By Paula Clancy
The Government of Ontario has introduced legislation to modernize its Business Corporations Act. Pursuant to Bill 213, the Canadian residency requirements for the board of directors of Ontario corporations would be eliminated. Currently the Ontario BCA requires that at least 25% of the directors be Canadian residents. Consequently, many foreign companies opt to incorporate in other jurisdictions offering more flexibility. Bill 213 further proposes to lower the threshold for resolutions adopted by written resolution (as opposed to by vote at a meeting of shareholders) from "unanimous" to "majority" approval.
These are both welcome changes as they reduce the administrative burden, and add flexibility to Ontario corporations.