The Ontario government has introduced Bill 154, Cutting Unnecessary Red Tape Act, 2017 ("Bill 154"). It passed First Reading on September 14, 2017. Among other things, Bill 154 amends the Corporations Act to do a variety of things including:
- Accommodating the filing, keeping and searching of documents in electronic format
- Expanding the Minister's ability to make regulations under the Act
- Amending the sections relating to insurance companies
- Enabling members to have meetings by telephonic or electronic means (unless the by-laws otherwise provide)
- Confirming that corporations have the capacity, rights, powers and privileges of natural persons
- Setting out duties and standard of care for directors
- Allowing members to remove a director by majority vote rather than by a two-thirds vote
- Allowing for a corporation to adopt a contract that was entered into pre-incorporation
- Allowing the members to decide by extraordinary resolution not to appoint an auditor and not to have an audit in respect of a financial year if the corporation had annual revenue in that financial year not exceeding $100,000 or a different amount prescribed by the regulations. (An extraordinary resolution requires 80% of the members at a duly called meeting to approve. The current requirement is that all members must consent.)
- Allowing a director to be a director even if s/he is not a member or shareholder
The proposed amendments will allow for Ontario corporations governed by the Corporations Act to benefit from some of the changes that are in the Not-for-Profit Corporations Act (ONCA) prior to the proclamation of the ONCA. As the government commented "These proposed amendments would increase flexibility, encourage participation in meetings, provide clarity and reduce burdens and costs for not-for-profit corporations." There are consequent amendments to nine other statutes as a result of the amendments being made to the Corporations Act. Bill 154 also is intended to pave the wave for the proclamation of the ONCA.
Bill 154 can be found at http://www.ontla.on.ca/web/bills/bills_detail.do?locale=en&Intranet=&BillID=5000
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