Modernizing the Ontario Corporations Act
The Ontario Ministry of Government Services has undertaken a project to review and modernize the Ontario Corporations Act (CA). The purpose of the project is to develop a modern legal framework that meets the governance needs of today’s charities and not-for-profit corporations.
This discussion paper is the second in a series of papers being released by the Ministry to solicit comments and suggestions regarding reform of this important legislation. The first consultation paper was released on May 7, 2007 and requested feedback on issues that include the incorporation process, structure of a proposed new act, definition of a not-for-profit corporation, classification system, and corporate powers and capacity. The deadline for submissions has been extended until September 30, 2007. Additional discussion papers will be released in the future to generate feedback on other issues. The Ministry intends to use this feedback to develop new not-for-profit legislation.
The CA provides the statutory framework governing the creation, governance, and dissolution of not-for-profit corporations, including charitable corporations. In addition, it provides the legislation under which insurance companies in Ontario are incorporated and find their basic corporate governance rules, although the consultation will not focus on insurance issues.
It should be noted that the CA is an organizational statute, not a regulatory statute. In other words, enforcement of the rights and duties under the statute lies primarily with the corporation, its directors and its members. Hence, the focus of this consultation is not on the regulation of charitable and other not-for-profit corporations.
This paper focuses on the subject of directors and officers and requests comments on various issues, including:
- Board Composition
- Term of Office
- Delegation of Powers
- Directors’ Meetings
- Resignation, Removal, and Vacancies
- Directors’ and Officers’ Liability
- Conflict of Interest
The Ministry kindly requests your input, views, and feedback on the issues and consultation questions outlined in this paper.
Respondents are not restricted to consideration of only the questions identified in the document. Please feel free to share any viewpoints and other perspectives that you feel are appropriate.
To access the PDF version of the consultation document, please click here
Please respond by December 31, 2007 electronically or in writing, to:
Corporations Act Modernization
Ministry of Government Services
Policy Branch
777 Bay Street
5th Floor – Suite 501
Toronto, ON M7A 2J3
Email: business.law@ontario.ca
Note: The above document is available in Acrobat (*PDF) format. To view PDF format files, you need to have Adobe Acrobat® Reader installed on your computer. You can download this free software from the Adobe website.
All materials or comments received from organizations will be considered public information and may be used and disclosed by the ministry to assist the ministry in evaluating and revising the posted regulations. This may involve disclosing materials or comments, or summaries of them, to other interested parties during and after this process.
An individual who provides materials or comments and who indicates an affiliation with an organization will be considered to have submitted those comments or materials on behalf of the organization so identified.
Materials or comments received from individuals who do not indicate affiliations with organizations will not be considered public information unless expressly stated otherwise by the individual. However, materials or comments provided by individuals may be used and disclosed by the ministry to assist in evaluating and revising the posted regulations. Personal information, such as an individual’s name and contact details, will not be disclosed by the ministry unless required by law.
If you have any questions about the collection of this information, you can contact:
The Freedom of Information and Privacy Coordinator
Ministry of Government Services
416-326-8470
