Decision of the Registrar of Companies on AGM Extensions for Societies

The Registrar of Companies has issued a decision pursuant to Ministerial Order No. M098 to allow societies, upon application to the Registrar, to hold their 2020 annual general meeting (“AGM”) on a date authorized by the Registrar that is not later than November 1, 2021. Normally, if a society does not hold an AGM in a calendar year, the society has an option under s. 71(3) of the Societies Act (the “Act”) (upon application and approval) to obtain an extension until March 31st of the next calendar year to hold its AGM. This decision allows the Registrar to issue a longer extension.

A number of our clients are taking advantage of virtual AGMs for 2020 pursuant to their bylaws or Ministerial Order No. M116, but some societies may be interested in pursuing this option instead. If a society makes the application and it is granted, the society can hold their 2020 AGM in 2021 (on or before the date authorized by the Registrar) and such AGM would be  deemed for the purposes of the Act to have been held in 2020. If a society pursues this option, the society must make the application between November 1 and December 31, 2020 and would likely have to hold two AGMs in 2021.

This article should not serve as a substitute for legal advice. Our team is actively advising clients on responding to these issues. If your society needs assistance obtaining an extension from the Registrar or any other specific legal advice regarding the meeting options available to your society, please contact us.

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