Can different share classes in an Ontario corporation have different voting rights?

Yes, Ontario corporations can authorize multiple classes of shares with different voting rights, provided the differences are clearly set out in the articles of incorporation. The most common variations are non-voting shares (no vote on general matters), limited voting shares (votes only on certain matters), and multiple voting shares (more votes per share than ordinary common shares).

Multiple voting share structures are often used by founders who want to bring in outside capital while retaining effective control of the company. A founder might hold Class B shares carrying ten votes each while investors hold Class A shares carrying one vote each, giving the founder disproportionate voting power relative to their economic ownership.

The Ontario Business Corporations Act places some limits on this: even non-voting or limited-voting shareholders have the right to vote on fundamental changes that would directly affect the rights attached to their class of shares. This means that even if you strip most voting rights from a class of shares, those shareholders retain an important veto over changes that specifically harm them.

For private companies, the design of voting rights is a matter of negotiation and strategy. A corporate lawyer can help you structure multiple share classes with voting rights that achieve your governance goals within the bounds of the OBCA.