Today, the Government of Ontario passed legislative amendments in the COVID-19 Response and Reforms to Modernize Ontario Act, 2020 that will provide relief and flexibility to different types of corporations and businesses in Ontario, as a result of the declared emergency.
These legislative amendments will enable Ontario businesses and corporations to call and hold virtual meetings, defer annual meetings in some circumstances, utilize electronic signatures, and file documents electronically. It will also allow the use of electronic chattels under the PPSA. The OBA has advocated for the Ontario Government to make many of these changes as in response to the challenges presented by COVID-19 and as part of our ongoing business modernization efforts.
Electronic chattel paper
The OBA has advocated for the proclamation of Legislative amendments that were made to the Personal Property Security Act (PPSA) in 2019 to allow for the perfection of security interests by control of electronic chattel paper and set out related priority and other rules. This is in addition to the rules for perfection by possession of physical hard copy chattel paper or perfection by registration that is already provided for under the PPSA.
The OBA is pleased that these amendments to the PPSA will be proclaimed into force on May 15th, 2020.
Electronic Beneficiary Designations
The Act also amends the Succession Law Reform Act to provide that certain designations of a person to receive a benefit payable under a plan on the participant’s death may be provided electronically. The OBA has consistently advocated amendments to allow electronic beneficiary designations. This amendment came into force today.
Document copies, electronic signatures, and electronic filings
Legislative amendments have been made to the OBCA, Business Names Act (BNA), CCA, Corporations Information Act (CIA), CA, Limited Partnerships Act (LPA), and Extra-Provincial Corporations Act (EPCA) related to document copies, electronic signatures, and electronic filings.
This includes allowing businesses and not-for-profits to submit:
- Copies of articles, applications, and other documents under the Business Corporations Act, Business Names Act, Corporations Act, Corporations Information Act, Co-operative Corporations Act, Limited Partnerships Act, and the Extra-Provincial Corporations Act. Copies of documents required to accompany these filings may also be submitted.
- Documents signed by electronic signatures instead of original signatures as part of their filings under the Business Corporations Act, Business Names Act, Corporations Act, Corporations Information Act, Co-operative Corporations Act, Limited Partnerships Act, and the Extra-Provincial Corporations Act.
- Documents to be filed by an electronic method (e.g., email) that is specified by the Minister, Director, or Registrar.
These legislative amendments took effect on Royal Assent which occurred today and are permanent.
Commissioners for Taking Affidavits Act and Notaries Act
Bill 190 amends these acts to allow for the circumstances and manner of remote or virtual commissioning and notarization, which would be established in regulation. The amendments also allow paralegals, as licensees regulated by the Law Society, to be appointed as notaries in the same manner as lawyers (i.e. without the current examination requirement). The OBA has previously advocated for the expanded use of technology that enhances justice system efficiency and permits greater access to services but also that the use of such technologies must adequately protect against fraud and undue influence. We will continue working with members to ensure that the necessary regulations meet these objectives and adequately protect the public interest.
Virtual meetings and annual meetings
Temporary legislative amendments have been made to the Business Corporations Act (OBCA), Co-operative Corporations Act (CCA), Condominium Act, 1998 (Condo Act), and Corporations Act (CA) related to virtual meetings and the deferral of annual meetings in some circumstances.
More specifically, these temporary legislative amendments:
- Permit corporations governed under these four Acts to call and hold meetings virtually, as applicable, including by addressing related matters to facilitate virtual meetings, notwithstanding current requirements; and
- Extend the time period in which corporations governed under these four Acts must hold annual meetings, in specified circumstances.
These temporary legislative amendments to the OBCA, CCA, Condo Act, and CA generally replicate and replace Emergency Order O. Reg. 107/20. They are in force and retroactive to March 17, 2020, the day the Declaration of Emergency came into effect.
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