600 plain-language Q&As about corporate. Browse below, or search the whole library.
Because a corporation's stated purposes appear in its articles of incorporation rather than its by-laws, changing them is a more formal process than an…
Read the full answer →Under ONCA, the usual process starts with the board: directors pass a resolution to make, amend, or repeal a by-law, and that by-law takes effect…
Read the full answer →ONCA does not hand every corporation a fixed template, but it does require by-laws to address certain core matters so the organization has clear…
Read the full answer →The Not-for-Profit Corporations Act, 2010 (Ontario), known as ONCA, is the statute governing corporations incorporated in Ontario for a purpose other…
Read the full answer →ONCA came into force on October 19, 2021, and gave not-for-profit corporations that had been incorporated under the old Corporations Act (Ontario) a…
Read the full answer →Yes. ONCA expressly allows an Ontario not-for-profit corporation to use a delegate structure, where instead of every individual member voting directly…
Read the full answer →ONCA requires a director (or officer) who has a material interest in a contract or transaction the corporation is considering to disclose that interest…
Read the full answer →Yes. ONCA permits an Ontario not-for-profit corporation to indemnify its directors and officers against liabilities and costs they incur in connection…
Read the full answer →No. ONCA does not impose any Canadian-residency requirement on the directors of an Ontario not-for-profit corporation — an Ontario not-for-profit…
Read the full answer →Yes, but only through a process the corporation has actually built into its by-laws. ONCA allows a not-for-profit corporation's by-laws to set out…
Read the full answer →ONCA requires every not-for-profit corporation to prepare annual financial statements and present them to members at the annual meeting. The level of…
Read the full answer →Yes. ONCA allows a not-for-profit corporation to create a class of members with no voting rights at all — often used for honorary members, supporters,…
Read the full answer →Yes. ONCA gives members (and certain other people with a real stake in the corporation, similar to the "complainant" concept under business corporation…
Read the full answer →ONCA allows a not-for-profit corporation to permit members to vote by proxy — appointing someone else to attend a meeting and vote on their behalf —…
Read the full answer →Yes. ONCA allows members of an Ontario not-for-profit corporation to pass a valid resolution without holding an actual meeting, as long as the…
Read the full answer →Yes. ONCA gives members of an Ontario not-for-profit corporation the right to examine certain corporate records, including financial statements,…
Read the full answer →ONCA sets a default quorum requirement for members' meetings, but allows the corporation's own by-laws to set a different quorum instead, so the first…
Read the full answer →Yes. ONCA gives members who hold a specified percentage of the corporation's voting rights the ability to requisition a special meeting, forcing the…
Read the full answer →This is a real structural problem, not just a technicality, because ONCA's governance model assumes there are members to elect directors, approve…
Read the full answer →ONCA sets a minimum number of directors, and the minimum depends on whether the corporation is a soliciting or non-soliciting corporation. Soliciting…
Read the full answer →Generally, yes. ONCA does not require that a director also be a member of the corporation, and many not-for-profits deliberately recruit directors from…
Read the full answer →Yes. Like a business corporation, an ONCA not-for-profit corporation generally has the powers of a natural person, which includes the power to borrow…
Read the full answer →An Ontario not-for-profit corporation's name has to clear the same kind of name-search process business corporations go through — it cannot be…
Read the full answer →ONCA does not itself mandate specific officer titles the way some people assume — it leaves the choice of officer positions, and what each one does,…
Read the full answer →Generally, yes. Under Ontario's Partnerships Act, each partner is treated as an agent of the partnership and of the other partners for the purposes of…
Read the full answer →Ontario's Business Corporations Act provides two processes for amalgamating corporations: the long-form amalgamation and the short-form amalgamation. A…
Read the full answer →Yes. Under the Ontario Business Corporations Act, a corporation must place financial statements before its shareholders at each annual meeting or with…
Read the full answer →Ontario corporations must file an annual return with the Ontario Business Registry every year. This is not the same as your corporate income tax return…
Read the full answer →Ontario corporations incorporated under the Business Corporations Act (Ontario) must file an annual return with the Ontario government each year. The…
Read the full answer →An Ontario corporation must file articles of amendment whenever it makes a change that alters the corporation's constitutional documents — its articles…
Read the full answer →Under the Ontario Business Corporations Act, the auditor of a corporation is appointed by the shareholders at each annual meeting to hold office until…
Read the full answer →A Business Number (BN) is a unique nine-digit number assigned by the Canada Revenue Agency to identify your corporation for federal tax purposes. Think…
Read the full answer →Articles of incorporation are the constitutional document of an Ontario corporation. They are filed with the government when the corporation is formed…
