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ARTICLE · 21 JULY 2021

Ontario Eliminates Director Residency Requirements And Permits Majority Shareholder Resolutions In Writing

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In November of 2020, we wrote about forthcoming changes to the Ontario Business Corporations Act (OBCA) proposed by the Government of Ontario in Bill 213 Better for People, Smarter for Business Act, 2020.

CanadaCorporate/Commercial Law
Ian C. Michael
Ian C. Michael
Tyler B. McAuley
Tyler B. McAuley
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In November of 2020, we wrote about forthcoming changes to the Ontario Business Corporations Act (OBCA) proposed by the Government of Ontario in Bill 213 Better for People, Smarter for Business Act, 2020. After receiving Royal Assent in December of 2020, these amendments came into force on July 5, 2021. The changes to the OBCA included: (i) removing the Canadian residency requirements for directors; and (ii) permitting private corporations to pass ordinary resolutions in writing with a majority (rather than unanimous) shareholder approval in certain circumstances.

Removing Canadian Residency Requirements for Directors

Removing the Canadian residency requirement, by repealing subsection 118(3) of the OBCA, brings the Ontario corporate statute into alignment with the majority of Canadian provinces and territories including British Columbia, Alberta, Quebec, Nova Scotia and New Brunswick. We expect this change to be welcomed by foreign investors participating in the

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