The Government of Ontario has temporarily extended the time frame in which a corporation existing under the provisions of the Business Corporations Act (Ontario) (OBCA) is required to hold its annual meeting of shareholders and provided an exemption for corporations to hold virtual meetings despite any restrictions in the articles or by-laws.
The details of the order are as follows:
OBCA Requirement | Relief |
Shareholders’ meetings
A corporation is required to call an annual meeting of shareholders not later than 18 months after the corporation comes into existence and subsequently not later than 15 months after holding the last preceding annual meeting. |
Shareholders’ meetings, time extension
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Meeting by electronic means
A corporation is generally permitted to hold a shareholder meeting by telephonic or electronic means to the extent allowed under the articles and by-laws of the corporation. |
Meeting by electronic means
Despite any provision in the articles or the by-laws of a corporation that provides otherwise, a shareholder meeting may be held by telephonic or electronic means and a shareholder who, through those means, votes at the meeting or establishes a communications link to the meeting shall be deemed to be present at the meeting. |