The Ontario government is providing some temporary legislative changes to the Ontario Corporations Act such that irrespective of your governing documents an OCA corporation can hold virtual meetings until December 31, 2021.

Here is the note from the Ontario government:

Virtual meetings and deferred annual meetings

The amendments permit corporations governed under one of the acts listed above to call and hold meetings virtually (as applicable) and to defer annual meetings until a later date (after the emergency period) in some circumstances.

The amendments:

• permit corporations governed under the Business Corporations Act, Co-operative Corporations Act, Condominium Act, 1998 and Corporations Act, to call and hold meetings virtually, as applicable, including by permitting certain requirements related to enabling virtual meetings, notwithstanding current requirements
• extended the time period that corporations governed under these four acts must hold annual meetings, in specified circumstances

We have extended some of the temporary legislative provisions to allow corporations governed under one of these four Acts to continue to hold meetings virtually until December 31, 2021:

• Business Corporations Act
• Co-operative Corporations Act
• Condominium Act, 1998
• Corporations Act

This will help businesses conduct meetings while practising physical distancing.

Regulation – LGIC

1. EXTENSION OF TEMPORARY SUSPENSION PERIOD – BUSINESS CORPORATIONS ACT 2. EXTENSION OF TEMPORARY SUSPENSION PERIOD – CORPORATIONS ACT 3. EXTENSION OF TEMPORARY SUSPENSION PERIOD – CO-OPERATIVE CORPORATIONS ACT 4. EXTENSION OF TEMPORARY SUSPENSION PERIOD – CONDOMINIUM ACT, 1998

Regulation Number(s):

O. Reg. 542/20
O. Reg. 544/20
O. Reg. 543/20
O. Reg. 541/20

Instrument Type:

Regulation – LGIC

Bill or Act:

Business Corporations Act; Corporations Act; Co-operative Corporations Act; Condominium Act, 1998

Summary of Decision:

These regulatory amendments extend the effective period of the temporary legislative provisions related to virtual meetings until December 31, 2021 (pending any further potential extensions).

Analysis of Regulatory Impact:

N/A

Further Information:

 Click to open COVID-19: changes to meetings and business operations

Proposal Number:

21-MGCS008

Posting Date:

Summary of Proposal:

Since the state of emergency declared under the Emergency Management and Civil Protection Act was terminated on July 24, 2020, the ministry heard from a variety of stakeholders that corporations require an extension of temporary legislative provisions that were put in place to enable certain corporations to call and hold virtual meetings, notwithstanding certain restrictions or requirements. The legislative provisions were made effective during a “temporary suspension period” only, defined as the period of the emergency and a 120-day period following the termination of the declared emergency, plus any additional periods as established by regulation. These temporary amendments were made to the Business Corporations Act, the Corporations Act, the Co-operative Corporations Act, and the Condominium Act, 1998.

Regulations were filed on October 1, 2020 that extended the effective period of the temporary legislative provisions related to virtual meetings until May 31, 2021. The recently filed amending regulations further extend the effective period of the temporary legislative provisions related to virtual meetings until December 31, 2021 (pending any further potential extensions).

Contact Address:

Policy, Planning and Oversight Division
6th Flr, 56 Wellesley St. W.
Toronto, ON
M7A 1C1

Effective Date:

April 6, 2021

Decision:

Approved