In February 2015, the Ministry of Government and Consumer
Services commissioned a panel of 13 industry experts
(Panel) to review Ontario's corporate and
commercial statutes as a step in developing a reform agenda to
modernize and update Ontario's business legislation. In June
2015, the Panel released the Business Law Agenda: Priority Findings &
Recommendations Report with its recommendations. The report
contains five key proposals:
1. Implementing a system to regularly update corporate
and commercial law
The Panel noted that a comprehensive review of Ontario's
corporate and commercial legislation had not recently been
completed. It suggested establishing a formal process that would
provide for the regular review of Ontario's business
legislation in order to keep up with legislative and case law
developments and to regularly solicit advice, comments and/or
concerns from industry experts.
2. Encouraging businesses to choose Ontario as
their jurisdiction of incorporation
The Panel suggested several legislative changes to attract
businesses to Ontario including:
Reviewing the Business Corporations Act (Ontario) to:
better facilitate electronic meetings and communications; provide
greater clarity on the standards to which directors and officers
are held and the defences and protections available to them; and
increase the rights and remedies available to beneficial
Evaluating Ontario's Limited Partnership Act
(which has not been substantively reviewed since the 1980s) to
consider the potential liabilities of limited partners and whether
the scope of such liabilities should be reduced; and
Examining whether to broaden the types of businesses that may
use limited liability partnerships.
3. Increasing market certainty and confidence in market
In order to increase certainty in the assessment of potential
fraudulent conveyances and fraudulent preferences, the Panel
recommended the repeal of the Assignments and Preferences
Act and the Fraudulent Conveyances Act and the
adoption of the Uniform Law Conference of Canada's
Reviewable Transactions Act. The Panel also recommended
the repeal of the Bulk Sales Act, as Ontario is the only
jurisdiction which has not yet repealed it.
4. Modernizing laws relating to secured lending and other
The Panel recommended reviewing the Personal Property
Security Act in order to harmonize it with legislation in
other provinces and to update it to incorporate legislative and
case law developments.
5. Facilitating market activity and promoting small
Among other suggestions for increasing certainty to business
legislation that impact small businesses, the Panel recommended a
review of business information and registration legislation in
order to decrease the burden and cost on small businesses.
The Ministry of Government and Consumer Services is seeking
public feedback and comments on the report by October 16, 2015.
Comments may be submitted via e-mail to firstname.lastname@example.org (with
"Business Law Agenda Report" in the subject line) or by
mail to Business Law Policy, Consumer and Business Policy Unit,
Ministry of Government and Consumer Services, 5th Floor,
777 Bay Street, Toronto, Ontario M7A 2J3.
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Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
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