On May 12, 2020, the Government of Ontario’s Bill 190 received Royal Assent. Bill 190, titled COVID-19 Response and Reforms to Modernize Ontario Act, 2020, represents the Government’s effort to address public health and safety concerns by, among other things, easing documentary and meeting requirements for businesses during the current period of emergency. Most of the relaxations apply temporarily during the Declaration of Emergency that began on March 17, 2020 and extend to the 120th day after the declared emergency ends.

The Alternative Filing Methods for Business Act, 2020 (“AFMBA”), which is enacted under Bill 190, permits alternative filing methods and electronic signatures under the following business statutes:

• 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; and
• the Not-for-Profit Corporations Act, 2010.

Allowances under the AFMBA are subject to requirements established under each of the above business statutes but generally provide that:

• certain documents required or permitted to be filed by in-person delivery or mail may be filed by alternative methods under the AFMBA;
• electronic signatures and electronic copies in respect of certain documents are permitted; and 
• copies of certain documents may be used in place of originals.

Bill 190 also temporarily amends the above-listed business statutes to:

• in specified circumstances, extend the time period in which a corporation or co-operative must hold annual meetings;
• allow the holding of meetings of shareholders, members, and directors by telephonic or electronic means; and 
• allow voting at meetings by alternate means (i.e. other than show of hands or ballot).

The amendments also address information that must be circulated before an annual meeting and notification requirements for such meetings.

Lastly, Bill 190 amends the Commissioners for taking Affidavits Act and the Notaries Act by providing circumstances in which a commissioner or notary public need not be in the physical presence of the person with respect to whom the commissioner or notary public is exercising his or her powers.

If you have any questions on how Bill 190 impacts your business, we can help. Let’s Chat!