Corporations Information Act, R.S.O. 1990, c. C.39

CONTENTS Interpretation 1. Definitions 1.1 Execution of documents Administration 1.2 Delegation 1.3 Agreements with authorized persons 1.4 Property of Crown Filings and Records 2. Initial return 3. Initial return, extra-provincial corporation 3.1 Annual return 4. Notice of change 5. Verification 6. Special filing 6.1 Return re individuals with significant control 7. Further return or notice 7.1 Delivery of notices, etc. 7.2 Filing by fax 7.3 Electronic version prevails 8. Record 8.1 Information sharing 9. Form of records 10. Search, etc., of records 10.1 Documents may be publicly available 10.2 Inability to receive filings in electronic system 10.3 Accepting copy of notice or other document 10.4 Signatures 10.5 Documents filed under Alternative Filing Methods for Business Act, 2020 11. Information required by Minister Enforcement 13. Offence 14. General offence 15. Consent to prosecute 16. Order for compliance 17. Late filing fee General 18. Ability to sue 19. Certificate of Minister 20. Minister’s certificate, etc. 20.1 Methods of issuing 21. Duty of Minister 21.1 Minister’s regulations and orders 21.2 Corporations information agreement 21.3 Forms 21.4 Requirements established by Director 21.5 Assignment of corporation numbers to existing corporations Interpretation Definitions 1 (1) In this Act, “business” includes non-profit activities; (“activités”) “corporation” means any corporation with or without share capital wherever or however incorporated and includes an extra-provincial corporation; (“personne morale”) “court” means the Superior Court of Justice presided over by a judge designated by the Chief Justice of Ontario to hear applications under this Act; (“tribunal”) “day” means a clear day; (“jour”) “Director” means the Director appointed under section 278 of the Business Corporations Act; (“directeur”) “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”) “extra-provincial corporation” means a corporation, with or without share capital, incorporated or continued otherwise than by or under the authority of an Act of the Legislature; (“personne morale extraprovinciale”) “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”) “Ministry” means the Ministry of the Minister; (“ministère”) “prescribed” means prescribed by the regulations; (“prescrit”) “regulations” means the regulations made under this Act; (“règlements”) “resident Canadian” means an individual who is a Canadian citizen or has been lawfully admitted to Canada for permanent residence and who is ordinarily resident in Canada; (“résident canadien”) “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, e-mail, an automated touch-tone telephone system, computer or computer networks. (“moyen de communication téléphonique ou électronique”) R.S.O. 1990, c. C.39, s. 1; 1994, c. 27, s. 79 (1); 2001, c. 9, Sched. D, ss. 13, 14; 2007, c. 11, Sched. B, s. 1 (1); 2017, c. 20, Sched. 6, s. 66 (3, 4); 2020, c. 7, Sched. 8, s. 1. Interpretation re period of days (2) In this Act, a period of days is deemed to commence on the day following the event that began the period and is deemed to terminate at midnight of the last day of the period, except that if the last day of the period falls on a holiday, the period terminates at midnight of the next day that is not a holiday. 2017, c. 20, Sched. 6, s. 66 (5). Section Amendments with date in force (d/m/y) 1994, c. 27, s. 79 (1) - 01/03/1995 2001, c. 9, Sched. D, s. 13, 14 - 29/06/2001 2007, c. 11, Sched. B, s. 1 (1) - 04/06/2007 2017, c. 20, Sched. 6, s. 66 (2) - no effect - see 2020, c. 7, Sched. 8, s. 9 - 12/05/2020; 2017, c. 20, Sched. 6, s. 66 (3-5) - 19/10/2021 2020, c. 7, Sched. 8, s. 1 (1) - 19/10/2021; 2020, c. 7, Sched. 8, s. 1 (2) - 12/05/2020 Execution of documents 1.1 Any return, notice or other document required or permitted to be executed by more than one person for the purposes of this Act may be executed in several documents of like form, each of which is executed by one or more persons, and such documents, when duly executed by all persons required or permitted, as the case may be, to do so, are deemed to constitute one document for the purposes of this Act. 2017, c. 20, Sched. 6, s. 67. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 67 - 19/10/2021 1.1.1 Repealed: R.S.O. 1990, c. C.39, s. 1.1.1 (2). Section Amendments with date in force (d/m/y) 1990, c. C.39, s. 1.1.1 (2) - 19/10/2021 2020, c. 7, Sched. 8, s. 2 - 12/05/2020 Administration Delegation 1.2 (1) The Minister may delegate in writing any or all of the Minister’s duties and powers under this Act to any person, subject to any restrictions set out in the delegation. 2017, c. 20, Sched. 6, s. 67. Same, Director (2) The Director may delegate in writing any or all of the Director’s duties and powers under this Act to any person, subject to any restrictions set out in the delegation. 2017, c. 20, Sched. 6, s. 67. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 67 - 19/10/2021 Agreements with authorized persons 1.3 (1) In this section, “business filing services” includes any of the duties and powers of the Minister or the Director and related services. 2017, c. 20, Sched. 6, s. 67. Agreements to provide business filing services (2) The Minister or a person designated by the Minister may, on behalf of the Crown in right of Ontario, enter into one or more agreements authorizing a person or entity to provide business filing services on behalf of the Crown, the government, the Minister, the Director or other government official. 2017, c. 20, Sched. 6, s. 67. Not Crown agent (3) A person or entity that has entered into an agreement under subsection (2) for the provision of business filing services is not an agent of the Crown for any purpose despite the Crown Agency Act, unless a regulation provides otherwise. 