Can dissenting shareholders demand to be bought out during a corporate reorganization in Ontario?

Yes. The Business Corporations Act gives shareholders a right to dissent in connection with specific fundamental changes — including amalgamations, continuance to another jurisdiction, a sale of all or substantially all of the corporation's assets, and court-approved arrangements — and a dissenting shareholder can require the corporation to buy their shares back for fair value instead of accepting the transaction's terms. This gives shareholders who genuinely object to a fundamental change a real exit rather than just a losing vote.

To exercise this right, a shareholder generally has to follow a specific process: objecting before or at the meeting where the change is voted on, then formally sending a dissent notice after the resolution passes, within the timelines and steps the Act sets out. Missing a required step can mean losing the dissent right even if the shareholder genuinely opposed the transaction.

If the corporation and the dissenting shareholder can't agree on what "fair value" means for the shares, either side can apply to the court to have it determined. Because the procedural steps matter as much as the underlying objection, a shareholder considering dissent should get advice quickly once the transaction is announced, not after the vote has already happened.