Le 26 avril 2020, la ministre de la Santé et des Services sociaux du Québec a pris un arrêté (l' « arrêté ») en vertu de la Loi sur la santé publique, qui accorde une plus grande latitude aux émetteurs constitués sous le régime de la Loi sur les sociétés par actions (Québec) (la « LSAQ ») en vue de la tenue d'une assemblée générale d'actionnaires virtuelle.

Une traduction de ce billet sera disponible prochainement.

Pursuant to the Public Health Act, on April 26, 2020, the Québec Minister of Health and Social Services issued an order (the Order) providing greater flexibility to hold virtual-only annual general meetings of shareholders for issuers incorporated under the Business Corporations Act (Quebec) (QBCA).

Virtual-Only Meetings

With respect to annual shareholder meetings, the Order provides that:

  • Any meeting that take place in person may be held by means that enables all members to communicate with each other immediately; and
  • 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.

As announced by Quebec's justice minister, the Order provides additional flexibility for corporations in Quebec looking to hold virtual-only meetings. While Section 175 of the QBCA permits a QBCA incorporated corporation to hold a meeting of shareholders by telephonic or electronic means, this ability is subject to the corporation's by-laws. The Order permits shareholder meetings to be held virtually, regardless of any provision in the corporation's by-laws.

General

The Order is also aimed at:

  • Not-for-profit legal persons incorporated under Part III of the Companies Act (Québec) whose constitution or by-laws prohibit participation in a meeting by technological means;
  • Cooperatives for their annual meeting or those whose by-laws do not permit it for a special meeting;
  • Partnerships whose partnership agreement prohibits participation in a meeting or assembly by technological means; and
  • Professional orders and syndicates of co-ownership.

The Order will be in effect until the end the declared public health emergency or until the Government or the Minister of Health and Social Services modifies or terminates it.

For further information about virtual shareholder meetings, including guidance by securities administrators, please see our prior posts:

Originally published Apr 28, 2020.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.