (6)  After an order referred to in clause (5) (d) has been made, the corporation shall file articles of arrangement and any required documents and information with the Director in accordance with any applicable regulations and Director’s requirements.

   (2)  Subsection 120 (7) of the Act is repealed and the following substituted:

Certificate of arrangement

   (7)  Upon receipt of articles of arrangement, together with any required documents and information and the required fee, the Director shall issue a certificate of arrangement by endorsing the articles of arrangement in accordance with any applicable regulations. The endorsed articles constitute the certificate of arrangement.

   (3)  Subsection 120 (8) of the Act is repealed and the following substituted:

Effective date of articles of arrangement

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

   20.  Subsection 134 (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 forthwith publish notice of the order in The Ontario Gazette.

   21.  Subsection 147 (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 forthwith publish notice of the order in The Ontario Gazette.

   22.  Section 168 of the Act is repealed and the following substituted:

Certificate of dissolution

   168.  Upon receipt of the articles of dissolution, together with any required documents and information and the required fee, the Director shall issue a certificate of dissolution by endorsing the articles in accordance with any applicable regulations. The endorsed articles constitute the certificate of dissolution.

   23.  Section 169 of the Act is repealed and the following substituted:

Cancellation of certificate, etc., by Director

   169.  (1)  If sufficient cause is shown to the Director, the Director may, after giving the corporation an opportunity to be heard, make an order upon such terms and conditions as the Director thinks fit cancelling the corporation’s certificate of incorporation, any other certificate issued to the corporation under this Act or a predecessor of this Act, its letters patent, supplementary letters patent, any other instrument by which the corporation was incorporated under a predecessor of this Act, or any amendments to such instrument, or an order issued under a predecessor of this Act accepting the surrender of its charter, accepting its application for termination of existence or reviving the corporation, and, 

  (a)  in the case of the cancellation of a certificate of incorporation, letters patent or other instrument by which the corporation was incorporated under a predecessor of this Act, the corporation is dissolved on the date fixed in the order made under this section; and

  (b)  in the case of the cancellation of any other certificate, supplementary letters patent, amendments to the instrument by which the corporation was incorporated under a predecessor of this Act or any order, the matter that became effective upon the issuance of the certificate, supplementary letters patent, amendment or order ceases to be in effect from the date fixed in the order made under this section.

Same

   (2)  The Director may make an order under subsection (1) despite the imposition of any other penalty for the same cause and in addition to any rights the Director may have under this or any other Act.

   24.  Subsection 170 (5) of the Act is repealed and the following substituted:

Certificate of revival

   (5)  Upon receipt of articles of revival, together with any required documents and information and the required fee, the Director shall, subject to subsection (3), issue a certificate of revival by endorsing the articles in accordance with any applicable regulations. The endorsed articles constitute the certificate of revival.

   25.  The French version of paragraph 1 of subsection 190 (1) of the Act is repealed and the following substituted:

    1.  Refuser de délivrer un certificat en produisant une inscription à l’égard des statuts ou d’un autre document dont la présente loi exige le dépôt auprès du directeur.

   26.  Section 200 of the Act is repealed and the following substituted:

Search, etc., of documents kept by Director

   200.  (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 or the regulations to be filed with or given 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 or the regulations to be filed with or given to the Director.

Copies

   (2)  The Director shall, upon receipt of the required fee, give any person a copy or a certified copy of a document required by this Act or the regulations to be filed with or given to the Director.

Privileged documents

   (3)  Subsections (1) and (2) do not apply in respect of an inspector’s report filed with or given to the Director under subsection 174 (6) that the court has ordered not to be made available to the public.

   27.  Subsection 201 (1) of the Act is repealed and the following substituted:

Date of certificates

   (1)  Subject to the regulations, a certificate issued under this Act, other than a certificate of arrangement, must be dated as of the day the Director receives the articles, together with all other required documents and information, filed in accordance with any applicable regulations and Director’s requirements, 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.

   28.  (1)  Subsection 202 (1) of the Act is repealed and the following substituted:

Errors in certificates, etc.

   (1)  If a certificate or other document issued or endorsed under this Act, or letters patent, supplementary letters patent or any other document issued or endorsed under a predecessor of this Act, contains an error, or if a certificate or other document has been endorsed or issued in respect of articles or any other documents that contain an error, the corporation or its directors or members may apply to the Director for a corrected certificate or other document and, if requested by the Director, shall surrender the certificate or other document and the related articles or documents to the Director within the time period specified by the Director.

   (2)  Subsection 202 (2) of the Act is repealed and the following substituted:

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.

   (3)  The French version of subsection 202 (3) of the Act is amended by striking out “appose une estampille sur le certificat ou l’autre document rectifié pertinent” and substituting “produit le certificat ou l’autre document rectifié pertinent”.

   (4)  The French version of subsection 202 (4) of the Act is amended by striking out “qui est estampillé” and substituting “qui est produit”.

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

Filing by fax

   204.1  Despite any regulation made under section 208, articles, applications and other documents may be filed by fax only with the Director’s consent.

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

Electronic version prevails

Articles and applications

   204.2  (1)  If articles or an application are filed with the Director in an electronic format and there is a conflict between the electronic and any other version of the articles or application, the electronic version of the articles endorsed with a certificate under this Act and recorded in an electronic database maintained under section 203 or the electronic version of the application endorsed with an authorization under section 116 or 117 and recorded in an electronic database maintained under section 203, 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 203, 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.

   31.  Section 206 of the Act is repealed and the following substituted:

Delegation of Director’s duties and powers

   206.  The Director may delegate any or all of the Director’s 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.

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

Director’s certificates, etc.

   206.1  (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.

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.

   33.  Section 207 of the Act is repealed and the following substituted:

Transition

Continued validity for three years — letters patent, etc.

   207.  (1)  Any provision in letters patent or other instrument by which a corporation was incorporated under a predecessor of this Act, or any amendments to such instrument, or any provision in a corporation’s supplementary letters patent, by-laws or special resolution that was valid immediately before the day this section comes into force and that is not in conformity with this Act continues to be valid and in effect until the earlier of,

  (a)  the day the provision is amended by the corporation to bring it into conformity with this Act; and

  (b)  the third anniversary of the day this section comes into force.

Articles of amendment — letters patent and supplementary letters patent to conform to Act

   (2)  A corporation may, by articles of amendment, amend its letters patent or other instrument by which it was incorporated under a predecessor of this Act, or any amendments to such instrument, or supplementary letters patent, provided that any amendments are also made that may be necessary to bring them into conformity with this Act.

Same

   (3)  An amendment may be made under subsection (2) to add any provision contained in a by-law or special resolution, with any necessary amendments that bring the provision into conformity with this Act, that is required under this Act to be contained instead in the corporation’s articles.

Amendment of by-laws and special resolutions

   (4)  A corporation may, under this Act, amend a by-law or special resolution that was valid immediately before the day this section comes into force, provided that any amendments are also made that may be necessary to bring the by-law or resolution into conformity with this Act, including the removal of any provision required by this Act to be contained in the articles and not in the by-laws or special resolution.

Deemed amendment

   (5)  Subject to subsection (6), any provision in a corporation’s letters patent or other instrument by which it was incorporated under a predecessor of this Act, or any amendments to such instrument, or any provision in a corporation’s supplementary letters patent, by-laws or special resolution that was valid immediately before the day this section comes into force and that has not been amended to bring it into conformity with this Act by the third anniversary of the day this section comes into force is deemed, on the third anniversary of the day this section comes into force, to be amended to the extent necessary to bring the provision into conformity with this Act.

