On May 12th 2020 the Ontario Government not only extended the province's declaration of emergencies, but also passed Bill 190, the COVID-19 Response and Reforms to Modernize Ontario Act, 2020 (Bill 190). Bill 190 makes slight, but significant, changes to many statutes to provide flexibility and relief to businesses and corporations at a time when many industries are facing the challenge of adapting and modernizing their day-to-day business practices as a result of the ongoing pandemic.
Notable developments relating to business procedures, as set out in Bill 190, are summarized below.
Alternative Document Procedures
Schedule 1 of Bill 190 enacts the Alternative Filings Methods Act, 2020 which provides businesses and corporations with an alternative method to file documents that would have otherwise required or permitted in-person or mail delivery.
To address public safety concerns, legislative amendments have been made to help businesses comply with various rules and procedures as they continue to open and operate. Amongst the changes, businesses and not-for-profits are now permitted to:
- submit copies of articles, applications and other documents including copies of documents required to accompany filings;
- submit documents signed by electronic signatures instead of original signatures as part of their filings; and
- file documents by an electronic method such as email, that is specified by the minister, director, or registrar.
These legislative amendments received royal assent on May 12th, 2020 and are permanent. The Ontario business statutes that have been amended to reflect the Alternative Filings Methods Act, 2020 include:
- Business Corporations Act (OBCA)
- Business Names Act
- Corporations Act (CA)
- Corporations Information Act
- Co-operative Corporations Act (CCA)
- Limited Partnerships Act
- Extra-Provincial Corporations Act
Temporary Flexibility Regarding Meetings
Bill 190 also implemented temporary measures, retroactive to March 17, 2020, which will remain in place until the 120th day after the declared emergency.
The new and temporary legislative amendments made to the OBCA, CCA, CA and Condominium Act, 1998 provide flexibility for corporations governed under these four acts with regard to calling and holding meetings. They also replace, but replicate, the previously filed Ontario Regulation 107/20.
Mainly these amendments:
- extend the time period in which directors of corporations must call and hold annual meetings, in specified circumstances; and
- permit corporations to call and hold meetings virtually, via telephone or other electronic means, as applicable despite current provisions that may require otherwise.
Commissioning and Notarization Developments
Finally, Bill 190 amends the Commissioners for Taking Affidavits Act and the Notaries Act to allow for remote or virtual commissioning and notarization. The amendment to the former now permits for an oath or declaration to be taken by a deponent or declarant, in accordance with regulations, without being in the physical presence of a commissioner, notary public or other person administering the oath or declaration.
Similarly, the Notaries Act has been amended to allow a notary to perform their duties without needing to be in a person's physical presence. Additionally, the amendment now allows for paralegals to be appointed as notaries in the same manner as lawyers.
In summary, the legislative amendments made to the above two acts now make it possible for the:
- commissioning of a document to be remote and virtual; and
- notarization of a document to be remote, virtual, and notarized by a paralegal.
These changes echo a similar directive issued by the Law Society of Ontario in March and are permanent as of May 12th, 2020.
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The amendments made in Bill 190 reflect the government's continued advocacy for an expanded use of technologies that, while adhering to the need to protect against fraud, enhances efficiencies in the justice system and permits greater access to services.
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