The Business Corporations Act (British Columbia) (the “BCBCA”) generally requires a BC company to hold its first annual general meeting (an “AGM”) not more than 18 months after the date on which the company is recognized, and thereafter at least once every calendar year and not more than 15 months after the previous year’s AGM. Ordinarily, a company would have to apply to the BC Registrar of Companies for an extension to hold an AGM on a date later than required. The Registrar may allow the company to hold the AGM on the later date, provided that the Registrar is satisfied that it is appropriate to do so and on any terms and conditions the Registrar considers appropriate.
In response to the COVID-19 pandemic, the Registrar has granted an extension for BC companies that wish to delay their AGMs for a period of up to six months and the Registrar has simplified the approval process to do so. The policy can be found here.
In order to request an extension, a company can send an e-mail to bcregistries@gov.bc.ca with the name of the company, its incorporation number, and a statement that the company is requesting an extension of its AGM. The company must also inform its shareholders of the delay. Information on the delay can be included in the notice of meeting that the company would normally deliver to its shareholders. If a notice of meeting has already been delivered, then we recommend that an amended notice be delivered promptly to all shareholders.
The Registrar has not yet provided a timeline for how long the policy will remain in place.
This policy comes on the heels of the ministerial order allowing companies to hold virtual meetings during the state of emergency declared by the Province.
BC companies have several options available to them for holding an AGM virtually or delaying its AGM during the COVID-19 pandemic. Need legal guidance on AGM delays during COVID-19? Contact our experts at Boughton Law for assistance and expert advice.