On May 12, 2020, Ontario’s declaration of emergency was extended until June 2nd, with the goal of ensuring the province’s ability to maintain the necessary tools and healthcare capacities to contain COVID-19 while businesses and the economy gradually reopen.
On the same day, Bill 190, or the COVID-19 Response and Reforms to Modernize Ontario Act, 2020, was passed, enacting one new piece of legislation and amending 14 other business-related statutes with the aim of addressing public health and safety concerns, such as the need for physical distancing, during the pandemic.
In addition to allowing for corporations to call and hold director and shareholder meetings virtually and extending the time period in which annual meetings must be held, which are topics discussed in my previous blogs here and here, Bill 190 facilitates the electronic filing of business registration documents, permits the Ministry of Government and Consumer Services to accept copies (as opposed to requiring originals) of business registration documents and e-signatures and allows for the remote commissioning and notarization of documents.
A summary of the newly enacted legislation and various statutes affected by Bill 190 are provided below.
Alternative Filing Methods for Business Act, 2020
Bill 190 enacts the Alternative Filing Methods for Business Act, 2020 so that documents required or permitted to be filed in person or by mail under certain business statutes may be filed by alternative methods instead; further the Act allows for electronic signatures and electronic copies in respect of certain documents. The business statutes that are affected by this new legislation include:
- Business Corporations Act
- Business Names Act
- Corporations Act
- Co-operative Corporations Act
- Corporations Information Act
- Extra-Provincial Corporations Act and
- Limited Partnerships Act
Business Corporations Act and Corporations Act
Bill 190 amends both the Business Corporations Act and the Corporations Act by providing various replacement provisions during the temporary suspension period, being the duration of the emergency commencing on March 17, 2020 and ending on the 120th day after the declared emergency is terminated; however, if applicable, the temporary suspension period may be extended for a further duration of time immediately following the end of the 120-day period, as prescribed by the regulations.
Additionally, the replacement provisions address matters such as information to be provided before an annual meeting, time extensions for annual meetings, holding of meetings by telephone or other electronic means, and notification requirements for meetings, all of which were previously set out in an order filed as Ontario Regulation 107/20 (as discussed in my blogs which can be found here and here).
The amendments made to the Business Corporations Act and the Corporations Act are retroactive to March 17, 2020 and the previous Ontario Regulation 107/20 is deemed to be revoked on the same date.
Commissioners for Taking Affidavits Act
The Commissioners for Taking Affidavits Act is most notably amended to provide that an oath or declaration may be taken by a deponent or declarant in accordance with the regulations without being in the physical presence of a commissioner, notary public or other person administering the oath or declaration.
Correspondingly, the Notaries Act is amended to provide that despite any requirement in law to exercise his or her powers in a person’s physical presence, a notary public may, in accordance with the regulations, exercise his or her powers without being in the person’s physical presence. Various other amendments are made to modify the terms for appointing and reappointing notaries public as well.
The full text to Bill 190, the COVID-19 Response and Reforms to Modernize Ontario Act, 2020, can be found here.