COVID-19 Corporate Update
September 2020 Charity & NFP Law Update
Published on September 30, 2020

By Theresa L.M. Man

Ontario Temporary Relief Measures Coming to an End

In an email to stakeholders on September 8, 2020, the Ministry of Government and Consumer Services provided a reminder that the temporary amendments to Ontario legislation, enacted in the COVID-19 Response and Reforms to Modernize Ontario Act, 2020, will be expiring soon. The expiration of the temporary relief comes as a result of the termination of Ontario’s declared emergency as of July 24, 2020, pursuant to the Reopening Ontario (A Flexible Response to COVID-19) Act, 2020.

These temporary amendments, discussed in the May 2020 Charity & NFP Law Update, provide relief to Corporations Act (“OCA”) and Co-operative Corporations Act (“CCA”) corporations during the COVID-19 pandemic by allowing them to defer their annual general meetings (“AGMs”) in certain circumstances, as follows:

  • If the AGM was originally required to be held during the state of emergency in Ontario (i.e. March 17, 2020 to July 24, 2020), the AGM could be delayed until no later than the 90th day after the day the state of emergency is terminated (i.e. October 22, 2020).
  • If the AGM was originally required to be held within 30 days after the state of emergency is terminated (i.e. July 24, 2020 to August 23, 2020), the AGM can be delayed to no later than the 120th day after the day the emergency is terminated (i.e. November 21, 2020).  
  • If the AGM was originally required to be held more than 30 days after the state of emergency is terminated (i.e. after August 23, 2020), no extension would be granted. 

The Ministry also indicated that there would be no further extensions to timelines for AGMs because AGMs are an essential component of the democratic functions and self-governance of corporations, and represent an important opportunity for members to raise issues and to monitor the fiscal health, performance and governance of their corporations.

The COVID-19 Response and Reforms to Modernize Ontario Act, 2020 also temporarily amends the OCA and CCA to permit corporations to call and hold meetings electronically, despite any provision in the letters patent, supplementary letters patent or by-laws that provides otherwise. As indicated by the Ministry, this relief will terminate on the 120th day after the day the emergency is terminated (i.e. November 21, 2020), unless further extended by regulation. Additionally, the Ministry indicated that it is exploring other options to extend this period to permit corporations to conduct AGMs by electronic means, and will provide updates as they become available.

Read the September 2020 Charity & NFP Law Update