On May 12, 2020 the Government of Ontario passed COVID-19 Response and Reforms to Modernize Ontario Act, 2020 (the “Act”). This omnibus legislation makes temporary changes to various Ontario business statues and provides not-for-profit corporations with flexibility in meeting corporate requirements during the period of declared emergency. Affected statutes include Ontario’s Corporations Act, Business Names Act, Corporations Information Act and others.
Alternative Filing Methods for Business Act, 2020
Schedule 1 of the Act enacts the Alternative Filing Methods for Business Act, 2020. To address physical distancing measures and public health concerns, this new temporary legislation permits certain documents typically required or permitted to be filed in-person or by mail under various business statutes, including the Corporations Act, Business Names Act and Corporations Information Act to instead be filed by electronic means. It also allows for electronic signatures and copies of documents to be filed, instead of originals. The Alternative Filing Methods for Business Act, 2020 is temporary and will be revoked on a day to be proclaimed by the Lieutenant Governor.
Ministry of Government and Consumer Services Notice
The Ministry of Government and Consumer Services (“MGCS”) issued a Notice on Filing Methods and Requirements (“Notice”), providing additional information on document filing methods and requirements, including requirements for electronic signatures and copies.
The Notice clarifies that businesses and not-for-profit corporations are permitted to file documents signed by electronic signature, file copies of documents (instead of originals) and to file documents by email or fax that are otherwise required or permitted to be mailed or delivered in-person under the various business statutes covered by the Act, including the Corporations Act, Business Names Act and Corporations Information Act. Such documents include any articles, notices, declarations, applications and accompanying documents. The Notice provides additional details on filing requirements that should be followed by corporations when making filings with the MGCS.
Additional Changes to the Corporations Act
Schedule 7 of the Act adds a new Part VIII to the Corporations Act, providing that certain provisions of the Corporations Act are temporarily suspended and that replacement provisions apply during the period of declared emergency. These changes to the Corporations Act are the same as what were previously set out in an Emergency Order under the Emergency Management and Civil Protection Act as Ontario Regulation 107/20, are retroactive to March 17, 2020, and are discussed in our earlier communique “Ontario issues emergency order to enable flexiblity in Board and Members meetings during COVID-19 Pandemic”.
Miller Thomson’s Health Industry lawyers continue to closely monitor legislative developments and are available to assist organizations with navigating the new corporate processes.