On May 12, 2020 the Ontario Government announced it had extended the Declaration of Emergency and all of its emergency measures under the Emergency Management and Civil Protection Act (the “EMCP”) to prevent the spread of COVID-19 and give the province more time to safely reopen businesses, services, and amenities. The Declaration of Emergency has been extended until June 2, 2020.
The Ontario Government has now released over 80 sector-specific guidelines to help employers prepare their workplaces for reopening. The guidelines, accessible here, now include guidance for curb-side pick up and delivery services. We reported on these guidelines in our previous blog post, here.
On May 12, 2020 the Ontario Government also passed the COVID-19 Response and Reforms to Modernize Ontario Act, 2020 (the “Act”). The Act creates or amends provincial legislation with the goal of helping people conduct business while practising physical distancing.
Among other changes, the Act creates or amends the following:
Alternative Filing Methods for Business Act, 2020
Schedule 1 of the Act creates the Alternative Filing Methods of Business Act, 2020 (the “AFMB”). The AFMB allows documents that are required to be filed by in-person delivery or mail with the Minister, Director or Registrar under certain business statutes to now be filed via alternative methods. The AFMB also permits electronic signatures and electronic copies of certain documents to be used.
The AFMB applies to the following:
- the Business Corporations Act,
- the Business Names Act,
- the Corporations Act,
- the Co-operative Corporations Act,
- the Corporations Information Act,
- the Extra-Provincial Corporations Act,
- the Limited Partnerships Act, or
- any other prescribed act.
Business Corporations Act (OBCA), Co-operative Corporations Act, and the Corporations Act
Schedule 2, 6, and 7 of the Act temporarily suspends portions of the OBCA, the Co-operative Corporations Act, and the Corporations Act, respectively, and establishes replacement provisions that will apply during this temporary suspension period.
The replacement provisions address, among other issues, the following:
- information that must be laid before an annual meeting;
- extending the time period in which a corporation or co-operative corporation must hold an annual meeting in specified circumstances;
- allowing the holding of meetings of shareholders and directors by telephonic, electronic and other means; and,
- ·notification requirements for meetings.
These acts have also been amended to allow electronic signatures on certain documents, to permit for copies of certain documents to be used instead of originals, and to accommodate alternative methods of filing under the AFMB. These amendments are retroactive to March 17, 2020.
The temporary suspension period for each of these Schedules is the period of the Declaration of Emergency that was first declared on March 17, 2020. The temporary suspension period will end on the 120th day after the day the declared emergency is terminated, unless a further 120 day extension is prescribed by regulation.
Business Names Act
Schedule 3 of the Act allows for electronic signatures on certain documents, to permit for copies of certain documents to be used instead of originals, and accommodates alternative methods of filing under the AFMB.
Amendments similar to the above were also made to the Corporations Information Act via Schedule 8 of the Act, to the Extra-Provincial Corporations Act via Schedule 10 of the Act, and to the Not-For-Profit Corporations Act, 2010 via Schedule 14 of the Act.
Our firm will continue to provide you with updates as the Ontario Government’s response to the COVID-19 pandemic evolves.
The foregoing is for informational purposes only and should in no way be relied upon as legal advice. For legal advice tailored to your circumstances and business, please contact any of SOM LLP’s lawyers by email or telephone.