What is the Ontario Business Corporations Act?

Under the Canada Business Corporations Act1 no corporation shall carry on business as a degree-granting educational institution unless expressly authorized by a federal or provincial agent that has by law the power to confer degree-granting authority on an educational institution.

Who has authority to bind a corporation Ontario?

The president usually has general authority to bind the corporation and the manager usually has general authority to bind the LLC, but you cannot be positive without seeing the bylaws and/or a resolution for the corporation.

How do I dissolve a corporation in Ontario?

In order to dissolve an Ontario corporation, an application first must be made to the Ministry of Finance requesting its consent. The corporation must send a letter to the Ministry of Finance, Client Services Branch requesting them to provide a Letter of Consent to Dissolve Corporation.

Can a subsidiary own shares in its parent Canada?

Subsidiary may purchase shares of parent 85 Subject to section 86 and unless its articles provide otherwise, a subsidiary may purchase or otherwise acquire shares of a corporation of which it is a subsidiary.

What is the purpose of the corporations Act?

It regulates matters such as the formation and operation of companies (in conjunction with a constitution that may be adopted by a company), duties of officers, takeovers and fundraising.

Is an annual return for Ontario corporations required?

For Ontario corporations with share capital, the annual information return must be filed within six months of their tax year-end. For example, a corporation with a June 30, 2021 year-end must file the annual information return by December 31, 2021.

Who can legally bind a corporation?

Generally speaking, the owners, officers, directors and/or managers of a company have authority to bind a company. Some companies choose to limit such authority by placing restrictions on the authority of these individuals within the company’s internal documentation (e.g. bylaws/operating agreement).

Can a non director bind a company?

At common law, authority to bind a company must be conferred by the articles of association, either directly, or by delegation under a power contained in them. A contract has been entered into by an employee of a company (not a director) who was not expressly authorised by the company to do so.

What are the tax consequences of dissolving a corporation?

The tax consequences of liquidating a C corporation holding appreciated assets can be adverse. With maximum federal corporate rates of 35%, maximum individual rates on long-term capital gains of 20%, and the net investment income tax rate of 3.8%, the combined federal tax burden can approach 60% of taxable income.

Do holding companies control subsidiary?

Key Takeaways. A holding company is a type of financial organization that owns a controlling interest in other companies, which are called subsidiaries. The parent corporation can control the subsidiary’s policies and oversee management decisions but doesn’t run day-to-day operations.

Can a parent corporation bind a subsidiary?

While the two entities may share similar ownership and common interests, they do not share funds, bank accounts, corporate records, and so on. Based on their separate status, parents and subsidiaries usually cannot bind one another to contracts unilaterally.

What is section 164 of the Companies Act 2013?

Section 164, of Companies Act, 2013 provides the information on the Disqualification of Directors, i.e. the conditions in which a person could be disqualified to hold the position of a director in a company.

What is Section 144 (1) of the California Corporations Act?

144 (1) The records mentioned in sections 140 and 141 shall, during normal business hours of a corporation, be open to examination by any director and shall, except as provided in sections 140 and 143 and in subsections (2) and (3) of this section, be kept at the registered office of the corporation. R.S.O. 1990, c. B.16, s. 144 (1).

What is a certificate of incorporation under the Companies Act?

7 A certificate of incorporation is conclusive proof that the corporation has been incorporated under this Act on the date set out in the certificate, except in a proceeding under section 240 to cancel the certificate for cause. R.S.O. 1990, c. B.16, s.

What is Section 141 (1) of the Securities Act of Ontario?

141 (1) A corporation shall prepare and maintain at its registered office, or at any other place in Ontario designated by the directors, a securities register in which it records the securities issued by it in registered form, showing with respect to each class or series of securities,