Same

   (6)  Any provision or portion of a provision in a corporation’s by-laws or special resolution that is required by this Act to be contained in the corporation’s articles must be contained in the articles before the third anniversary of the day this section comes into force, failing which those provisions or portions of them become invalid on the third anniversary of the day this section comes into force.

Restated articles

   (7)  A corporation shall not restate its articles under section 109 unless the articles of the corporation are in conformity with this Act and, if the articles have been deemed to be amended under subsection (5), the corporation has amended the provisions in its articles in accordance with subsection (2), (3) or (4).

   34.  (1)  Paragraph 1 of section 208 of the Act is repealed and the following substituted:

    1.  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;

  1.1  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;

  1.2  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 210 and specifying, for each of the formats designated under paragraph 7,

            i.  the documents and information that must be filed with the Director together with articles, applications and other forms approved under section 210, 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;

  1.3  permitting the Director, subject to any terms and conditions imposed by the Director, for each of the formats designated under paragraph 7,

            i.  to require that a document or information prescribed under subparagraph 1.2 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 subparagraph 1.2 ii be filed with the Director together with articles, applications and other forms approved under section 210, 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;

  1.4  governing the terms and conditions that the Director may impose pursuant to a regulation made under paragraph 1.3;

   (2)  The French version of paragraph 2 of section 208 of the Act is repealed and the following substituted:

    2.  traiter du fait, pour le directeur, de produire des inscriptions à l’égard des statuts et des demandes et de délivrer des certificats, et régir ces aspects, y compris établir des règles à cet égard dans le cas de l’utilisation d’un moyen de communication électronique;

   (3)  Section 208 of the Act is amended by adding the following paragraph:

  4.1  prescribing the documents relating to names that must be filed with the Director;

   (4)  Paragraphs 5 to 9 of section 208 of the Act are repealed and the following substituted:

    5.  governing the form and manner in which any notice or other document required or permitted to be made or given under this Act is to be made or given, including rules respecting deemed receipt;

    6.  governing the form of documents and information required or permitted to be made, given, filed, kept or retrieved under this Act, including prescribing rules respecting the making, giving, filing, keeping and retrieval of electronic documents;

  6.1  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;

    7.  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;

    8.  prescribing technology standards and requirements for filing electronic documents with and giving electronic documents to a corporation, the members, directors and officers of a corporation or any other person;

    9.  prescribing and governing the methods of giving notice and giving or filing other documents to or with a corporation, the members, directors and officers of a corporation or any other person, including prescribing rules respecting deemed receipt;

   (5)  Paragraphs 14 and 15 of section 208 of the Act are repealed and the following substituted:

  14.  prescribing circumstances in which a certificate referred to in subsection 201 (1) may be dated with a date earlier than the dates specified in that subsection;

14.1 prescribing documents for the purposes of subsection 204.2 (2);

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

   (6)  Section 208 of the Act is amended by adding the following paragraph:

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

   35.  Part XV of the Act is amended by adding the following section:

Methods of endorsing and issuing

   210.1  Subject to the regulations, 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.

   36.  Part XV of the Act is amended by adding the following section:

Requirements established by Director

   210.2  (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 210 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 210 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 200 (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.

   37.  Part XVI (section 211) of the Act is repealed.

   38.  Sections 212 and 226, subsection 231 (2) and section 234 of the Act are repealed.

   39.  Section 249 of the Act is repealed and the following substituted:

Commencement

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

Same

   (2)  Subsections 105 (2), 111 (3), 116 (3) and 118 (4) come into force on a day to be named by proclamation of the Lieutenant Governor that is not earlier than the third anniversary of the day subsection 4 (1) comes into force.

Commencement

   40.  (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 37 and 38 come into force on the day the Companies Statute Law Amendment Act, 2013 receives Royal Assent.

 

SCHEDULE 8
Amendments to Other Acts Consequential to the Not-for-profit corporations Act, 2010

AgriCorp Act, 1996

   1.  Subsection 1 (4) of the AgriCorp Act, 1996 is repealed and the following substituted:

Non-application

   (4)  The Corporations Information Act, the Insurance Act and the Not-for-Profit Corporations Act, 2010 do not apply to AgriCorp or to corporations constituted under subsection 16 (1).

Agricultural Research Institute of Ontario Act

   2.  (1)  Subsection 2 (1) of the Agricultural Research Institute of Ontario Act is amended by striking out “body corporate” and substituting “body corporate without share capital”.

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

Application of Not-for-Profit Corporations Act, 2010

   (1.1)  The Not-for-Profit Corporations Act, 2010 does not apply to the Research Institute.

Alcohol and Gaming Regulation and Public Protection Act, 1996

   3.  (1)  Subsection 2 (9) of the Alcohol and Gaming Regulation and Public Protection Act, 1996 is repealed and the following substituted:

Non-application of Acts

   (9)  The following Acts do not apply to the Commission:

    1.  The Corporations Information Act.

    2.  The Not-for-Profit Corporations Act, 2010, except as is prescribed by regulations made under this Part.

   (2)  Section 16 of the Act is amended by adding the following clause:

(0.a) prescribing provisions of the Not-for-Profit Corporations Act, 2010 that apply to the Commission;

Algoma University Act, 2008

   4.  Subsection 2 (3) of the Algoma University Act, 2008 is amended by striking out “Corporations Act” and substituting “Not-for-Profit Corporations Act, 2010”.

Algonquin Forestry Authority Act

   5.  Subsection 3 (4) of the Algonquin Forestry Authority Act is repealed and the following substituted:

Non-application

   (4)  The Not-for-Profit Corporations Act, 2010 and the Corporations Information Act do not apply to the Authority.

Art Gallery of Ontario Act

   6.  Section 9 of the Art Gallery of Ontario Act is repealed and the following substituted:

Not-for-Profit Corporations Act, 2010

   9.  (1)  The Not-for-Profit Corporations Act, 2010 applies to the Gallery, except as prescribed by regulation under subsection (2).

Regulations

   (2)  The Lieutenant Governor in Council may make regulations prescribing provisions of the Not-for-Profit Corporations Act, 2010 that do not apply to the Gallery.

Arts Council Act

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

Not-for-Profit Corporations Act, 2010

   12.  (1)  The Not-for-Profit Corporations Act, 2010 applies to the Council, except as prescribed by regulation under subsection (2). 

Regulations

   (2)  The Lieutenant Governor in Council may make regulations prescribing provisions of the Not-for-Profit Corporations Act, 2010 that do not apply to the Council.

Centennial Centre of Science and Technology Act

   8.  Subsections 2 (4) and (5) of the Centennial Centre of Science and Technology Act are repealed and the following substituted:

Not-for-Profit Corporations Act, 2010

   (4)  The Not-for-Profit Corporations Act, 2010 does not apply to the Centre. 

Regulation

   (5)  Despite subsection (4), the Lieutenant Governor in Council may by regulation provide that both of the following apply to the Centre:

    1.  All or part of section 15 of the Not-for-Profit Corporations Act, 2010.

    2.  Subsection 16 (2) of that Act.

City of Greater Sudbury Act, 1999

   9.  Clause 11.8 (2) (a) of the City of Greater Sudbury Act, 1999 is repealed and the following substituted:

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

City of Hamilton Act, 1999

   10.  Clause 11.2 (2) (a) of the City of Hamilton Act, 1999 is repealed and the following substituted:

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

City of Ottawa Act, 1999

   11.  Clause 12.2 (2) (a) of the City of Ottawa Act, 1999 is repealed and the following substituted:

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

City of Toronto Act, 2006

   12.  (1)  Subsection 125 (4) of the City of Toronto Act, 2006 is repealed and the following substituted:

Non-application of Not-for-Profit Corporations Act, 2010 and Corporations Information Act

   (4)  The Not-for-Profit Corporations Act, 2010 and the Corporations Information Act do not apply to the City.