2017, c. 20, Sched. 6, s. 67. Use, etc., of records and information (4) An agreement entered into under subsection (2) may also include provisions respecting the use, disclosure, sale or licensing of records and information required under this Act. 2017, c. 20, Sched. 6, s. 67. Discretion to delegate unaffected by agreement (5) An agreement entered into under subsection (2) does not affect the power of the Minister or the Director to delegate any duties or powers under subsection 1.2 (1) or (2), as the case may be. 2017, c. 20, Sched. 6, s. 67. No power to waive or refund fees for services (6) A person or entity that has entered into an agreement under subsection (2) for the provision of business filing services may not waive or refund all or part of any fee for such a service that is payable to the Province of Ontario, but the person or entity may pay all or part of the fee on behalf of the person or entity to whom the service was provided. 2017, c. 20, Sched. 6, s. 67. Deemed date of receipt by Minister (7) Returns, notices and other documents and information sent to a person or entity that has entered into an agreement under subsection (2), that authorizes the person or entity to receive returns, notices and other documents and information on behalf of the Minister, are deemed to be received by the Minister on the date that they are received by the authorized person or entity. 2017, c. 20, Sched. 6, s. 67. Agreements for use, etc., of records and information (8) The Minister or the Director, or a person designated by the Minister or the Director, may enter into an agreement with any person or entity respecting the use, disclosure, sale or licensing of records and information required under this Act. 2017, c. 20, Sched. 6, s. 67. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 67 - 19/10/2021 Property of Crown 1.4 The records and information filed with and maintained by the Minister under this Act are the property of the Crown. 2017, c. 20, Sched. 6, s. 67. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 67 - 19/10/2021 Filings and Records Initial return 2 (1) Every corporation other than an extra-provincial corporation or a corporation of a class exempted by the regulations shall file with the Minister an initial return setting out the prescribed information as of the date of filing. R.S.O. 1990, c. C.39, s. 2 (1); 1994, c. 17, s. 33. When filed (2) Subject to subsection (3), the initial return must be filed within 60 days after the date of incorporation, amalgamation or continuation of the corporation. 2017, c. 20, Sched. 6, s. 68 (2). Same, before name is registered (3) If the corporation was not incorporated, amalgamated or continued under the Business Corporations Act, the Corporations Act, the Co-operative Corporations Act or the Not-for-Profit Corporations Act, 2010, and the corporation is required to register a name under the Business Names Act, the initial return must be filed before the corporation’s name is registered. 2017, c. 20, Sched. 6, s. 68 (2). Section Amendments with date in force (d/m/y) 1994, c. 17, s. 33 - 01/04/1995 2017, c. 20, Sched. 6, s. 68 (2) - 19/10/2021 Initial return, extra-provincial corporation 3 (1) Every extra-provincial corporation, other than a corporation of a class exempted by the regulations, that begins to carry on business in Ontario shall file with the Minister an initial return setting out the prescribed information as of the date of filing. R.S.O. 1990, c. C.39, s. 3 (1); 1994, c. 17, s. 34. When filed (2) Subject to subsections (3) and (4), the initial return must be filed within 60 days after the date the corporation begins to carry on business in Ontario. 2017, c. 20, Sched. 6, s. 69. Same, before name is registered (3) If the corporation, other than a corporation that is required to obtain a licence under the Extra-Provincial Corporations Act, is required to register a name under the Business Names Act, the initial return must be filed before the corporation’s name is registered. 2017, c. 20, Sched. 6, s. 69. Same, revised appointment of an agent for service (4) If the corporation is required to file a revised appointment of an agent for service under subsection 19 (3) of the Extra-Provincial Corporations Act, the initial return must be filed forthwith after the name, address or any other particular set out in the appointment of agent changed or the agent was substituted. 2017, c. 20, Sched. 6, s. 69. Section Amendments with date in force (d/m/y) 1994, c. 17, s. 34 - 01/04/1995 2017, c. 20, Sched. 6, s. 69 - 19/10/2021 Annual return 3.1 (1) Every corporation, other than a corporation of a class exempted by the regulations, shall file a return each year with the Minister in accordance with the regulations, by delivering it to the prescribed person or entity in the prescribed manner and within the prescribed time. 2007, c. 11, Sched. B, s. 1 (2). Receipt (2) If the person or entity prescribed for the purposes of subsection (1) is not the Minister, the person or entity shall receive the return on behalf of the Minister. 2007, c. 11, Sched. B, s. 1 (2). Exception (3) If the person or entity prescribed for the purposes of subsection (1) is not the Minister, a corporation that delivers the return to the Minister shall be deemed to comply with the requirement in subsection (1) to deliver the return to the prescribed person or entity, if the prescribed circumstances exist and the prescribed requirements are met. 2007, c. 11, Sched. B, s. 1 (2). Contents (4) The return must set out the prescribed information as of the prescribed date. 2007, c. 11, Sched. B, s. 1 (2). Form (5) The return must be in a form approved by the Minister. 