(3) The first directors of a corporation named in the articles have all the powers and duties and are subject to all the liabilities of directors. B, s.1(3). 1990, c. B.16, s.22(5). (e) a transfer of all or substantially all the property of the corporation to another body corporate in exchange for securities, money or other property of the body corporate. R.S.O. (6) A unanimous shareholder agreement may, without restricting the generality of subsection (2), provide that, (a) any amendment of the unanimous shareholder agreement may be effected in the manner specified therein; and. (5) A meeting called under this section shall be called as nearly as possible in the manner in which meetings are to be called under the by-laws, this Part and Part VIII. is sent to the auditor of the corporation, to each shareholder whose proxy is solicited and, if clause (b) applies, to the corporation. 2006, c. 8, s.112. (3) Within a reasonable time after the issuance or transfer of an uncertificated security, the corporation shall send to the registered owner of the uncertificated security a written notice containing the information required to be stated on a share certificate pursuant to subsections 56 (1) and (2). (b) one or more of the conditions prescribed for the purposes of subsection (10) were not met or have ceased to be met. (3) If there is not a quorum of directors, or if there has been a failure to elect the number of directors required by the articles or by section 125, the directors then in office shall forthwith call a special meeting of shareholders to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any shareholder. (a) independence is a question of fact; and. "Alister Jack is absolutely committed to representing his constituents and working with the prime minister to continue to deliver for people in Scotland.". You should not claim until you are have certainty about the number of hours your employees are working during the claim period. Due to its complex and subjective nature this measure is often revised before being considered a reliable indicator. 7, s. 44 (10). B, s.3; 2011, c. 1, Sched. 1990, c. B.16, s.25(2). Repealed: 2009, c. 33, Sched. (c) any other matter relating to the affairs of the corporation. F, s.7(2). (12) A security holder requesting the court to fix the fair value of his, her or its securities is not required to give security for costs on the application. R.S.O. R.S.O. (e) conduct described in subsection 248(2). But what should concern the PM is that while the two investigations into his conduct take their course - the Conservative Party's own probe, and one we expect to be instigated by parliament's Independent Complaints and Grievance Service, more allegations could come to light. (Ontario) or words of like effect; (c) the name of the person to whom it was issued; and. 1990, c. B.16, s.189(3). 2001, c. 9, Sched. 1990, c. B.16, s.67(2); 2006, c. 8, s.117(1); 2006, c. 34, Sched. (a) a record date has been fixed under subsection 95(2) and notice thereof has been given under subsection 95(4); (b) the directors have called a meeting of shareholders and have given notice thereof under section 96; or. When you calculate the usual hours, you should include any hours: If youre calculating the usual hours for an employee who is part of a flexible work time arrangement (flexi-leave), you should: Youll use differing approaches to calculate your employees usual hours for an employee who works variable hours depending on the employees reference date. R.S.O. 203 The liquidator may, with the approval referred to in section 202, compromise all debts and liabilities capable of resulting in debts, and all claims, whether present or future, certain or contingent, liquidated or unliquidated, subsisting or supposed to subsist between the corporation and any contributory, alleged contributory or other debtor or person who may be liable to the corporation and all questions in any way relating to or affecting the property of the corporation, or the winding up of the corporation, upon the receipt of such sums payable at such times and generally upon such terms as are agreed, and the liquidator may take any security for the discharge of such debts or liabilities and give a complete discharge in respect thereof. 