The Court does not have discretion under the Ontario
Business Corporations Act ("OBCA") to refuse a
shareholder's request for the corporation to produce audited
financial statements. In Lagana v. 2324965 Ontario Inc. et
al. 2022 ONSC 7286, the Superior Court of Justice
held that a shareholder's right to information or material
under the OBCA, including audited financial statements, is clear
and mandatory. Justice Muszynski rejected the corporation's
submissions that the request was unreasonable and not required
under the parties' shareholders' agreement.
This decision will have far-reaching impact for closely-held
corporations because it opens the door for shareholders to require
audits of the corporation's financial statements, even where
the shareholders have not agreed to do so. Audited financial
statements are often not prepared in closely-held corporations due
to the expense involved and the fact that the shareholders are
often family or friends who start the