2007, c. 11, Sched. B, s. 1 (2). Incomplete return (6) The Minister may accept a return from a corporation for filing even if the return does not comply with the information requirements of subsection (4), but the corporation shall not be considered to have complied with this section until it has satisfied all of the requirements of this section. 2007, c. 11, Sched. B, s. 1 (2). Section Amendments with date in force (d/m/y) 1995, c. 3, s. 1 (2) - 01/01/2000; 1999, c. 12, Sched. F, s. 23 - 27/03/2000 2004, c. 16, Sched. D, Table - 01/01/2004 2007, c. 11, Sched. B, s. 1 (2) - 01/01/2009 Notice of change 4 (1) Subject to subsections (2.1), (3), (4) and (5), every corporation shall file with the Minister a notice of change for every change in the information filed under this Act, within 15 days after the day the change takes place. 2017, c. 20, Sched. 6, s. 70 (1). Same (2) The notice of change shall set out the prescribed information and shall specify any changes that have taken place and the dates of the changes. 2007, c. 11, Sched. B, s. 1 (3). Change in agent for service (2.1) A notice of change must be filed forthwith after a change in the name, address or any other particular set out in an appointment of agent required to be filed under subsection 19 (3) of the Extra-Provincial Corporations Act or after the agent was substituted. 2017, c. 20, Sched. 6, s. 70 (2). Exception (3) It is not necessary to file a notice of change in respect of a director’s retirement and subsequent re-election for the next term of office. 2007, c. 11, Sched. B, s. 1 (3). Same (4) A corporation incorporated under the laws of Ontario that changes only its name does not need to file a notice of change. 2007, c. 11, Sched. B, s. 1 (3). Same (5) An extra-provincial corporation that is required under the Extra-Provincial Corporations Act to apply for an amended licence where it has changed its name or has been ordered to change its name, or where it has continued under the laws of another jurisdiction, shall not file a notice of change in respect of these changes. 2017, c. 20, Sched. 6, s. 70 (2). Section Amendments with date in force (d/m/y) 1994, c. 17, s. 36 - 01/04/1995; 1995, c. 3, s. 2 (1) - 01/01/2000; 1995, c. 3, s. 2 (2) - no effect - see 2007, c. 11, Sched. B, s. 1 (3) - 01/01/2009 2004, c. 19, s. 11 (1, 2) - no effect - see 2007, c. 11, Sched. B, s. 1 (3) - 01/01/2009 2017, c. 20, Sched. 6, s. 70 (1, 2) - 19/10/2021 Verification 5 (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 by the directors of the corporation to verify the return or notice and who has knowledge of the affairs of the corporation. 2017, c. 20, Sched. 6, s. 71. Record and examination (2) A corporation shall maintain an up-to-date paper or electronic record of the prescribed information set out in returns and notices that it has filed under this Act and make the record available for examination by any shareholder, member, director, officer or creditor of the corporation during its normal business hours at its registered office or principal place of business in Ontario. 1995, c. 3, s. 3 (2). Idem (3) A person examining a document under subsection (2) may make copies of or take extracts from it. R.S.O. 1990, c. C.39, s. 5 (3). Examination by remote means (4) A corporation may, but is not required to, permit a shareholder, member, director, officer or creditor of the corporation to examine all or part of the record mentioned in subsection (2) remotely at any time by means of any technology and may also permit the person to make copies or take extracts by such means. 2023, c. 9, Sched. 10, s. 1. Section Amendments with date in force (d/m/y) 1994, c. 17, s. 37 - 01/04/1995; 1995, c. 3, s. 3 (1) - 01/01/2000; 1995, c. 3, s. 3 (2) - 01/05/1999 2017, c. 20, Sched. 6, s. 71 - 19/10/2021 2023, c. 9, Sched. 10, s. 1 - 01/10/2023 Special filing 6 (1) The Minister may at any time by written notice require any corporation other than a corporation of a class exempted by the regulations to make a special filing for the purposes of establishing or maintaining an electronic record database under section 9. R.S.O. 1990, c. C.39, s. 6 (1). 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. 2017, c. 20, Sched. 6, s. 72. Idem (3) The special filing shall contain the information required by subsection 2 (1) or 3 (1), whichever is applicable. R.S.O. 1990, c. C.39, s. 6 (3). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 72 - 19/10/2021 Note: On a day to be named by order of the Lieutenant Governor in Council, the Act is amended by adding the following section: (See: 2025, c. 15, Sched. 4, s. 1) Return re individuals with significant control 6.1 (1) If required by the regulations, a corporation subject to section 140.2 of the Business Corporations Act shall file with the Minister a return setting out such information as may be prescribed regarding individuals with significant control over the corporation, within the meaning of the Business Corporations Act, in the approved form and in such manner and time as may be prescribed. 2025, c. 15, Sched. 4, s. 1. Provision of information to persons, bodies, etc. (2) The Minister may provide all or part of the information received under subsection (1) to a person referred to in subsection 140.3 (3) or (4) of the Business Corporations Act, a regulatory body listed in subsection 140.3 (6) of that Act, or such other person or entity as may be prescribed. 2025, c. 15, Sched. 4, s. 1. Section Amendments with date in force (d/m/y) 2025, c. 15, Sched. 4, s. 1 - not in force Further return or notice 7 The Minister may, at any time by request in writing sent by prepaid mail or otherwise, require any corporation to file within 30 days after the date of the request a return or notice for any or all of the matters contained in section 2, 3, 3.1, 4 or 6. 