Notice: Business Corporations Act (Ontario)

NOTICE OF AMENDMENTS TO THE
BUSINESS CORPORATIONS ACT (ONTARIO)

The Commission is publishing in today’s Bulletin two amendments to the Business Corporations Act (Ontario) (the "OBCA") . These amendments came into effect on December 6, 2000 and relate to amendments previously made to the Securities Act under the More Tax Cuts for Jobs, Growth and Prosperity Act, 1999. The amendments to the OBCA are contained in the Red Tape Reduction Act, 2000 (Bill 119).

Subsection 1(6) of the OBCA was amended to:

(1)remove the ability of a corporation to be viewed for purposes of the OBCA as "offering its securities to the public" by filing a securities exchange take-over bid circular or issuer bid circular. The effect of this amendment will be that an OBCA company can no longer become a reporting issuer under the Securities Act by filing such circulars (see paragraph (d) of the definition of "reporting issuer" under the Securities Act); and

(2)to increase the ability of the Commission to order that a corporation has ceased to be "offering its securities to the public" under the OBCA by removing the requirement that an applicant must have fewer than 15 security holders.

The relevant amendments are published in Chapter 9 of the Bulletin.

The Red Tape Reduction Act, 2000 can be viewed in its entirety at the Ministry of the Attorney General’s web site (www.attorneygeneral.jus.gov.on.ca).

Reference:

Susan Wolburgh Jenah
General Counsel
(416) 593-8245

Rossana Di Lieto
Legal Counsel
General Counsel’s Office
(416) 593-8106