British Columbia Emergency Order Permits Virtual-Only Shareholder Meetings

July 15, 2020

This post was originally published on April 23, 2020 and has been updated as of July 15, 2020 to incorporate the impact of applicable provisions contained in the COVID-19 Related Measures Act (British Columbia), which came into force on July 10, 2020. The COVID-19 Related Measures Act (British Columbia) extends orders made under the Emergency Program Act (British Columbia) to provide a transition period so that the orders will not immediately end when the declaration of a state of emergency ends.

In light of the outbreak of the COVID-19 pandemic and related public health orders and advisories, the Minister of Public Safety and Solicitor General of British Columbia has published a temporary order under the Emergency Program Act (British Columbia) (the Order) which provides greater certainty and additional flexibility to BCBCA companies looking to hold virtual-only shareholder meetings during the 2020 proxy season. The order also applies to a meeting of directors of BC companies and to meetings of BC societies and cooperatives.

Virtual Meetings in BC

The Business Corporations Act (British Columbia) (BCBCA) requires that shareholder meetings of BCBCA incorporated companies be held in British Columbia unless a meeting location outside British Columbia is (i) provided for in the company’s articles, (ii) approved by the appropriate resolution of directors or shareholders or (iii) approved in writing by the BC Registrar of Companies before the meeting is held. The Order clarifies and expressly provides that a corporate meeting (including a meeting of shareholders) held solely by telephone or other communications medium is not required to have a physical location and is deemed to be held in British Columbia. However, in order to hold a virtual-only meeting, the Order requires that certain conditions must be satisfied:

  • The notice of meeting must provide instructions for attending at or participating in the meeting by the communications medium, including instructions for how to vote at the meeting;
  • All persons participating in the meeting must be able to communicate with each other and, if applicable, vote at the meeting; and
  • The person responsible for holding the meeting facilitates the use of the communications medium.

Additionally, while the BCBCA permits shareholders and proxy holders of BCBCA incorporated companies to participate in meetings of shareholders by telephone or other communications medium if all participants are able to communicate with each other, this ability is subject to the company’s articles. The Order permits shareholders to participate in meetings by telephonic or electronic means, regardless of any provision in the company’s articles.

Importantly, the Order permits the use of virtual-only meetings but does not obligate a company to do so. BC companies may still choose to hold hybrid meetings, providing attendees the option to participate in person or electronically. Alternatively, BC companies may request an extension to delay their annual general meeting for six months by contacting the B.C. Registrar of Companies.

General

The order can be found in Ministerial Order No. M116 made under the Emergency Program Act, published on April 21, 2020, and applies from April 21, 2020 until the date that is 90 days after the date on which the last extension of the declaration of a state of emergency made March 18, 2020 expires or is cancelled.

For further information about virtual shareholder meetings, please see:

DISCLAIMER: This publication is intended to convey general information about legal issues and developments as of the indicated date. It does not constitute legal advice and must not be treated or relied on as such. Please read our full disclaimer at www.stikeman.com/legal-notice.

Stay in Touch with Knowledge Hub