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Loan and Trust Corporations Act

R.S.O. 1990, CHAPTER L.25

Consolidation Period: From June 22, 2006 to the e-Laws currency date.

Notice of additional information:

August 1, 2008 has been named by proclamation as the day on which the amendments made by 2001, chap. 8, ss. 52 (1), (3)-(5), 53, 54, 58-67, 68 (2), (4), 70 (2), 72 (2), 73, 74, 76-78, 80-82, 83 (3), 84 (2), 85-138, 141-172, 173 (1), (4), 174-177, 179, 180 and 182 come into force. Grey shading and editorial notes will be removed in a subsequent consolidation to show effect of proclamation.

More recent events may not yet be included in this notice.

Last amendment: 2006, c.19, Sched.C, s.1(1).

SKIP TABLE OF CONTENTS

CONTENTS

PART I
INTERPRETATION AND APPLICATION

Definitions

1.  In this Act,

“accountant” means a person who is licensed under the Public Accounting Act, 2004; (“comptable”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “accountant” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (1). See: 2001, c. 8, ss. 52 (1), 183 (2).

“affiliate” means a body corporate that is an affiliate within the meaning of subsection 2 (1); (“membre du même groupe”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “affiliate” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (1). See: 2001, c. 8, ss. 52 (1), 183 (2).

“bank” means a bank or authorized foreign bank within the meaning of section 2 of the Bank Act (Canada); (“banque”)

“bank mortgage subsidiary” means a wholly-owned subsidiary of a bank that receives deposits that are guaranteed by the bank and whose investments in mortgages equal at least 85 per cent of its deposits; (“filiale bancaire de crédit hypothécaire”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “bank mortgage subsidiary” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (3). See: 2001, c. 8, ss. 52 (3), 183 (2).

“body corporate” means any body corporate with or without share capital and wherever or however incorporated; (“personne morale”)

“branch” means an office of a corporation where it offers services to the public or where it provides fiduciary services; (“succursale”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “branch” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (3). See: 2001, c. 8, ss. 52 (3), 183 (2).

“capital base” means the shareholders’ equity of a corporation calculated in the prescribed manner; (“apport en capital”)

“Commission” means the Financial Services Commission of Ontario established under the Financial Services Commission of Ontario Act, 1997; (“Commission”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “Commission” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (3). See: 2001, c. 8, ss. 52 (3), 183 (2).

“common trust fund” means a fund maintained by a trust corporation in which money belonging to various estates and trusts in its care are combined for the purpose of facilitating investment; (“fonds en fiducie collectif”)

“company” means a body corporate that is not a loan corporation, a trust corporation or a municipality or any local board thereof; (“compagnie”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “company” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (3). See: 2001, c. 8, ss. 52 (3), 183 (2).

“corporation” means a loan corporation or a trust corporation whether incorporated in or outside of Ontario; (“société”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “corporation” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (4) and the following substituted:

“corporation” means a loan corporation or a trust corporation; (“société”)

See: 2001, c. 8, ss. 52 (4), 183 (2).

“deposit”, in relation to a registered corporation, means money received by it under section 155 and money received by it before the coming into force of section 155 that, had that section been in force when the money was received, would have been received under section 155; (“dépôt”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “deposit” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (5) and the following substituted:

“deposit” means, in relation to a registered corporation, money received by it that is repayable on demand or after notice or that is repayable upon the expiry of a fixed term; (“dépôt”)

See: 2001, c. 8, ss. 52 (5), 183 (2).

“depositor” means a person who has a deposit in a corporation; (“déposant”)

“extra-provincial corporation” means a corporation that was incorporated under the laws of Canada or of any province, other than Ontario, or of any territory of Canada; (“société extraprovinciale”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “extra-provincial corporation” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (6). See: 2001, c. 8, ss. 52 (6), 183 (2).

“financial statement” means a statement referred to in subsection 120 (1); (“état financier”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “financial statement” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (6). See: 2001, c. 8, ss. 52 (6), 183 (2).

“improved real estate” means real estate,

(a) on which there exists a building used or capable of being used for residential, financial, commercial, industrial, educational, professional, institutional, religious, charitable or recreational purposes,

(b) on which a building capable of being used for residential, financial, commercial, industrial, professional, institutional, educational, religious, charitable or recreational purposes is being or is about to be constructed,

(c) on which farming operations are being conducted, or

(d) vacant land within a municipality that is restricted by law in its use to commercial, industrial or residential purposes by zoning or otherwise; (“bien immeuble amélioré”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “improved real estate” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (6). See: 2001, c. 8, ss. 52 (6), 183 (2).

“instrument of incorporation” means the special Act, charter, letters patent or other document incorporating or amalgamating a corporation and includes all amendments thereto; (“acte constitutif”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “instrument of incorporation” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (6). See: 2001, c. 8, ss. 52 (6), 183 (2).