2006, c. 34, Sched. 6, s. 23 - 19/10/2021. B, s.3(9). (4) An amalgamation agreement is adopted when the shareholders of each amalgamating corporation have approved of the amalgamation by a special resolution of the holders of the shares of each class or series entitled to vote thereon. 2021, c. 40, Sched. (i) the certificates representing the dissenting offerees securities have been cancelled, (ii) the offeror or a designated person holds in trust for the dissenting offeree the money or other consideration to which the dissenting offeree is entitled as payment for or in exchange for his, her or its securities, and. 2021, c. 40, Sched. Central banks implement monetary policy by controlling the money supply through several mechanisms. 1990, c. B.16, s.49(1). 251 (1) Where the Director refuses to endorse a certificate in respect of articles or any other document required by this Act to be endorsed with a certificate by the Director before it becomes effective, the Director shall give written notice to the person who delivered the articles or other document of the Directors refusal, specifying the reasons therefor. Where employees have been furloughed or flexibly furloughed continuously (or both), the claim periods must follow on from each other with no gaps in between the dates. 1990, c. B.16, s.180(5). (3) Repealed: 2006, c. 34, Sched. 3.4 (1) Subsection 92(1) shall not be construed as limiting the professional liability of a shareholder of a professional corporation under an Act governing the profession for acts of the shareholder or acts of employees or agents of the corporation. Dr Chalmers said high prices would continue to deliver windfall gains this financial year, but also warned record high prices were starting to moderate. [179] According to the Los Angeles Times , a two-week shutdown would reduce GDP growth in the fourth quarter by 0.3 to 0.4 percentage points . R.S.O. 1. respecting the designation, rights, privileges, restrictions or conditions attaching to shares or classes of shares of corporations, or any other matter pertaining to articles or the filing of them; 2. B, s.41; 2009, c. 33, Sched. 1990, c. B.16, s.118(2). 7, s. 296 (2). There are 2 different calculations you can use to work out your employees usual hours, depending on if they work fixed or variable hours. 170 (1) The holders of shares of a class or, subject to subsection (2), of a series are, unless the articles otherwise provide in the case of an amendment referred to in clause (a), (b) or (e), entitled to vote separately as a class or series upon a proposal to amend the articles to. 1990, c. B.16, s.45(7). (5) The rights provided by this section are in addition to any other rights of a holder of affected securities. R.S.O. (c) that is incorporated for the purpose of acquiring the assets or a substantial part of the assets of a body corporate and administering such assets for the purpose of converting them into cash and distributing the cash among the shareholders of the corporation. 2. 1990, c. B.16, s.121(1). When new classical economists introduced rational expectations into their models, they showed that monetary policy could only have a limited impact. R.S.O. (1.3) Despite clause (1) (a), the directors of a corporation may call a meeting that is to be held on a day contemplated by subsection (1.1) or (1.2) at a time that enables the corporation to comply with subsections (1.1) or (1.2), as applicable, and that is reasonable in the circumstances. 6, s. 18 (2) - not in force. 2, s. 3 (1). (3) For the purposes of subsection (1), the Lieutenant Governor in Council may make regulations. (c) the manner of payment of money instead of the issue of fractional shares of the amalgamated corporation or of any other body corporate the securities of which are to be received in the amalgamation; (d) whether the by-laws of the amalgamated corporation are to be those of one of the amalgamating corporations and the address where a copy of the proposed by-laws may be examined; and. Dividends are the primary means of paying shareholders when the company makes a profit, while buybacks reward shareholders by inflating the value of a companys stock. 1990, c. B.16, s.236(1).
