The BC government has provided temporary relief from the requirement under the Business Corporations Act (British Columbia) (the BCBCA) for shareholder meetings be held at a physical location.
A company incorporated under the BCBCA may now hold a fully “virtual” shareholder meeting using conference telephone, video conference systems or other communications medium without designating a physical location for the meeting. This relief applies despite any restrictions or contrary provisions in a company’s articles.
A virtual meeting must be held through a communications medium that enables all participants at the meeting to communicate with each other, and, if applicable, vote at the meeting. The person responsible for holding the meeting (which would in most cases be the chair appointed for the purposes of the meeting) must facilitate the use of the communications medium, and the notice of the meeting must provide instructions for attending at or participating in the meeting by the communications medium, including, if applicable, instructions for how to vote at the meeting.
These measures have been implemented through a Ministerial Order under the Emergency Programs Act in connection with the state of emergency imposed in BC from the COVID-19 pandemic. The relief measures will remain in effect until the expiry or cancellation of the state of emergency.