Home > News > 2020 > February 5, 2020 Passage of Bill 36: Act to amend the Companies Act concerning participation in and decision making at meetings of legal persons without share capital

February 5, 2020
Passage of Bill 36: Act to amend the Companies Act concerning participation in and decision making at meetings of legal persons without share capital

On November 6, 2019, Bill 36, which amends the Companies Act concerning participation in and decision making at meetings of legal persons without share capital, was passed at the National Assembly of Québec.

The bill provides that, subject to any provisions to the contrary in the constituting acts or by-laws of such legal persons:

  • directors or members, as applicable will be able to take part in any meeting from separate locations using means enabling all participants to communicate directly with one another, without the consent of all the directors or members being required;
  • participants in any assembly will be able to vote by any means of communication enabling votes to be cast in a way that allows them to be verified afterwards and protects the secrecy of the vote when a ballot has been requested.

The bill also recognizes that resolutions in writing signed by all the members are as valid as if they had been passed at a general meeting.

Forms affected by the legislative changes will soon be updated. In the meantime, please enclose a resolution signed by all the members with any such form you must file to make an application.

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