Posted May 21, 2020
On May 12, 2020, Ontario passed Bill 190, the Covid-19 Response and Reforms to Modernize Ontario Act, 2020, in an effort to formalize directives in law that had been previously initiated by the government during the COVID-19 pandemic. The Bill make changes to numerous statutes, the purpose of which is to facilitate the conduct of business in Ontario by virtual or electronic means, while physical distancing guidelines are in place.
The legislative amendments are a welcome change to the law in Ontario, where there has been a long-time push to modernize business and legal practices. The hope is that these changes will remain in place long after the pandemic has ceased.
One important takeaway for Ontario not-for-profits and charities is that the Bill makes amendments to the Ontario Not-for-Profit Corporations Act (“ONCA”). This development is encouraging, given that it has been long anticipated that ONCA will come into force this year and it seems the government is still intending on seeing it through.
The list below outlines aspects of the Bill that may be of interest to families, individuals, and Ontario not-for-profits and charities.
Electronic Designation of Beneficiaries for RRSP, TFSA and other plans
Bill 190 has amended the Succession Law Reform Act and Pension Benefits Act to allow the designation of beneficiaries to be provided electronically for Retirement Savings Plans, Retirement Income Funds, Locked-in Retirement Accounts, Life Income Funds and Tax-Free Savings Accounts. This saves Ontarians a trip to their financial institution in order to make these designations.
Remote and Virtual Commissioning of Documents
Bill 190 has amended the Commissioners for Taking Affidavits Act and Notaries Act to allow for the remote and virtual commissioning or notarization of documents. This directive was made by the government previously, but now formally allows a person administering an oath or declaration, to be in the virtual, rather than physical, presence of the deponent or declarant. This means that a lawyer may commission an affidavit over videoconference, as long as he or she can see the signature and act of signing. The Bill also allows paralegals to be appointed as notaries in the same manner as lawyers, without an additional examination.
Corporate Virtual Meetings and Annual Meetings
As previously announced by the government, Ontario corporations, including not-for-profits and charities, may hold virtual meetings of directors or members, even if by-laws do not allow for them, for the duration of the emergency order. In addition, annual meetings may be deferred by up to 90 days after the termination of the emergency order. The amendments also outline financial information, such as financial statements and balance sheets, that should be laid out prior to annual meetings. For more on virtual meetings and deferring annual meetings, read our article.
Copies of Documents, Electronic Signatures and Electronic Filings
Bill 190 amends several corporate statutes, including the Corporations Act and Not-for-Profit Corporations Act, to allow Ontario corporations, including not-for-profits and charities, to submit copies of articles, applications and other documents, rather than original documents. The Bill also allows for electronic signatures for filings and allows documents to be filed by electronic method that is specified by the Minister, Director or Registrar. The good news is that these amendments will remain in place permanently, even after the end of the emergency order.
PooranLaw will continue to monitor legal developments during the COVID-19 pandemic. In the meantime, if you require legal assistance, we encourage you to reach out to your regular PooranLaw lawyer, or any member of our team.