GENERAL

CONTENTS Sections Names 2-9.3 Capital 10 Objects 12 Miscellaneous 13-14 Insider Reporting 28-29 Information Circular 30-31 Beneficial Ownership of Shares 32 Names 1. revoked: O. Reg. 397/21, s. 1. 2. No name that is identified in a Nuans report referred to in clause 3 (1) (a) of Ontario Regulation 393/21 (Filings) made under the Act as proposed shall be used as a corporate name by a person other than the one who first proposed the name unless a written consent has been obtained from that person. O. Reg. 397/21, s. 2. 2.1 A corporate name shall not contain a word, expression or abbreviation the use of which is prohibited or restricted under an Act or regulation of Ontario or Canada, unless the restriction is satisfied. O. Reg. 342/15, s. 1. 3. (1) The following words and expressions shall not be used in a corporate name: 1. “Amalgamated”, “fusionné” or any other related word or expression, unless the corporation is an amalgamated corporation resulting from the amalgamation of two or more corporations. 2. Revoked: O. Reg. 625/93, s. 3 (2). 3. “College”, “collège”, “institute”, “institut”, “university” or “université”, if the word would lead to the inference that the corporation is a university, college of applied arts and technology or other post-secondary educational institution, except with the written consent of the Minister of Colleges and Universities or such other member of the Executive Council as may be assigned the administration of the Ministry of Training, Colleges and Universities Act under the Executive Council Act. 4. “Engineer”, “ingénieur”, “engineering”, “génie” or “ingénierie” or any variation of those words, if the word suggests the practice of the profession, except with the written consent of the Association of Professional Engineers of Ontario. 5. Revoked: O. Reg. 248/05, s. 2. 6. “Royal”, where used as an adjective, unless the consent of the Crown has been obtained through the Government of Canada. 7. Numerals indicating the year of incorporation, unless the proposed corporation is the successor to a corporation the name of which is the same as or similar to the proposed corporation, or the year is the year of amalgamation of the corporation. 8. Any word or expression that would lead to an inference that the corporation is a business corporation. R.R.O. 1990, Reg. 181, s. 3 (1); O. Reg. 625/93, s. 3 (1-3); O. Reg. 248/05, s. 2; O. Reg. 397/21, s. 3. (2) The name of a fraternal society incorporated under section 176 of the Act shall include the words “fraternal society” or “société fraternelle”. O. Reg. 625/93, s. 3 (4). (3) The name of a pension fund or employees’ mutual benefit society incorporated under section 185 of the Act shall include the words “pension fund society”, “employees’ mutual benefit society”, “caisse de retraite” or “société de secours mutuel d’employés”, as the case may be, and the name in whole or in part of the parent corporation. O. Reg. 625/93, s. 3 (4). (4) If the name of a corporation includes the word “veteran”, “ancien combattant” or any abbreviation or derivation of those words, the letters patent of the corporation shall provide that at all times at least 95 per cent of the members of the corporation shall be composed of war veterans, their spouses or children, unless the name has been in continuous use for at least 20 years. O. Reg. 43/00, s. 1 (1); O. Reg. 301/05, s. 1 (1). (5) In subsection (4), “spouse” means, (a) a spouse as defined in section 1 of the Family Law Act, or (b) either of two persons who live together in a conjugal relationship outside marriage; (“conjoint”) “war veteran” means a person who served in the armed forces of any country while that country was in a state of war. (“ancien combattant”) R.R.O. 1990, Reg. 181, s. 3 (5); O. Reg. 43/00, s. 1 (2); O. Reg. 301/05, s. 1 (2, 3). 4. (1) The name of a corporation formed by the amalgamation of two or more corporations may be the same as the name of one of the amalgamating corporations, if the name is not a number name. O. Reg. 625/93, s. 4. (2) After the issuance of letters patent of amalgamation, the corporation may amend its letters patent to change its name to a name identical to the name of one of the amalgamating corporations only if another corporation has not acquired the name in accordance with the Act and the regulations made under the Act. O. Reg. 397/21, s. 4. 5. Unless the proposed corporate name has been in continuous use for at least twenty years before the date of filing the application, or unless the proposed corporate name has through use acquired a meaning that renders the name distinctive, a corporate name shall not be, (a) too general; (b) primarily or only a given name, surname, or full name, used alone, of an individual who is living or has died within 30 years preceding the date of filing an application for letters patent or supplementary letters containing the given name, surname, or full name; (c) primarily or only a geographic name used alone. R.R.O. 1990, Reg. 181, s. 5; O. Reg. 432/17, s. 1. 