1994, c. 17, s. 38. Section Amendments with date in force (d/m/y) 1994, c. 17, s. 38 - 01/04/1995 Delivery of notices, etc. 7.1 (1) A notice or other document that is required or permitted by this Act to be sent by the Minister may be sent by ordinary mail or by any other method, including registered mail, certified mail or prepaid courier, if there is a record by the person who has delivered it that the notice or document has been sent. 1994, c. 27, s. 79 (2). Same (2) A notice or other document referred to in subsection (1) may be sent by telephonic or electronic means if there is a record that the notice or other document has been sent and, for greater certainty, the sending of a notice or other document by telephonic or electronic means does not require the consent of the intended recipient. 2017, c. 20, Sched. 6, s. 73. Deemed delivery (3) A notice or other document sent by mail under subsection (1) shall be deemed to be received by the intended recipient on the earlier of, (a) the day the intended recipient actually receives it; or (b) the fifth business day after the day it is mailed. 1994, c. 27, s. 79 (2). Same (4) A notice or other document sent by a method referred to in subsection (2) shall be deemed to be received by the intended recipient on the earlier of, (a) the day the intended recipient actually receives it; or (b) the first business day after the day the transmission is sent by the Minister. 1994, c. 27, s. 79 (2). Section Amendments with date in force (d/m/y) 1994, c. 27, s. 79 (2) - 30/12/2011 2017, c. 20, Sched. 6, s. 73 - 19/10/2021 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. 2017, c. 20, Sched. 6, s. 74. Section Amendments with date in force (d/m/y) 1994, c. 27, s. 79 (2) - 30/12/2011 2004, c. 19, s. 11 (3) - 01/06/2005 2017, c. 20, Sched. 6, s. 74 - 19/10/2021 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 version 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 system maintained under section 9, or a printed copy of the 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, the regulations and the Director’s requirements. 2017, c. 20, Sched. 6, s. 74. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 74 - 19/10/2021 Record 8 (1) The Minister shall enter into a record the information from every return and notice received under this Act. 1995, c. 3, s. 4. Effective date (2) The effective date of filing for every notice and return received under this Act shall be the date determined under the regulations. 2007, c. 11, Sched. B, s. 1 (4). Section Amendments with date in force (d/m/y) 1995, c. 3, s. 4 - 01/01/2000 2007, c. 11, Sched. B, s. 1 (4) - 01/01/2009 Information sharing 8.1 (1) If the Minister receives all the prescribed information referred to in subsection 3 (1), 3.1 (4) or 4 (2), as the case may be, from a prescribed jurisdiction responsible for the administration of an Act of that jurisdiction governing an extra-provincial corporation, the Minister may enter the information into the record referred to in section 8 as if the corporation had filed the return or notice required by section 3, 3.1 or 4, and the corporation is deemed to have filed the return or notice under that section. 2017, c. 20, Sched. 6, s. 74. Information received from two sources (2) Subject to the regulations, if the Minister receives some prescribed information from a prescribed jurisdiction described in subsection (1) and if the Minister receives all remaining prescribed information from the corporation, the Minister may enter the information into the record referred to in section 8 as if the corporation had filed the return or notice required by subsection 3, 3.1 or 4, and the corporation is deemed to have filed the return or notice under that section. 2017, c. 20, Sched. 6, s. 74. Notice to corporation (3) The Minister shall notify the corporation within 15 days after the Minister enters information into the record under subsection (1) that the information to be included in a return or notice required by section 3, 3.1 or 4 has been received from a prescribed jurisdiction and has been entered into the record referred to in section 8. 2017, c. 20, Sched. 6, s. 74. Information to prescribed jurisdictions (4) The Minister may send information that has been filed by a corporation under this Act to a prescribed jurisdiction that is responsible for the administration of a statute that governs the corporation. 2017, c. 20, Sched. 6, s. 74. Information not in a return or notice (5) Subject to the regulations, if the Minister receives information that a corporation is dissolved or other prescribed information in respect of a corporation from a prescribed jurisdiction, the Minister may record the information in the records maintained under section 9. 2017, c. 20, Sched. 6, s. 74. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 74 - 19/10/2021 Form of records 9 (1) Records required by this Act to be prepared and maintained by the Minister may be in bound or loose-leaf or electronic form or in a photographic film form or may be entered or recorded by any system of mechanical or electronic data processing or by any other information storage device that is capable of reproducing any required information in an accurate and intelligible form within a reasonable time. R.S.O. 1990, c. C.39, s. 9 (1); 1994, c. 27, s. 79 (3). 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. 2017, c. 20, Sched. 6, s. 75. (3) Repealed: 2017, c. 20, Sched. 6, s. 75. Copies (4) The Minister is not required to produce the original of a document if a copy is furnished in compliance with subsection (2). R.S.O. 1990, c. C.39, s. 9 (4). Idem (5) For the purposes of this section, a document is a copy of an original if it contains all the information contained in the original. R.S.O. 1990, c. C.39, s. 9 (5). Section Amendments with date in force (d/m/y) 1994, c. 27, s. 79 (3-5) - 01/03/1995 2017, c. 20, Sched. 6, s. 75 - 19/10/2021 Search, etc., of records 10 (1) A person who has paid the required fee is entitled, using any search method approved by the Director, to search 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. 