Annual meeting requirements under the OBCA (Ontario corporations)
Ontario corporations must hold an annual shareholders' meeting under OBCA s. 94 within 15 months of the previous meeting and within 6 months of the fiscal year end. The meeting can be replaced by unanimous written consent under OBCA s. 104.
| OBCA s. 94 | Annual meeting required |
|---|---|
| OBCA s. 104 | Resolution in lieu of meeting |
| OBCA s. 95-100 | Notice, quorum, voting procedures |
| Deadline | Within 15 months of previous AND within 6 months of fiscal year end |
| First meeting | Within 18 months of incorporation |
| Virtual meetings | Permitted under OBCA s. 94.1 (permanent reform since 2022) |
- Annual meeting under OBCA s. 94 within 15 months of previous and 6 months of fiscal year end
- First annual meeting within 18 months of incorporation
- Three required matters: director election, financial statements, auditor (or waiver under OBCA s. 148)
- Virtual meetings permitted as permanent reform under OBCA s. 94.1 (effective 2022)
- Replaceable by unanimous written consent of voting shareholders under OBCA s. 104
OBCA s. 94 deadline structure
Section 94 of the Business Corporations Act (Ontario) requires every Ontario corporation to hold an annual shareholders' meeting within 15 months of the previous annual meeting AND within 6 months of the fiscal year end. The 6-month deadline is usually the binding constraint. The first annual meeting must be held within 18 months of incorporation.
Virtual meetings under OBCA s. 94.1
Ontario made virtual annual meetings a permanent feature in 2022 under OBCA s. 94.1, codifying practices that emerged during the pandemic. The meeting can be held entirely electronically, partially electronically, or with electronic participation from some shareholders. Unlike BC's s. 174 (which requires article authorization), Ontario's s. 94.1 permits virtual meetings by default unless the articles or bylaws prohibit them. This is one of the most permissive virtual-meeting regimes in Canada.
Three required matters and the s. 104 written consent
The annual meeting addresses: (1) election of directors; (2) presentation of financial statements; (3) appointment of an auditor (with non-public-corporation waiver available under OBCA s. 148 on unanimous shareholder resolution). The meeting can be replaced by a written consent under OBCA s. 104, signed by all voting shareholders.
What's distinctive about Ontario
Ontario's permanent codification of virtual meetings under s. 94.1 (effective 2022) makes Ontario one of the most flexible Canadian jurisdictions for AGM conduct. The 6-month-after-fiscal-year-end deadline is the binding constraint for most corporations. The auditor-waiver under s. 148 is broadly used by closely-held corporations to avoid the cost and procedure of an annual audit. For corporations registered in Ontario and federally (CBCA), maintaining parallel records of the annual meeting under both statutes is standard practice.
Octelligence generates the annual unanimous written consent or meeting minutes for every corporation, with director election, financial statement approval, and auditor appointment or waiver pre-formatted.
See Digital Corporate RecordsTracked deadlines, jurisdiction-specific templates, electronic written consents, and a complete minute book record.