Canadian Governments Suspend Corporate Deadlines

This bulletin is current up to close of business on April 1, 2020. As circumstances remain fluid, please check with in with your usual Blakes contact for any updates.

FEDERAL ANNUAL RETURNS

The federal Canadian Government has announced a suspension of the deadline for federally incorporated companies filing their annual return until September 30, 2020, as a result of the COVID-19 outbreak. By law, every federally incorporated business, not-for-profit organization and cooperative has to file an annual return with Corporations Canada each year to remain active and comply with corporate statute requirements. Federally incorporated businesses, not-for-profit organizations and cooperatives whose anniversary date is between February 1 and June 30 now have until September 30, 2020, to file their annual return. Normally, corporations are required to file their annual return within 60 days of their anniversary date. There are similar extensions now in place for corporations created by special act of parliament.

ONTARIO SHAREHOLDER AND BOARD MEETINGS

On March 30, 2020, the Ontario government made an order under the Emergency Management and Civil Protection Act (Ontario) to temporarily suspend and replace certain provisions of Ontario’s Business Corporations Act (OBCA) and Corporations Act (OCA) in order to extend the time for holding annual shareholder or member meetings, and to facilitate telephone and electronic meetings of shareholders, members and directors by overriding any provisions to the contrary in a corporation’s constating documents. The order has retroactive effect as of March 17, 2020. For more information, please see Ontario’s full regulation of the order.

With respect to OBCA corporations, the practical effect of this order is summarized below. Similar provisions apply to corporations incorporated under the OCA.

Shareholder Meetings

• If the last day on which an annual shareholder meeting is required to be held under the OBCA is a day that falls within the period of a declared emergency, the last day on which the meeting is instead required to be held is no later than the 90th day after the day the emergency is terminated

• If the last day on which an annual shareholder meeting is required to be held under the OBCA is a day that falls within the 30-day period that begins on the day after the day an emergency is terminated, the last day on which the meeting is instead required to be held is no later than the 120th day after the day the emergency is terminated

• Despite any provision in the articles or the by-laws of a corporation that provides otherwise, a meeting of the shareholders may be held by telephonic or electronic means and a shareholder who, through those means, votes at the meeting or establishes a communications link to the meeting shall be deemed for the purposes of the OBCA to be present at the meeting

Directors’ Meetings

• Despite any provision in the articles or by-laws of a corporation that provides otherwise, a meeting of directors or of a committee of directors may be held by means of telephone, electronic or other communication facilities that permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a director participating in such a meeting by such means is deemed for the purposes of the OBCA to be present at that meeting

For further information, please reach out to a member of our Corporate & Commercial or Capital Markets groups or your usual Blakes contact at any time.

Please visit our COVID-19 Resource Centre to learn more about how COVID-19 may impact your business.