23 June 2020 - On 12^th May 2020, the Government of Ontario adopted Bill 190, COVID-19 Response and Reforms to Modernize Ontario Act, 2020 (the Bill), which temporarily amends numerous provisions of the Business Corporations Act (Ontario) (the OBCA) and thereby provides support to Ontario businesses during this challenging period.

This briefing sets out key amendments that OBCA corporations can rely on in order to ensure corporate compliance.

Electronic Filings and Signatures

The Bill enacts the Alternative Filing Methods for Business Act, 2020, which allows alternative filing methods for documents that are required to be filed by in-person delivery or mail. Electronic signatures can now be used for execution of certain documents and original documentation is no longer required for some business transactions.

Annual Financial Statements

The OBCA regulation on directors’ duty to present financial information to the shareholders within a six month period after the fiscal year end has been suspended and replaced by a new temporary provision.

Holding Shareholders’ meetings

For shareholders meetings, the Bill enacts the following temporary amendments and clarifications:

1. Virtual Meetings

Corporations are now able to hold virtual shareholders’ meetings entirely by telephonic or electronic means, even if the provisions in the corporation’s articles or bylaws provide otherwise. 

2. Notice of Meeting

The new or amended notice of the upcoming virtual shareholders’ meeting is not needed, in the event that changes are made to the date, time or place of such meeting. The only precondition is to ensure that the persons entitled to receive such notice are duly informed of the change.

3. Extended Meeting Deadlines

Under the temporary provisions and clarifications, the OBCA corporation may hold its annual general meeting:

a. Any time before the 90^th day after the declaration of emergency is terminated, in the case where the last day on which the annual meeting is required to be held falls during the period that the declaration of emergency is in force.

b. Any time before the 120^th day after the declaration of emergency is terminated, if the last day on which the annual meeting is required to be held on falls within the 30-day period that starts on the day after the current declaration of emergency is terminated.

c. On any date provided by the extended meeting deadlines or at a time that enables the OBCA corporation to comply with the extended meeting deadlines and that is reasonable in the circumstances.