“law of Ontario” includes any law of the former Province of Canada or of Upper Canada, continued as the law of Ontario, or consolidated or incorporated with the law of Ontario; (“la loi de l’Ontario”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “law of Ontario” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (6). See: 2001, c. 8, ss. 52 (6), 183 (2).

“lending value”, in relation to real estate, means the market value of the real estate reduced by such amounts as are attributable to contingencies or assumptions the occurrence of which is remote and that have increased the market value of the real estate, multiplied by the lesser of,

(a) 75 per cent, or

(b) such percentage less than 75 per cent as the corporation has determined in accordance with its prudent investment standards to be appropriate in the circumstances; (“valeur hypothécable”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “lending value” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (6). See: 2001, c. 8, ss. 52 (6), 183 (2).

“loan corporation” means a body corporate incorporated or operated for the purpose of borrowing money from the public by receiving deposits and lending or investing such money but does not include a bank, a bank mortgage subsidiary, an insurance corporation, a trust corporation, a credit union, caisse populaire or league under the Credit Unions and Caisses Populaires Act, 1994 or a retail association under the Cooperative Credit Associations Act (Canada); (“société de prêt”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “loan corporation” is amended by the Statutes of Ontario, 2001, chapter 8, subsection 52 (7) by striking out “a bank mortgage subsidiary”. See: 2001, c. 8, ss. 52 (7), 183 (2).

“market value” means the most probable price that would be obtained for property in an arm’s length sale in an open market under conditions requisite to a fair sale, the buyer and seller each acting prudently, knowledgeably and willingly; (“valeur marchande”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “market value” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

“Minister” means the Minister of Financial Institutions; (“ministre”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “Minister” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

“Ministry” means the Ministry of the Minister; (“ministère”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “Ministry” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

“mortgage” includes a charge or hypothec; (“hypothèque”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “mortgage” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

“offering corporation” means a corporation that is offering its securities to the public within the meaning of subsection 2 (9) and that is not the subject of an order of the Ontario Securities Commission deeming it to have ceased to be offering its securities to the public; (“société qui fait appel au public”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “offering corporation” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

“officer” means the chair and any vice-chair of the board of directors, the president, any vice-president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the general manager and any other person designated an officer by by-law or by resolution of the directors and any other individual who performs functions for the corporation similar to those normally performed by an individual occupying any such office; (“dirigeant”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “officer” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

“personal representative” means an executor, administrator, guardian, trustee, receiver or liquidator; (“ayant droit”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “personal representative” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

“prescribed” means prescribed by the regulations; (“prescrit”)

“principal place of business” means,

(a) in the case of a provincial corporation, the place in Ontario designated in its instrument of incorporation as its head office or as its principal place of business, and

(b) in the case of a registered extra-provincial corporation, the place in Ontario designated in its registration as its principal place of business; (“établissement principal”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “principal place of business” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

“provincial corporation” means a corporation incorporated under the law of Ontario; (“société provinciale”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “provincial corporation” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

“real estate” includes messuages, lands, rents and hereditaments, whether freehold or of any other tenure, and whether corporeal or incorporeal, and leasehold estates, and any undivided share thereof, and any estate, right or interest therein but does not include hydrocarbons, minerals or aggregates in or under the ground; (“biens immeubles”)

“registered corporation” means a corporation registered under this Act; (“société inscrite”)

“registered form”, when applied to a security, means a security that,

(a) specifies a person entitled to the security or to the rights it evidences, and the transfer of which is capable of being recorded in a securities register, or

(b) bears a statement that it is in registered form; (“nominatif (nominative)”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “registered form” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

“regulations” means the regulations made under this Act; (“règlements”)

“resident Canadian” means an individual who is,

(a) a Canadian citizen ordinarily resident in Canada,

(b) a Canadian citizen not ordinarily resident in Canada who is a member of a prescribed class of persons, or

(c) a permanent resident within the meaning of the Immigration Act (Canada) and ordinarily resident in Canada, except a permanent resident who has been ordinarily resident in Canada for more than one year after the time at which he or she first became eligible to apply for Canadian citizenship; (“résident canadien”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “resident Canadian” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

“restricted party” means a person who with respect to a corporation is,

(a) an officer or director of the corporation,

(b) a beneficial holder, directly or indirectly, of 10 per cent or more of any class of voting shares of the corporation,

(c) a beneficial holder of 10 per cent or more of any class of non-voting shares of the corporation,

(d) a beneficial holder, directly or indirectly, of 10 per cent or more of any class of voting shares of an affiliate of the corporation,

(e) an affiliate of the corporation other than a subsidiary of the corporation,

(f) an employee of the corporation,

(g) an auditor of the corporation, if the auditor is a sole practitioner,

(h) a partner in the firm who are the corporation’s auditors, if the partner is actually engaged in auditing the corporation,

