TABLE 5-1: Relief and Guidance for AGMs During COVID-19
Date of Relief or Guidance (2020)
Organization
Summary of Relief or Guidance
– A corporation governed by the Business Corporations Act (Ontario) (OBCA) that was otherwise required to hold its AGM between March 17 and July 24 , 2020, is instead permitted to hold its AGM by October 22, 2020. An OBCA corporation that was otherwise required to hold its AGM between July 25 and August 24 , 2020, can hold its AGM by November 23, 2020. An OBCA corporation can hold a virtual meeting even if virtual meetings are prohibited by its articles or bylaws. 91 – The requirement for a corporation governed by the Business Corporations Act (Alberta) (ABCA) to convene an in-person shareholders’ meeting was suspended between March 17 and August 14, 2020. Although an ABCA corporation is not prevented from holding a virtual shareholders’ meeting, the relief did not modify the provision of the ABCA requiring that the corporation’s bylaws specifically allow for virtual meetings. 92 – A corporation governed by the Business Corporations Act (British Columbia) (BCBCA) that wanted to delay its AGM is granted a six- month extension. A BCBCA corporation is permitted to hold a virtual- only meeting if the notice of meeting sent to shareholders explains how they can attend and vote, and as long as meeting participants can communicate with each other and vote. 93 – A corporation governed by the Business Corporations Act (Québec ) (QBCA) is permitted to hold a virtual shareholders’ meeting even if a virtual meeting is otherwise prohibited by its bylaws. In order to be valid, the technology must allow “all members to communicate with each other immediately.” 94 – A corporation governed by the Canada Business Corporations Act (CBCA) that otherwise had to hold its AGM within 15 months of its previous AGM and within six months of its financial year-end is granted an extension until the earlier of (i) 21 months after its previous AGM and no later than 12 months after its financial year-end; and (ii) December 31, 2020. A CBCA corporation can also present its financial statements to shareholders at the corporation’s AGM no later than 12 months after its last financial year-end, which extended the usual requirement by six months. 95
March 31 (amended April 24 and May 12 )
Ontario Government
Alberta Government
April 9
British Columbia Government
April 21
Québec Government
April 26
Federal Government
July 31
70
Governance Insights 2020
Powered by FlippingBook