6. (1) A corporate name shall not contain a word or expression, an element of which is the full name or the family name, whether or not preceded by a given name or initials, of a particular individual who is living or who has died within the previous 30 years, unless the individual or his or her heir, executor, administrator, assign or guardian consents in writing to the use of the name. O. Reg. 432/17, s. 2 (1). (2) Subsection (1) does not apply where the corporation that will use the proposed name is the successor or affiliate of another corporation that has, as an element of its name, the full name or family name, if, (a) the other corporation consents in writing to the use of the name; and (b) where the proposed name would contravene clause 13 (1) (a) of the Act, the other corporation undertakes in writing to dissolve itself or to change its name to a name that complies with clause 13 (1) (a) of the Act within six months after the incorporation of the new corporation. R.R.O. 1990, Reg. 181, s. 6 (2); O. Reg. 432/17, s. 2 (2). (3) Subsection (1) does not apply where, (a) the required consent cannot be obtained; and (b) the full name or family name is of historic or patriotic significance and has a connection with the objects of the corporation. R.R.O. 1990, Reg. 181, s. 6 (3); O. Reg. 432/17, s. 2 (3). 7. A corporate name shall not contain any word or expression in any language that describes in a misleading manner the activities or services in association with which the corporate name is proposed to be used. R.R.O. 1990, Reg. 181, s. 7. 8. (1) Only letters from the Roman alphabet or Arabic numerals or a combination of them, and punctuation marks and other marks permitted under subsection (2), may form part of the name of a corporation. O. Reg. 397/21, s. 5. (2) The following punctuation marks and other marks are the only ones permitted as part of the name of a corporation: ! “ ” « » # $ % & ’ ( ) * + , – . / \ : ; < = > ? [ ] ' ˄ ≤ ≥ @¸ ´ ` ^ ¨ O. Reg. 397/21, s. 5. (3) A corporate name shall not be primarily or only a combination of marks permitted under subsection (2). O. Reg. 397/21, s. 5. (4) The following marks permitted under subsection (2) may be used only as part of a French character, and not separately: ¸ ´ ` ^ ¨ O. Reg. 397/21, s. 5. 8.1 The first character of a corporate name shall be, (a) a letter of the Roman alphabet; (b) an Arabic numeral; or (c) one of the following marks permitted under subsection 8 (2): ! # @ O. Reg. 397/21, s. 5. 9. The name of a corporation shall not exceed 120 characters in length, including punctuation marks and spaces. O. Reg. 397/21, s. 6. 9.1 A name set out in the letters patent or supplementary letters patent of a corporation pursuant to section 22 of the Act shall be a direct translation of the corporate name, but changes may be made to ensure that the name is idiomatically correct. O. Reg. 397/21, s. 6. 9.2 If letters patent or supplementary letters patent set out an English form and a French form for a name of a corporation, the “/” mark shall separate the two forms of the name. O. Reg. 397/21, s. 6. 9.3 (1) After incorporation, the current corporate name set out in the letters patent, supplementary letters patent or other documents filed with the Minister under the Act or the Regulations shall be identical to, (a) the name set out in the letters patent if the name has not been changed; or (b) the name set out in the most recent letters patent or supplementary letters patent changing the name. O. Reg. 397/21, s. 6. (2) For the purposes of subsection (1), a name is not identical if there is any variation in spacing or punctuation marks or other marks. O. Reg. 397/21, s. 6. Capital 10. Where preference shares of a class have attached thereto conditions, restrictions, limitations or prohibitions on the right to vote, the preferences, rights, conditions, restrictions, limitations or prohibitions attaching to that class of preference shares shall provide that the holders of that class are entitled to notice of any meeting of shareholders called for the purpose of authorizing the dissolution of the company or the sale of its undertaking or a substantial part thereof. R.R.O. 1990, Reg. 181, s. 10. Objects 11. Revoked: O. Reg. 625/93, s. 6. 12. The proposed objects of a corporation shall not include dog racing, but may include the breeding of racing dogs. O. Reg. 397/21, s. 7. Miscellaneous 13. Where the letters patent or supplementary letters patent of a corporation provide that the directors of the corporation shall be elected for a term of more than one year, the term shall be an integral number of years, not exceeding five. R.R.O. 1990, Reg. 181, s. 13. 14. The letters patent or supplementary letters patent of a private company may provide that an application for an order accepting the surrender of the charter of the company may be authorized at a general meeting of its shareholders duly called for that purpose by a majority of the votes cast at the meeting or by at least 50 per cent of the votes of all shareholders entitled to vote at the meeting. R.R.O. 1990, Reg. 181, s. 14. 15. - 16.1 Revoked: O. Reg. 397/21, s. 8. 17., 18. Revoked: O. Reg. 248/05, s. 5. 19. revoked: O. Reg. 397/21, s. 8. 20. Revoked: O. Reg. 402/95, s. 2. 21. Revoked: O. Reg. 192/99, s. 2. 22. Revoked: O. Reg. 248/05, s. 7. 23., 24. Revoked: O. Reg. 397/21, s. 8. 25. Revoked: O. Reg. 248/05, s. 10. 26. Revoked: O. Reg. 248/05, s. 10. 27. Revoked: O. Reg. 397/21, s. 8. 