Three Oakville shareholders wanted a meeting, and the board went quiet

The situation

The number that would not leave Sunita's head was sixty-two thousand dollars. That was roughly the gap between the profit the franchisee corporation's books said it had made over the past year and what she and Rajesh had actually received as shareholders, and neither of them could get a straight answer about where the difference had gone.

The corporation ran a single small franchise location, the kind of side business that had grown from an idea into something generating real revenue, somewhere around a hundred thousand dollars a year, but still small enough that its three shareholders were not full-time in the business. Sunita drives for a rideshare service most days; Rajesh drives long-haul routes and is often away for stretches at a time. Lindita, the third shareholder and the one who managed the day-to-day operation of the franchise location, held the majority of the shares and effectively controlled the board.

Sunita and Rajesh had asked Lindita informally, more than once, for a meeting to go over the year's financials. Each time, the request was acknowledged and then quietly did not happen. There was no dramatic refusal, just a pattern of scheduling difficulties, promised follow-ups that did not arrive, and a growing sense that the board had no intention of calling a meeting unless something forced the issue.

What worried Sunita and Rajesh most was not necessarily that money had been mishandled. It was the uncertainty, and the cost of finding out. Neither of them had significant savings to put toward a legal dispute, and both were wary of a process that might drag on for months and cost more than the sixty-two thousand dollars they were trying to understand in the first place. What they wanted was a predictable, affordable way to get the board to a table, not a lawsuit.

The three of them had gotten into the franchise together almost casually, pooling savings a few years earlier when a location came up for sale and Lindita, who had restaurant management experience, offered to run it day to day while Sunita and Rajesh contributed capital and stayed on as investors. It had worked well enough at first. The friction only started once the business began generating a meaningful profit and the reporting that had felt unnecessary when the numbers were small suddenly mattered a great deal.

The legal question

Under Ontario's corporate law, shareholders who hold a minimum proportion of a corporation's voting shares have a formal right to require the board to call a meeting, provided they put the request in writing and it meets the requirements the legislation sets out. This is called a meeting requisition, and it exists specifically for situations like this one: where a board controlled by a majority shareholder is unresponsive to minority shareholders who have legitimate questions about how the corporation is being run.

The legal question in Sunita and Rajesh's case was whether their combined shareholding met the threshold to requisition a meeting, and if so, what the board's obligations were once a proper requisition was delivered. Together, their shares were enough to qualify. That meant the informal, repeatedly deferred requests they had been making to Lindita could be replaced with something with legal teeth: a written requisition that started a clock the board could not simply let run out.

Once a valid requisition is delivered, the directors are required to call the meeting within a set period. If they fail to do so, a shareholder who signed the requisition can call the meeting themselves, and the corporation is required to reimburse the reasonable expenses of requisitioning, calling, and holding it, unless the shareholders resolve otherwise at that same meeting. That second-stage remedy was the piece that mattered most to Sunita and Rajesh, because it meant the process was not a request the board could simply keep deferring indefinitely. There was a defined next step if the first one did not work, and it did not depend on going to court.

What the requisition process does not do is guarantee an outcome on the underlying financial questions. It gets the meeting scheduled and gives shareholders the right to raise resolutions and ask questions at it. Whether Lindita would have satisfactory answers about the sixty-two thousand dollars was a separate matter from whether Sunita and Rajesh could force a meeting to ask about it. Understanding that distinction mattered, because it shaped what the requisition could realistically achieve and what would still need to be worked out afterward.

We also explained a practical point that mattered a great deal to Sunita and Rajesh given their financial position: the requisition process itself is comparatively inexpensive to use correctly, because it is a defined statutory mechanism rather than a court proceeding. The cost and complexity only grow if the board ignores a valid requisition and the shareholders have to move to the self-call step, or further, to a court application to compel compliance. Framed that way, the process gave them a low-cost first move with an escalating, but still bounded, path forward if it was needed.

