The British Columbia Business Corporations Act (the B.C. BCA) requires companies to hold an annual general meeting (an AGM) at least once in each calendar year and not more than 15 months after the annual reference date for the preceding calendar year. Many companies in B.C. will pass annual consent resolutions in lieu of an in-person AGM of shareholders. This may be the preferred approach this year as COVID-19-related precautions make holding an in-person AGM difficult, if not impossible.
The Minister of Public Safety and Solicitor General of the province of B.C., Mike Farnworth, has published ministerial order number M116 dated April 21, 2020 (the Ministerial Order) providing that business corporations, cooperative associations and societies must be able to conduct their business in accordance with public health orders and advisories to reduce the threat of COVID-19 to the health and safety of persons. As a result, companies in B.C. may permit attendance by telephone or other communications medium or hold their next AGM entirely by telephone or other communications medium.
This means that there are currently three options available to companies in B.C. looking to hold their next AGM in the upcoming months.
- Pass a unanimous consent resolution
As mentioned above, all of the shareholders entitled to vote at an AGM may, by unanimous written resolution, consent to all of the business to be required to be transacted at that AGM. This would avoid the necessity of having an AGM held in-person. Our firm can send companies these annual resolutions to sign via Docusign, which increases the ease with which these resolutions can be passed.
- Waive the holding of the AGM
Second, all of the shareholders entitled to vote at an AGM of a company may, by a unanimous resolution, waive the holding of the AGM to a date that is not more than 15 months after the annual reference date.
- Permit attendance electronically or hold a virtual AGM
Companies in B.C. may permit shareholders to participate and vote at an AGM by telephone or other communications medium, so long as the shareholders participating in the AGM are able to communicate with each another and vote. Please note that this does not obligate the person responsible for holding a corporate meeting to facilitate the use of any communications medium at the meeting.
The B.C. BCA does not expressly address whether the AGM may be held virtually, or without any in-person participation or a physical meeting location, however, the Ministerial Order has confirmed that a corporate meeting, such as an AGM, may be held solely by telephone or other communications medium if:
- the notice of the meeting provides instructions for attending at or participating in the meeting by the communications medium, including instructions for 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.
If the AGM is held virtually, the AGM is not required to have a physical location and any notice of the AGM is not required to specify the location for the AGM. The AGM is deemed to be held in B.C.
Any person who participates in or attends or votes at a virtual AGM is deemed to have been present at the AGM.
For more information, contact the responsible lawyer of your B.C. company.
Associate – Business and Real Estate Law
Lindsay Kenney LLP – Vancouver Office
Partner – Business and Real Estate Law
Lindsay Kenney LLP – Vancouver Office
This article is intended to be an overview of the law and is for informational purposes only. Readers are cautioned that this article does not constitute legal or professional advice and should not be relied on as such. Rather, readers should obtain specific legal advice in relation to the issues they are facing.