Section 1 (1) definition of "memorandum" BEFORE amended by 2004-62-1, effective October 21, 2004 (Royal Assent).
"memorandum" means, in relation to a pre-existing company, the record that constituted the company's memorandum under the Companies Act, 1996;
Section 1 (1) definition of "limited liability company", paragraph (d) BEFORE amended by 2004-38-17, effective January 17, 2005 (BC Reg 535/2004).
(d) is not a partnership or a limited partnership;
Section 1 (1) definition of "foreign corporation", subparagraph (d) (iii) BEFORE amended by 2006-12-1(a), effective March 30, 2006 (Royal Assent).
(iii) the result of an amalgamation under Division 4 of Part 9 or a similar process, or of an amalgamation or similar process in a jurisdiction other than British Columbia;
Section 1 (1) definition of "foreign entity", paragraph (c) was added by 2006-12-1(b), effective March 30, 2006 (Royal Assent).
Section 1 (1) definition of "shareholder", paragraph (c) was added by 2006-12-2(a), effective June 23, 2006 (BC Reg 179/2006).
Section 1 (1) definition of "special rights or restrictions" BEFORE amended by 2006-12-2(b), effective June 23, 2006 (BC Reg 179/2006).
"special rights or restrictions", in relation to shares of a company, includes special rights and restrictions, whether preferred, deferred or otherwise, and whether in regard to redemption or return of capital, conversion into or exchange for the same or any other number of any other kind, class or series of securities of the company or of any other corporation, dividends, voting, nomination or appointment of directors or other control, or otherwise, and for the purposes of this definition the words "special rights" and the word "restrictions", when used in this Act, whether together or separately, have a corresponding meaning;
Section 1 (1) definition of "special separate resolution", paragraph (a) BEFORE amended by 2006-12-2(c), effective June 23, 2006 (BC Reg 179/2006).
(a) a resolution passed at a class meeting or series meeting under the following circumstances:
(i) notice of the meeting specifying the intention to propose the resolution as a special separate resolution is sent to all shareholders holding shares of that class or series of shares at least the prescribed number of days before the meeting;
(ii) the majority of the votes cast by shareholders voting shares of the class or series of shares is cast in favour of the resolution;
(iii) the majority of votes cast in favour of the resolution constitutes at least
(A) the majority of votes that the memorandum or articles specify is required for shareholders holding shares of that class or series of shares to pass a special separate resolution, if that specified majority is at least 2/3 and not more than 3/4 of the votes cast on the resolution, or
(B) if the memorandum or articles do not contain a provision contemplated by clause (A), 2/3 of the votes cast on the resolution or, if the company is a pre-existing company that has not complied with section 370 (1) (a) or 436 (1) (a) or that has a notice of articles that reflects that the Pre-existing Company Provisions apply to the company, 3/4 of the votes cast on the resolution, or
Section 1 (1) definition of "charter", paragraphs (a) and (b) BEFORE amended by 2007-7-1, effective July 1, 2007 (BC Reg 202/2007).
(a) the corporation's articles, notice of articles or memorandum, regulations, bylaws or agreement or deed of settlement, and every alteration to them, and
(b) if the corporation was incorporated, continued or converted by or under, or if the corporation resulted from an amalgamation under, an Act, statute, ordinance, letters patent, certificate, declaration or other equivalent instrument or provision of law, that record and every alteration to it applying to the corporation;
Section 1 (1) definitions "limited company" and "unlimited liability company" were added by 2007-7-2, effective October 29, 2007 (BC Reg 314/2007).
Section 1 (1) definition "extraprovincial company" BEFORE amended by 2008-39-7, effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by (BC Reg 132/2009)].
"extraprovincial company" means a foreign entity, registered under section 377 as an extraprovincial company or under section 379 as an amalgamated extraprovincial company, and includes a pre-existing extraprovincial company;
Section 1 (1) definitions of "commission", "financial institution", "insurance company", "pre-existing insurance company", "pre-existing trust company", "superintendent" and "trust company" were added by 2011-29-1(a), effective November 1, 2012 (BC Reg 208/2012).
Section 1 (1) definitions of "company", "insolvent", "pre-existing company" and "pre-existing reporting company" BEFORE amended by 2011-29-1(b), effective November 1, 2012 (BC Reg 208/2012).
