What rights do shareholders have in an Ontario corporation?

Shareholders' rights under the Business Corporations Act (Ontario) depend partly on their class of shares, but several baseline rights apply broadly.

Voting shareholders can vote to elect directors, approve significant changes (such as amendments to articles, amalgamations, and sales of all or substantially all the business), and remove directors. Major transactions typically require approval by special resolution — a two-thirds majority of votes cast. Ordinary business resolutions require a simple majority.

Shareholders have the right to receive notice of meetings and to attend and vote at annual and special meetings. They are entitled to financial statements before the annual meeting. They can inspect the articles, bylaws, and the shareholders list (though not necessarily all corporate records).

If shareholders are oppressed — if the corporation's affairs are being conducted in a manner that is oppressive, unfairly prejudicial, or unfairly disregards their interests — they can apply to the Ontario court for an oppression remedy. This is a powerful statutory right that courts have used to order share buyouts, restrain corporate conduct, and provide other relief.

Minority shareholders without special protections can be outvoted by the majority on most matters. Negotiating a shareholder agreement at the outset — with reserved matters requiring unanimous or supermajority approval — is the best protection for a minority shareholder.