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Bill 154 passed third reading on November 1, 2017 and received
Royal Assent on November 14, 2017.
We previously reported on Bill 154's proposed amendments to
the Corporations Act and Not-for-Profit Corporations
Act. The Bill passed with no substantive change from the
version of the Bill that was first introduced. See our
previous bulletin detailing the changes.
The changes to the Corporations Act (Ontario)
highlighted in our previous bulletin will be effective as
follows:
Effective from November 14, 2017
Effective January 13, 2018 (60 days from date of Royal
Assent)
Members meetings can be held by tele- or video-conference
Directors need not be members if so provided in the
by-laws
Directors can be removed by majority rather than two-thirds
vote
Clarification that charities laws and other laws that govern a
not-for-profit will prevail if there is a conflict between
the Corporations Act (Ontario) and that other law
Corporations permitted to adopt pre-incorporation contracts
entered into on behalf of the corporation
Amendments setting out duties and standard of care of directors
and officers
Amendments that clarify that not-for-profit corporations have
the capacity, rights, powers and privileges of a natural
person
Option to opt out of audit requirements for small corporations
in certain circumstances
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
