Going Paperless: Legal Issues

Transcription

1 Going Paperless: Legal Issues NOVEMBER 18, 2015 KIMBERLEY CUNNINGTON-TAYLOR O T T A W A V A N K L E E K H I L L A L E X A N D R I A K I N G S T O N

2 Agenda What constitutes adequate electronic documentation? Electronic signatures Counterpart signatures Electronic meetings Written Resolutions vs. Meetings Update on ONCA

3 What constitutes adequate electronic documentation? CNCA Part 17 outlines what electronic documents mean electronic document means, except in section 269, any form of representation of information or of concepts fixed in any medium in or by electronic, optical or other similar means and that can be read or perceived by a person or by any means.

4 What constitutes adequate electronic documentation? Use of electronic signatures A document with an electronic signature is as valid as a document with an original signature Keep electronic documents the same as any other document Copies in corporate records Copies in electronic system (computer)

5 Counterpart Signatures Subsection 277(1) of the CNCA is statutory authority to allow documents to be signed by more than one person in several documents (counterpart) No need to include any particular language in documents covered by the CNCA No similar language in the Corporations Act (Ontario) but same statutory language in ONCA

6 Counterpart Signatures Subsection 277(1) of the CNCA is statutory authority to allow documents to be signed by more than one person in several documents (counterpart) No need to include any particular language in documents covered by the CNCA No similar language in the Corporations Act (Ontario) but same statutory language in ONCA

7 Counterpart Signatures Language for counterpart execution of documents This resolution / document / agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same resolution / document / agreement. Include this language as a provision of agreements or even resolutions if an Ontario corporation.

8 Consequences of not continuing under the CNCA What should accountants be doing? Check status of federal corporations Pay attention to status such as Dissolution pending Dissolved Check are annual returns up-to-date? Ensure copy of Certificate and Articles of Continuance in your file

9 Update on ONCA On September 17, 2015 the Ontario Ministry of Government and Consumer Services updated its website re the ONCA The government is fully committed to bringing ONCA into force at the earliest opportunity and will provide the sector with at least 24 months notice before proclamation.

10 Update on ONCA What still needs to be done A technical amendments bill is required to be passed prior to proclamation of the ONCA Similar to Bill 85 Ontario Ministry states that a new technological system is required to be in place prior to proclamation Will affect all corporate registrations and reporting Will affect all corporations business, extraprovincial, and not-for-profit

11 Update on ONCA What does this mean? Ontario not-for-profit corporations are still under the jurisdiction of the Corporations Act By-law amendments made in order to comply with the ONCA may not be valid if not in compliance with the Corporations Act Corporations should review any by-law amendments completed since 2010 to ensure they are in compliance with the Corporations Act

12 Update on ONCA What does this mean cont d.? Status quo Any By-law amendments made need to be in compliance with the Corporations Act Any amendments to the letters patent need to be in compliance with the Corporations Act Corporations need to take care that they are not acting as if the ONCA is in force

13 Update on ONCA Updated timeline for proclamation Unless organizations can intervene to speed up proclamation It will be 2018 at the earliest if government is giving 2 years advance warning Ontario brings in its legislation in January and July of each year

14 Questions Answers

15 Kimberley Cunnington-Taylor is a member of the Business Law and Not-for-profit and Charity Law Practice Groups O T T A W A V A N K L E E K H I L L A L E X A N D R I A K I N G S T O N