Les sociétés constituées en vertu de la Loi sur les sociétés par actions (LSAO) qui ont reporté la tenue de leur assemblée annuelle en raison de la pandémie de COVID-19 se voient rappeler les délais pertinents concernant la tenue des assemblées puisque la déclaration de situation d'urgence provinciale a pris fin.

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Corporations incorporated under the Business Corporations Act (Ontario) (OBCA) that delayed their annual meetings due to the COVID-19 pandemic are reminded of the relevant extended meeting deadlines as the provincial declaration of emergency has come to an end.

  • OBCA incorporated companies that were required to hold their annual meetings of shareholders on or before July 24, 2020 now have until October 22, 2020 to hold their annual meetings.
  • OBCA incorporated companies that were required to hold their annual meetings of shareholders between July 25, 2020 and August 23, 2020 (inclusive) now have until November 23, 2020 to hold their annual meetings.

Meeting Deadlines

As previously discussed, in light of the state of emergency that was declared in Ontario in response to the COVID-19 pandemic, the deadline to hold annual meetings of shareholders for OBCA corporations was temporarily extended through the addition of Part XIX to the OBCA. With the Ontario declaration of emergency having come to an end on July 24, 2020, the extended meeting deadlines are now fixed as follows:

  • OBCA incorporated companies that were required to hold annual meetings on or before July 24, 2020 now have until October 22, 2020 to hold their annual meetings (being the 90th day after the day the declaration of emergency was terminated).
  • OBCA incorporated companies that were required to hold annual meetings between July 25, 2020 and August 23, 2020 (inclusive) must hold their annual meetings before November 23, 2020 (being the 120th day after the day the declaration of emergency was terminated).

The date on which an OBCA corporation was required to hold its annual meeting of shareholders for the purpose of determining whether an extended meeting deadline will apply to the corporation should be based upon both the meeting date described in section 94 of the OBCA (i.e., within 15 months from the corporation's last annual meeting) and the financial statements required to be placed before the meeting (i.e., within 6 months of the issuer's year-end). For OBCA corporations with a December 31 year-end, this would generally require that a meeting be held by no later than June 30, and therefore an extended deadline of October 22, 2020 would apply.

Financial Statement Requirements

Under the temporary provisions of Part XIX of the OBCA, the directors of offering corporations must place before annual meetings held before the 120th day after the termination of the declared emergency (November 23, 2020) the financial statements required to be filed under the Securities Act (Ontario) and the regulations thereunder relating to the most recently completed annual period and the immediately preceding financial year, if any. The requirement that the financial information placed before an annual meeting pertain to a period ended not more than six months before the meeting is suspended until November 23, 2020. This clarifies that OBCA corporations holding their annual meetings by November 23, 2020 will be able to place their annual financial statements for the 2019 fiscal year before their shareholders at their 2020 annual meeting.

Originally published August 7, 2020.

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