New “Major Acquisition” Rule Adopted by CSE
New “Major Acquisition” Rule Adopted by CSE On October 2, 2025, the Canadian Securities Exchange (CSE) confirmed the adoption of certain amendments to its listing policies. A significant change is the redefinition of “Major Acquisition” together with the introduction of a formal approval process for such transaction that is separate from the process applicable to […]
The Right to Request Audited Financial Statements
The Right to Request Audited Financial Statements Regulatory framework While companies are generally under a statutory obligation to prepare audited financial statements, the Business Corporations Act (Ontario) (the “OBCA”) sets up an exception to the audit requirements for non-offering corporations if all of the shareholders, including non-voting shareholders, unanimously consent in writing to the exemption. […]
OSC Rule 72-503
OSC Rule 72-503 The Ontario Securities Rule 72-503 – Distributions Outside Canada (the “Rule”) came into force on March 31, 2018, replacing the old Interpretation Note 1 – Distributions of Securities Outside Ontario (the “Interpretation Note”) and providing a comprehensive framework for distributing securities to investors overseas. The need for a revised rule is rooted […]
Naming A Company
Naming a Company Choosing a name is often among the earliest and most significant decisions in establishing a business. This article summarizes certain criteria to consider during the naming process. Numbered and Named Companies Upon incorporation, a company may automatically be issued a numbered name by the corporate registry, which offers privacy and simplicity. This […]
Proposed Amendments to NI 43-101
Proposed Amendments to NI 43-101 On February 13, 2025, the Canadian Securities Administrators (CSA) have released “near final” drafts of the proposed amendments to National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”), and the corresponding companion policies and form of technical report (collectively, the “Amendments’) to encourage further discussions among stakeholders. […]
Recent updates to the OBR system
Recent updates to the OBR system The Ontario Business Registry (OBR) has recently implemented certain changes to its system as follows: Proof of Filing Document: A proof of document filing can be obtained when filing an Initial Return, Annual Return, or Notice of Change for corporations under the Ontario Business Corporations Act (OBCA). Corrected Certificate […]
Why Keep Your Minute Book Electronically?
Why Keep Your Minute Book Electronically? Minute books do not need to be maintained physically in paper form. Instead, they can be scanned and stored digitally or even signed electronically and stored. Businesses can choose either option when transitioning to electronic storage. Storing a minute book electronically gives business owners instant access to their corporation’s […]
What Is A Minute Book?
What Is A Minute Book? A minute book contains all the essential documents related to your corporation and can be stored either in a physical binder or electronically. Corporations are required to maintain an up-to-date minute book, regardless of their size or they are incorporated in Ontario (under the Ontario Business Corporations Act, the “OBCAâ€) […]
Deadline for Filing Annual Return and ISC for CBCA Companies
Deadline for Filing Annual Return and ISC for CBCA Companies Every corporation existing under the Canada Business Corporations Act (“CBCAâ€) must file its annual return with Corporations Canada every year. Since January 22, 2024, corporations under the CBCA need to file information on their individuals with significant control (ISCs) at the same time as filing […]
Important Changes to the Ontario Business Registry Taking Effect on February 1, 2025
Important Changes to the Ontario Business Registry Taking Effect on February 1, 2025 Effective February 1, 2025, all businesses registered with the Ontario Business Registry (“OBRâ€) must have a “Company Key†to complete any filings or transactions. This applies even if you use an intermediary to submit OBR filings. What is a Company Key? A […]