"company" means a corporation, recognized as a company under this Act or a former Companies Act, that has not, since its most recent recognition or restoration as a company, ceased to be a company;
"insolvent", except in section 313, means, in relation to a company, unable to pay the company's debts as they become due in the ordinary course of its business;
"pre-existing company" means a company that was recognized as a company under a former Companies Act;
"pre-existing reporting company" means a corporation that was, immediately before the coming into force of this Act, a reporting company within the meaning of the Company Act, 1996, but does not include
(a) a reporting issuer,
(b) a reporting issuer equivalent, or
(c) a corporation within a prescribed class of corporations;
Section 1 (1) definition of "court" BEFORE amended by 2012-12-1(b), effective November 1, 2012 (BC Reg 301/2012).
"court", except in sections 118, 124 (2) (b), 246 (f), 277 (3) (b) (iii), 404 (1) and 429 (2), means the Supreme Court and, in sections 118, 124 (2) (b), 246 (f), 277 (3) (b) (iii), 404 (1) and 429 (2), includes the Supreme Court;
Section 1 (1) definition of "spouse", paragraph (b) BEFORE amended by 2011-25-282, effective March 18, 2013 (BC Reg 131/2012).
(b) is living and cohabiting with another person in a marriage-like relationship, including a marriage-like relationship between persons of the same gender;
Section 1 (1) definitions of "community contribution company" and "community contribution report" were added by 2012-12-1(a), effective July 29, 2013 (BC Reg 71/2013).
Section 1 (1) definitions of "foreign entity" and "special Act corporation" BEFORE amended by 2015-18-263, effective November 28, 2016 (BC Reg 216/2015).
"foreign entity" means
(b) a limited liability company, or
(c) an extraprovincial society, within the meaning of the Society Act, that,
(i) under section 191 of the Financial Institutions Act, is deemed to have a business authorization, or
(ii) under section 193 (2) of the Financial Institutions Act, is ordered by the Financial Institutions Commission to apply for a business authorization;
"special Act corporation" means a corporation, incorporated by an Act, that has not been recognized as a company;
Section 1 (1) definition of "Authority" was added by 2019-39-124(a), effective November 1, 2019 [retro from November 28, 2019 (Royal Assent)].
Section 1 (1) definition of "commission" BEFORE repealed by 2019-39-124(b), effective November 1, 2019 [retro from November 28, 2019 (Royal Assent)].
"commission" has the same meaning as in the Financial Institutions Act;
Section 1 (1) definitions of "benefit company", "benefit provision", "benefit report" and "benefit statement" were added by 2019-20-1, effective June 30, 2020 (BC Reg 105/2020).
Section 1 (1) definition of "transparency register" was added by 2019-15-1, effective October 1, 2020 (BC Reg 77/2020, repealing BC Reg 209/2019).
Section 1 (1) definitions of "electronic meeting", "fully electronic meeting" and "partially electronic meeting" were added by 2021-14-1, effective May 20, 2021 (Royal Assent).
Section 4 (1) BEFORE amended by 2011-29-3, effective November 1, 2012 (BC Reg 208/2012).
(1) Unless the Act by which a special Act corporation was incorporated provides otherwise, a special Act corporation incorporated after September 30, 1973 and any other special Act corporation to which the Company Clauses Act applied before its repeal is subject to the following:
Section 4 (3) BEFORE repealed by 2011-29-3, effective November 1, 2012 (BC Reg 208/2012).
(3) The Company Act, 1996 remains in force for the purpose of any references to that Act that are
(a) found in the Act of incorporation for a special Act corporation referred to in subsection (1), and
(b) applicable to that corporation.
Section 7 (1) (part) BEFORE amended by 2007-14-76, effective December 1, 2007 (BC Reg 354/2007).
(1) Unless this Act provides otherwise, a record required or permitted by this Act, the regulations or the memorandum or articles of a company to be sent by or to a person may be sent
Section 7 (4) (b) BEFORE amended by 2007-14-76, effective December 1, 2007 (BC Reg 354/2007).
(b) extend the time within which the record may be sent, but no extension of time under this paragraph affects the right of the person sending the record to send the record within the time specified by this Act, the regulations or the memorandum or articles, as the case may be.
Section 7 (4) BEFORE amended by 2007-14-218,Sch, effective December 1, 2007 (BC Reg 354/2007).
