Changes to Business Corporations Act

OBCA Amendments – Effective July 5th, 2021
The amendments made to the Business Corporations Act (OBCA) in the Better for People, Smarter for
Business Act, 2020 (Bill 213) are as follows:
• Eliminating the requirement that, generally, at least 25% of a business corporation’s directors
be resident Canadians;
• Generally lowering the approval threshold for a written shareholder resolution in lieu of a
meeting for privately held corporations for certain actions requiring ordinary resolutions. The
amendment would lower written shareholder approval threshold to at least a majority of the
voting shares (instead of the current requirement for a unanimous vote of shares);
• Clarifying the types of shareholder decisions that require ordinary resolutions and addressing
notice requirements for written ordinary resolutions passed at the lower threshold; and
• Other technical amendments to various provisions of the Act.

All of the amendments made to the OBCA in Bill 213 came into effect  July 5, 2021, except for the
repeal of the “resident Canadian” and “non-resident corporation” definitions and the regulation-making
power related to the “resident Canadian” definition to permit data collection to continue upon launch of
the new Ontario Business Registry. This means that corporations will continue to include resident
Canadian data in, for example, their Articles of Incorporation (Form 1) and in their initial/annual returns
under the Corporations Information Act. However, the Canadian director residency requirement has
been eliminated by the Bill 213 amendments as of July 5, 2021.


These OBCA amendments will create more flexibility for business owners incorporating and allow for
many foreign corporations to incorporate in Ontario. They will also make the incorporation process
easier as it is no longer required to find a Canadian resident. These new requirements provide a more
streamlined approach to incorporating that follow some of the other Canadian jurisdictions.

ONCA and OBR Required Regulations
In June 2020 the Ministry of Government and Consumer Services posted proposed
regulations on the Regulatory Registry to implement the new Ontario Business Registry and Not-for-Profit Corporations Act, 2010 (ONCA)
The regulations that are required to implement the ONCA and the new Ontario Business Registry System
(OBR) are as follows:

Business Names Act (O. Reg. 404/21: REFUND OF FEE FOR ELECTRONIC APPLICATION FOR NEW
REGISTRATION)
https://www.ontario.ca/laws/regulation/r21404

Business Names Act (O. Reg. 399/21: GENERAL) https://www.ontario.ca/laws/regulation/r21399

Limited Partnerships Act (O. Reg. 406/21: FORM FOR POWER OF ATTORNEY)
https://www.ontario.ca/laws/regulation/r21406

Limited Partnerships Act (O. Reg. 402/21:GENERAL) https://www.ontario.ca/laws/regulation/r21402

Business Regulation Reform Act, 1994 (O. Reg.405/21: GENERAL) https://www.ontario.ca/laws/regulation/r21405

Business Corporations Act (O. Reg. 403/21: GENERAL) https://www.ontario.ca/laws/regulation/r21403

Business Corporations Act (O. Reg. 398/21: NAMES AND FILINGS) https://www.ontario.ca/laws/regulation/r21398

Extraprovincial Corporations Act (O. Reg. 401/21:GENERAL) https://www.ontario.ca/laws/regulation/r21401

Corporations Information Act (O. Reg. 400/21: GENERAL) https://www.ontario.ca/laws/regulation/r21400

Corporations Act (O. Reg. 397/21: GENERAL) https://www.ontario.ca/laws/regulation/r21397

Corporations Act (O. Reg. 393/21: FILINGS) https://www.ontario.ca/laws/regulation/r21393

Not-for-Profit Corporations Act, 2010 (O. Reg.394/21: NAMES AND FILINGS) https://www.ontario.ca/laws/regulation/r21394

Regulations to Support the Implementation of ONCA:Act / Regulation Name & No. Link to Regulation Not-for-Profit

Corporations Act, 2010 (O. Reg.395/21: GENERAL) https://www.ontario.ca/laws/regulation/r21395

Not-for-Profit Corporations Act, 2010 (O. Reg.396/21: CORPORATIONS SOLE - APPLICATION OFACT AND REGULATIONS)
https://www.ontario.ca/laws/regulation/r21396

Businesses and not-for-profit corporations should visit https://www.ontario.ca/page/rules-not-profit-and-charitable-corporations for information on ONCA.