O. Reg. 295/09: CORPORATIONS INCORPORATED BY BUILD TORONTO


Published: 2009-07-31

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ONTARIO REGULATION 295/09

made under the

CITY OF TORONTO ACT, 2006

Made: July 15, 2009
Filed: July 31, 2009
Published on e-Laws: August 5, 2009
Printed in The Ontario Gazette: August 15, 2009


CORPORATIONS INCORPORATED BY BUILD TORONTO

Definition

1. In this Regulation,

“Build Toronto” means Build Toronto Inc., a corporation established by the City on November 13, 2008 under the Business Corporations Act pursuant to section 148 of the City of Toronto Act, 2006 and Ontario Regulation 609/06 (City Services Corporations) made under the City of Toronto Act, 2006.

General Powers and Duties in Relation to Incorporating Corporations

Power to incorporate corporations

2. Despite subsection 18 (1) of Ontario Regulation 609/06, Build Toronto may incorporate a corporation if,

(a) the corporation’s purpose is to provide a system, service or thing that Build Toronto itself could provide;

(b) the City has made a declaration under subsection 108 (3) of the Business Corporations Act that applies with respect to the management, business and affairs of Build Toronto; and

(c) the declaration mentioned in clause (b) authorizes Build Toronto to incorporate corporations.

Power re shares

3. Despite subsection 18 (2) of Ontario Regulation 609/06, Build Toronto may acquire, hold, guarantee and otherwise deal with the shares of a corporation incorporated under section 2 but shall not sell them.

Business case study

4. Before incorporating a corporation under section 2, Build Toronto shall adopt a business case study.

Public participation

5. (1) Build Toronto shall adopt and maintain policies on the incorporation of corporations by Build Toronto.

(2) Before incorporating a corporation under section 2, Build Toronto shall consult with the public about the policies mentioned in subsection (1).

Market value sale or transfer by Build Toronto

6. (1) Build Toronto shall not sell or transfer land or an interest in land to any person at less than fair market value if the land or interest in land has been sold or transferred to Build Toronto by the City.

(2) Subsection (1) does not apply to a sale or transfer of land or an interest in land if Build Toronto sells or transfers the land or interest in land to the City or to a corporation incorporated under section 2.

Asset transfers by City

7. (1) The City shall adopt and maintain policies on asset transfers by the City to corporations incorporated under section 2.

(2) The City shall not transfer any of its assets to a corporation incorporated under section 2 before the City has adopted the policies mentioned in subsection (1).

Conditions, provincial contributions

8. (1) If the City proposes to transfer an asset to a corporation incorporated under section 2 and the Province of Ontario has contributed funds for the purchase or improvement of the asset, the City shall give notice of the proposal to every Minister that made all or part of the contribution on behalf of the Province.

(2) A Minister who receives a notice under subsection (1) may accept the valuation of the treasurer of the City or may otherwise determine the value of the contribution and shall notify the City in writing, within six months after receiving the notice, of,

(a) the requirement for repayment by the City to the Province; or

(b) the release of the Province’s interest in the asset being transferred or the proceeds of the transfer.

(3) The City may transfer an asset to which the notice requirement in subsection (2) applies if one of the following conditions is met:

1. Six months have passed since the City gave any notices required by this section and no response has been received from the Province within that period.

2. The Province has notified the City of its acceptance of the valuation by the treasurer and of any requirement for repayment.

3. The Province has notified the City of its rejection of the valuation by the treasurer, of its own valuation and of any requirement for repayment.

4. The Province has notified the City that it releases its interest in the asset being transferred or in the proceeds of the transfer.

Assistance to Build Toronto

9. (1) Despite section 82 of the Act, the City may provide assistance to Build Toronto if,

(a) all of the shares of Build Toronto are owned by the City; and

(b) the assistance is provided for the purpose of,

(i) the administration of Build Toronto in its initial period of operation,

(ii) the administration of a corporation incorporated under section 2 in its initial period of operation, or

(iii) the capitalization of Build Toronto or of a corporation incorporated under section 2.

(2) The types of assistance that may be provided under subclause (1) (b) (i) or (ii) are the giving or lending of money of the City.