What we did

1. Confirmed the shareholding met the threshold. Before drafting anything, we reviewed the corporation's share registry to verify that Sunita and Rajesh's combined shares actually met the minimum proportion required to requisition a meeting, since a defective requisition would have given the board an easy technical excuse to ignore it entirely and would have cost them more time than the informal requests already had. Confirming this first meant every later step rested on solid ground.
2. Drafted a formal written requisition. We prepared a requisition letter meeting the legislation's specific requirements rather than a general demand letter, stating clearly the business Sunita and Rajesh wanted addressed at the meeting, including a review of the corporation's financial statements and an accounting of the profit distribution gap, so the board could not later claim the request had been too vague to act on.
3. Set out the consequence of continued delay in writing. Alongside the requisition, we sent a short cover letter explaining, in plain terms, that if the board did not call the meeting within the period the law allows, Sunita and Rajesh were entitled to call it themselves, with the corporation required to reimburse the reasonable expenses by default, so Lindita understood the informal deferrals that had worked before were no longer an option available to her.
4. Delivered the requisition properly. We made sure the requisition was delivered in a way that created a clear, dated record of when it was received, since the board's response period runs from delivery, and any later dispute over timing would have undermined the whole process and given the board room to argue the clock had not actually started, or had started later than it really had.
5. Advised on realistic expectations for the meeting itself. We explained to Sunita and Rajesh that the requisition would get them a meeting and the right to raise their questions, but would not by itself produce a financial resolution, so they went in prepared to negotiate and press for specifics rather than expecting an automatic answer to hand itself to them.
6. Prepared a short list of specific questions and requested documents. Rather than a general demand for explanation, we helped Sunita and Rajesh prepare specific, answerable questions about the profit distribution, along with a request for the underlying financial records, so the meeting would produce concrete information rather than a repeat of the earlier vague conversations that had gone nowhere for months.
7. Stayed available through the meeting date. We remained available to advise if the board missed the deadline and the self-call provision needed to be used, so Sunita and Rajesh knew the fallback was ready and understood exactly what it would involve, right down to how a self-called meeting would be run, even though, in the end, they did not need to use it.
8. Estimated the cost of each stage in advance. Because Sunita and Rajesh's main worry was affordability, we gave them a plain-language estimate of what the requisition itself would cost, and separately what a self-called meeting or a court application to compel compliance would likely add, so they could weigh each step before committing to it rather than discovering the cost partway through and having to decide under pressure.

The outcome

The board scheduled the meeting within the period the requisition required. Lindita, once the process had legal weight behind it rather than being an informal ask, cooperated with providing the financial records Sunita and Rajesh had requested ahead of the meeting itself, which meant the meeting was substantive rather than another round of deferral.

The meeting resolved most of Sunita and Rajesh's questions about the profit distribution gap; a portion of it was explained by reinvestment in equipment and a delayed distribution timing issue that had not been communicated clearly, and the corporation agreed to a clearer, more regular reporting schedule to the two minority shareholders going forward. The dispute never escalated into a court application, and the cost to Sunita and Rajesh was limited to the fee for preparing and delivering the requisition itself.

What mattered most to Sunita and Rajesh, looking back, was not any specific dollar figure but the predictability the process gave them. They had a defined timeline, a defined next step if the board did not comply, and a clear sense of what the requisition could and could not achieve going in. For two people who could not have absorbed the cost or uncertainty of a drawn-out dispute, that predictability was the outcome they had actually been looking for.

Rajesh, who was on a multi-day driving route when the requisition letter went out, said knowing the timeline was fixed by law rather than by Lindita's goodwill let him stop checking his phone constantly for updates. Sunita described the shift in the relationship afterward as businesslike rather than cold: the three of them still work together, but now with a standing quarterly reporting practice that did not exist before, put in place at the same meeting that resolved the original dispute, so the next disagreement, if there is one, starts from a stronger footing than the last one did.

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