Ontario Business Corporations Act (OBCA)
The Ontario Business Corporations Act (OBCA) is the Ontario statute under which an Ontario corporation is incorporated by signing articles of incorporation. It sets rules for corporations incorporated under it, including share classes, stated capital, buying back shares and dissent rights.
A buyer or seller meets the OBCA when the company was incorporated in Ontario. Filings can be made online through the Ontario Business Registry, which the Government of Ontario says lets businesses complete transactions including registering, incorporating and updating their information.
Provisions that differ from the federal Act
- Share classes: OBCA s.22(3) lists the default rights of a single class as voting and the remaining property on dissolution, while CBCA s.24(3) also lists dividends.
- Buying back shares: OBCA ss.30 to 32, where the CBCA uses ss.34 to 36.
- Dissent: OBCA s.185, where the CBCA uses s.190.
Other provinces
Alberta and British Columbia each have their own Business Corporations Act, and other provinces run their own regimes. Never apply an OBCA section number to a company incorporated elsewhere. For shareholder objections, see dissent rights when a company sells its assets.
Sources
This definition is checked against primary sources. Links were last confirmed on the dates shown.
- 01Government of OntarioGovernmentBusiness Corporations Act, R.S.O. 1990, c. B.16
- 02Government of Canada (Department of Justice)GovernmentCanada Business Corporations Act, R.S.C. 1985, c. C-44
- 03Government of Ontario — Ministry of Public and Business Service Delivery and ProcurementGovernmentOntario Business Registry
- 04Government of Alberta (King’s Printer)GovernmentBusiness Corporations Act, R.S.A. 2000, c. B-9
- 05Government of British ColumbiaGovernmentBusiness Corporations Act
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