Ontario ULCs - Proposal for bringing ULCs to Ontario

*This article appeared in the October 2015 issue of Corporate Financing, vol. XX, no. 2, and was written by Martin Kovnats, Jeffrey Merk and Andrew Magnus.

For more than two decades, the unlimited liability company (a “ULC”) has become a popular corporate vehicle for facilitating cross-border operations and investments into Canada, especially from the United States (the “US”). Currently, the corporate statutes of only three Canadian provinces, Nova Scotia, Alberta and British Columbia, allow for the incorporation of ULCs. In recent years there has been significant discussion in Ontario about reforming Ontario’s business corporations statute, the Business Corporations Act (Ontario) (the “OBCA”), to allow for, among other things, the incorporation of ULCs. In February 2015, the Minister of Government and Consumer Services for Ontario asked a panel of business law experts to provide the Ontario government with a list of recommendations aimed at making Ontario a more attractive choice for operations and investment. One recommendation from this panel was to revised the OBCA to permit the incorporation of ULCs.

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