(i) a director or officer of a body corporate described in clause (b) or (c),

(j) a spouse or child of an individual described in clause (a), (b), (c) or (d),

(k) any relative of an individual described in clause (a), (b), (c) or (d) or of his or her spouse who has the same home as such individual or spouse,

(l) a body corporate in which a person described in clause (a) or (b) is the beneficial holder, directly or indirectly, of 10 per cent or more of any class of voting shares,

(m) a body corporate in which a person described in clause (c), (f), (g), (h), (i) or (j) is the beneficial holder, directly or indirectly, of more than 50 per cent of any class of voting shares,

(n) a person designated under section 140 as a restricted party; (“personne assujettie à des restrictions”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “restricted party” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

“securities register” means the register referred to in subsection 127 (1); (“registre de valeurs mobilières”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “securities register” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

“security” means a share of any class or series of shares or a debt obligation of a body corporate and includes a certificate evidencing such a share or debt obligation and includes a warrant but does not include a deposit or any instrument evidencing a deposit in a corporation; (“valeur mobilière”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “security” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

“special resolution” means a resolution that is,

(a) submitted to a meeting of the shareholders of a corporation duly called for the purpose of considering the resolution and passed, with or without amendment, at the meeting by at least two-thirds of the votes cast, or

(b) consented to in writing by each shareholder of the corporation entitled to vote at such a meeting or the shareholder’s agent authorized in writing; (“résolution spéciale”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “special resolution” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

“spouse” means the person to whom a person is married or with whom the person is living in a conjugal relationship outside marriage; (“conjoint”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “spouse” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

“Superintendent” means the Superintendent of Financial Services appointed under the Financial Services Commission of Ontario Act, 1997; (“surintendant”)

“total assets” means the assets of a corporation calculated in the prescribed manner and, in the case of a provincial trust corporation, includes cash and securities earmarked and set aside under subsection 155 (5); (“actif total”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “total assets” is repealed by the Statutes of Ontario, 2001, chapter 8, subsection 52 (8). See: 2001, c. 8, ss. 52 (8), 183 (2).

“Tribunal” means the Financial Services Tribunal established under the Financial Services Commission of Ontario Act, 1997; (“Tribunal”)

“trust corporation” means a body corporate incorporated or operated,

(a) for the purpose of offering its services to the public to act as trustee, bailee, agent, executor, administrator, receiver, liquidator, assignee, guardian of property or attorney under a power of attorney for property, and

(b) for the purpose of receiving deposits from the public and of lending or investing such deposits; (“société de fiducie”)

“voting share” means any share of any class of shares of a body corporate carrying voting rights under all circumstances and any share of any class of shares carrying voting rights by reason of the occurrence of any contingency that has occurred and is continuing. (“action assortie du droit de vote”) R.S.O. 1990, c. L.25, s. 1; 1992, c. 32, s. 19; 1996, c. 2, s. 70 (1); 1994, c. 17, s. 103; 1997, c. 19, s 13 (1); 1997, c. 28, s. 149; 1999, c. 6, s. 34 (1, 2); 2001, c. 8, s. 52 (2-8); 2004, c. 8, s. 46; 2004, c. 31, Sched. 23, s. 1; 2005, c. 5, s. 38 (1-3).

Deemed affiliation

2.  (1) For the purposes of this Act,

(a) a body corporate shall be deemed to be affiliated with another body corporate if one of them is the subsidiary of the other or both are subsidiaries of the same body corporate or each of them is controlled by the same person; and

(b) the affiliates of every body corporate shall be deemed to be affiliated with all other bodies corporate with which the body corporate is affiliated. R.S.O. 1990, c. L.25, s. 2 (1).

Deemed control

(2)  For the purposes of this Act, except sections 59 to 61, a body corporate shall be deemed to be controlled by a person if,

(a) securities of the body corporate to which are attached more than 50 per cent of the votes that may be cast to elect directors of the body corporate are held other than by way of security only by or for the benefit of that person; and

(b) the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate. R.S.O. 1990, c. L.25, s. 2 (2).

Deemed holding body corporate

(3)  For the purposes of this Act, a body corporate shall be deemed to be the holding body corporate of all of its subsidiaries. R.S.O. 1990, c. L.25, s. 2 (3).

Deemed subsidiaries

(4)  For the purposes of this Act, a body corporate shall be deemed to be a subsidiary of another body corporate if,

(a) it is controlled by,

(i) that other,

(ii) that other and one or more bodies corporate each of which is controlled by that other, or

(iii) two or more bodies corporate each of which is controlled by that other; or

(b) it is a subsidiary within the meaning of clause (a) of a body corporate that is that other’s subsidiary. R.S.O. 1990, c. L.25, s. 2 (4).

Beneficial ownership of securities

(5)  For the purposes of this Act, a person shall be deemed to own beneficially securities that are beneficially owned by a body corporate controlled by the person. R.S.O. 1990, c. L.25, s. 2 (5).

