COVID-19: Ministerial Order to Allow Virtual Meetings in Quebec | Practical Law

COVID-19: Ministerial Order to Allow Virtual Meetings in Quebec | Practical Law

A Ministerial Order of the Government of Quebec was published on April 26, 2020, which allows the holding of shareholders' and members' meetings by any means allowing them to communicate with each other immediately for corporations governed by the Business Corporations Act, non-profit legal persons governed by the Companies Act and other entities.

COVID-19: Ministerial Order to Allow Virtual Meetings in Quebec

Practical Law Canada Legal Update w-025-2650 (Approx. 3 pages)

COVID-19: Ministerial Order to Allow Virtual Meetings in Quebec

by Practical Law Canada Corporate & Securities
Published on 30 Apr 2020Quebec
A Ministerial Order of the Government of Quebec was published on April 26, 2020, which allows the holding of shareholders' and members' meetings by any means allowing them to communicate with each other immediately for corporations governed by the Business Corporations Act, non-profit legal persons governed by the Companies Act and other entities.
On April 26, 2020, the Minister of Health and Social Services published Ordering of Measures to Protect the Health of the Population amid the COVID-19 Pandemic Situation, Ministerial Order 2020-029. Pertinent extracts of the order for these purposes include:
THAT any meeting, sitting or assembly that takes place in person, including that of a deliberative body, may be held using a means that enables all members to communicate with each other immediately; where the law provides that a sitting must be public, that sitting must be announced as soon as possible by any means that enables the public to know the content of the discussions between participants and the outcome of the deliberation of the members;
THAT, when a secret ballot is required, it may be held by any means of communication agreed on by all persons who are entitled to vote or, failing that, by any means enabling both that votes be gathered in a way that they may be verified afterwards and the preservation of the secret nature of the vote;
Although sections 137 and 175 of the Business Corporations Act, CQLR, c. S-31.1 authorize a corporation to hold a meeting of directors and a meeting of shareholders by any means allowing all participants to communicate with each other immediately, this possibility is subject to the corporation's by-laws.
This order therefore allows Quebec enterprises, including reporting issuers, to hold meetings that are only virtual, notwithstanding the provisions of the corporation's by-laws. Note that the Companies Act, CQLR, c. C-38 has allowed this flexibility for directors and members since November 2019, unless otherwise indicated in the constituting act or in the by-laws of the legal person.
Notwithstanding what is provided for in the constating documents, the by-laws or the partnership agreement, this decree also covers meetings and assemblies of:
  • Partnerships.
  • Cooperatives.
  • Associations.
  • Unions.
  • All professional orders.
  • Co-ownership syndicates.
  • Any other entity whose meeting and assembly is required by law.
The order is in force until the government or the Minister of Health and Social Services modifies or terminates it.