Saskatchewan is modernizing is business corporations legislation to allow Saskatchewan corporations to use and integrate electronic documents and communications technologies in their business practices.
In this third part of this blog series that examines key features of The Business Corporations Act, 2021 (the “New SBCA”), we will discuss the expanded use of electronic documents and communication technologies.
In our first blog, we noted that the New SBCA comes into force on Sunday, March 12, 2023. The New SBCA will replace The Business Corporations Act (Saskatchewan) (the “Old SBCA”), which has been the law in Saskatchewan for over 40 years. The New SBCA will modernize corporate legislation in Saskatchewan by, among other things, reducing red tape for businesses operating in Saskatchewan and creating create efficiencies by expressly allowing for the use of modern technologies to better reflect current business practices. Our second blog discussed changes that apply to fiduciary obligations of directors and officers of a corporation.
The increased use and integration of electronic documents and communication technologies is a welcome change for Saskatchewan businesses adapting to the modern business landscape. The importance and urgency of these changes was prevalent during the COVID-19 pandemic when businesses were required to apply pre-pandemic legislation to work-from-home environments and virtual corporate governance practices. It became apparent that a modernization effort was required when corporate actors had difficulty determining whether business-defining and time-sensitive corporate actions administered during the COVID-19 pandemic were ineffective under the Old SBCA due to their use of and reliance upon electronic documents and communication technologies.
As part of the modernization effort, the New SBCA will include:
- a provision defining “document” as including information that is submitted in an electronic form;
- a provision expressly authorizing the use of electronic signatures for signing written resolutions, a practice that under the Old SBCA relies on The Electronic Information and Documents Act, 2000 (Saskatchewan);
- a provision authorizing a corporation to provide electronic copies of corporate records or lists of shareholders to fulfill a shareholder request to examine corporate records or receive a list of shareholders;
- a provision providing that notice of a shareholders’ meeting may be made by posting the relevant notice and records on a website or internet file-hosting service accessible by shareholders, if certain requirements are met; and
- a provision authorizing that shareholder voting can occur at meetings held entirely by telephonic means, electronic means or via other communication facilities, if compliant with the articles of the corporation and Saskatchewan securities laws and regulations.
The amendments will clarify the use of electronic documents and communication technologies in managing the day-to-day operations of corporations operating in Saskatchewan, and facilitating director, officer and shareholder decision-making.
Your corporation’s articles and bylaws may require amendments in order to take advantage of these provisions of the New SBCA allowing for the expanded use of electronic documents and communication technologies.
The New SBCA will become law in Saskatchewan on Sunday, March 12, 2023. If you would like to learn more about the use of electronic documents and communication technologies under the New SBCA, the Saskatchewan corporate governance team at MLT Aikins would be happy to provide you with assistance.
Note: This article is of a general nature only and is not exhaustive of all possible legal rights or remedies. In addition, laws may change over time and should be interpreted only in the context of particular circumstances such that these materials are not intended to be relied upon or taken as legal advice or opinion. Readers should consult a legal professional for specific advice in any particular situation.