Employer's Tax Guide 120 Where the articles provide for cumulative voting. He will claim that the state is obligated to protect and encourage his particular industry; that this procedure enriches the state because the protected industry is thus able to spend more and to pay higher wages to the poor workingmen. (2) A registered holder or beneficial owner of shares of a corporation is entitled upon request and without charge to one copy of the articles and by-laws and of any unanimous shareholder agreement. E, s. 23 - 01/03/1999. 2011, c. 1, Sched. 1990, c. B.16, s.96(4). B, s. 15 - 01/08/2007. (3) This Act does not apply to a body corporate with share capital that. 2, s. 1 (7) - 31/12/2015, 2017, c. 2, Sched. R.S.O. R.S.O. (6) An auditor has the right to make to the corporation, three days or more before the mailing of the notice of the meeting, representations in writing, concerning. (2) Where the holders of any class or series of shares of a corporation have an exclusive right to elect one or more directors, a director so elected may only be removed by an ordinary resolution at a meeting of the shareholders of that class or series. 1990, c. B.16, s.262(5). 2017, c. 20, Sched. (3) An entry in the minutes of a meeting to the effect that the chair of the meeting declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. 1999, c. 12, Sched. R.S.O. 2 The operation of subsection 96 (1) of the Act is temporarily suspended and the following replacement provisions are in effect during the temporary suspension period only: (1) Notice of the time and place of a meeting of shareholders shall be sent, in the case of an offering corporation, not less than twenty-one days and, in the case of any other corporation, not less than ten days, but, in either case, not more than fifty days, before the meeting. (5) A shareholder who is a party to a unanimous shareholder agreement has all the rights, powers, duties and liabilities of a director of a corporation, whether arising under this Act or otherwise, including any defences available to the directors, to which the agreement relates to the extent that the agreement restricts the discretion or powers of the directors to manage or supervise the management of the business and affairs of the corporation and the directors are relieved of their duties and liabilities, including any liabilities under section 131, to the same extent. R.S.O. Ms Morton's allies told The Times she was worried a probe by the Tory Party itself might be prejudiced. (a) of cumulative dividends, whether or not declared, or declared non-cumulative dividends; or. (13) If a dissenting offeree has elected to demand payment of the fair value of his, her or its securities under subclause (2)(c)(ii), the offeror may, in the case of a take-over bid, within twenty days after it has complied with subsection (5) or, in the case of an issuer bid, within twenty days after it has complied with subsection (7), apply to the court to fix the fair value of the securities of that dissenting offeree. (ii) add, remove or change prejudicially redemption rights or sinking fund provisions, (iii) reduce or remove a dividend preference or a liquidation preference, or. 12, s. 1 (2); 2020, c. 36, Sched. 6, s. 40 (1); 2020, c. 7, Sched. Find out about earlier claim periods by reading previous versions of this guidance on The National Archives. R.S.O. (2) The interim financial statement referred to in subsection (1) shall be sent to a shareholders latest address as shown on the records of the corporation. 1990, c. B.16, s.104(2). (4) Except as otherwise expressly provided or authorized by law, the rights and obligations of the registered owners of uncertificated securities and the rights and obligations of the holders of certificated securities of the same class and series shall be identical. 1990, c. B.16, s.184(8). Well send you a link to a feedback form. 6, s. 6. (2) A payment under subsection (1) shall be deemed to be in satisfaction of the debt for the purposes of winding up. 177 (1) A holding corporation and one or more of its subsidiary corporations may amalgamate and continue as one corporation without complying with sections 175 and 176 if. B, s. 30 - 01/08/2007. R.S.O. 5, s. 1; 2010, c. 16, Sch. 54 (1) A security issued by a corporation may be represented by a security certificate or may be an uncertificated security. (6) A by-law need not be described as a by-law in a resolution referred to in this section. On the Sky News Daily, Niall Paterson looks at what's happened over the past fortnight with Jon Craig and Paul Goodman. 42 (1) An offering corporation shall not impose restrictions on the transfer or ownership of shares of any class or series except such restrictions as are authorized by its articles. R.S.O. (iii) in the case of a certificate representing a debt obligation, from the date of cancellation of such certificate. 2006, c. 8, s.111. 2006, c. 34, Sched. B, s.6. R.S.O. (3) Where a person who is the registered holder of all the issued shares of a corporation makes a written declaration that restricts in whole or in part the powers of the directors to manage or supervise the management of the business and affairs of a corporation, the declaration shall be deemed to be a unanimous shareholder agreement. 6, s. 45 - 19/10/2021. (ii) in the case of an issuer bid, the offeror corporation; (c) allow a reasonable rate of interest on the amount payable to each dissenting offeree from the date the dissenting offeree sends his, her or its security certificates under subsection (4) until the date of payment; or. 1990, c. B.16, s.259(2). R.S.O. (C) the offeree corporation will, subject to subsections (13) to (21), send that money or other consideration to the dissenting offeree forthwith after receiving the certificates representing the dissenting offerees securities. 1990, c. B.16, s.16. (5) The directors of a corporation may, if authorized by the shareholders, abandon an application without further approval of the shareholders.
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