Local boards and Not-for-Profit Corporations Act, 2010

   (5)  Except as prescribed, the Not-for-Profit Corporations Act, 2010 does not apply to a local board that is a body corporate.

Regulations

   (6)  The Lieutenant Governor in Council may, by regulation, prescribe for the purposes of subsection (5),

  (a)  a local board;

  (b)  the provisions of the Not-for-Profit Corporations Act, 2010 that are to apply to the local board; and

   (c)  any modifications subject to which those provisions are to apply to the local board.

Definition

   (7)  In this section,

“local board” means a local board other than,

  (a)  a board of health as defined in subsection 1 (1) of the Health Protection and Promotion Act,

  (b)  a board of management established under the Long-Term Care Homes Act, 2007,

   (c)  a body corporate established under the Planning Act, or

  (d)  a city board established under this Act.

   (2)  Subsection 142 (4) of the Act is repealed and the following substituted:

Non-application of Not-for-Profit Corporations Act, 2010 and Corporations Information Act

   (4)  The Not-for-Profit Corporations Act, 2010 and the Corporations Information Act do not apply to a city board that is a body corporate.

   (3)  Subsection 344 (3) of the Act is amended by striking out “the Business Corporations Act or the Corporations Act” and substituting “the Business Corporations Act, the Corporations Act or the Not-for-Profit Corporations Act, 2010”.

   (4)  Clause 350 (7) (b) of the Act is amended by striking out “the Business Corporations Act or the Corporations Act” at the end and substituting “the Business Corporations Act, the Corporations Act or the Not-for-Profit Corporations Act, 2010”.

   (5)  Clause 351 (6) (a) of the Act is amended by striking out “the Business Corporations Act or the Corporations Act” and substituting “the Business Corporations Act, the Corporations Act or the Not-for-Profit Corporations Act, 2010”.

Compensation for Victims of Crime Act

   13.  Subsection 3 (2) of the Compensation for Victims of Crime Act is amended by striking out “the Corporations Act” and substituting “the Not-for-Profit Corporations Act, 2010”.

Condominium Act, 1998

   14.  Subsection 5 (3) of theCondominium Act, 1998 is amended by striking out “The Corporations Act” at the beginning and substituting “The Not-for-Profit Corporations Act, 2010”.

Conservation Land Act

   15.  Clause 3 (1) (f) of the Conservation Land Act is repealed and the following substituted:

    (f)  a corporation incorporated under the Not-for-Profit Corporations Act, 2010 or a predecessor of that Act or the Canada Not-for-Profit Corporations Act or a predecessor of that Act,

Co-operative Corporations Act

   16.  (1)  The following provisions of the Co-operative Corporations Act are amended by striking out “a corporation subject to the provisions of Part III of the Corporations Act” and substituting “a corporation subject to the provisions of the Not-for-Profit Corporations Act, 2010”:

    1.  Clause 143 (b).

    2.  Clause 144 (1) (b).

    3.  Clause 144.1 (2) (b).

   (2)  Clause 151 (1) (n) of the Act is amended by striking out “a corporation to which Part III of the Corporations Act applies” and substituting “a corporation to which the Not-for-Profit Corporations Act, 2010 applies”.

   (3)  Subsection 158.1 (1) of the Act is repealed and the following substituted:

Continuation of corporations incorporated under other Acts

   (1)  A corporation incorporated under the Business Corporations Act, the Corporations Act or the Not-for-Profit Corporations Act, 2010 may apply to the Minister for a certificate of continuance continuing it as if it had been incorporated under this Act if the application meets the requirements set out in the Act that governs the corporation’s corporate status.

Credit Unions and Caisses Populaires Act, 1994

   17.  Subsection 249 (2) of the Credit Unions and Caisses Populaires Act, 1994 is repealed and the following substituted:

Non-application

   (2)  The Corporations Act and the Not-for-Profit Corporations Act, 2010 do not apply to the Corporation.

Education Act

   18.  Clause 248 (2) (f) of the Education Act is amended by striking out “the Corporations Act” and substituting “the Not-for-Profit Corporations Act, 2010”.

Education Quality and Accountability Office Act, 1996

   19.  (1)  Section 10 of the Education Quality and Accountability Office Act, 1996 is amended by striking out “The Corporations Act” at the beginning and substituting “The Not-for-Profit Corporations Act, 2010”.

   (2)  Clause 26 (1) (c) of the Act is amended by striking out “the Corporations Act” and substituting “the Not-for-Profit Corporations Act, 2010”.

Electricity Act, 1998

   20.  (1)  Section 24 of the Electricity Act, 1998 is amended by striking out “the Corporations Act” and substituting “the Not-for-Profit Corporations Act, 2010”.

   (2)  Section 25.28 of the Act is amended by striking out “the Corporations Act” and substituting “the Not-for-Profit Corporations Act, 2010”.

   (3)  Section 83 of the Act is amended by striking out “the Corporations Act” and substituting “the Not-for-Profit Corporations Act, 2010”.

   (4)  Clause 86 (1) (b) of the Act is amended by striking out “the Corporations Act” and substituting “the Not-for-Profit Corporations Act, 2010”.

   (5)  Clause 114 (1) (c) of the Act is amended by striking out “the Corporations Act” and substituting “the Not-for-Profit Corporations Act, 2010”.

   (6)  Clause 114 (1.2) (i) of the Act is amended by striking out “the Corporations Act” and substituting “the Not-for-Profit Corporations Act, 2010”.

Excellent Care for All Act, 2010

   21.  (1)  Clause 16 (1) (r) of the Excellent Care for All Act, 2010 is amended by striking out “the Corporations Act” and substituting “the Not-for-Profit Corporations Act, 2010”.

   (2)  Section 17 of the Act is repealed.

Farm Products Marketing Act

   22.  Subsection 3 (5) of the Farm Products Marketing Act is repealed and the following substituted:

Body corporate without share capital

   (5)  Every local board is a body corporate without share capital to which the Not-for-Profit Corporations Act, 2010 and the Corporations Information Act do not apply.

Farm Products Payments Act

   23.  Subsection 2 (6) of the Farm Products Payments Act is repealed and the following substituted:

Application of Not-for-Profit Corporations Act, 2010

   (6)  The Not-for-Profit Corporations Act, 2010 does not apply to a board.

George R. Gardiner Museum of Ceramic Art Act

   24.  Section 18 of the George R. Gardiner Museum of Ceramic Art Act is repealed and the following substituted:

Not-for-Profit Corporations Act, 2010

   18.  (1)  The Not-for-Profit Corporations Act, 2010 applies to the Museum, except as prescribed by regulation under subsection (2). 

Regulations

   (2)  The Lieutenant Governor in Council may make regulations prescribing provisions of the Not-for-Profit Corporations Act, 2010 that do not apply to the Museum.

Higher Education Quality Council of Ontario Act, 2005

   25.  Clause 9 (1) (o) of the Higher Education Quality Council of Ontario Act, 2005 is amended by striking out “the Corporations Act” and substituting “the Not-for-Profit Corporations Act, 2010”.