“Downstream” investments

(6)  For the purposes of this Act, where a person owns beneficially, directly or indirectly, shares of a body corporate, the person shall be deemed to own beneficially that proportion of shares of every other body corporate that is owned beneficially, directly or indirectly, by the first-mentioned body corporate, that is equal to the proportion of shares of the first-mentioned body corporate that is owned beneficially, directly or indirectly, by the person. R.S.O. 1990, c. L.25, s. 2 (6).

Choice of rule

(7)  Where subsections (5) and (6) may apply to a person, only the subsection under which the person is deemed to own beneficially the most securities applies to the person. R.S.O. 1990, c. L.25, s. 2 (7).

Exclusion

(8)  Securities owned by a corporation shall not be considered in determining a person’s deemed beneficial ownership of securities under subsection (5) or (6). R.S.O. 1990, c. L.25, s. 2 (8).

Offering securities to public

(9)  For the purposes of this Act, a body corporate is offering its securities to the public only where,

(a) in respect of any of its securities, a prospectus, statement of material facts or securities exchange take-over bid or issuer bid circular has been filed under the Securities Act or any predecessor thereof or a prospectus has been filed under The Corporations Information Act, being chapter 72 of the Revised Statutes of Ontario, 1960, or any predecessor thereof, so long as any of such securities are outstanding or any securities into which such securities are converted are outstanding; or

(b) any of its securities have been at any time since the 1st day of May, 1967, listed and posted for trading on any stock exchange in Ontario recognized by the Ontario Securities Commission regardless of when such listing and posting for trading commenced,

except that where, upon the application of a body corporate that has fewer than fifteen security holders, the Ontario Securities Commission is satisfied that to do so would not be prejudicial to the public interest, the Commission may order, subject to such terms and conditions as it may impose, that the body corporate shall be deemed to have ceased to be offering its securities to the public. R.S.O. 1990, c. L.25, s. 2 (9).

Related persons

(10)  For the purposes of sections 62 to 69, a person shall be deemed to be related to,

(a) every company or corporation of which the person beneficially owns, directly or indirectly, voting shares carrying more than 50 per cent of the voting rights attached to all voting securities of the company or corporation for the time being outstanding;

(b) every partner of the person;

(c) every trust or estate in which the person has a substantial beneficial interest or as to which the person serves as trustee or in a similar capacity;

(d) the spouse and every child of the person;

(e) every relative of the person or of his or her spouse who has the same home as the person. R.S.O. 1990, c. L.25, s. 2 (10); 1999, c. 6, s. 34 (3); 2005, c. 5, s. 38 (5).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 2 is repealed by the Statutes of Ontario, 2001, chapter 8, section 53. See: 2001, c. 8, ss. 53, 183 (2).

Application of Act

3.  (1)  This Act applies to all corporations unless specifically limited to provincial corporations. R.S.O. 1990, c. L.25, s. 3 (1).

Idem

(2)  Where there is a conflict between a provision of the instrument of incorporation of a provincial corporation or of any special Act of Ontario in relation to any corporation and a provision of this Act or the regulations, the provision of this Act or the regulations, as the case may be, prevails. R.S.O. 1990, c. L.25, s. 3 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 3 is repealed by the Statutes of Ontario, 2001, chapter 8, section 54 and the following substituted:

Application of Act

3.  This Act applies to all corporations. 2001, c. 8, s. 54.

See: 2001, c. 8, ss. 54, 183 (2).

Non-application of Act

4.  This Act does not apply to a body corporate that is authorized, constituted or operated for the purpose of lending money on the security of real estate or for the purpose of investing money in mortgages, where the body corporate borrows only by way of,

(a) loans from banks, corporations, insurance companies or credit unions or caisses populaires incorporated or registered under the Credit Unions and Caisses Populaires Act; or

(b) the issue of debentures, notes or like obligations of an amount not less than $100,000 each to any one person on the person’s account, whereby the body corporate is not obligated or cannot by demand of the holder be obligated to repay the money secured by the debenture, note or obligation within five years from the date of its issue. R.S.O. 1990, c. L.25, s. 4.

PART II
INCORPORATION AND INSTRUMENT
OF INCORPORATION

5.  Repealed: 2001, c. 8, s. 55.

6.  Repealed: 2001, c. 8, s. 56.

7.  Repealed: 2001, c. 8, s. 57.

Contents of letters patent

8.  The letters patent of a loan corporation shall set out,

(a) the name of the corporation;

(b) the municipality or geographic township in Ontario where the principal place of business is to be located;

(c) the classes and any maximum number of shares that the corporation is authorized to issue and the rights, privileges, restrictions and conditions attaching to each class of shares; and

(d) the full name, address of residence, citizenship and occupation of,

(i) each of the first directors of the corporation,

(ii) every person who subscribed for 10 per cent or more of any class of shares of the corporation, and

(iii) each of the applicants. R.S.O. 1990, c. L.25, s. 8.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 8 is repealed by the Statutes of Ontario, 2001, chapter 8, section 58. See: 2001, c. 8, ss. 58, 183 (2).

