This is why the government intends to use this reform to analyze the effect the Act may have on the incorporation and operation of SMEs and to assess the possibility of better adapting the Act to this clientele. [...] The provisions of the Act sometimes apply in the absence of any agreement between the parties (which is the case of most of the rules governing the existence of a legal person) and are sometimes of public policy, that is to say that it is impossible to derogate from them even if the parties agree to do so (this is the case with the rules governing the incorporation of legal persons). [...] The provisions of the Civil Code of Québec are supplementary law when it is necessary to complete the provisions of the legislation applicable to legal persons, in this case the Act and other legislation applicable to legal persons (for example: the Act respecting the legal publicity of sole proprietorships, partnerships and legal persons). [...] Working Paper Reform of the Companies Act 9 Among other features, the reform of the OBCA introduced the following amendments: ⎯ The obligation of residence which required 51% of directors of an Ontario company to reside in Canada, was reduced to 25% of the number of directors; ⎯ The rules concerning conflict of interest between directors and the company were amended. [...] Directors must now not only abstain from voting on the issues at the basis of the conflict of interest, but they must also leave the meeting of the board of directors for the duration of the discussion; ⎯ The defence of due diligence for directors has been broadened.