Housing Development Act

   26.  Subsection 13 (2) of the Housing Development Act is amended by striking out “the Corporations Act” and substituting “the Not-for-Profit Corporations Act, 2010”.

Hummingbird Performing Arts Centre Corporation Act, 1998

   27.  Subsection 2 (2) of the Hummingbird Performing Arts Centre Corporation Act, 1998 is repealed and the following substituted:

Not-for-Profit Corporations Act, 2010

   (2)  The Not-for-Profit Corporations Act, 2010 does not apply to the corporation, except as prescribed by regulation under subsection (2.1).

Regulations

   (2.1)  The Lieutenant Governor in Council may make regulations prescribing provisions of the Not-for-Profit Corporations Act, 2010 that apply to the corporation.

Legal Aid Services Act, 1998

   28.  (1)  Subsection 52 (1) of the Legal Aid Services Act, 1998 is amended by striking out “The Corporations Act” at the beginning and substituting “The Not-for-Profit Corporations Act, 2010”.

   (2)  Clause 97 (2) (g) of the Act is amended by striking out “the Corporations Act” and substituting “the Not-for-Profit Corporations Act, 2010”.

Local Health System Integration Act, 2006

   29.  Subsection 4 (2) of the Local Health System Integration Act, 2006 is repealed and the following substituted:

Other Acts

   (2)  The Not-for-Profit Corporations Act, 2010 and the Corporations Information Act do not apply to a local health integration network, except as prescribed.

The McMaster University Act, 1976

   30.  Subsection 1 (2) of The McMaster University Act, 1976 is amended by striking out “The Corporations Act” and substituting “the Not-for-Profit Corporations Act, 2010”.

McMichael Canadian Art Collection Act

   31.  Subsection 2 (5) of the McMichael Canadian Art Collection Act is repealed and the following substituted:

Not-for-Profit Corporations Act, 2010

   (5)  The Not-for-Profit Corporations Act, 2010 does not apply to the Corporation, except as prescribed by regulation under subsection (6).

Regulations

   (6)  The Lieutenant Governor in Council may make regulations prescribing provisions of the Not-for-Profit Corporations Act, 2010 that apply to the Corporation.

Metrolinx Act, 2006

   32.  (1)  Subsection 37 (1) of the Metrolinx Act, 2006 is repealed and the following substituted:

Non-application of corporate Acts

   (1)  Except as provided in subsections (2) and (3), the Business Corporations Act, theNot-for-Profit Corporations Act, 2010 and the Corporations Information Act do not apply to the Corporation or its subsidiary corporations.

   (2)  Subsection 37 (3) of the Act is amended by striking out “the Corporations Act” and substituting “the Not-for-Profit Corporations Act, 2010”.

   (3)  Clause 42 (1) (k) of the Act is amended by striking out “the Corporations Act” and substituting “the Not-for-Profit Corporations Act, 2010”.

Metropolitan Toronto Convention Centre Corporation Act

   33.  Subsection 2 (2) of the Metropolitan Toronto Convention Centre Corporation Act is repealed and the following substituted:

Not-for-Profit Corporations Act, 2010

   (2)  The Not-for-Profit Corporations Act, 2010 does not apply to the Corporation, except as prescribed by regulation under subsection (2.1).

Regulations

   (2.1)  The Lieutenant Governor in Council may make regulations prescribing provisions of the Not-for-Profit Corporations Act, 2010 that apply to the Corporation.

Milk Act

   34.  Subsection 6 (4) of the Milk Act is amended by striking out “to which the Corporations Act” and substituting “without share capital to which the Not-for-Profit Corporations Act, 2010”.

Mining Act

   35.  Clause 184 (1) (a) of the Mining Act is repealed and the following substituted:

  (a)  are forfeited to the Crown under the Not-for-Profit Corporations Act, 2010 or the Business Corporations Act, or any predecessor of either of them, or are forfeited to the Crown for any other cause; or

Ministry of Agriculture, Food and Rural Affairs Act

   36.  (1)  Subsection 12 (1) of the Ministry of Agriculture, Food and Rural Affairs Act is amended by striking out “body corporate” and substituting “body corporate without share capital”.

   (2)  Subsection 12 (7) of the Act is repealed and the following substituted:

Non-application

   (7)  The Not-for-Profit Corporations Act, 2010 and the Corporations Information Act do not apply to the Commission.

Municipal Act, 2001

   37.  (1)  Section 4 of the Municipal Act, 2001 is repealed and the following substituted:

Body corporate

   4.  The inhabitants of every municipality are incorporated as a body corporate.

Application of Not-for-Profit Corporations Act, 2010 and Corporations Information Act

Non-application to municipality

   4.1  (1)  The Not-for-Profit Corporations Act, 2010 and the Corporations Information Act do not apply to a municipality.

Local boards and Not-for-Profit Corporations Act, 2010

   (2)  Except as prescribed, the Not-for-Profit Corporations Act, 2010 does not apply to a local board that is a body corporate.

Regulations

   (3)  The Lieutenant Governor in Council may, by regulation, prescribe for the purposes of subsection (2),

  (a)  a local board;

  (b)  the provisions of the Not-for-Profit Corporations Act, 2010 that are to apply to the local board; and

   (c)  any modifications subject to which those provisions are to apply to the local board.

Definition

   (4)  In this section,

“local board” means a local board other than,

  (a)  a board of health as defined in subsection 1 (1) of the Health Protection and Promotion Act,

  (b)  a board of management established under the Long-Term Care Homes Act, 2007,

   (c)  a body corporate established under the Planning Act, or

  (d)  a municipal service board established under this Act.

   (2)  Subsection 197 (4) of the Act is repealed and the following substituted:

Non-application of Not-for-Profit Corporations Act, 2010 and Corporations Information Act

   (4)  The Not-for-Profit Corporations Act, 2010 and the Corporations Information Act do not apply to a municipal service board that is a body corporate.

   (3)  Subsection 373 (3) of the Act is amended by striking out “the Business Corporations Act or the Corporations Act” and substituting “the Business Corporations Act, the Corporations Act or the Not-for-Profit Corporations Act, 2010”.

   (4)  Clause 379 (7) (b) of the Act is amended by striking out “the Business Corporations Act or the Corporations Act” at the end and substituting “the Business Corporations Act, the Corporations Act or the Not-for-Profit Corporations Act, 2010”.

   (5)  Clause 380 (6) (a) of the Act is amended by striking out “the Business Corporations Act or the Corporations Act” and substituting “the Business Corporations Act, the Corporations Act or the Not-for-Profit Corporations Act, 2010”.

Municipal Property Assessment Corporation Act, 1997

   38.  Subsection 7 (5) of the Municipal Property Assessment Corporation Act, 1997 is repealed and the following substituted:

Non-application of corporate statutes

   (5)  The Not-for-Profit Corporations Act, 2010 and the Corporations Information Act do not apply with respect to the Corporation except, in the case of the Not-for-Profit Corporations Act, 2010, as may be prescribed by regulation.

Regulations

   (6)  The Minister may make regulations prescribing provisions of the Not-for-Profit Corporations Act, 2010 that apply to the Corporation.

Niagara Escarpment Planning and Development Act

   39.  Subsection 5 (13) of the Niagara Escarpment Planning and Development Act is repealed and the following substituted:

Non-application

   (13)  The Not-for-Profit Corporations Act, 2010 does not apply to the Commission.