Day of incorporation

9.  A provincial loan corporation comes into existence on the day set out in its letters patent. R.S.O. 1990, c. L.25, s. 9.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 9 is repealed by the Statutes of Ontario, 2001, chapter 8, section 58. See: 2001, c. 8, ss. 58, 183 (2).

Supplementary letters patent

10.  (1)  On the application of a provincial corporation, the Lieutenant Governor in Council may issue supplementary letters patent to amend the instrument of incorporation of the corporation,

(a) to change its name;

(b) in the case of a provincial loan corporation, to continue it as a trust corporation;

(c) in the case of a provincial trust corporation, to continue it as a loan corporation; or

(d) to change the municipality or geographic township in which the principal place of business of the corporation is located. R.S.O. 1990, c. L.25, s. 10 (1).

Idem

(2)  On the application of the corporations involved, the Lieutenant Governor in Council may issue letters patent to amalgamate the corporations and continue them as one provincial corporation. R.S.O. 1990, c. L.25, s. 10 (2).

Idem

(3)  On the application of any provincial corporation, the Lieutenant Governor in Council may issue supplementary letters patent to amend the instrument of incorporation of the corporation to,

(a) add, change or remove any maximum number of shares that the corporation is authorized to issue;

(b) create new classes of shares;

(c) change the designation of all or any of its shares, and add, change or remove any rights, privileges, restrictions and conditions, including rights to accrued dividends, in respect of all or any of its shares, whether issued or unissued;

(d) change the shares of any class or series, whether issued or unissued, into a different number of shares of the same class or series or into the same or a different number of shares of other classes or series;

(e) divide a class of shares, whether issued or unissued, into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions thereof;

(f) authorize the directors to divide any class of unissued shares into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions thereof;

(g) authorize the directors to change the rights, privileges, restrictions and conditions attached to unissued shares of any series; and

(h) revoke, diminish or enlarge any authority conferred under clauses (f) and (g). R.S.O. 1990, c. L.25, s. 10 (3).

Special resolution

(4)  No application shall be made under subsection (1) or (3) unless it has been authorized by a special resolution of the provincial corporation. R.S.O. 1990, c. L.25, s. 10 (4).

Application

(5)  An application for the issue of supplementary letters patent shall follow the form approved by the Superintendent and shall be filed with the Superintendent together with such information, material and evidence as the form may specify and, in the case of an application under clause (1) (b), evidence that,

(a) the stated capital account or accounts of the corporation is or are equal to or exceed $5,000,000 and the capital base of the corporation equals or exceeds $10,000,000; or

(b) one or more responsible applicants has subscribed in good faith for shares of the corporation so that, when issued and added to the stated capital account or accounts, the stated capital account or accounts will equal or exceed $10,000,000 and the capital base will equal or exceed $10,000,000. R.S.O. 1990, c. L.25, s. 10 (5); 1997, c. 19, s. 13 (2); 1999, c. 12, Sched. I, s. 5 (3).

Idem

(6)  An application for the issue of supplementary letters patent under clause (1) (b) or (c) shall be accompanied by an application for registration as a trust corporation or loan corporation, as the case may be. R.S.O. 1990, c. L.25, s. 10 (6).

Notice, additional information

(7)  The Superintendent, upon the filing of an application for supplementary letters patent,

(a) may require notice of the application, containing such information as the Superintendent may require, to be published by the applicant in The Ontario Gazette, and in a newspaper having general circulation in the locality where the principal place of business in Ontario of the corporation is located; and

(b) may require the applicant to provide such information, material and evidence as the Superintendent may consider necessary, in addition to the information, material and evidence required to be provided in or with the application. R.S.O. 1990, c. L.25, s. 10 (7).

Rejection of application

(8)  Supplementary letters patent shall not be issued,

(a) to continue a provincial loan corporation as a provincial trust corporation unless it is shown to the satisfaction of the Lieutenant Governor in Council that,

(i) there exists a public benefit and advantage for continuing the corporation as a trust corporation,

(ii) the management of the applicant is fit, both as to character and as to competence, to manage a trust corporation,

(iii) each person subscribing for 10 per cent or more of any class of shares of the corporation or who holds, or upon the issue of the supplementary letters patent will hold, 10 per cent or more of any class of its shares can demonstrate the adequacy of their financial resources and is fit as to character to own 10 per cent or more of such class of shares,

(iv) each director of the applicant is fit, both as to character and as to competence, to be a director of a trust corporation,

(v) the proposed plan of operations as a trust corporation is feasible, and

(vi) the corporation intends to offer to the public, initially or within a reasonable time after incorporation, the services set out in the application for supplementary letters patent;

(b) to continue a provincial trust corporation as a provincial loan corporation unless it is shown to the satisfaction of the Lieutenant Governor in Council that arrangements have been made to transfer to another registered trust corporation the business in relation to which the provincial trust corporation acted as a fiduciary and such arrangements are adequate to protect the persons in relation to which the provincial trust corporation acted in a fiduciary capacity;

(c) to change the municipality or geographic township in which the principal place of business of a provincial corporation is located unless it is shown to the satisfaction of the Lieutenant Governor in Council that the proposed plan of operations in the new location is feasible. R.S.O. 1990, c. L.25, s. 10 (8).

