104\u00a0<\/b>(1) Except where a written statement is submitted by a director under subsection 123\u00a0(2) or where representations in writing are submitted by an auditor under subsection 149\u00a0(6),<\/p>\n

(a)\u00a0 a resolution in writing signed by all the shareholders or their attorney authorized in writing entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders; and<\/p>\n

(b)\u00a0 a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of shareholders, and signed by all the shareholders or their attorney authorized in writing entitled to vote at that meeting, satisfies all the requirements of this Act relating to that meeting of shareholders.<\/p>\n<\/blockquote>\n

The purpose of the existing legislation is to allow the passing of resolutions without the need or expense of a shareholder’s meeting. However, the requirement for a unanimous agreement has proven to be onerous. If just one shareholder objects and refuses to sign, the corporation would be required to hold a meeting to vote in person, creating an undue delay in the process.<\/p>\n

Bill 213 will amend the Business Corporations Act<\/em> by removing the necessity for unanimous agreement among the shareholders in order to approve a resolution in writing. Instead, private corporations will now have the ability to approve an ordinary resolution in writing so long as the majority of shareholders agree to sign.<\/p>\n

In addition to making the process to pass an ordinary resolution more convenient, this new process will allow corporations to move ahead with business decisions in the face of the COVID-19 pandemic when in-person shareholder meetings are inadvisable.<\/p>\n