Northern Ontario Heritage Fund Act

   40.  Section 4 of the Northern Ontario Heritage Fund Act is repealed and the following substituted:

Application of Not-for-Profit Corporations Act, 2010

   4.  (1)  The Not-for-Profit Corporations Act, 2010 does not apply to the Corporation, except as may be prescribed by regulation.

Regulations

   (2)  The Lieutenant Governor in Council may make regulations prescribing provisions of the Not-for-Profit Corporations Act, 2010 that apply to the Corporation.

Northern Services Boards Act

   41.  (1)  Subsection 6 (1) of the Northern Services Boards Act is repealed and the following substituted:

Status of Board

Corporation

   (1)  A Board is a corporation, but the Not-for-Profit Corporations Act, 2010 does not apply to Boards, except as may be prescribed by regulation. 

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

Assignment of contracts

   (7)  A Board may by by-law accept the assignment of any contract or agreement entered into by a corporation incorporated under the Not-for-Profit Corporations Act, 2010, or a predecessor of that Act, where the subject matter of the contract or agreement is consistent with the powers of the Board.

   (3)  Section 33 of the Act is repealed and the following substituted:

Regulations

   33.  The Lieutenant Governor in Council may make regulations,

  (a)  amending the Schedule to this Act;

  (b)  prescribing provisions of the Not-for-Profit Corporations Act, 2010 that apply to Boards.

   (4)  Subsection 39 (13) of the Act is amended by striking out “The Corporations Act” at the beginning and substituting “The Not-for-Profit Corporations Act, 2010”.

Ontario Capital Growth Corporation Act, 2008

   42.  Subsection 2 (2) of the Ontario Capital Growth Corporation Act, 2008 is amended by striking out “The Corporations Act” at the beginning and substituting “The Not-for-Profit Corporations Act, 2010”.

Ontario College of Art & Design University Act, 2002

   43.  Subsection 2 (2) of the Ontario College of Art & Design University Act, 2002 is amended by striking out “Corporations Act” and substituting “Not-for-Profit Corporations Act, 2010”.

Ontario College of Teachers Act, 1996

   44.  (1)  Subsection 2 (3) of the Ontario College of Teachers Act, 1996 is amended by striking out “The Corporations Act” at the beginning and substituting “The Not-for-Profit Corporations Act, 2010”.

   (2)  Paragraph 1 of subsection 40 (1) of the Act is amended by striking out “the Corporations Act” and substituting “the Not-for-Profit Corporations Act, 2010”.

Ontario College of Trades and Apprenticeship Act, 2009

   45.  Subsection 9 (3) of the Ontario College of Trades and Apprenticeship Act, 2009 is amended by striking out “The Corporations Act” at the beginning and substituting “The Not-for-Profit Corporations Act, 2010”.

Ontario Colleges of Applied Arts and Technology Act, 2002

   46.  (1)  Clause 8 (1) (c) of the Ontario Colleges of Applied Arts and Technology Act, 2002 is amended by striking out “Corporations Act” and substituting “Not-for-Profit Corporations Act, 2010”.

   (2)  Subsection 8 (3) of the Act is amended by striking out “Corporations Act” and substituting “Not-for-Profit Corporations Act, 2010”.

Ontario Educational Communications Authority Act

   47.  (1)  Subsection 6 (4) of the Ontario Educational Communications Authority Act is repealed and the following substituted:

Application of Not-for-Profit Corporations Act, 2010

   (4)  The provisions of the Not-for-Profit Corporations Act, 2010 that are prescribed by the regulations do not apply without the approval of the Lieutenant Governor in Council.

   (2)  Section 17 of the Act is amended by adding the following clause:

  (e)  prescribing provisions of the Not-for-Profit Corporations Act, 2010 for the purposes of subsection 6 (4).

Ontario Energy Board Act, 1998

   48.  Section 4.15 of the Ontario Energy Board Act, 1998 is amended by striking out “The Corporations Act” at the beginning and substituting “The Not-for-Profit Corporations Act, 2010”.

Ontario Food Terminal Act

   49.  (1)  Subsection 2 (1) of the Ontario Food Terminal Act is amended by striking out “body corporate” and substituting “body corporate without share capital”.

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

Application of Not-for-Profit Corporations Act, 2010

   (2.1)  The Not-for-Profit Corporations Act, 2010 does not apply to the Board.

Ontario French-language Educational Communications Authority Act, 2008

   50.  (1)  Subsection 6 (4) of the Ontario French-language Educational Communications Authority Act, 2008 is repealed and the following substituted:

Application of Not-for-Profit Corporations Act, 2010

   (4)  The provisions of the Not-for-Profit Corporations Act, 2010 that are prescribed by the regulations do not apply without the approval of the Lieutenant Governor in Council.

   (2)  Section 22 of the Act is amended by adding the following clause:

  (e)  prescribing provisions of the Not-for-Profit Corporations Act, 2010 for the purposes of subsection 6 (4).

Ontario Heritage Act

   51.  (1)  Section 6 of the Ontario Heritage Act is repealed and the following substituted:

Not-for-Profit Corporations Act, 2010

   6.  The Not-for-Profit Corporations Act, 2010 does not apply to the Trust, except as prescribed by regulation.

   (2)  Subsection 70 (1) of the Act is amended by adding the following clause:

   (n)  prescribing provisions of the Not-for-Profit Corporations Act, 2010 that apply to the Trust.

Ontario Mortgage and Housing Corporation Act

   52.  Subsection 2 (5) of the Ontario Mortgage and Housing Corporation Act is amended by striking out “The Corporations Act” at the beginning and substituting “The Not-for-Profit Corporations Act, 2010”.

Ontario Municipal Board Act

   53.  Section 39 of the Ontario Municipal Board Act is amended by striking out “the Corporations Act” and substituting “the Not-for-Profit Corporations Act, 2010 or any predecessor of that Act”.

Ontario Municipal Employees Retirement System Act, 2006

   54.  (1)  Subsection 22 (4) of the Ontario Municipal Employees Retirement System Act, 2006 is repealed and the following substituted:

Same

   (4)  The Not-for-Profit Corporations Act, 2010 and the Corporations Information Act do not apply to the Sponsors Corporation.

   (2)  Subsection 32 (4) of the Act is repealed and the following substituted:

Same

   (4)  The Not-for-Profit Corporations Act, 2010 and the Corporations Information Act do not apply to the Administration Corporation.

Ontario Place Corporation Act

   55.  (1)  Section 5 of the Ontario Place Corporation Act is repealed and the following substituted:

Not-for-Profit Corporations Act, 2010

   5.  The Not-for-Profit Corporations Act, 2010 does not apply to the Corporation, except as prescribed by regulation under section 10.1.

   (2)  The Act is amended by adding the following section:

Regulations, additional

   10.1  The Lieutenant Governor in Council may make regulations prescribing provisions of the Not-for-Profit Corporations Act, 2010 that apply to the Corporation.

Ottawa Convention Centre Corporation Act

   56.  Subsection 2 (2) of the Ottawa Convention Centre Corporation Act is repealed and the following substituted:

Not-for-Profit Corporations Act, 2010

   (2)  The Not-for-Profit Corporations Act, 2010 does not apply to the Centre, except as prescribed by regulation under subsection (2.1).

Regulations

   (2.1)  The Lieutenant Governor in Council may make regulations prescribing provisions of the Not-for-Profit Corporations Act, 2010 that apply to the Centre.