Deposits

(9)  Clause (8) (b) does not apply so as to require a trust corporation that has applied to be continued as a loan corporation to transfer money received by it as deposits. R.S.O. 1990, c. L.25, s. 10 (9).

Idem

(10)  Where supplementary letters patent have been issued to continue a loan corporation as a trust corporation,

(a) deposits received by the loan corporation under clause 155 (1) (a) shall be deemed to be deposits received under clause 155 (2) (a); and

(b) deposits received by the loan corporation under clause 155 (1) (b) shall be deemed to be deposits received under clause 155 (2) (b). R.S.O. 1990, c. L.25, s. 10 (10).

Idem

(11)  Where supplementary letters patent have been issued to continue a trust corporation as a loan corporation,

(a) deposits received by the trust corporation under clause 155 (2) (a) shall be deemed to be deposits received under clause 155 (1) (a); and

(b) deposits received by the trust corporation under clause 155 (2) (b) shall be deemed to be deposits received under clause 155 (1) (b). R.S.O. 1990, c. L.25, s. 10 (11).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 10 is repealed by the Statutes of Ontario, 2001, chapter 8, section 59. See: 2001, c. 8, ss. 59, 183 (2).

Names

11.  (1)  Subject to subsection (2), letters patent or supplementary letters patent shall not be issued to a corporation that has a name,

(a) that contains a word or expression prohibited by this Act or the regulations or does not contain a word or expression required by this Act or the regulations or that in any other manner does not comply with this Act or the regulations;

(b) that is the same or similar to,

(i) the name of a known,

(A) body corporate,

(B) trust,

(C) association,

(D) partnership,

(E) sole proprietorship, or

(F) individual,

whether in existence or not, or

(ii) the known name under which any body corporate, trust, association, partnership, sole proprietorship or individual carries on business or identifies itself,

if the use of that name would be likely to deceive; or

(c) that in the case of a trust corporation does not include,

(i) “trust” or “fiducie” together with a designation such as “corporation”, “company”, “compagnie”, “limited”, “limitée” or “société”, or

(ii) “trustco”. R.S.O. 1990, c. L.25, s. 11 (1).

Idem

(2)  Despite clause (1) (b), a corporation may have a name described in subclause (1) (b) (i) or (ii) upon complying with such conditions as may be prescribed. R.S.O. 1990, c. L.25, s. 11 (2).

Bilingual names

(3)  Subject to this Act and the regulations, a corporation may have a name in an English form, a French form, an English form and a French form or a combined English and French form and it may be legally designated by any such name. R.S.O. 1990, c. L.25, s. 11 (3).

Change of name if objectionable

(4)  Where, through inadvertence or otherwise, a provincial corporation has obtained a name contrary to this section, the Lieutenant Governor in Council, on the recommendation of the Superintendent, may issue supplementary letters patent changing the name of the corporation to a name specified in the supplementary letters patent. R.S.O. 1990, c. L.25, s. 11 (4).

Hearing

(5)  Before making a recommendation under subsection (4), the Superintendent shall give the corporation an opportunity to be heard by him or her. R.S.O. 1990, c. L.25, s. 11 (5).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 11 is repealed by the Statutes of Ontario, 2001, chapter 8, section 60. See: 2001, c. 8, ss. 60, 183 (2).

Decision is final

12.  (1)  The decision of the Lieutenant Governor in Council to approve or reject an application for letters patent or supplementary letters patent, for an order of revival or for consent under section 145 is final and not subject to appeal, but nothing in this subsection prevents an applicant from making a new application. R.S.O. 1990, c. L.25, s. 12 (1).

Notice

(2)  Where the Lieutenant Governor in Council approves or rejects an application for letters patent or supplementary letters patent, for an order of revival or for consent under section 145, the Superintendent shall forthwith notify the applicant in writing. R.S.O. 1990, c. L.25, s. 12 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 12 is repealed by the Statutes of Ontario, 2001, chapter 8, section 60. See: 2001, c. 8, ss. 60, 183 (2).

Powers of corporation

13.  Subject to this Act and any terms, conditions and restrictions imposed on its registration, a provincial corporation,

(a) has the capacity and the rights, powers and privileges of a natural person; and

(b) has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Ontario to the extent that the laws of such jurisdiction permit. R.S.O. 1990, c. L.25, s. 13.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 13 is repealed by the Statutes of Ontario, 2001, chapter 8, section 60. See: 2001, c. 8, ss. 60, 183 (2).