27.1 Revoked: O. Reg. 248/05, s. 12. Insider Reporting 28. A report required to be filed by an insider under subsections 73 (1) and (2) of the Act shall be prepared in accordance with Form 14, entitled “Initial Report of Insider”, dated December 2016 and available on the website of the Government of Ontario Central Forms Repository under the listing for the Ministry of Government and Consumer Services. R.R.O. 1990, Reg. 181, s. 28; O. Reg. 155/17, s. 4. 29. A report of subsequent changes required to be filed by an insider under subsection 73 (3) of the Act shall be prepared in accordance with Form 15, entitled “Report of Insider on Changes in Ownership of, or Control or Direction over, Capital Securities”, dated December 2016 and available on the website of the Government of Ontario Central Forms Repository under the listing for the Ministry of Government and Consumer Services. R.R.O. 1990, Reg. 181, s. 29; O. Reg. 155/17, s. 5. Information Circular 30. (1) An information circular shall be prepared in accordance with Form 16, entitled “Information Circular”, dated December 2016 and available on the website of the Government of Ontario Central Forms Repository under the listing for the Ministry of Government and Consumer Services. R.R.O. 1990, Reg. 181, s. 30 (1); O. Reg. 155/17, s. 6 (1). (2) The information required by Form 16 shall be given as of a date specified in the circular, which date shall be a date occurring not more than thirty days before the date on which the information circular is first sent to any shareholders of the corporation. R.R.O. 1990, Reg. 181, s. 30 (2); O. Reg. 155/17, s. 6 (2). (3) The information contained in an information circular shall be clearly presented and the statements contained therein shall be divided into groups according to subject-matter and each group of statements shall be preceded by an appropriate heading. R.R.O. 1990, Reg. 181, s. 30 (3). (4) The order of items set out in Form 16 need not be followed. R.R.O. 1990, Reg. 181, s. 30 (4); O. Reg. 155/17, s. 6 (2). (5) Where practicable and appropriate, the information required by Form 16 shall be presented in tabular form. R.R.O. 1990, Reg. 181, s. 30 (5); O. Reg. 155/17, s. 6 (2). (6) All amounts required by Form 16 shall be stated in figures. R.R.O. 1990, Reg. 181, s. 30 (6); O. Reg. 155/17, s. 6 (2). (7) Information required to be set out under more than one item in Form 16 need only be set out under one of the items. R.R.O. 1990, Reg. 181, s. 30 (7); O. Reg. 155/17, s. 6 (2). (8) No statement need be made in an information circular that an item is inapplicable and answers to items that are inapplicable may be omitted. R.R.O. 1990, Reg. 181, s. 30 (8). (9) Information that is not known by or is unavailable to the person on whose behalf an information circular is prepared and that is not reasonably within the power of that person to ascertain or obtain may be omitted from the information circular if a brief statement is made in the information circular indicating the reasons why the information is not known or is unavailable. R.R.O. 1990, Reg. 181, s. 30 (9). (10) An information circular prepared for a meeting need not contain any information contained in any other information circular, notice of meeting or form of proxy sent to a person whose proxies are being solicited for the same meeting if reference is made in the information circular to the document that contains the information. R.R.O. 1990, Reg. 181, s. 30 (10). 31. Every person who sends or delivers to shareholders an information circular or proxy to which sections 83 to 89 of the Act apply in respect of a meeting of shareholders of a company shall forthwith file with the Ontario Securities Commission a copy of the information circular, proxy and all other material sent or delivered by the person in connection with the meeting. R.R.O. 1990, Reg. 181, s. 31. Beneficial Ownership of Shares 32. (1) For the purposes of section 73 of the Act, a report filed by a company that includes a statement of capital securities beneficially owned or deemed to be beneficially owned by a subsidiary of the company under clause 72 (2) (c) of the Act or that includes a statement of changes in the subsidiary’s beneficial ownership of capital securities shall be deemed to be a report filed by the subsidiary and the subsidiary need not file a separate report. R.R.O. 1990, Reg. 181, s. 32 (1). (2) For the purposes of section 73 of the Act, a report filed by an individual that includes a statement of capital securities beneficially owned or deemed to be beneficially owned under clause 72 (2) (b) of the Act by a company controlled by the individual or by an affiliate, if any, of the controlled company or that includes a statement of changes in the beneficial ownership of the capital securities of the controlled company or affiliate shall be deemed to be a report filed by the controlled company or by the affiliate and the controlled company and the affiliate need not file a separate report. R.R.O. 1990, Reg. 181, s. 32 (2). 33. revoked: O. Reg. 397/21, s. 8. 33.1 Revoked: O. Reg. 192/99, s. 3. 34.-36. Revoked: O. Reg. 192/99, s. 3. Schedule Revoked: O. Reg. 192/99, s. 4. Forms 1-3 Revoked: O. Reg. 248/05, s. 13. Form 4 Revoked: O. Reg. 402/95, s. 3. Forms 5-12 Revoked: O. Reg. 248/05, s. 13. Form 12.1 Revoked: O. Reg. 248/05, s. 13. Form 13 Revoked: O. Reg. 248/05, s. 13. Form 13.1 Revoked: O. Reg. 248/05, s. 13. Forms 14-16 Revoked: O. Reg. 155/17, s. 7.