Read the full answer →Yes, in certain circumstances. Under the Ontario Business Corporations Act, a corporation that has been dissolved — whether voluntarily or…
Read the full answer →An Ontario corporation that wants to carry on business in Quebec must register as an extra-provincial corporation with the Registraire des entreprises…
Read the full answer →Yes. An Ontario corporation can "continue" into the federal jurisdiction by filing for continuance under the Canada Business Corporations Act (CBCA).…
Read the full answer →Ontario corporations are registered in the Ontario Business Registry, which is publicly searchable. You can obtain a corporate profile report, which is…
Read the full answer →Shareholder deadlock is one of the most challenging situations in a closely held corporation, particularly when shareholders hold equal interests (such…
Read the full answer →Yes. Under the Corporations Information Act (Ontario), a corporation must notify the province when there is a change of directors. The notice of change…
Read the full answer →Voluntarily dissolving an Ontario corporation requires following a formal process under the Ontario Business Corporations Act. The steps generally…
Read the full answer →Under the Ontario Business Corporations Act, a corporation can only pay a dividend if the board of directors determines that after the dividend is…
Read the full answer →Yes, this is one of the more significant personal liability risks for directors of Ontario corporations. Under the Ontario Business Corporations Act…
Read the full answer →Under the Corporations Information Act (Ontario), every Ontario corporation must file an initial return within sixty days of incorporation. The initial…
Read the full answer →Yes, generally. An Ontario corporation can choose any fiscal year-end it likes when it is first established. Common choices include December 31 (to…
Read the full answer →"Good standing" means that your Ontario corporation has met its registration and filing obligations with the Ontario Business Registry and has not been…
Read the full answer →A corporation carrying on commercial activity in Canada must register for GST/HST once its total annual taxable supplies exceed thirty thousand dollars…
Read the full answer →Yes. Insiders of Ontario public corporations — including directors, senior officers, and shareholders who hold more than ten percent of a class of…
Read the full answer →Incorporation provides meaningful but not unlimited personal liability protection. Understanding the limits is just as important as understanding the…
Read the full answer →Ontario corporations are permitted to lend money to directors, but there are restrictions and disclosure requirements that apply. The Ontario Business…
Read the full answer →Under the Ontario Business Corporations Act, the corporate records that must be maintained — including the minute book — must be kept at the…
Read the full answer →Yes. Under the Ontario Business Corporations Act, a corporation must hold an annual meeting of shareholders not later than eighteen months after…
Read the full answer →Changing an Ontario corporation's name involves several steps. First, you conduct a NUANS (Newly Upgraded Automated Name Search) search to confirm the…
Read the full answer →Ontario business corporations are incorporated under the Business Corporations Act (Ontario) or the federal Canada Business Corporations Act. Their…
Read the full answer →Under the Corporations Information Act (Ontario), a corporation must file a notice of change within fifteen days whenever certain corporate information…
Read the full answer →Under the Ontario Business Corporations Act, a private corporation (one that is not offering shares to the public) must have at least one director. A…
Read the full answer →Under the Ontario Business Corporations Act, officers of a corporation are appointed by the board of directors. The process is typically set out in the…
Read the full answer →Directors and officers play different roles in an Ontario corporation. Directors are elected by shareholders and are responsible for supervising the…
Read the full answer →The oppression remedy is one of the most powerful tools available to shareholders of Ontario corporations under the Business Corporations Act. It…
Read the full answer →Yes. If your Ontario corporation pays salaries, wages, bonuses, or other remuneration to employees, it must register for a payroll deductions account…
Read the full answer →Yes, but there are important liability implications. Under the Ontario Business Corporations Act, a person who enters into a contract in the name of or…
Read the full answer →The Ontario Business Corporations Act provides a default quorum for shareholders' meetings: a quorum is present if the holders of a majority of the…
Read the full answer →An Ontario corporation can change its registered office address by passing a resolution of the directors authorizing the change, and then filing a…
Read the full answer →Yes, Ontario's Business Corporations Act allows a dissolved corporation to be revived. Revival is available when the corporation was dissolved…
Read the full answer →No. Under the Ontario Business Corporations Act, a corporation is not required to have a common seal. The Act was amended years ago to remove the…
Read the full answer →No, Ontario corporations are not strictly required to issue paper share certificates. The Ontario Business Corporations Act allows shares to be…
Read the full answer →Yes. The Ontario Business Corporations Act gives shareholders the right to inspect certain corporate records during normal business hours at no charge.…
Read the full answer →Yes, typically you do, especially if there are multiple shareholders. Articles of incorporation are the public constitutional document and cover the…