2017, c. 20, Sched. 6, s. 76. Copies (2) On payment of the required fee, the Minister shall furnish any person with a certified copy of the contents of any document filed under section 2, 3, 3.1, 4, 6 or 7 or any predecessor of those sections. 1998, c. 18, Sched. E, s. 83. Section Amendments with date in force (d/m/y) 1998, c. 18, Sched. E, s. 83 - 01/03/1999 2017, c. 20, Sched. 6, s. 76 - 19/10/2021 Documents may be publicly available 10.1 The Director may publish or otherwise make available to the public, (a) any notices or other documents sent by the Minister under this Act; and (b) any documents required by this Act, the regulations or the Director to be sent to the Minister under this Act. 2017, c. 20, Sched. 6, s. 77. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 77 - 19/10/2021 Inability to receive filings in electronic system 10.2 (1) Despite any regulation made under clause 21.1 (1) (e), if the Director is of the opinion that it is not possible, for any reason, to receive returns, notices and other documents and information filed in an electronic format in an electronic system maintained under section 9, the Director may require that they be filed in paper format alone in accordance with the Director’s requirements, if any, or in another electronic format approved by the Director. 2017, c. 20, Sched. 6, s. 77. Same, retaining filings and requests until system is operational (2) If the Director is of the opinion that it is not possible, for any reason, to enter into the record the information from returns, notices or other documents using an electronic system maintained under section 9, the Director may retain returns, notices and other documents and information that have been filed until it is possible for the Director to enter the information into the record in accordance with this Act, the regulations and the Director’s requirements, if any. 2017, c. 20, Sched. 6, s. 77. Same, searches (3) If the Director is of the opinion that it is not possible, for any reason, for searches to be made of an electronic system maintained under section 9, the Director may retain search requests that have been filed until it is possible for searches to be made. 2017, c. 20, Sched. 6, s. 77. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 77 - 19/10/2021 10.2.1 Repealed: R.S.O. 1990, c. C.39, s. 10.2.1 (4). Section Amendments with date in force (d/m/y) 1990, c. C.39, s. 10.2.1 (4) - 19/10/2021 2020, c. 7, Sched. 8, s. 3 - 12/05/2020 Accepting copy of notice or other document 10.3 (1) If a notice or other document is required to be sent to the Ministry under this Act, the Ministry may accept a copy of it if it meets the Director’s requirements established under this Act. 2020, c. 7, Sched. 8, s. 4. Copy deemed original (2) A copy referred to in subsection (1) is deemed to satisfy any requirements under this Act for an original to be sent to the Ministry. 2020, c. 7, Sched. 8, s. 4. Issuance by Minister (3) An issuance by the Minister under this Act in respect of a notice or other document is deemed to comply with requirements under this Act for issuance if it complies, with necessary modifications, with all the requirements of this Act other than any requirements respecting originals, duplicates and number of documents. 2020, c. 7, Sched. 8, s. 4. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 77 - 19/10/2021 2020, c. 7, Sched. 8, s. 4 - 19/10/2021 Signatures 10.4 For greater certainty, in respect of requirements under this Act respecting the signing of returns, notices and other documents filed with the Ministry, any returns, notices and other documents that meet the Director’s requirements established under this Act are deemed to satisfy any requirements for a signature under this Act. 2020, c. 7, Sched. 8, s. 5. Section Amendments with date in force (d/m/y) 2020, c. 7, Sched. 8, s. 5 - 12/05/2020 Note: On the day section 9 of Schedule 1 (Alternative Filing Methods for Business Act, 2020) to the COVID-19 Response and Reforms to Modernize Ontario Act, 2020 comes into force, the Act is amended by adding the following section: (See: 2020, c. 7, Sched. 8, s. 6) Documents filed under Alternative Filing Methods for Business Act, 2020 10.5 Documents filed by a method specified under the Alternative Filing Methods for Business Act, 2020, as it read immediately before it was repealed, are deemed to have been filed by in-person delivery or mail for the purposes of this Act. 2020, c. 7, Sched. 8, s. 6. Section Amendments with date in force (d/m/y) 2020, c. 7, Sched. 8, s. 6 - not in force Information required by Minister 11 (1) The Minister may at any time by notice in writing, given by prepaid mail or otherwise, require any corporation to file within the time specified in the notice a return upon any subject connected with its affairs and relevant to 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. R.S.O. 1990, c. C.39, s. 11 (1); 2017, c. 20, Sched. 6, s. 78 (1). 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. 2017, c. 20, Sched. 6, s. 78 (2). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 78 (1, 2) - 19/10/2021 12 Repealed: 2017, c. 20, Sched. 6, s. 79. Section Amendments with date in force (d/m/y) 2011, c. 1, Sched. 5, s. 3 (1) - 30/03/2011 2017, c. 20, Sched. 