Shareholder Liability (Corporate Law)
Corporations Act, R.S.O. 1990, c. C.38
311 (1) If a corporation exercises its corporate powers when its shareholders or members are fewer than three for a period of more than six months after the number has been so reduced, every person who was a shareholder or member of the corporation during the time that it so exercised its corporate powers after such period of six months and is aware of the fact that it so exercised its corporate powers is severally liable for the payment of the whole of the debts of the corporation contracted during such time and may be sued for the debts without the joinder in the action of the corporation or of any other shareholder or member.
- (2) A shareholder or member who has become aware that the corporation is so exercising its corporate powers may serve a protest in writing on the corporation and may by registered letter notify the Minister of such protest having been served and of the facts upon which it is based, and such shareholder or member may thereby and not otherwise, from the date of the protest and notification, exonerate himself, herself or itself from liability.
314 All rights of creditors against the property, rights and assets of a corporation amalgamated under section 113 or continued under section 312, and all liens upon its property, rights and assets are unimpaired by such amalgamation or continuation, and all debts, contracts, liabilities and duties of the corporation thenceforth attach to the amalgamated or continued corporation and may be enforced against it. R.S.O. 1990, c. C.38, s. 314.
321 (1) Despite the dissolution of a corporation, the shareholders or members among whom its property has been distributed remain liable to its creditors to the amount received by them respectively upon such distribution, and an action may be brought in a court of competent jurisdiction to enforce such liability. R.S.O. 1990, c. C.38, s. 321 (1); 2002, c. 24, Sched. B, s. 31 (2).
- (2) Where there are numerous shareholders or members, such court may permit an action to be brought against one or more shareholders or members as representatives of the class and, if the plaintiff establishes the plaintiff’s claim as creditor, may make an order of reference and add as parties on the reference all such shareholders or members as are found and the referee shall determine the amount that each should contribute towards the plaintiff’s claim and may direct payment of the sums so determined. R.S.O. 1990,
Corporations Act, R.S.O. 1990, c. C.38
324 (1) Subject to the letters patent, supplementary letters patent or by-laws, a notice or demand to be served or made by a corporation upon a shareholder or member may be served or made personally or sent by registered letter addressed to the shareholder or member at the person’s last address as shown on the books of the corporation.
- (2) Subject to the letters patent, supplementary letters patent or by-laws, a notice or other document served by mail by a corporation on a shareholder or member shall be deemed to be served at the time when it would be delivered in the ordinary course of mail. R.S.O. 1990, c. C.38, s. 324.
