Ontario (OBCA) — governance guide
A practitioner reference for Ontario (OBCA), generated from the GovernOS rules engine. Always current with the jurisdiction packs.
At a glance
Regulators & portals
Ontario Business Registry (OBR)
Company registry
Entity types
OBCA Corporation
min 1 director(s) · can be public
How to — common actions & what each requires
Add director
shareholders (50%)
Resolution — Election of Director; Consent to Act as Director
ON-Notice-Change (due T+15d)
Business Corporations Act (Ontario), ss.119, 124
File annual return
—
—
ON-Annual-Return (due T+0d)
Corporations Information Act (Ontario)
Remove director
shareholders (50%)
Resolution — Removal of Director
ON-Notice-Change (due T+15d)
Business Corporations Act (Ontario), s.123
Appoint officer
board (50%)
Board Resolution — Appointment of Officer; Consent to Act as Officer
none
Business Corporations Act (Ontario), s.133
Issue shares
board (50%)
Board Resolution — Issuance of Shares; Share Certificate
none
Business Corporations Act (Ontario), ss.23, 25
Transfer shares
board (50%)
Share Transfer Form; Share Certificate (transferee)
none
Business Corporations Act (Ontario), s.67
Create ESOP
board (50%), shareholders (50%)
Employee Share Option Plan; Board Resolution — Adoption of ESOP
none
Business Corporations Act (Ontario), s.23
Grant options
board (50%)
Option Grant Agreement
none
Business Corporations Act (Ontario), s.23
Approve financing
board (50%), shareholders special (67%)
Board Resolution — Approval of Financing Round; Special Resolution — New Share Class & Allotment; Subscription Agreement
ON-Articles-Amendment (due T+0d)
Business Corporations Act (Ontario), ss.23, 168
Approve dividend
board (50%)
Board Resolution — Declaration of Dividend
none
Business Corporations Act (Ontario), ss.38, 24
Create subsidiary
board (50%)
Board Resolution — Incorporation of Subsidiary
ON-Articles-Incorporation (due T+0d)
Business Corporations Act (Ontario), s.4
Amend constitution
shareholders special (67%)
Special Resolution — Amendment of Articles
ON-Articles-Amendment (due T+0d)
Business Corporations Act (Ontario), s.168
Change company name
shareholders special (67%)
Special Resolution — Change of Name
ON-Articles-Amendment (due T+0d)
Business Corporations Act (Ontario), ss.168, 10
File beneficial ownership
—
Register of Individuals with Significant Control
none
Business Corporations Act (Ontario), s.140.2 (register of individuals with significant control)
Prepare AGM
board (50%)
Notice of Annual Meeting of Shareholders; Annual Meeting Minutes
none
Business Corporations Act (Ontario), ss.94, 96
Approve audit / accounts
board (50%), shareholders (50%)
Board Resolution — Approval of Financial Statements; Resolution — Appointment of Auditor
none
Business Corporations Act (Ontario), ss.149, 154
Reference only — not legal advice. Rule packs are directionally accurate and being legally validated per jurisdiction.