This bulletin is current up to close of business on May 12,
2020. As circumstances remain fluid, please check with in with your
usual Blakes contact for any updates.
On May 12, 2020, Ontario passed the COVID-19 Response and Reforms to Modernize
Ontario Act, 2020, which legislation enacts the
Alternative Filing Methods for Business Act, 2020 (Act)
and also amends various other Ontario acts in respect of COVID-19
and other modernization efforts.
ALTERNATIVE FILING METHODS AND EASING OF DOCUMENT REQUIREMENTS
The purpose of the Act is to permit documents required or
permitted to be filed by in-person delivery or mail under certain
Ontario business statutes to instead be filed by alternative
methods, and to permit electronic signatures and electronic copies
in respect of certain documents. This relaxation of existing filing
requirements is intended to address public health and safety
concerns in respect of the ongoing COVID-19 outbreak by helping
businesses and not-for-profit corporations avoid in-person contact,
and ultimately reduce the burden for business in the
long-term.
The Act establishes a framework under which the minister, director
or registrar in respect of an applicable business statute may
specify alternative methods for the filing of documents and
establish requirements relating to such documents. Additionally,
corresponding amendments have been made to various statutes related
to document copies, electronic signatures and electronic
filings.
Concurrently with the enacting of the Act, the Ontario Ministry of
Government and Consumer Services published a Notice - Filing Methods and Requirements
(Notice) specifying email and fax as alternative filing methods and
establishing more flexible document requirements.
In accordance with the requirements set out in the Notice,
businesses and not-for-profits are now permitted to file documents
signed by electronic signature, file copies of documents and to
file documents by email or fax that are otherwise required or
permitted to be mailed or delivered in-person under the Business Corporations Act (OBCA), Business Names Act, Co-operative Corporations Act (CCA),
Corporations Information Act, Corporations Act (OCA), Extra-Provincial Corporations Act and
Limited Partnerships Act.
The Ontario Ministry of Government and Consumer Services has
advised that email or fax filings will follow existing service
standards of mailed-in or couriered documents and will not result
in immediate service fulfillment. As timing is often important in
business filings, we expect that email and fax filings will be
rare. However, the ability to file documents signed by electronic
signature will significantly ease the logistical burden and the
public health and safety concerns caused by the requirement to file
documents with original "wet ink" signatures.
LEGISLATIVE AMENDMENTS TO ONTARIO BUSINESS STATUTES
Additionally, as noted in our April 2020 Blakes Bulletin: Ontario Expands and Refines
Order Regarding Corporate Meetings, temporary amendments
have already been made to the OBCA, CCA, OCA and Condominium Act, 1998 (Condo Act)
related to virtual meetings and the deferral of annual meetings in
some circumstances by way of orders made pursuant to the Emergency Management and Civil Protection
Act (Ontario). These temporary measures to the OBCA, CCA,
OCA and Condo Act have now been generally replicated in legislative
amendments contained in the COVID-19 Response and Reforms to
Modernize Ontario Act, 2020, which revokes and replaces the
earlier emergency orders.
For further information, please reach out to a member of our Corporate & Commercial or Capital Markets groups or your usual
Blakes contact at any time.
Please visit our COVID-19 Resource Centre to learn more about
how COVID-19 may impact your business.
Originally published 19 May, 2020
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© 2020 Blake, Cassels & Graydon LLP.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.