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Corporate records to be kept

92 (1) A corporation shall prepare and maintain records containing,
(a)  the corporation’s articles and by-laws, and amendments to them;
(b)  the minutes of meetings of the members and of any committee of members;
(c)  the resolutions of the members and of any committee of members;
(d)  the minutes of meetings of the directors and of any committee of directors;
(e)  the resolutions of the directors and of any committee of directors;
(f)  a register of directors;
(g)  a register of officers;

(h)  a register of members;

(i)  accounting records adequate to enable the directors to ascertain the financial position of the corporation with reasonable accuracy on a quarterly basis; and

(j)  a register of ownership interests in land complying with section 92.1. 2010, c. 15, s. 92 (1); 2015, c. 38, Sched. 7, s. 55 (1).

 Location of corporate records

93 (1) A corporation shall keep the records described in clauses 92 (1) (a), (b), (c), (f), (g) and (h) at the corporation’s registered office or another place in Ontario designated by the directors. 2010, c. 15, s. 93 (1).

 Members’, creditors’ access to records

95 (1) A member, a member’s attorney or legal representative and a creditor of a corporation may examine and, on payment of a reasonable fee, take extracts from the records referred to in clauses 92 (1) (a), (b), (c), (f), (g), (h) and (j) during the corporation’s regular office hours. 2010, c. 15, s. 95 (1); 2015, c. 38, Sched. 7, s. 55 (6).

Same, examination by remote means

(1.1) A corporation may, but is not required to, permit a member, a member’s attorney or legal representative or a creditor of the corporation to examine any or all of the records mentioned in clauses 92 (1) (a), (b), (c), (f), (g), (h) and (j) remotely at any time by means of any technology and may also permit the person to take extracts by such means. 2023, c. 9, Sched. 22, s. 11.

Same

(1.2) A corporation may permit a person to take extracts in accordance with subsection (1.1) if the person pays a reasonable fee. 2023, c. 9, Sched. 22, s. 11.

 Members’ access to register of members

96 (1) A member or a member’s attorney or legal representative who wishes to examine the register of members of a corporation shall first make a request to the corporation or its agent accompanied by a statutory declaration described in subsection (3).  As soon as is practical, the corporation or its agent shall allow the applicant access to the register during the corporation’s regular office hours and, on payment of a reasonable fee, provide the applicant with an extract from the register.  2010, c. 15, s. 96 (1).

Examination by remote means

(1.1) A corporation or its agent may, but is not required to, permit an applicant under subsection (1) to examine the register of members remotely at any time by means of any technology and may, on payment of a reasonable fee, provide the applicant with an extract from the register by such means. 2023, c. 9, Sched. 22, s. 12.

Corporation to provide list of members

(2) Any person described in subsection (1), on payment of a reasonable fee and on giving a corporation or its agent the statutory declaration described in subsection (3), may on application require the corporation or its agent to give the person a current list of members setting out the names and addresses of each member and such additional information as is required by the by-laws as soon as is practical.  2010, c. 15, s. 96 (2).

Contents of statutory declaration

(3) The statutory declaration required under subsection (1) or (2) must,

(a)  state the name and address of the applicant and, if the applicant is a body corporate, its address for service; and

(b)  state that the list of members or the information contained in the register of members obtained under subsection (1) will not be used except as permitted under subsection (5).  2010, c. 15, s. 96 (3)

 Use of information or list

(5) A member or a member’s attorney or legal representative who obtains a list of members or information from a register of members under this section shall not use the list or information except in connection with,

(a)  an effort to influence the voting of members;

(b)  requisitioning a meeting of the members; or

(c)  another matter relating to the affairs of the corporation.  2010, c. 15, s. 96 (5).