PART III
WINDING UP, DISSOLUTION AND MERGER

Winding up

14.  Except where Part VI of the Corporations Act is inconsistent with this Act, that Part applies to the winding up of a provincial corporation, substituting the word “Superintendent” for the word “Minister”. R.S.O. 1990, c. L.25, s. 14.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 14 is repealed by the Statutes of Ontario, 2001, chapter 8, section 61. See: 2001, c. 8, ss. 61, 183 (2).

Cancellation for non-use

15.  (1)  Where a provincial corporation fails to go into operation within two years after the date of incorporation or having done so it ceases operation for a period of two consecutive years, the Lieutenant Governor in Council, on the recommendation of the Superintendent and upon such terms and conditions as the Lieutenant Governor in Council considers appropriate, may order the cancellation of the instrument of incorporation of the corporation and it is dissolved on the date fixed in the order. R.S.O. 1990, c. L.25, s. 15 (1).

Hearing

(2)  Before making a recommendation under subsection (1), the Superintendent shall give the corporation an opportunity to be heard by him or her. R.S.O. 1990, c. L.25, s. 15 (2).

Revival

(3)  Where a provincial corporation has been dissolved under subsection (1), the Lieutenant Governor in Council may revive the corporation by order, upon the application therefor of any interested person. R.S.O. 1990, c. L.25, s. 15 (3).

Issue

(4)  Upon the date set out in an order under subsection (3), the corporation, subject to such terms and conditions as may be set out in the order, is revived and, subject to any rights acquired by any person after the dissolution, the corporation is restored to its legal position, including all its property, rights and privileges and franchises, and is subject to all its liabilities, contracts, disabilities and debts, as of the date of its dissolution, in the same manner and to the same extent as if it had not been dissolved. R.S.O. 1990, c. L.25, s. 15 (4).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 15 is repealed by the Statutes of Ontario, 2001, chapter 8, section 61. See: 2001, c. 8, ss. 61, 183 (2).

Actions after dissolution

16.  (1)  Despite the dissolution of a provincial corporation under section 15,

(a) every proceeding commenced in or before any court or tribunal by or against the corporation, its officers or directors before its dissolution may be continued as if the corporation had not been dissolved;

(b) a proceeding may be brought in or before any court or tribunal against the corporation, its officers or directors within five years after its dissolution as if the corporation had not been dissolved; and

(c) all real or personal property that would have been available to satisfy any judgment or order if the corporation had not been dissolved remains available for such purpose. R.S.O. 1990, c. L.25, s. 16 (1).

Service after dissolution

(2)  For the purposes of this section, the service of any process on a provincial corporation after its dissolution shall be deemed to be sufficiently made if it is made upon any person last shown on the public file referred to in section 139 as being a director or officer of the corporation before the dissolution. R.S.O. 1990, c. L.25, s. 16 (2).

Same

(3)  If a proceeding is brought against a provincial trust corporation after its dissolution, a true copy of the originating notice shall be served on the Public Guardian and Trustee, together with any supporting material, in the same way that service is effected on a party to the proceeding. 1997, c. 23, s. 9.

Note: On a day to be named by proclamation of the Lieutenant Governor, section 16 is repealed by the Statutes of Ontario, 2001, chapter 8, section 62. See: 2001, c. 8, ss. 62, 183 (2).

Liability of shareholders to creditors

17.  (1)  Despite the dissolution of a provincial corporation under section 15, each shareholder to whom any of its property has been distributed is liable to any person claiming under section 16 to the extent of the amount received by that shareholder upon the distribution, and a proceeding to enforce such liability may be commenced within five years after the date of the dissolution of the corporation. R.S.O. 1990, c. L.25, s. 17 (1).

Idem

(2)  The court hearing an action referred to in subsection (1) may order the action to be brought against the persons who were shareholders as a class, subject to such conditions as the court thinks fit and, if the plaintiff establishes a claim, the court may refer the proceeding to a referee or other officer of the court. R.S.O. 1990, c. L.25, s. 17 (2).

Idem

(3)  Where a reference is made under subsection (2), the referee or other officer may,

(a) add as a party to the proceeding before him or her each person who was a shareholder found by the plaintiff;

(b) determine, subject to subsection (1), the amount that each person who was a shareholder shall contribute towards satisfaction of the plaintiff’s claim; and

(c) direct payment of the amounts so determined. R.S.O. 1990, c. L.25, s. 17 (3).

Definition

(4)  In this section,

“shareholder” includes the heirs and personal representatives of a shareholder. R.S.O. 1990, c. L.25, s. 17 (4).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 17 is repealed by the Statutes of Ontario, 2001, chapter 8, section 63. See: 2001, c. 8, ss. 63, 183 (2).

