Area of Law: Business & Corporate Law
Answer # 224
Shareholders, directors and officersRegion: Ontario Answer # 224
Corporations are managed and directed by officers and directors, and they are owned by shareholders. Each of these groups has a different role and responsibility in the corporation.
Shareholders are the owners of the corporation. Shareholders of shares which carry voting rights, exercise their control through their votes. They elect the directors who guide and control the business operations of the corporation. Shareholders are also asked to vote on important issues, such as the sale or dissolution of the business. They generally do not participate in the day-to-day operation of the business unless they are also directors or officers. Shareholders also influence the control of the corporation through the purchase and sale of corporate shares.
Directors are elected by the shareholders to guide the business operations of the corporation. Directors select the officers who manage the daily business activities. Directors approve budgets and important contracts. They also decide when to issue shares, and when to declare a dividend.
Officers are the day-to-day managers of the corporation. Officers include the President and Vice-President of the corporation. The duties of the various officers are established by the directors and by the by-laws of the corporation.
The maximum and minimum number of directors is stated in the Articles of Incorporation. Each privately held corporation must have at least one shareholder, and at least one director. Typically, corporations have one or more officers who are approved by the directors. In a small corporation, it is possible for one person to hold all these positions and to perform all the duties. Often, however, when a corporation begins to grow, more people will be needed to manage and direct the corporation.
NEW Ontario Business Registry
Businesses can now complete over 90 transactions online through the new Ontario Business Registry. This includes:
- register a new business name
- renew an existing business name
- dissolving an existing business
- incorporate, dissolve and change a corporation or not-for-profit or charity
- search for a business or not-for-profit corporation
- file notices and other documents under other business law statutes
Currently, mailing or emailing documents is also still available.
Registering existing business: Existing businesses and not-for-profits who wish to access their profile or file documents using the Registry will require a Company Key. Businesses can submit a request for their company key at Ontario.ca/BusinessRegistry.
New businesses and not-for-profits should visit the Ontario Business Registry: all services page for instructions on how to create and register their new business.
Anyone can do a free search of the Ontario Business Registry to get basic information about a business or not-for-profit corporation.
Some offices closed
As a result of the launch of the new Registry, six service counters across Ontario will no longer endorse articles submitted under the Business Corporations Act. As well, the ServiceOntario counter at 375 University Avenue in Toronto has closed. Visit ServiceOntario for information on what offices are still open and what transactions can be completed in-person.
Corporations Annual Returns
As of May 15, 2021, the Canada Revenue Agency no longer accepts corporations’ annual returns on behalf of Ontario. Corporations whose annual returns were due during the period of May 15, 2021 through October 18, 2021 were exempt from filing. Corporations who have an annual return due on or after October 19, 2021 must file their annual returns in the Registry.
Get legal help
For legal advice and assistance regarding the role and duties of shareholders, officers and directors, and for other business issues, contact our preferred experts at Kalfa Law, or call them now at 1-800-631-7923.
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