Read the full answer →Under the Ontario Business Corporations Act, a special resolution is a resolution passed by at least two-thirds of the votes cast at a meeting of…
Read the full answer →Under the Ontario Business Corporations Act, every corporation must maintain a stated capital account for each class and series of shares it issues.…
Read the full answer →Yes, and in fact most private Ontario corporations do include share transfer restrictions in their articles. The most common restriction prevents…
Read the full answer →A unanimous shareholders' agreement (USA) is a specific type of shareholders' agreement that all shareholders sign and that can legally transfer some…
Read the full answer →Using your Ontario corporate name in another province without registering there is legally risky and practically limited. If you carry on business in…
Read the full answer →The terms winding up and dissolution are sometimes used interchangeably, but they describe related but distinct concepts. Dissolution is the legal…
Read the full answer →Yes. A federal corporation incorporated under the Canada Business Corporations Act that carries on business in Ontario must register as an…
Read the full answer →A corporate minute book is the official record of a corporation's governance and history. Ontario corporations are required by the Business…
Read the full answer →Not-for-profit organizations in Ontario can incorporate either provincially under the Ontario Not-for-Profit Corporations Act (ONCA) or federally under…
Read the full answer →Yes, Ontario corporations are legally required to maintain a securities register (also called a share register or shareholders register). This is an…
Read the full answer →Yes. The Ontario Business Corporations Act allows non-distributing corporations (private companies that have not offered shares to the public) to…
Read the full answer →A private Ontario corporation can legally operate with a single director, and many small businesses do exactly that. The sole director is typically…
Read the full answer →Many Ontario municipal business licences, for categories like personal services, food premises, taxi or ride-share operation, or contractors, include a…
Read the full answer →Potentially, yes — being excluded from meaningful participation in company decisions is one of the recognized patterns that can support an oppression…
Read the full answer →Potentially, yes, but it depends heavily on the specific facts and, in particular, on whether the shareholder's role as an employee was closely tied to…
Read the full answer →A breach of contract claim requires an actual agreement, such as a shareholders' agreement or employment contract, and asks whether one party failed to…
Read the full answer →Yes — ordering a share buyout is one of the most commonly used remedies under the OBCA's oppression provisions, particularly in disputes involving…
Read the full answer →These are two different tools under the OBCA (the CBCA has similar provisions) that address different kinds of harm. The oppression remedy lets a…
Read the full answer →Verbal (oral) contracts are generally enforceable in Ontario for most types of commercial agreements, provided the essential elements — offer,…
Read the full answer →Generally, incorporating an Ontario professional corporation requires the licensed shareholder to hold the appropriate licence to practise that…
Read the full answer →No. Par value shares were abolished under the Ontario Business Corporations Act and its predecessors, and all shares incorporated under the OBCA are…
Read the full answer →Partners in an Ontario partnership owe each other duties of good faith and honesty in how they conduct the partnership's affairs, arising from both the…
Read the full answer →Yes. Ontario's Partnerships Act default rule is that partners share equally in the partnership's profits (and bear losses equally) unless they've…
Read the full answer →Whether you need a partnership agreement or a shareholders' agreement depends on the legal structure you choose for your business in Ontario. If your…
Read the full answer →Dissolving a partnership doesn't extinguish its debts. Existing creditors of the partnership remain entitled to be paid, and the partners remain…
Read the full answer →Passing off is a common-law tort that protects the goodwill a business has built in its name, branding, or overall look, even without any trademark…
Read the full answer →Ontario's Pay Equity Act requires private sector employers with ten or more employees to achieve and maintain pay equity — meaning female job classes…
Read the full answer →If an Ontario corporation does not file its annual return on time, the province can note the corporation in default. A corporation in default can face…
Read the full answer →A lawsuit involving a corporation as either plaintiff or defendant generally can't properly continue once that corporation has been dissolved, because…
Read the full answer →Percentage rent is a rent structure, common in shopping centre and mall retail leases, where the tenant pays a base or minimum rent plus an additional…
Read the full answer →Intellectual property such as patents, trademarks, and copyrights is generally treated as intangible personal property, and a lender taking a security…
Read the full answer →Perfection by registration is the standard method under Ontario's Personal Property Security Act, where a secured party files a financing statement in…
Read the full answer →A personal guarantee is a separate promise, usually signed by the principal owner of a corporate tenant, personally agreeing to cover the tenant's…
Read the full answer →Links go to the official consolidated text. Legislation changes — confirm you are reading the current version.
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