On May 12, 2020, Ontario passed Bill 190, the COVID-19 Response and Reforms to Modernize Ontario Act, 2020 (“Bill 190”).
Bill 190 was established to assist corporations in meeting their legal obligations while maintaining physical distancing guidelines. Bill 190 contains several important temporary and permanent legislative amendments intended to support corporations and businesses through the pandemic.
The Alternative Filing Methods for Business Act, 2020 – Schedule 1
Pursuant to the Alternative Filing Methods for Business Act, 2020 (“the AFMB”), alternative filing of copies of certain corporate and business documents where originals were previously required to be filed by in-person delivery or mail are now permitted. Businesses, corporations and not-for-profits may now submit copies of articles, applications, and other business documents, along with documents signed by electronic signatures instead of original signatures as part of their filings.
Ontario Business Corporations Act (OBCA), Co-operative Corporations Act, and the Corporations Act (CA)
Schedule 2, 6, and 7 of Bill 190 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 matters such as information to be provided before an annual meeting, time extensions for annual meetings, holding of meetings by telephone or other electronic means, and notification requirements for meetings. The temporary suspension period 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.
Concurrently with the enactment of the AFMB, the OBCA has been permanently amended to permit the filing of electronic copies of articles, applications, and other documents to be filed under the OBCA.
Commissioning Affidavits and Notarizing Documents Virtually
Bill 190 amends the Commissioners for Taking Affidavits Act to provide for circumstances where affidavits, declarations or oaths can be administered without being in the physical presence of the person swearing the affidavit or making the declaration or oath. The various provincial Law Societies have provided guidance in the form of best practices for virtual commissioning of affidavits and notarizing of documents.
Succession Law Reform Act
Bill 190 permits electronic beneficiary designations (made in accordance with the Electronic Commerce Act, 2000) for benefits payable under Retirement Savings Plans, Retirement Income Funds, Locked-in Retirement Accounts, Life Income Funds and Tax-Free Savings Accounts. This is an important change for estate planning purposes.
Bill 190 is a promising response to our government’s need to establish innovative ways for Ontarians to access legal services. While the impetus for these changes could not have been anticipated, amendments such as these are necessary to improving access to justice. It may be that they will have longer lasting impact on the legal system, even after the pandemic.
Lisa Roszell and Cassandra Ironside.