6, s. 79 - 19/10/2021 Enforcement Offence 13 (1) Every person who makes a statement in any document, material, evidence or information submitted or required by or for the purposes of this Act that, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact or that omits to state any material fact, the omission of which makes the statement false or misleading, is guilty of an offence and on conviction is liable to a fine of not more than $2,000 or to imprisonment for a term of not more than one year, or to both, or, if such person is a corporation, to a fine of not more than $25,000. R.S.O. 1990, c. C.39, s. 13 (1). Knowledge as element of offence (2) No person is guilty of an offence under subsection (1) if the person did not know the statement was false or misleading and, in the exercise of reasonable diligence, could not have known that the statement was false or misleading. R.S.O. 1990, c. C.39, s. 13 (2). Responsibility of directors and officers (3) Where a corporation is guilty of an offence under subsection (1), every director or officer of such corporation who authorized, permitted or acquiesced in such offence is also guilty of an offence and, on conviction, is liable to a fine of not more than $2,000 or to imprisonment for a term of not more than one year, or to both. R.S.O. 1990, c. C.39, s. 13 (3). General offence 14 (1) Every person who, (a) contravenes this Act or the regulations; or (b) fails to observe or comply with an order, direction, or other requirement made under this Act or the regulations, is, except where such conduct constitutes an offence under section 13, guilty of an offence and on conviction is liable to a fine of not more than $2,000 or, if such person is a corporation, to a fine of not more than $25,000. R.S.O. 1990, c. C.39, s. 14 (1). Responsibility of directors and officers (2) Where a corporation is guilty of an offence under subsection (1), every director or officer of the corporation, and, where the corporation is an extra-provincial corporation, every person acting as his or her representative in Ontario, who authorized, permitted or acquiesced in such offence is also guilty of an offence and on conviction is liable to a fine of not more than $2,000. R.S.O. 1990, c. C.39, s. 14 (2). Consent to prosecute 15 (1) No proceeding under section 13 or 14 shall be commenced except with the consent of or under the direction of the Minister. R.S.O. 1990, c. C.39, s. 15 (1). Limitation (2) No proceeding under section 13 or 14 shall be commenced more than two years after the facts upon which the proceeding is based first came to the knowledge of the Minister as certified by him or her. R.S.O. 1990, c. C.39, s. 15 (2). Order for compliance 16 Where it appears to the Minister or to any shareholder, member, creditor, director or officer of the corporation that the corporation has not complied with any provision of this Act or the regulations or any order, direction or other requirement made under this Act or the regulations, despite the imposition of any penalty in respect of such non-compliance and in addition to any other rights he or she may have, he or she may apply to the court for an order directing the corporation or any director or officer or employee, as the case may be, to comply with such provision, order, direction or other requirement or for an order restraining such person from contravening such provision, order, direction or requirement and upon such application the court may make such order, or such other order as the court thinks fit. R.S.O. 1990, c. C.39, s. 16. Late filing fee 17 A corporation that files a return or notice after the time set out in this Act or the regulations shall pay the prescribed late filing fee. R.S.O. 1990, c. C.39, s. 17; 1994, c. 17, s. 40. Section Amendments with date in force (d/m/y) 1994, c. 17, s. 40 - 01/04/1995 General Ability to sue 18 (1) A corporation that is in default of a requirement under this Act to file a return or notice or that has unpaid fees or penalties is not capable of maintaining a proceeding in a court in Ontario in respect of the business carried on by the corporation except with leave of the court. R.S.O. 1990, c. C.39, s. 18 (1); 1994, c. 17, s. 41 (1). Idem (2) The court shall grant leave if the court is satisfied that, (a) the failure to file the return or notice or pay the fees or penalties 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 corporation has filed all returns and notices required by this Act and has no unpaid fees or penalties. R.S.O. 1990, c. C.39, s. 18 (2); 1994, c. 17, s. 41 (2, 3). Contracts valid (3) No contract is void or voidable by reason only that it was entered into by a corporation that was in contravention of this Act or the regulations at the time the contract was made. R.S.O. 1990, c. C.39, s. 18 (3). Section Amendments with date in force (d/m/y) 1994, c. 17, s. 41 (1-3) - 01/04/1995 Certificate of Minister 19 (1) The Minister may issue a certificate certifying, (a) as to the filing or non-filing of any document or material required or permitted to be filed under this Act; (b) as to the time when the facts upon which proceedings are based first came to the knowledge of the Minister; (c) that a person named in the certificate on the date or during the period specified in the certificate is shown on the records of the Ministry as a director, officer, manager or attorney for service of the corporation named in the certificate; (d) that information set out in the certificate has been filed under this Act and is contained in the records of the Ministry; (e) information relating to the corporation based on the records of the Ministry; or (f) that a corporation, (i) has made filings required to be sent to the Ministry under this Act, (ii) has paid all required fees under this Act, the Business Corporations Act, the Business Names Act, the Corporations Act, the Extra-Provincial Corporations Act, the Limited Partnerships Act or the Not-for-Profit Corporations Act, 2010, (iii) is not in default in complying with a prescribed Act, or (iv) exists as of the specified date or dates. R.S.O. 1990, c. C.39, s. 19; 2004, c. 19, s. 11 (4); 2017, c. 20, Sched. 