Ontario Updates Director Residency Requirements

As of July 5, 2021, corporations incorporated under Ontario’s Business Corporations Act will no longer be required to have at least 25% of directors be resident Canadians. Effective July 5, 2021, subsection 118(3) of Ontario’s Business Corporations Act (“OBCA”) will be repealed, with the effect that corporations incorporated under, or continued into Ontario under the …

A Reminder to Purchasers of the True Cost of Not Closing – It’s not “Just the Deposit”

In Prowse v. Noroozi 2021 ONSC 3099 (CanLII), Justice McCarthy of the Superior Court of Justice recently granted summary judgment for $806,380.59 against a purchaser of a luxury home in King City (the “Property”) in an aborted real estate transaction. The facts in Prowse v. Noroozi are not uncommon.  The sellers listed the Property on …

Trezzi v. Trezzi: Can You Gift Assets You Do Not Own?

The Ontario Court of Appeal recently upheld a gift made to beneficiaries under a will, despite the assets being owned by a corporation, and not the deceased himself.  This is an important decision that will affect estate planning and will construction.  In particular, testamentary gifts that may previously have failed may now be valid. In …

Supreme Court Confirms Shareholders Cannot Sue Professional Advisors for Corporation’s Losses

Just a few weeks ago, the Supreme Court of Canada released a decision which confirmed that shareholders cannot sue third parties such as accountants or lawyers for negligent advice that causes losses to the corporation they own (Brunette v. Legualt Joly Thiffault s.e.n.c.r.l., 2018 SCC 55 (Brunette)). In this blog post I outline the Court’s …