Planning Act

   57.  The Planning Act is amended by adding the following section:

Non-application of Not-for-Profit Corporations Act, 2010

   1.2  The Not-for-Profit Corporations Act, 2010 does not apply to a body corporate established under this Act.

Prepaid Hospital and Medical Services Act

   58.  (1)  Section 3 of the Prepaid Hospital and Medical Services Act is repealed and the following substituted:

Incorporation

   3.  No articles of incorporation of an association under the Not-for-Profit Corporations Act, 2010 or the Business Corporations Act shall be issued without the written approval of the Superintendent.

   (2)  Subsection 9 (4) of the Act is amended by striking out “sections 208 to 238” and substituting “sections 207 to 236”.

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

Winding up

   (4)  The Superintendent may apply to the court under section 137 of the Not-for-Profit Corporations Act, 2010 or section 208 of the Business Corporations Act as appropriate for an order winding up an association that has ceased issuing contracts to its members or subscribers, and sections 136 to 165 of the Not-for-Profit Corporations Act, 2010 or sections 207 to 236 of the Business Corporations Act, as the case may be, apply to the winding up.

Professional Foresters Act, 2000

   59.  (1)  Subsection 4 (3) of the Professional Foresters Act, 2000 is amended by striking out “The Corporations Act” at the beginning and substituting “The Not-for-Profit Corporations Act, 2010”.

   (2)  Clause 52 (1) (a) of the Act is amended by striking out “the Corporations Act” and substituting “the Not-for-Profit Corporations Act, 2010”.

Professional Geoscientists Act, 2000

   60.  (1)  Subsection 27 (3) of the Professional Geoscientists Act, 2000 is amended by striking out “The Corporations Act” at the beginning and substituting “The Not-for-Profit Corporations Act, 2010”.

   (2)  Clause 43 (1) (g) of the Act is amended by striking out “the Corporations Act” and substituting “the Not-for-Profit Corporations Act, 2010”.

Racing Commission Act, 2000

   61.  (1)  Subsection 2 (2) of the Racing Commission Act, 2000 is repealed and the following substituted:

Non-application of Acts

   (2)  The Corporations Information Act and the Not-for-Profit Corporations Act, 2010 do not apply to the Commission except, in the case of the Not-for-Profit Corporations Act, 2010, as may be prescribed by regulation.

   (2)  Section 30 of the Act is amended by adding the following clause:

(e.1) prescribing provisions of the Not-for-Profit Corporations Act, 2010 that apply to the Commission, and prescribing any modifications, if necessary;

Real Estate and Business Brokers Act, 2002

   62.  Clause 5 (1) (a) of the Real Estate and Business Brokers Act, 2002 is amended by adding “the Not-for-Profit Corporations Act, 2010” after “the Courts of Justice Act”.

Retirement Homes Act, 2010

   63.  Section 15 of the Retirement Homes Act, 2010 is amended by striking out “Corporations Act” and substituting “Not-for-Profit Corporations Act, 2010”.

Royal Botanical Gardens Act, 1989

   64.  Subsection 2 (3) of the Royal Botanical Gardens Act, 1989 is amended by striking out “The Corporations Act” at the beginning and substituting “The Not-for-Profit Corporations Act, 2010”.

Royal Ontario Museum Act

   65.  The Royal Ontario Museum Act is amended by adding the following section:

Not-for-Profit Corporations Act, 2010

   15.  (1)  The Not-for-Profit Corporations Act, 2010 applies to the Museum, except as prescribed by regulation under subsection (2). 

Regulations

   (2)  The Lieutenant Governor in Council may make regulations prescribing provisions of the Not-for-Profit Corporations Act, 2010 that do not apply to the Museum.

Ryerson University Act, 1977

   66.  Subsection 1 (2) of the Ryerson University Act, 1977 is amended by striking out “The Corporations Act” and substituting “the Not-for-Profit Corporations Act, 2010”.

Science North Act

   67.  (1)  Subsection 2 (5) of the Science North Act is repealed and the following substituted:

Not-for-Profit Corporations Act, 2010

   (5)  The Not-for-Profit Corporations Act, 2010 does not apply to the Centre, except as prescribed by regulation under clause 16 (1) (c).

   (2)  Subsection 16 (1) of the Act is amended by adding the following clause:

   (c)  prescribing provisions of the Not-for-Profit Corporations Act, 2010 that apply to the Centre.

St. Lawrence Parks Commission Act

   68.  Section 21 of the St. Lawrence Parks Commission Act is repealed and the following substituted:

Not-for-Profit Corporations Act, 2010

   21.  (1)  The Not-for-Profit Corporations Act, 2010 does not apply to the Commission, except as prescribed by regulation under subsection (2).

Regulations, additional

   (2)  The Lieutenant Governor in Council may make regulations prescribing provisions of the Not-for-Profit Corporations Act, 2010 that apply to the Commission.

Surveyors Act

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

Non-application

   46.  The Not-for-Profit Corporations Act, 2010 does not apply to the Association, except as may be prescribed by regulation.

Teachers’ Pension Act

   70.  Subsection 6 (2) of the Teachers’ Pension Act is amended by striking out “The Corporations Act” at the beginning and substituting “The Not-for-Profit Corporations Act, 2010”.

Toronto Islands Residential Community Stewardship Act, 1993

   71.  Subsection 11 (4) of the Toronto Islands Residential Community Stewardship Act, 1993 is amended by striking out “The Corporations Act” at the beginning and substituting “The Not-for-Profit Corporations Act, 2010”.

Toronto Waterfront Revitalization Corporation Act, 2002

   72.  Subsection 2 (5) of the Toronto Waterfront Revitalization Corporation Act, 2002 is amended by striking out “The Corporations Act” at the beginning and substituting “The Not-for-Profit Corporations Act, 2010”.

Town of Haldimand Act, 1999

   73.  Clause 13.2 (2) (a) of the Town of Haldimand Act, 1999 is repealed and the following substituted:

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

University Foundations Act, 1992

   74.  (1)  Subsection 4 (6) of the University Foundations Act, 1992 is amended by striking out “TheCorporations Act” at the beginning and substituting “The Not-for-Profit Corporations Act, 2010”.

   (2)  Clause 11 (1) (d) of the Act is amended by striking out “Corporations Act” and substituting “Not-for-Profit Corporations Act, 2010”.

University of Ontario Institute of Technology Act, 2002

   75.  Subsection 2 (3) of the University of Ontario Institute of Technology Act, 2002 is amended by striking out “Corporations Act” and substituting “Not-for-Profit Corporations Act, 2010”.

The University of Toronto Act, 1971

   76.  (1)  Subsection 1 (2) of The University of Toronto Act, 1971 is amended by striking out “Sections 85 and 347 of The Corporations Act” at the beginning and substituting “Sections 64 and 169 of the Not-for-Profit Corporations Act, 2010”.

   (2)  Subsection 1 (3) of the Act is amended by striking out “The Corporations Act” and substituting “the Not-for-Profit Corporations Act, 2010”.

University of Western Ontario Act, 1982

   77.  Subsection 1 (2) of the University of Western Ontario Act, 1982 is amended by striking out “Corporations Act” and substituting “Not-for-Profit Corporations Act, 2010”.

Waste Diversion Act, 2002

   78.  (1)  Section 15 of the Waste Diversion Act, 2002 is repealed and the following substituted:

Corporations Act, Not-for-Profit Corporations Act, 2010 and Corporations Information Act

   15.  The Corporations Act, the Not-for-Profit Corporations Act, 2010 and the Corporations Information Act do not apply to Waste Diversion Ontario, except as otherwise provided by the regulations.

   (2)  Clause 23 (3) (b) of the Act is amended by striking out “Part III of the Corporations Act” and substituting “the Not-for-Profit Corporations Act, 2010”.

