Corporate Update
January 2021 Charity & NFP Law Update
Published on January 28, 2021

By Theresa L.M. Man

Consultation on Permanent Amendments to Corporate Legislation in Ontario

The government of Ontario is conducting a consultation to seek feedback on potential permanent changes to corporate legislation, including the Ontario Corporations Act (“OCA”), Not-for-Profit Corporations Act, 2010 (“ONCA”), and ­Co-operative Corporations Act (“CCA”) to enable digital and virtual processes in the province.

The COVID-19 Response and Reforms to Modernize Ontario Act, 2020, which received Royal Assent on May 12, 2020, temporarily amended the OCA and CCA to permit virtual meetings and defer AGMs in some circumstances in response to the COVID-19 pandemic as a result of the first emergency declaration on March 17, 2020. While the timeframe for AGMs was not extended after the ending of the first emergency declaration on July 24, 2020, the temporary amendments permitting electronic meetings were extended until May 31, 2021, as discussed in the October 2020 Charity & NFP Law Update.

The government is now seeking input from the public and stakeholders on making these changes permanent, or providing further temporary changes in relation to virtual processes. In this regard, the Ministry of Government and Consumer Services has produced sector-specific feedback forms to canvas the sector on potential permanent amendments to the OCA, ONCA and CCA regarding (1) virtual meetings, (2) electronic delivery of notices and documents, and (3) storage/examination of records through electronic means. For those interested, feedback must be provided by February 8, 2021.

Amendments to Ontario Co-operative Corporations Act

Ontario’s Bill 213, Better for People, Smarter for Business Act, 2020 received Royal Assent on December 8, 2020, introducing changes to various provincial corporate and business-related statutes. Among the changes, Bill 213 amends the Co-operative Corporations Act to include new section 168.1, regarding the availability of a co-operative’s property to satisfy judgments.

Section 168.1 provides that where a co-operative’s property becomes forfeited corporate property, as defined under the Forfeited Corporate Property Act, 2015, as a result of a dissolution, that property will not be available to satisfy a judgment, order, or decision against the co-operative, and cannot be sold in power of sale proceedings. Substantively the same provisions were previously included in section 39 of the Forfeited Corporate Property Act, 2015, and have been repealed from that Act.

Similar provisions regarding the availability of property to which the Escheats Act, 2015 apply have also been included in section 168.1.

Read the January 2021 Charity & NFP Law Update