O. Reg. 24/15: CORPORATIONS INCORPORATED BY BUILD TORONTO

Link to law: http://www.ontario.ca/laws/regulation/r15024
Published: 2015-02-04

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ontario regulation 24/15

made under the

City of Toronto Act, 2006

Made: January 28, 2015
Filed: February 4, 2015
Published on e-Laws: February 4, 2015
Printed in The Ontario Gazette:  February 21, 2015

Amending O. Reg. 295/09

(CORPORATIONS INCORPORATED BY BUILD TORONTO)

1. Subsection 6 (1) of Ontario Regulation 295/09 is amended by adding “or a corporation incorporated under section 2” at the end.

2. Section 8 of the Regulation is revoked.

3. Section 9 of the Regulation is revoked and the following substituted:

Assistance to Build Toronto

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

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

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

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

(ii) the capitalization of Build Toronto or of a corporation incorporated under section 2, or

(iii) facilitating the financing of Build Toronto’s real estate development and redevelopment activities.

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

(3) The type of assistance that may be provided under subclause (1) (b) (ii) 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 type of assistance that may be provided under subclause (1) (b) (iii) is guaranteeing Build Toronto’s borrowing.

(5) The City may give a guarantee under subclause (1) (b) (iii) only if the following conditions are met:

1. The City’s total potential liability, as determined under subsection (6), does not exceed $160,000,000 as of the date the guarantee is given.

2. The guarantee is for a term not exceeding five years.

3. The guarantee is supported by a resolution of the City council.

4. The guarantee is given before March 1, 2020.

5. The guarantee limits the City’s potential liability under the guarantee to a fixed amount.

(6) For the purposes of paragraph 1 of subsection (5), the City’s total potential liability is the sum of the fixed amount limits required under paragraph 5 of subsection (5) for all guarantees given under subclause (1) (b) (iii), including guarantees that have expired or been terminated.

(7) Assistance provided under this section need not be at fair market value.

Assistance to corporation incorporated under s. 2

9.1 (1) Despite section 82 of the Act, the City may provide assistance to a corporation incorporated under section 2 by transferring or selling land or an interest in land to the corporation if,

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

(b) a resolution of the City council states that the land or interest in land is surplus to the needs of the City.

(2) Assistance provided under this section need not be at fair market value.

Annual report

9.2 (1) Within 180 days after the start of each fiscal year, Build Toronto shall prepare and present to the City council an annual report for the preceding fiscal year that includes,

(a) audited estimates as of the date of the report of,

(i) the total credit available under all loan agreements for which a guarantee has been given under subclause 9 (1) (b) (iii), and

(ii) the total principal amount that remains owing under all loan agreements for which a guarantee has been given under subclause 9 (1) (b) (iii);

(b) the appraised fair market value, as of the date of the report, of any land whose development or redevelopment is being or was facilitated by a guarantee given under subclause 9 (1) (b) (iii);

(c) a financial projection of Build Toronto’s revenues and expenditures for the current fiscal year, including an assessment of Build Toronto’s ability to service its existing and projected debt and other financial obligations during that fiscal year;

(d) a list identifying each loan for which a guarantee was given under subclause 9 (1) (b) (iii) and, with respect to each loan,

(i) the lender,

(ii) the date the loan agreement was made,

(iii) as of the date of the report, the available credit and the principal amount owing,

(iv) the date on which all principal must be repaid,

(v) the interest rate, fees, charges and value of any other consideration payable to the lender for the loan,

(vi) a description of any security given for the loan, and

(vii) the purpose of the loan; and

(e) a copy of Build Toronto’s audited financial statements for the preceding fiscal year.

(2) The report shall highlight any changes from the previous report under this section.

Prohibition on issuing, transferring shares

9.3 While any guarantees under subclause 9 (1) (b) (iii) remain outstanding,

(a) Build Toronto shall not issue shares to any person other than the City; and

(b) the City shall not sell or otherwise transfer any interest in shares of Build Toronto held by the City.

4. The Regulation is amended by adding the following section before the heading “Rules for Corporations Incorporated Under Section 2”:

Result of non-compliance

10.1 The following matter may be considered sufficient cause under any Act to cancel the certificate of incorporation of Build Toronto:

1. Build Toronto does not meet the requirements of this Regulation.

5. Clause 15 (3) (c) of the Regulation is amended by striking out “by Build Toronto” at the end and substituting “by the City or Build Toronto”.

6. Section 16 of the Regulation is amended by striking out “If Build Toronto” at the beginning and substituting “If the City or Build Toronto”.

7. Section 18 of the Regulation is revoked and the following substituted:

Result of non-compliance

18. (1) Any of the following matters may be considered sufficient cause under any Act to cancel the certificate of incorporation, letters patent or supplementary letters patent of a corporation incorporated under section 2:

1. The corporation does not meet the requirements of this Regulation.

2. A certificate is issued under the Business Corporations Act or any other Act under which Build Toronto establishes a corporation that is inconsistent with this Regulation.

3. Letters patent or supplementary letters patent are granted under any Act that are inconsistent with this Regulation.

4. The corporation acts outside the purposes to which it is restricted by its articles or letters patent.

(2) The following matter may be considered sufficient cause under any Act to cancel the certificate of incorporation of Build Toronto:

1. The City does not meet the requirements of subsection 9 (5) or section 9.3.

Revocation

8. The following provisions of this Regulation are revoked:

1. Subclause 9 (1) (b) (iii), as remade by section 3.

2. Subsections 9 (4), as remade by section 3, and 9 (5) and (6), as made by section 3.

3. Sections 9.2 and 9.3, as made by section 3.

4. Subsection 18 (2), as made by section 7.

Commencement

9. (1) Subject to subsection (2), this Regulation comes into force on the day it is filed.

(2) Section 8 comes into force on March 1, 2025.