   (3)  Subsection 24 (1) of the Act is amended by striking out “Part III of the Corporations Act” and substituting “the Not-for-Profit Corporations Act, 2010”.

   (4)  Clause 42 (1) (g) of the Act is amended by striking out “the Corporations Act” and substituting “the Corporations Act, the Not-for-Profit Corporations Act, 2010”.

The Wilfrid Laurier University Act, 1973

   79.  Subsection 2 (2) of The Wilfrid Laurier University Act, 1973 is amended by striking out “The Corporations Act” and substituting “the Not-for-Profit Corporations Act, 2010”.

Commencement

   80.  (1)  Subject to subsection (2), this Schedule comes into force on the later of the day subsection 4 (1) of the Not-for-Profit Corporations Act, 2010 comes into force and the day the Companies Statute Law Amendment Act, 2013 receives Royal Assent.

Same

   (2)  Subsections 21 (2) and 58 (2) come into force on the day the Companies Statute Law Amendment Act, 2013 receives Royal Assent.

 

EXPLANATORY NOTE

The Bill amends the Business Corporations Act, the Business Names Act, the Corporations Act, the Corporations Information Act, the Extra-Provincial Corporations Act, the Limited Partnerships Act and the Not-for-Profit Corporations Act, 2010.  It also amends 79 other Acts consequential to the Not-for-Profit Corporations Act, 2010.

The majority of the amendments to the companies statutes listed above are of an administrative nature or to ensure consistent wording across the listed statutes.  Some more substantive amendments are also made, including amendments to the Corporations Act that are complementary to the Not-for-Profit Corporations Act, 2010.

The Bill is divided into eight Schedules, one for each listed statute and one for the amendments that are consequential to the Not-for-Profit Corporations Act, 2010.

Schedules 1-7
Similar Amendments Made to Various Companies Statutes

With some exceptions, the following amendments are made to each of the seven companies statutes. 

The definition of Minister is enacted or re-enacted so that it doesn’t name a specific Minister, but refers to the minister who is made responsible for the administration of the Act under the Executive Council Act.  In some of the Acts, the re-enactment is only to make the wording identical to that in the other Acts.

The appointment of the Director or Registrar under most of the Acts is made mandatory rather than permissive. The appointment of the Registrar under the current Business Names Act and of the Director under the current Extra-Provincial Corporations Act is already mandatory.  In the Business Names Act, the amendment is to clarify that the Registrar has the authority to act under both the Business Names Act and the Limited Partnerships Act.  In the Extra-Provincial Corporations Act, the amendment is to make the wording consistent with that in the other listed Acts.

The Director or Registrar is given the power to delegate his or her powers to a public servant, subject to any restrictions set out in the delegation.

Certificates and certified copies endorsed or issued by the Director or Registrar must be signed by the Director or Registrar or by a public servant designated by the regulations.

The Director or Registrar is given new powers as follows:  to establish requirements in respect of the content, form, format and filing of the various documents required to be prepared or filed by these Acts, including court orders; to establish requirements in respect of the signing or other execution of documents; to determine whether or not any document may be filed by fax; to assign corporation numbers; to endorse and issue documents by any method; to use or issue validation codes or other systems or methods of validation on issued documents.  Some of the Acts currently give the Director or Registrar the power to prescribe forms; this is changed so that the Director or Registrar is authorized to require the use of forms that he or she approves.

The Minister’s regulation-making powers are expanded, including to permit the making of regulations in respect of the content, form, format and filing of various documents. There is some overlap between the Minister’s regulation-making powers and the Director’s or Registrar’s power to establish requirements.  Where there is conflict between a Minister’s regulation and a Director’s or Registrar’s requirement, the Minister’s regulation prevails.

The Minister may prescribe by regulation additional documents and information that are required in support of the various documents required to be filed under the Acts.  The regulation may specify whether the supporting documents and information are to be filed with the Minister, Director or Registrar (depending on the Act), or to be retained and filed with the Minister, Director or Registrar, or given to another specified person, at a later date on notice from the Director or Registrar. The regulation may permit the Director or Registrar to require different filing obligations for any of the prescribed supporting documents and information or for documents required by the Act to be filed.

Changes are made throughout the Acts to accommodate the filing, keeping and searching of documents in electronic format. This includes the following changes:  defining “endorse” to include electronic actions; providing for electronic searches of Director’s or Registrar’s records and the production of copies of, or extracts from, documents in the records; permitting the Director or Registrar to specify methods for the execution of documents other than by signing them; permitting the Director or Registrar to issue corrected documents; specifying the date on issued documents; providing that the electronic version of a document in the Director’s or Registrar’s records prevails in the event of inconsistencies between different versions of a document.  Wording changes are made to allow for electronic endorsement, for example, by changing “endorsing on articles” to “endorsing in respect of articles” and by changing corresponding terminology in the French versions of the Acts.

The definition of “telephonic or electronic means” is added or amended.  The same definition appears in all the Acts and it allows for communication by new technologies without their having to be authorized by regulation.

As a housekeeping matter, transitional provisions of the Red Tape Reduction Act, 1998 that applied to each of the listed statutes (except the Not-for-Profit Corporations Act, 2010) and which are now spent, are repealed.

Schedule 1
Business Corporations Act

Schedule 1 amends the Business Corporations Act.  It makes the following amendments in addition to the amendments described above under the heading Schedules 1-7.

New subsections 5 (2.2) and 119 (12) authorize the Director to at any time require that a copy of a consent by a director of a corporation be filed with the Director.

Section 180 of the Act currently addresses the continuance of corporations from other jurisdictions to the Business Corporations Act.  Section 180 is amended to also address the continuance from the Corporations Act to the Business Corporations Act of corporations with share capital whose objects are in whole or in part of a social nature, as provided for in new section 2.1 of the Corporations Act.

New section 181.2 addresses the continuance of corporations governed by the Business Corporations Act to the Not-for-Profit Corporations Act, 2010, as provided for in section 115 of the Not-for-Profit Corporations Act, 2010.  Section 185 of the Act is amended to extend the rights of dissenting shareholders in respect of a corporation seeking continuance from the Business Corporations Act to the Not-for-Profit Corporations Act, 2010 under new section 181.2 or to the Co-operative Corporations Act under section 181.1.

Re-enacted section 275 of the Act expands the circumstances in which the Director may issue a corrected certificate or other document.

As a housekeeping matter, provisions of the Good Government Act, 2011 that amended the French version of the Act are repealed since they have become obsolete, and the French version of paragraph 3 of subsection 3.2 (2) of the Act is corrected.

Schedule 3
Corporations Act

Schedule 3 amends the Corporations Act.  It makes the following amendments in addition to the amendments described above under the heading Schedules 1-7.

It gives various administrative powers under the Act to the Director who is appointed under the Business Corporations Act and transfers a number of powers from the Lieutenant Governor to the Minister.  The Minister is given the power to delegate his or her duties and powers under the Act to a public servant, subject to any restrictions set out in the delegation.  Section 8 of the Act, which currently authorizes the Minister or any person in the ministry to take evidence under oath, is re-enacted to authorize the Minister, the Director or any public servant designated by the regulations to do so.

The amendments to the Corporations Act that were made in Part XVI of the Not-for-Profit Corporations Act, 2010 are moved from that Act to this Schedule, with some changes, as described below.  