6, s. 82 (1). Refusal to issue certificate (2) The Minister may refuse to issue a certificate described in clause (1) (f) if the Minister has knowledge that the corporation is in default of sending a document required to be sent under this Act, is in default in complying with a prescribed Act or is in default of paying a required fee. 2017, c. 20, Sched. 6, s. 82 (2). Section Amendments with date in force (d/m/y) 2004, c. 19, s. 11 (4) - 01/06/2005 2017, c. 20, Sched. 6, s. 82 (1, 2) - 19/10/2021 Minister’s certificate, etc. 20 (1) If 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. 2017, c. 20, Sched. 6, s. 83. 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. 2017, c. 20, Sched. 6, s. 83. 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. 2017, c. 20, Sched. 6, s. 83. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 83 - 19/10/2021 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 the issuance. 2017, c. 20, Sched. 6, s. 83. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 83 - 19/10/2021 Duty of Minister 21 The Minister may accept the information contained in any return or notice filed under this Act without making any inquiry as to its completeness or accuracy. R.S.O. 1990, c. C.39, s. 21; 1994, c. 17, s. 42. Section Amendments with date in force (d/m/y) 1994, c. 17, s. 42 - 01/04/1995 Minister’s regulations and orders Regulations 21.1 (1) The Minister may make regulations, (a) prescribing or governing anything described in this Act as prescribed or done by or in accordance with the regulations; (b) exempting any class or classes of corporations from filing returns or notices under section 2, 3, 3.1 or 6; (c) respecting and governing the content, form, format and filing of returns, notices and other documents and information filed or issued under this Act and the form, format and payment of fees; (d) respecting and governing the manner of completion, submission and acceptance of returns, notices and other documents and information filed under this Act, the payment of fees and the determination of the date of receipt; (e) 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; (f) 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 (e), (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, and subject to any terms and conditions imposed by the Director, that must be filed with the Ministry or given to any other person specified in the notice; (g) permitting the Director, subject to any terms and conditions imposed by the Director, for each of the formats designated under clause (e), (i) to require that a document or information prescribed under subclause (f) (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 (f) (ii) be filed with the Ministry, together with returns, notices and other forms approved under section 21.3; (h) governing the terms and conditions that the Director may impose pursuant to a regulation made under subclause (f) (ii) or clause (g); (i) respecting and governing the issuance of documents by the Director or the Minister, including rules respecting the issuance by electronic means; (j) governing the assignment of corporation numbers under section 21.5; (k) 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; (l) prescribing duties and powers of the Director in addition to those set out in this Act; (m) 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); (n) providing that a person or entity that enters into an agreement under subsection 1.3 (2) is an agent of the Crown and specifying the services and purposes for which the person or entity is considered to be an agent of the Crown; (o) defining any word or expression used in this Act that has not already been expressly defined in this Act; (p) prescribing any matter that the Minister considers necessary or advisable for the purposes of this Act; (q) governing examinations of records under section 5. 2017, c. 20, Sched. 6, s. 84 (1, 2); 2023, c. 9, Sched. 10, s. 2. Rolling incorporation by reference (2) A regulation made under subsection (1) that incorporates another document by reference may provide that the reference to the document includes amendments made to the document from time to time after the regulation is made. 2017, c. 20, Sched. 6, s. 84 (1). Fees (3) The Minister may, by order, require the payment of fees for search reports, copies of documents or information, or other services under this Act, approve the amount of those fees and provide for the waiver or refund of all or any part of any of those fees. 2017, c. 20, Sched. 6, s. 84 (1). Non-application of Legislation Act, 2006 (4) Part III (Regulations) of the Legislation Act, 2006 does not apply to an order made by the Minister under subsection (3). 2017, c. 20, Sched. 6, s. 84 (1). Section Amendments with date in force (d/m/y) 1998, c. 18, Sched. E, s. 84 - 01/03/1999 2011, c. 1, Sched. 5, s. 3 (2) - 30/03/2011 2017, c. 20, Sched. 6, s. 84 (1) - 19/10/2021; 2017, c. 20, Sched. 6, s. 84 (2) - 14/11/2020 2023, c. 9, Sched. 10, s. 2 - 01/10/2023 Corporations information agreement 21.2 (1) The Minister may enter into an agreement with a prescribed person or entity, providing for the person or entity to receive returns required to be filed under section 3.1 and to transmit the information in every return to the Minister for the purposes of recording under section 8, in accordance with the terms and conditions of the agreement. 2007, c. 11, Sched. B, s. 1 (5). Supplemental agreements authorized (2) The Minister may enter into one or more agreements amending an agreement entered into under this section. 2007, c. 11, Sched. B, s. 1 (5). Payment of fees under agreement (3) All fees and other amounts payable by Ontario pursuant to an agreement entered into under this section are a charge upon and payable out of the Consolidated Revenue Fund. 2007, c. 11, Sched. B, s. 1 (5). Section Amendments with date in force (d/m/y) 2007, c. 11, Sched. B, s. 1 (5) - 04/06/2007 Forms 21.3 (1) The Director may require that forms approved by the Director under this Act or under the Extra-Provincial Corporations Act be used for any purpose under this Act. 2017, c. 20, Sched. 