Legislative changes allow corporations to operate virtually and electronically
May 22, 2020 11:30 A.M. Ministry of Government and Consumer Services
TORONTO -The Government of Ontario is making it easier for people to conduct business and practice physical distancing in the new COVID-19 environment. The province is permitting Ontario corporations to conduct virtual meetings and to defer certain annual meetings in specified circumstances and is allowing the Ministry of Government and Consumer Services to accept copies of documents, electronic signatures on documents, and electronic filing of documents. These changes are part of COVID-19 Response and Reforms to Modernize Ontario Act, 2020.
"The COVID-19 outbreak has forced change upon everyone in order to adhere to public health measures and to flatten the curve," said Lisa Thompson, Minister of Government and Consumer Services. "The reality is, we must balance the need to practice physical distancing with the need to conduct business each and every day. These legislative changes will provide corporations with an opportunity to rethink how they operate in the new normal and be more efficient in the future."
Providing temporary flexibility to hold meetings virtually, defer annual meetings in specified circumstances, and submit e-filings will help Ontario corporations to safely meet their obligations during the COVID-19 outbreak while reducing the number of touchpoints needed to file documentation. Additionally, the COVID-19 Response and Reforms to Modernize Ontario Act, 2020 will permanently allow the Ministry to accept copies of documents signed by electronic signature, providing greater flexibility to businesses moving forward.
The government has consulted with the Business Law Modernization and Burden Reduction Council on these legislative amendments to address corporate and business law issues during the pandemic. The Council is a group of legal experts appointed by the Minister of Government and Consumer Services to advise on modernizing Ontario's business laws, some of which have not changed in over ten years.
The government also consulted with key businesses, condominium corporation sector stakeholders, and co-operative corporation sector stakeholders.
"I want to thank all of the stakeholders and advisors who have taken the time to provide feedback and actionable solutions during the COVID-19 outbreak," said Minister Thompson. "By working together, we are able to navigate our way through what are clearly unchartered waters."
Quick Facts
- Legislative amendments to the Corporations Act, the Business Corporations Act, the Co-operative Corporations Act and the Condominium Act, 1998 related to virtual meetings and the deferral of annual meetings in some circumstances, are in force and retroactive to March 17, 2020, the day the Declaration of Emergency came into effect.
- To enable businesses to file copies of documents, documents signed by electronic signature and temporary electronic filing to the Ministry, the Alternative Filing Methods for Business Act was introduced along with legislative amendments to the Business Corporations Act, Business Names Act, Corporations Act, Corporations Information Act, Co-operative Corporations Act, Extra-Provincial Corporations Act, Limited Partnerships Act, and the unproclaimed Not-for-Profit Corporations Act, 2010 (to take effect upon proclamation).
- The Business Law Modernization and Burden Reduction Council is a short-term advisory body comprising eight members that have provided recommendations to the government on business law matters since February 2019.