Companies Statute Law Amendment Act, 2014 MacCharles, Hon. Tracy Minister of Consumer Services — Bill 85 (40th Parliament, 2nd Session)

Bill 85, 40-2

Ontario — Bills

role="main" class="main-container container js-quickedit-main-content" id="main-content">

Bill 85, Companies Statute Law Amendment Act, 2014

MacCharles, Hon. Tracy Minister of Consumer Services

Please select

View bill

Status

Debates

Acts affected

Original

[40] Bill 85 Original (PDF)

Bill 85 2013

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

Contents

of this Act

Commencement

Short

title

Schedule

Business

Corporations Act

Schedule

Business

Names Act

Schedule

Corporations

Act

Schedule

Corporations

Information Act

Schedule

Extra-Provincial

Corporations Act

Schedule

Limited

Partnerships Act

Schedule

Not-for-Profit

Corporations Act, 2010

Schedule

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:

C ontents

of this Act

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

and the Schedules to this Act.

Commencement

(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) 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is repealed and the following substituted: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.

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.

(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".

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.

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 accorda

Document details

Collection	Ontario — Bills
Citation	Bill 85, 40-2
Type	bill
Volume / chapter	p40 s2 bill 85 html
Language	en
Format	html
Source	PROVINCIAL
Identifier	e00d30a5a8461f234063cb74d149f0a830becb7a

Source file is stored in the law ingest library (html).