Expiry of temporary suspension of shareholder meeting deadlines in Alberta

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Corporate Alert

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The temporary suspension of the deadline to hold an in-person annual shareholder meeting expired on August 14, 2020. Alberta incorporated corporations are once again required to hold annual shareholder meetings within the prescribed timelines that were temporarily placed on pause.

The Business Corporations Act (Alberta) (ABCA) requires the directors of an Alberta incorporated corporation to call an annual shareholder meeting not later than 18 months after incorporation and subsequently not later than 15 months after the corporation’s last annual meeting. In light of the public health emergency due to the COVID-19 pandemic, by Ministerial Order 009/2020 dated April 9, 2020, the Government of Alberta suspended the obligation to convene an in-person shareholder meeting. The Ministerial Order also suspended the ABCA requirements for in-person inspection of documents and the obligation to file reports and annual returns.

The Ministerial Order that provided such temporary relief expired on August 14, 2020 (being 60 days after Order in Council 080/2020 issued on March 17, 2020 (i.e., the Order declaring the public health emergency in Alberta) was, by its terms, terminated, as the Order in Council was in effect for 90 days following March 17, 2020) and was not extended. Therefore, after August 14, 2020, Alberta incorporated companies are once again required to hold annual shareholder meetings that were suspended due to the Ministerial Order.

The suspension of such shareholder meeting deadlines means that the timeline was temporarily placed on pause during the effective period of the Ministerial Order of April 9 to August 14, 2020. By way of example, if an Alberta corporation was otherwise required to hold its annual shareholders meeting on May 9, 2020 or 30 days following April 9, 2020, when the timeline was “paused”, the corporation would now have to hold the meeting by September 13, 2020 or 30 days following the Order's August 14, 2020 expiration date.

For Alberta incorporated corporations wanting to begin planning their necessary shareholder meeting and to determine the deadline to hold such meetings, please contact a member of our Corporate Group. 

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