Ontario Business Corporations Act
Part VII Shareholders
Section 94

Shareholders’ Meetings, Meeting by Electronic Means

Section 94 was temporarily amended because of COVID-19. The changes are 
shown in green.

Some of the changes have already expired and are shown crossed-out.

Until May 31, 2021 AGMs may be hosted electronically even if a company's 
constating documents do not allow it. See related section 103 permitting 
electronic voting.


                                                       Lexata note last amended on January 6, 2021.    

Shareholders’ Meetings

(1) Subject to subsection 104(1) [resolution in lieu of meeting], the directors of a corporation,

(a) shall call an annual meeting of shareholders not later than eighteen months after the corporation comes into existence and subsequently not later than fifteen months after holding the last preceding annual meeting; and

(b) may at any time call a special meeting of shareholders.

Shareholders’ meetings, time extension

(1.1) If the last day on which a meeting referred to in clause (1)(a) is required to be held is a day that falls within the period of the declared emergency, the last day on which the meeting is required to be held is no later than the 90th day after the day the emergency is terminated.

Same

(1.2) If the last day on which a meeting referred to in clause (1)(a) is required to be held is a day that falls within the 30-day period that begins on the day after the day the emergency is terminated, the last day on which the meeting is required to be held is no later than the 120th day after the day the emergency is terminated.

Same

(1.3) Despite clause (1)(a), the directors of a corporation may call a meeting that is to be held on a day contemplated by subsection (1.1) or (1.2) at a time that enables the corporation to comply with subsections (1.1) or (1.2), as applicable, and that is reasonable in the circumstances.

Same

(1.4) For the purposes of subsections (1.1) to (1.3), the day on which a meeting referred to in clause (1)(a) is required to be held shall be determined in accordance with subsection 154(1) as it read immediately before March 17, 2020.

Meeting by electronic means

(2) Unless the articles or the by-laws provide otherwise, Despite any provision in the articles, by-laws or a unanimous shareholder agreement that provides otherwise, a meeting of the shareholders may be held by telephonic or electronic means and a shareholder who, through those means, votes at the meeting or establishes a communications link to the meeting shall be deemed for the purposes of this Act to be present at the meeting.