Offering Corporation | Practical Law

Offering Corporation | Practical Law

Offering Corporation

Offering Corporation

Practical Law Canada Glossary 1-562-4177 (Approx. 2 pages)

Glossary

Offering Corporation

The Ontario Business Corporations Act (OBCA) defines an offering corporation as a corporation that is offering its securities to the public. An OBCA corporation is deemed to offer its securities to the public when it has:
  • Filed a prospectus or statement of material facts under the Ontario Securities Act in respect of its securities and such securities are still outstanding or any securities into which such securities have been converted are still outstanding.
  • At any time since May 1, 1967, had any of its securities posted for trading on any stock exchange in Ontario.
An offering corporation can apply to the Ontario Securities Commission (OSC) for an overriding order deeming it to have ceased to be offering its securities to the public. The OSC issues the exempting order if it is not prejudicial to the public interest.
The analogous term under the Canada Business Corporations Act (CBCA) is distributing corporation. An offering corporation (or a distributing corporation under the CBCA) is often colloquially called a public corporation. A non-offering corporation (or a non-distributing corporation under the CBCA) is often called a private corporation.
The OBCA subjects offering corporations to many rules not applicable to non-offering corporations. These include a having a minimum of three directors at least two of whom are not officers or employees of the corporation or an affiliate, a mandatory annual audit and an audit committee.