Forfeiture of undisposed property

18.  (1)  All property of a provincial corporation that has not been disposed of at the date of its dissolution whether under this or any other Act is forfeit to the Crown. R.S.O. 1990, c. L.25, s. 18 (1).

Trust property

(2)  All property that immediately before the dissolution of a provincial trust corporation was being held in trust by it shall be delivered forthwith by the persons who were its officers and directors before its dissolution to the Public Trustee. R.S.O. 1990, c. L.25, s. 18 (2).

Idem

(3)  Where property is not delivered as required by subsection (2), the Public Trustee may do such things as may be necessary to obtain the property. R.S.O. 1990, c. L.25, s. 18 (3).

Idem

(4)  All property received by the Public Trustee under subsections (2) and (3) shall be held in trust by the Public Trustee for the beneficiaries of the trusts. R.S.O. 1990, c. L.25, s. 18 (4).

Property available to satisfy order of court or tribunal

(5)  Where an order is made in a proceeding referred to in section 16 and the order affects property forfeited to the Crown under subsection (1), the property shall be available to satisfy the order. R.S.O. 1990, c. L.25, s. 18 (5).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 18 is repealed by the Statutes of Ontario, 2001, chapter 8, section 63. See: 2001, c. 8, ss. 63, 183 (2).

Amalgamation

19.  (1)  Two or more corporations, of which at least one is a provincial corporation, may amalgamate and continue as one provincial corporation or as one extra-provincial corporation. R.S.O. 1990, c. L.25, s. 19 (1).

Asset sale

(2)  A provincial corporation may sell all or substantially all of its assets to a corporation incorporated in Canada if the purchasing corporation assumes all or substantially all of the liabilities of the provincial corporation. R.S.O. 1990, c. L.25, s. 19 (2).

Asset purchase

(3)  A provincial corporation may purchase all or substantially all of the assets of a corporation incorporated in Canada if the provincial corporation assumes all or substantially all of the liabilities of the vendor corporation. R.S.O. 1990, c. L.25, s. 19 (3).

Compulsory acquisitions

(4)  Part XV of the Business Corporations Act applies with necessary modifications with respect to every provincial corporation as if it were incorporated under that Act. R.S.O. 1990, c. L.25, s. 19 (4).

Note: On a day to be named by proclamation of the Lieutenant Governor, section 19 is repealed by the Statutes of Ontario, 2001, chapter 8, section 64. See: 2001, c. 8, ss. 64, 183 (2).

Mandatory agreement

20.  (1)  Where corporations propose to amalgamate or purchase or sell assets under section 19, each such corporation shall enter into an agreement setting out the terms and means of effecting the amalgamation or purchase and sale. R.S.O. 1990, c. L.25, s. 20 (1).

When agreement effective

(2)  An agreement for the amalgamation of corporations or the purchase or sale of all or substantially all of the assets of a corporation does not take effect until all approvals required by this Part have been given. R.S.O. 1990, c. L.25, s. 20 (2).

Contents of agreement, amalgamation

(3)  Where corporations propose to amalgamate the agreement referred to in subsection (1) shall set out,

(a) the proposed name of the amalgamated corporation;

(b) the municipality or geographic township in Ontario and the address, including street name and number, if any, where the principal place of business of the amalgamated corporation is to be located;

(c) the classes of shares that the amalgamated corporation may issue and the rights and privileges, restrictions and conditions attaching to each class of share;

(d) the full name, address of residence, citizenship and occupation,

(i) of each of the first directors of the amalgamated corporation,

(ii) of every person who will hold immediately upon the amalgamation 10 per cent or more of any class of the shares of the amalgamated corporation;

(e) the manner of converting the shares of the amalgamating corporations into shares of the amalgamated corporation or of exchanging shares of the amalgamating corporations for shares of the amalgamated corporation;

(f) such other details as may be necessary to complete the amalgamation and to provide for the management and operation of the amalgamated corporation; and

(g) the proposed effective date of the amalgamation. R.S.O. 1990, c. L.25, s. 20 (3).

Idem

(4)  Where one of the amalgamating corporations owns shares of another of the amalgamating corporations, other than in a fiduciary capacity, the agreement shall provide for the cancellation of such shares upon the amalgamation becoming effective without any repayment of capital in respect thereof, and no provision shall be made in the agreement for the conversion of such shares into shares or other securities of the amalgamated corporation. R.S.O. 1990, c. L.25, s. 20 (4).

Submission of agreement

(5)  An agreement to amalgamate corporations or to purchase or sell all or substantially all of the assets of a corporation to another corporation shall be submitted to the shareholders of each corporation holding voting shares for their approval at a meeting thereof to be held separately for the purpose of taking the agreement into consideration. R.S.O. 1990, c. L.25, s. 20 (5).

Submission of offer

(6)  Where an offer has been made to a corporation with respect to the purchase of all or substantially all of its assets and no agreement is reached, the offer