6, s. 85. 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). 2017, c. 20, Sched. 6, s. 85. Section Amendments with date in force (d/m/y) 2011, c. 1, Sched. 5, s. 3 (3) - 30/03/2011 2017, c. 20, Sched. 6, s. 85 - 19/10/2021 Requirements established by Director 21.4 (1) The Director may establish requirements, (a) respecting and governing the content, form, format, and filing of returns, notices and other documents and information filed or issued under this Act and the form, format and payment of fees; (b) respecting and governing the manner of completion, submission and acceptance of returns, notices and other documents and information filed under this Act, the payment of fees and the determination of the date of receipt; (c) specifying that returns, notices and other documents and information may be filed under this Act and fees may be paid only by a person authorized by the Director or who belongs to a class of persons authorized by the Director; (d) governing the authorization of persons described in clause (c), including, (i) establishing conditions and requirements to be an authorized person, (ii) imposing terms and conditions on an authorization, including terms and conditions governing the filing of returns, notices and other documents and information and the payment of fees, and (iii) requiring any person who applies for an authorization to enter into an agreement with the Director, or a person designated by the Director, governing the filing of returns, notices and other documents and information;

(e) specifying whether and which returns, notices and other forms approved under section 21.3 and supporting documents must be signed, specifying requirements respecting their signing, and governing the form and format of signatures, including establishing rules respecting electronic signatures; (f) specifying and governing methods of executing returns, notices and other forms approved under section 21.3 and supporting documents, other than by signing them, and establishing rules respecting those methods; (g) specifying requirements for corporations filing returns, notices and other forms approved under section 21.3, whether electronically or by another method, to keep a properly executed version of them, including records related to an electronic signature if signed by electronic signature, at the head or registered office in paper or electronic format and, if required by notice from the Director, to provide a copy of the executed version, including records related to an electronic signature, to the Director within the time period set out in the notice; (h) 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; (i) establishing technology standards and requirements for filing returns, notices or other documents and information in electronic format with the Ministry and for paying fees in electronic format; (j) respecting the authorization of an individual who may verify a return or notice under subsection 5 (1); (k) specifying and governing a type of copy, including a type of copy of a court order or other document issued by the court, that may be filed with the Ministry; (l) respecting and governing the issuance of documents by the Director or the Minister, including rules respecting the issuance by electronic means; (m) governing the assignment of corporation numbers under section 21.5; (n) governing searches and search methods of records for the purposes of subsection 10 (1). 2017, c. 20, Sched. 6, s. 85; 2020, c. 7, Sched. 8, s. 7. Classes (2) For the purposes of clause (1) (c), a class may be defined, (a) in terms of any attribute or combination of attributes; or (b) as consisting of, including or excluding a specified member. 2017, c. 20, Sched. 6, s. 85. Agreement under s. 21.2 (3) 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. 2017, c. 20, Sched. 6, s. 85. Non-application of Legislation Act, 2006 (4) Part III (Regulations) of the Legislation Act, 2006 does not apply to a requirement established by the Director under subsection (1). 2017, c. 20, Sched. 6, s. 85. Conflict (5) 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. 2017, c. 20, Sched. 6, s. 85. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 85 - 19/10/2021 2020, c. 7, Sched. 8, s. 7 (1, 2) - 19/10/2021 21.4.1 Repealed: R.S.O. 1990, c. C.39, s. 21.4.1 (5). Section Amendments with date in force (d/m/y) 1990, c. C.39, s. 21.4.1 (5) - 19/10/2021 2020, c. 7, Sched. 8, s. 8 - 12/05/2020 Assignment of corporation numbers to existing corporations 21.5 (1) The Director may assign a corporation number to a corporation that has not already been assigned a corporation number if the Director is of the opinion that it is appropriate to do so. 2017, c. 20, Sched. 6, s. 85. Same, changing number (2) If, through inadvertence or otherwise, 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, without holding a hearing, change the number assigned to the corporation. 2017, c. 20, Sched. 6, s. 85. Same (3) If, for any reason, the Director has assigned more than one corporation number to a corporation, the Director may, without holding a hearing, determine which corporation number will be assigned to the corporation. 2017, c. 20, Sched. 6, s. 85. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 85 - 19/10/2021 22 Repealed: 2017, c. 20, Sched. 6, s. 86. Section Amendments with date in force (d/m/y) 1994, c. 17, s. 43 - 01/04/1995; 1994, c. 27, s. 79 (6) - 01/03/1995; 1998, c. 18, Sched. E, s. 85 - 01/03/1999 2004, c. 19, s. 11 (5) - 01/06/2005; 2004, c. 19, s. 11 (6) - 01/08/2007 2007, c. 11, Sched. B, s. 1 (6, 7) - 01/01/2009 2011, c. 1, Sched. 5, s. 3 (4, 5) - 30/03/2011 2017, c. 20, Sched. 6, s. 86 - 19/10/2021 ______________