At the start of the COVID-19 pandemic, many charities and not-for-profits were concerned about meeting their corporate obligations, especially when it would be challenging for people to meet in person. Both the provincial and federal governments were quick to act, providing temporary relief to corporations to extend their deadlines for Annual General Meetings (“AGMs”) or hold virtual meetings.
As the province and the country gradually reopen and brace for a potential second wave, both governments have modified their approaches. We summarize the changes for Ontario and federal corporations below with respect to virtual meetings, postponing AGMs and filing deadlines.
Ontario Revokes Emergency Order for Corporations
On July 24, 2020, the government of Ontario ended the declaration of the state of emergency in the province, effectively ending some of the emergency orders that were brought into force starting in March 2020. One of those emergency orders was Regulation 107/20, which had ushered in temporary changes to the Ontario Corporations Act, affecting not-for-profit corporations across the province.
When the emergency order was in force, the provincial government had allowed Ontario corporations to hold virtual meetings of members or directors, including AGMs, despite what was written in their by-laws. Now that the emergency order has been revoked, virtual AGMs are only permitted if the corporation’s by-laws do not expressly prohibit them. This means that if your by-law allows for virtual meetings, or is silent on virtual meetings, you are allowed to hold a virtual meeting of members or directors.
In addition, AGMs that were supposed to be held during the emergency declaration in the province, i.e. from March 17, 2020 to July 24, 2020, may be postponed for up to 90 days after July 24th – up to October 22, 2020. AGMs that were supposed to be held from July 24, 2020 to August 23, 2020, may be postponed for up to 120 days after July 24th – up to November 21, 2020.
New Extensions for Federal Corporations
The federal government has extended AGM deadlines for federal not-for-profit corporations governed by the Canada Not-for-Profit Corporations Act. Now, federal not-for-profit corporations may postpone their AGMs to the earlier of (i) 21 months after the last AGM and not more than 12 months after the fiscal year-end; or (ii) December 31, 2020. Previously, federal not-for-profit corporations could only delay their AGMs by online application to Corporations Canada. The new extension applies automatically to federal not-for-profit corporations who had to hold their AGMs from March 13 to December 31, 2020.
Federal not-for-profit corporations must still abide by their by-laws with respect to virtual meetings of members. If the corporation’s by-laws do not allow for virtual meetings of members, including AGMs, or are silent on virtual meetings of members, the corporation may not hold a virtual members’ meeting. Instead, federal corporations have the option of holding a partially virtual meeting, where some members attend in person (with social distancing) and others attend virtually, or opting for a written resolution instead of a meeting (optimal for a small number of members). Federal corporations could change their by-laws to allow for virtual meetings, but any change to the by-laws would first require members to approve them in an in-person or partially virtual meeting, or by written resolution, prior to becoming effective.
Note that directors of federal not-for-profit corporations may hold virtual meetings, if allowed for in the by-law or with the consent of all directors.
Tax Filing Deadlines
Not-for-profit corporations with filing deadlines on May 31 or in June, July and August 2020, had until September 1, 2020 to submit their T2 Corporation Income Tax Return. Charities that have a T3010 Registered Charity Information Return due between March 18 and December 31, 2020, have until December 31, 2020 to file.
PooranLaw is committed to supporting not-for-profits, charities and social enterprises during the COVID-19 pandemic. If you require legal assistance, we encourage you to reach out to your regular PooranLaw lawyer, or any member of our team.
Note: This article provides general information only and does not constitute, and should not be relied upon as, legal advice or opinion. PooranLaw Professional Corporation holds the copyright to this article and the article and its contents may not be copied or reproduced in any form, in whole or in part, without the express permission of PooranLaw Professional Corporation.
