Bill 154 passed third reading on November 1, 2017 and received Royal Assent on November 14, 2017.

We previously reported on Bill 154’s proposed amendments to the Corporations Act and Not-for-Profit Corporations Act. The Bill passed with no substantive change from the version of the Bill that was first introduced. See our previous bulletin detailing the changes.

The changes to the Corporations Act (Ontario) highlighted in our previous bulletin will be effective as follows:

Effective from November 14, 2017

Effective January 13, 2018 (60 days from date of Royal Assent)

  • Members meetings can be held by tele- or video-conference
  • Directors need not be members if so provided in the by-laws
  • Directors can be removed by majority rather than two-thirds vote
  • Clarification that charities laws and other laws that govern a not-for-profit will prevail if there is a conflict between the Corporations Act (Ontario) and that other law
  • Corporations permitted to adopt pre-incorporation contracts entered into on behalf of the corporation
  • Amendments setting out duties and standard of care of directors and officers
  • Amendments that clarify that not-for-profit corporations have the capacity, rights, powers and privileges of a natural person
  • Option to opt out of audit requirements for small corporations in certain circumstances