Business Law
Author: Jennifer MacGregor-Greer
For thousands of BC companies, annual general meeting (AGM) season is coming up. Normally an AGM means all the shareholders of a company gather to elect directors, accept annual financial statements and hear about the company’s recent challenges, successes and plans for the upcoming year. But this year, everything looks a little different. Given current social distancing requirements, for many BC companies it is unlikely that AGMs can be held in the usual manner.
A further challenge stems from the fact that in BC (unlike in many other jurisdictions in Canada and elsewhere), while shareholders may participate in meetings by telephone or another communications medium, under the Business Corporations Act (British Columbia) a meeting is required to have a physical location, so that shareholders can attend the meeting in person if desired. Again, under the current COVID-19 crisis, this is not a desirable option.
The BC government has recently addressed these challenges in two ways: first, by making it possible for a BC company to request an extension of up to six months to its AGM deadline; and second, by making it possible for companies to hold wholly virtual meetings pursuant to Ministerial Order No. M116 made under the Emergency Program Act on April 21, 2020.
Extending your AGM Deadline
Normally, a BC company must hold its AGM within 15 months after its last AGM date, and once per calendar year. The BC Registrar of Companies has advised that this year, it will grant an extension of up to six months for BC companies wishing to delay their AGMs. Requesting an extension is a simple process, but you must inform your shareholders that the AGM has been delayed.
Virtual Meetings
If you wish to continue to hold your AGM on your normal schedule, pursuant to the recent Ministerial Order you can hold your meeting as a wholly virtual meeting, without setting a physical location, as long as:
- notice of the meeting includes instructions for attending or participating, including instructions on how to vote at the meeting;
- all of the persons participating in the meeting are able to communicate with each other and vote at the meeting; and
- the person responsible for holding the meeting facilitates the use of the communications medium at the meeting.