Section 2 of the Act, which was re-enacted in the Not-for-Profit Corporations Act, 2010, is re-enacted again with changes. The  newly re-enacted section 2 provides that the Corporations Act applies to companies incorporated by or under a general or special Act whose objects are in whole or in part of a social nature and to corporations that are insurers.  It also provides that the Corporations Act does not apply to corporations to which the Business Corporations Act, the Co-operative Corporations Act or the Not-for-Profit Corporations Act, 2010 applies or to corporations incorporated for the construction and working of a railway, incline railway or street railway. 

Five years after this new section 2 comes into force, it is amended so that the Corporations Act no longer applies to companies incorporated by or under a general Act whose objects are in whole or in part of a social nature.  It continues to apply to companies incorporated by or under a special Act whose objects are in whole or in part of a social nature.

Section 2.1 of the Act, which was enacted in the Not-for-Profit Corporations Act, 2010, is re-enacted. The main amendment to the section is to specify that where a company with objects in whole or in part of a social nature has more than one class of shareholders, the special resolution passed by the corporation to authorize its continuance under the Not-for-Profit Corporations Act, 2010, the Co-operative Corporations Act or the Business Corporations Act must be approved by each class of shareholders by a separate vote.

Other amendments complementary to or consistent with the Not-for-Profit Corporations Act, 2010 are:  new section 17.1 and re-enacted section 118 of the Act provide that a company or corporation may be incorporated under Part II or III of the Act, respectively, only if Part V of the Act (Insurance Corporations) would apply to it; clause 34 (1) (q) of the Act, which permits a company to apply for supplementary letters patent to convert it into a corporation with or without share capital is repealed; new subsection 34 (10) of the Act provides that only insurers may apply for supplementary letters patent to convert a company into a public company, a private company or a corporation without share capital; subsection 317 (1) of the Act is re-enacted to permit the Minister to cancel for sufficient cause orders that revived, dissolved or terminated a corporation.

Minor wording changes are made to various provisions in both the English and French versions of the Act. 

Schedule 7
Not-for-Profit Corporations Act, 2010

Schedule 7 amends the Not-for-Profit Corporations Act, 2010.  It makes the following amendments in addition to the amendments described above under the heading Schedules 1-7.

The following changes are made throughout the Act:  the requirement for documents and information to be filed with the Director in accordance with the regulations is amended to require that they be filed in accordance with any applicable regulations and Director’s requirements; the requirement for the Director to endorse articles and issue certificates in accordance with the regulations is amended to require the Director to endorse articles in accordance with any applicable regulations.

The requirement for a non-charitable corporation to receive more than $10,000 of specified funding in order to meet the definition of a public benefit corporation in subsection 1 (1) of the Act is amended to require that it receives more than $10,000 or other prescribed amount.

New subsection 1 (3) of the Act provides that a reference in any Act to a predecessor of the Not-for-Profit Corporations Act, 2010 refers to the Corporations Act, and a predecessor of that Act, as they applied to a body corporate without share capital that was not governed by Part V (Insurance Corporations) of the Corporations Act or by a predecessor of that Part.

Subsection 4 (2) of the Act is re-enacted to provide that the Act does not apply to a body corporate incorporated for the construction and working of a railway, incline railway or street railway.

Subsection 24 (8) of the Act is amended to require that individuals’ consents to act as directors of a corporation must be in writing.

New subsection 97 (3) of the Act authorizes the Director to at any time require that a copy of a consent by a director of a corporation be filed with the Director.

Section 115 of the Act, which addresses the continuance under the Not-for-Profit Corporations Act, 2010 of bodies corporate governed by other Ontario legislation, is re-enacted.  As in the current section 115, the re-enacted section provides that a body corporate incorporated or continued under another Act may apply to the Director for a certificate of continuance under the Not-for-Profit Corporations Act, 2010 and may, by the same resolution authorizing the body corporate’s directors to apply for continuance, make any amendment to its charter that a corporation incorporated under the Not-for-Profit Corporations Act, 2010 could make to its articles, with some exceptions.  The re-enacted section adds the following rules applicable to bodies corporate with share capital: that the same resolution must delete any provisions in the charter related to authorized shares and must provide for the cancellation of all issued shares; that the resolution must also comply with the applicable requirements of the body corporate’s governing Act, or if there are no such requirements, must have unanimous shareholder approval; that the body corporate cannot apply for continuance under the Not-for-Profit Corporations Act, 2010 if, upon continuance, it will not be able to pay its liabilities as they become due.  Finally, new subsection 115 (12) preserves certain rights in respect of a body corporate, with or without share capital, after it is continued under the Not-for-Profit Corporations Act, 2010.  This mirrors subsection 114 (8) of the Act respecting the continuance of bodies corporate from other jurisdictions.

Current subsections 105 (2), 111 (3), 116 (3) and 118 (4) provide that members of a corporation may vote on certain matters (amendments to rights attached to a class or group of members, amalgamation, continuance to another jurisdiction, sale, lease or exchange of substantially all the property of the corporation) whether or not their memberships carry the right to vote.  These provisions come into force on a day to be named by proclamation that is no earlier than the third anniversary of the day subsection 4 (1) of the Act comes into force.

Section 169 of the Act is amended to expand the kinds of certificates, letters patent, instruments and orders that the Director may cancel for sufficient cause.

Section 202 of the Act is amended to expand the circumstances in which the Director can issue a corrected certificate or other document.

Section 207 of the Act, governing transitional matters, is re-enacted.  The re-enacted section provides that provisions in a corporation’s letters patent or other constating documents, corporate by-laws and special resolutions that were valid before the re-enacted section 207 is in force continue to be valid for a three-year transition period (unless they are amended earlier), even if they are inconsistent with the Not-for-Profit Corporations Act, 2010.  At the end of the transition period, they are deemed to be amended in order to be in conformity with the Act.  Any provision or portion of a provision in a by-law or special resolution that is required by the Not-for-Profit Corporations Act, 2010 to be contained in the corporation’s articles must be added to the articles during the transition period, failing which they will become invalid when the transition period ends.  A related amendment is made to subsection 8 (5) of the Act.  Subsection 8 (5) currently provides that where a corporation’s articles are inconsistent with the Act, the Act prevails and the articles are deemed to be amended to be consistent with the Act.  Subsection 8 (5) is amended to clarify that it applies only to articles endorsed under the Not-for-Profit Corporations Act, 2010.

Schedule 8
Amendments to Other Acts Consequential to the Not-for-Profit Corporations Act, 2010

Schedule 8 amends 79 Acts in consequence of the Not-for-Profit Corporations Act, 2010. 

Most of the Acts amended in this Schedule currently contain provisions that say the Corporations Act or Part III of the Corporations Act does not apply to a specified corporation, or does not apply to the corporation except as prescribed by regulation.  These provisions are amended, or new provisions are added, to say that the Not-for-Profit Corporations Act, 2010 does not apply, or does not apply except as prescribed by regulation. 

There are also some amendments that are not about the application of the Not-for-Profit Corporations Act, 2010 to a corporation, but for other reasons replace a reference to the Corporations Act with the Not-for-Profit Corporations Act, 2010 or add the Not-for-Profit Corporations Act, 2010 to a list of Acts that includes the Corporations Act.  See, for example, the amendments to the Co-operative Corporations Act, the City of Greater Sudbury Act, 1999, the City of Hamilton Act, 1999, the City of Ottawa Act, 1999, the City of Toronto Act, 2006, the Municipal Act, 2001 and the Town of Haldimand Act, 1999.  Similar amendments are made to section 11 of the Corporations Information Act in Schedule 4.

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