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Canadian employment and labour quarterly
This newsletter will keep employers up to date on Canadian employment and labour developments and best practices.
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Canada | Publication | March 30, 2021
The Business Corporations Act of Alberta (ABCA) has been amended to facilitate virtual AGMs and remove the director residency requirement.
Amendments have been made to the ABCA as well as to the Alberta Companies Act, Condominium Property Act, Cooperatives Act and Societies Act to facilitate the holding of virtual board, shareholder and member meetings. Essentially, the amendments allow Alberta organizations to hold meetings by “electronic means” unless the organization’s bylaws expressly provide otherwise. This effectively flips the legislative regime on its head, since previously meetings could only be held by electronic means if the bylaws so permitted.
Note that the new definition of “electronic means” requires that all persons attending the meeting be able to hear and communicate with each other instantaneously.
The amendments came into force with retroactive effect back to August 15, 2020, being the date that the ministerial order granting exemptive relief as a result of COVID-19 expired.
Amendments to the ABCA related to director residency requirements that were passed in July 2020 have now come into force. Previously, at least one-quarter of directors of ABCA corporations had to be resident Canadians. Alberta has now joined BC, Quebec, the maritime provinces (other than Newfoundland) and the territories in no longer having any residency requirement for directors. These amendments also impact quorum requirements for board meetings and the composition of board committees. Corporations that have residency requirements in their bylaws may wish to amend those bylaws to take advantage of the new flexibility in the ABCA.
The federal and Ontario business corporations statutes still have a residency requirement. Note that amendments to the Ontario Business Corporations Act were passed in December to remove the requirements, but have not yet come into force.
Importantly, given that an ABCA corporation might have no directors located in Canada, all ABCA corporations are now required to appoint an agent for service who is a resident Albertan and to give notice of that appointment to the Registrar. Existing ABCA corporations have one year to make the filing. Otherwise, the corporation will not be able to file any further updates (such as a name change, amalgamation, etc.) and Alberta Corporate Registries will begin the process to strike the corporation.
Note that the bill to remove the director residency requirements (Bill 22) also contained amendments to the Partnership Act to greatly reduce the information required in a certificate of limited partnership. Those amendments have not yet come into force.
Publication
This newsletter will keep employers up to date on Canadian employment and labour developments and best practices.
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In this edition we provide a reminder of the main provisions and implications of the Terrorism (Protection of Premises) Act 2025 since its Royal Assent, and discuss the potential for a long-awaited strategic shift for infrastructure projects following the formation of the National Infrastructure and Service Transformation Authority. We also discuss the outcome and significance of an interesting court of appeal case considering boundary agreements and provide an update on recent tax events affecting the real estate sector.
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