(4) Unless this Act, the regulations or the memorandum or articles of a company provide otherwise, any person who has a right under this Act, the regulations or the memorandum or articles to receive a record may, by providing a written notice to the person from whom the record is to be received,
Section 10 (3) (d) (ii) BEFORE amended by 2007-7-3, effective October 29, 2007 (BC Reg 314/2007).
(ii) if a name is not reserved, a statement that the name by which the company is to be incorporated is the name created by adding "B.C. Ltd." after the incorporation number of the company, and
Section 10 (3) (d) (ii) (A) BEFORE amended by 2012-12-2, effective July 29, 2013 (BC Reg 71/2013).
(A) in the case of a limited company, by adding "B.C. Ltd." after the incorporation number of the company, or
Section 11 (h) BEFORE amended by 2004-62-2, effective October 21, 2004 (Royal Assent).
(h) set out, in respect of each class and series of shares, whether there are special rights or restrictions attached to the shares of that class or series of shares and, if there are or were special rights or restrictions, set out the date of each resolution altering those special rights or restrictions that was passed after, and the date of each court order altering those special rights or restrictions that was made after, the later of
(i) the day on which this Act comes into force, and
(ii) the date on which the company is recognized under this Act.
Section 11 (h) BEFORE amended by 2006-12-3, effective June 23, 2006 (BC Reg 179/2006).
(h) set out, in respect of each class and series of shares, whether there are special rights or restrictions attached to the shares of that class or series of shares and, if there are or were special rights or restrictions, set out the date of each resolution altering those special rights or restrictions that was passed after, and the date of each court order altering those special rights or restrictions that was made after,
(i) if the company is a pre-existing company, the day on which this Act comes into force, or
(ii) if the company is not a pre-existing company, the date on which the company is recognized under this Act.
Section 13 (3) (a) (ii) BEFORE amended by 2004-62-3, effective October 21, 2004 (Royal Assent).
(ii) a certified copy of the incorporation application and a certified copy of the notice of articles,
Section 18 BEFORE amended by 2004-62-4, effective October 21, 2004 (Royal Assent).
18 Whether or not the requirements precedent and incidental to incorporation have been complied with, a notation in the corporate register that a company has been incorporated is conclusive evidence for the purposes of this Act and for all other purposes that the company has been duly incorporated on the date and time shown in the corporate register.
Section 21 (1) (part) BEFORE amended by 2007-7-4, effective July 1, 2007 (BC Reg 202/2007).
(1) Subject to this Division, a company recognized under this Act has as its name, on its recognition,
Section 21 (2) BEFORE amended by 2007-7-5, effective October 29, 2007 (BC Reg 314/2007).
(2) Subsection (1) does not apply to a company that is recognized as a result of an amalgamation to which section 273, 274 or 275 (2) (b) (i) (A) applies.
Section 21 (1) (b) BEFORE amended by 2012-12-2, effective July 29, 2013 (BC Reg 71/2013).
(b) in any other case, the name created by adding "B.C. Ltd." after the incorporation number of the company.
Section 22 (5) BEFORE amended by 2007-7-6, effective July 1, 2007 (BC Reg 202/2007).
(5) A name that the registrar for good and valid reasons disapproves contravenes the requirements of this Division.
Section 23 (1) BEFORE amended by 2007-7-7, effective October 29, 2007 (BC Reg 314/2007).
(1) A company must have the word "Limited", "Limitée", "Incorporated", "Incorporée" or "Corporation" or the abbreviation "Ltd.", "Ltée", "Inc." or "Corp." as part of and at the end of its name.
Section 24 (1) BEFORE amended by 2004-49-70, effective September 1, 2004.
(1) A person must not use in British Columbia any name of which "limited", "limitée", "incorporated", "incorporée", "corporation" or "international financial business", or any abbreviation of them, is a part unless
Section 25 (1) (part) BEFORE amended by 2007-7-9, effective July 1, 2007 (BC Reg 202/2007).
(1) Subject to this Division, the name of a company must be in one or both of
Section 26 (1) BEFORE amended by 2021-24-75, effective October 28, 2021 (Royal Assent).
(1) If the name of a foreign entity contravenes any of the prescribed requirements or any of the other requirements set out in this Division, the foreign entity must, if it wishes to be registered as an extraprovincial company, reserve an assumed name and section 22 applies.