(3) The type of assistance that may be provided under subclause (1) (b) (iii) is the sale or transfer of land or an interest in land to Build Toronto for the corporate purposes of Build Toronto or a corporation incorporated under section 2.

(4) The assistance provided under subsection (2) or (3) need not be at fair market value.

Shareholder declaration

10. (1) Build Toronto shall make a declaration under subsection 108 (3) of the Business Corporations Act with respect to the management, business and affairs of any corporation incorporated under section 2.

(2) Build Toronto shall make the declaration mentioned in subsection (1) with respect to a corporation incorporated under section 2 at the time that the corporation is incorporated or as soon as possible thereafter, and shall maintain the declaration.

(3) The declaration mentioned in subsection (1) and any amendments to it shall be consistent with this Regulation.

(4) The declaration mentioned in subsection (1) shall include terms regarding the requirements set out in sections 11 to 17 of this Regulation.

Rules for Corporations Incorporated Under Section 2

Purpose of corporation

11. A corporation incorporated under section 2 shall not have as a purpose the provision of any system, service or thing that Build Toronto itself could not provide.

Territorial operation of corporation

12. (1) A corporation incorporated under section 2 may only operate within the boundaries of a municipality with the agreement of the municipality.

(2) Despite subsection (1), a corporation incorporated under section 2 may operate within the boundaries of an upper-tier municipality without the agreement of any lower-tier municipality that forms part of that upper-tier municipality for municipal purposes if the corporation’s purpose is to provide a system, service or thing that the upper-tier municipality itself could provide.

(3) Despite subsection (1), a corporation incorporated under section 2 may operate within the boundaries of a lower-tier municipality that forms part of an upper-tier municipality for municipal purposes without the agreement of the upper-tier municipality if the corporation’s purpose is to provide a system, service or thing that the lower-tier municipality itself could provide.

(4) Subsections (1) to (3) do not apply to the operation of a corporation incorporated under section 2 within the boundaries of the City.

Powers of corporation, limitations

13. (1) A corporation incorporated under section 2 shall not carry on any business or activity that Build Toronto itself could not carry on.

(2) A corporation incorporated under section 2 shall not do any of the following without the approval of the City and Build Toronto:

1. Taking or instituting proceedings for any winding up, arrangement, reorganization or dissolution of the corporation.

2. Creating new classes of shares or reorganizing, consolidating, subdividing or otherwise changing its outstanding securities.

3. Selling or otherwise disposing of all or substantially all of its assets or undertakings.

4. Entering into any other transaction or taking any other action that requires shareholder approval under the Business Corporations Act.

(3) Despite subsection (2), the approval of the City to do something mentioned in paragraphs 1 to 4 of that subsection is not required if the City expressly authorizes Build Toronto to approve it in a declaration made under clause 2 (b).

Amendments to corporate documents

14. A corporation incorporated under section 2 shall not submit articles of amendment or any other articles or supplementary letters patent under any Act unless Build Toronto has first adopted a business case study in relation to the proposed amendment, articles or supplementary letters patent.

Limitation on actions of corporation

15. (1) A corporation incorporated under section 2 shall not act as an incorporator of another corporate body that is incorporated under any Act.

(2) A corporation incorporated under section 2 may only invest in securities prescribed as eligible investments for the City under section 256 of the Act.

(3) Nothing in subsection (2) prevents a corporation incorporated under section 2 from acquiring, holding or disposing of securities of any person in connection with,

(a) the lending of money by the corporation;

(b) the sale or transfer by Build Toronto of land or an interest in land acquired by Build Toronto from the City or from any other person; or

(c) the sale or transfer by the corporation of land or an interest in land sold or transferred to the corporation by Build Toronto.

Market value sale or transfer by corporation

16. If Build Toronto sells or transfers land or an interest in land to a corporation incorporated under section 2, the corporation may only sell or transfer the land or interest in land at fair market value, except if the sale or transfer is to the City or Build Toronto.

Build Toronto as sole shareholder

17. A corporation incorporated under section 2 shall not issue shares in the corporation to any person except Build Toronto.

Commencement

18. This Regulation comes into force on the day it is filed.