Amendments to the Business Corporations Act

There has been an update on amendments made to the Business Corporations Act (OBCA) in the Better for People, Smarter for Business Act, 2020 (Bill 213).  We have been advise that most of the OBCA amendments included in Bill 213 will be coming into force on July 5, 2021, including:

  • Eliminating the requirement that, generally, at least 25% of a business corporation’s directors be  resident Canadians;
  • Generally lowering the approval threshold for a written shareholder resolution in lieu of a meeting for privately held corporations for certain actions requiring ordinary resolutions. The amendment would lower written shareholder approval threshold to at least a majority of the voting shares (instead of the current requirement for a unanimous vote of shares);
  • Clarifying the types of shareholder decisions that require ordinary resolutions and addressing notice requirements for written ordinary resolutions passed at the lower threshold; and
  • Other technical amendments to various provisions of the Act.

These amendments will help to:

  • Provide more flexibility for businesses;
  • Make it easier for people to do business in Ontario; and
  • Drive economic growth, investment and job creation in the province

All of the amendments made to the OBCA in Bill 213 will be in force as of July 5, 2021 except for the repeal of the “resident Canadian” and “non-resident corporation” definitions and the regulation-making power related to the “resident Canadian” definition to permit data collection to continue upon launch of the new Ontario Business Registry.  This means that corporations will continue to include resident Canadian data in, for example, their Articles of Incorporation (Form 1) and in their initial/annual returns under the Corporations Information Act.  However, the Canadian director residency requirement will be eliminated by the Bill 213 amendments as of July 5, 2021.

This interim measure is intended to provide corporations with some relief for incorporation requirements and from enforcement prior to the launch of the new Business Registry. We will continue to provide you with updates on the new Business Registry as information becomes available.

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