On May 12, 2020, the Government of Ontario passed legislation which amends numerous Ontario business laws in an effort to allow businesses to continue to operate while complying with both physical distancing guidelines and legal requirements.
Gowling WLG Focus
The amendments offer much needed flexibility to businesses by providing for the calling and holding of virtual meetings, the deferral of annual meetings, the use of electronic signatures as well as the electronic filing of documents with the Ministry of Government and Consumer Services.
In adopting these provisions, the Ministry consulted with the Business Law Modernization and Burden Reduction Council, which is chaired by Gowling WLG partner, E. Patrick Shea, LSM. The Council continues to advise the Ministry during the COVID-19 pandemic in furtherance of its mandate to update Ontario's business laws.
Virtual Meetings and Annual Meetings
Each of the Business Corporations Act (OBCA), Co-operative Corporations Act (CCA), Condominium Act, 1998 (Condo Act) and Corporations Act have been temporarily amended to allow corporations to call and hold virtual meetings and to defer their annual meetings by extending the time period in which corporations must hold their annual meetings (in certain circumstances). These amendments, which reflect the relief originally provided under the Emergency Management and Civil Protection Act (Ontario) on April 24, 2020, come as welcome news for corporations looking ahead to their annual meetings while navigating these uncertain times. These amendments are retroactive to March 17, 2020.
Please see Gowling WLG's insights on these amendments for the OBCA, Condo Act, and Corporations Act.
Document Copies, Electronic Signatures, and Electronic Filings
The OBCA, Business Names Act, CCA, Corporations Information Act, Corporations Act, Limited Partnerships Act, and Extra-Provincial Corporations Act have each been amended to help businesses avoid in-person contact and maintain physical distancing.
Important changes to these Acts include:
- The Ministry will now accept copies of documents in lieu of originals (i.e., articles, applications, other documents required to be sent to the Ministry under the relevant statute).
- Electronic signatures are now permitted instead of originals provided the electronic signature meets prescribed requirements.
- Electronic filing of documents is now permitted. For e-filing, businesses will need to use the same prescribed, required or approved forms as for paper filing, except they can now be filed by fax or email. We note that documents sent by email will be handled the same way as mailed in documents and therefore will not be processed immediately. If a document is time sensitive then documents should be filed well in advance of the planned effective date, or should be filed in person.
Unfortunately, these alternative filing methods and requirements for documents are still temporary. We are hopeful that these changes will be made permanent.
For detailed information regarding the use of electronic signatures and electronic filing requirements, see the Ministry's notice here.