Section 28 (1) BEFORE amended by 2007-7-10, effective October 29, 2007 (BC Reg 314/2007).
(1) If, for any reason, the name of a company contravenes any of the prescribed requirements or any of the other requirements set out in this Division, the registrar may, in writing and giving reasons, order the company to change its name, and section 263 applies.
Section 28 (1) (c) BEFORE amended by 2012-12-3, effective July 29, 2013 (BC Reg 71/2013).
(c) any of the requirements set out in section 51.21,
Section 29 (3) BEFORE repealed by 2004-49-71, effective September 1, 2004.
(3) The registrar may, in writing, and giving reasons, order a company to change its name to one that does not include the words "International Financial Business" or the abbreviation "I.F.B." if the superintendent, as defined under the International Financial Business Act, informs the registrar that the company is not licensed under the International Financial Business Act.
Section 29 (1) BEFORE amended by 2011-29-4, effective November 1, 2012 (BC Reg 208/2012).
(1) If the Superintendent of Financial Institutions notifies the registrar of the superintendent's disapproval of the name of a captive insurance company, the registrar may, in writing, and giving reasons, order the company to change its name to one that meets the approval of both the registrar and the superintendent.
Section 32 (a) BEFORE amended by 2006-12-4, effective June 23, 2006 (BC Reg 179/2006).
(a) to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside British Columbia to the extent that the laws of that jurisdiction permit, and
Section 37 (3) BEFORE amended by 2004-62-5, effective October 21, 2004 (Royal Assent).
(3) After a change of address under section 35 or 36 takes effect, the registrar must furnish to the company,
Section 39 (1) (b) BEFORE amended by 2004-62-6, effective October 21, 2004 (Royal Assent).
(b) who is authorized by the company to maintain the registered office of the company at the person's residence or place of business.
Section 39 (2) BEFORE amended by 2004-62-6, effective October 21, 2004 (Royal Assent).
(2) An applicant agent who maintains the registered office of a company at the person's residence or place of business may apply to the registrar, in an application to transfer registered office in the form established by the registrar, to transfer the location of the registered office to the British Columbia residence of a director or officer of the company.
Section 41 (1) (b) BEFORE amended by 2004-62-6, effective October 21, 2004 (Royal Assent).
(b) who is authorized by the company to maintain the records office of the company at the person's residence or place of business.
Section 41 (2) BEFORE amended by 2004-62-6, effective October 21, 2004 (Royal Assent).
(2) An applicant agent who maintains the records office of a company at the person's residence or place of business may apply to the court to transfer the location of the records office to the British Columbia residence of a director or officer of the company if, at least 21 days before filing the application with the court, the applicant agent provides to that director or officer a notice in writing
Section 41.1 was enacted by 2019-15-2, effective October 1, 2020 (BC Reg 77/2020, repealing BC Reg 209/2019).
Section 42 (2) (e) (ii) BEFORE amended by 2004-62-7, effective October 21, 2004 (Royal Assent).
(ii) subject to subsection (3) of this section and unless kept elsewhere in the manner provided by section 69 or 79 of the Company Act, 1996, each of its register of allotments, its register of transfers, its register of members, its register of debentures and its register of debentureholders, and
Section 42 (1) (b) BEFORE repealed by 2006-12-5(a), effective June 23, 2006 (BC Reg 179/2006).
(b) if the registrar has furnished to the company one or more certified copies of records in fulfillment of a requirement under this Act to do so, other than in response to a request by the company for the certified copy, or has furnished one or more confirmations under section 37 (3) (b), 39 (8) (a) (ii), 40 (8) (b), 41 (9) (b) or 127 (3) (b), each of those certified copies or confirmations;
Section 42 (1) (d) (ii) BEFORE amended by 2006-12-5(b), effective June 23, 2006 (BC Reg 179/2006).
(ii) keep at its records office a notice identifying the mailing address and delivery address of the location at which that register is kept;
Section 42 (1) (q.1) and 42 (1) (r) (v) were added by 2012-12-4(a) and (b), effective July 29, 2013 (BC Reg 71/2013).
Section 42 (2) (a) (i) (A) BEFORE amended by 2015-18-265, effective November 28, 2016 (BC Reg 216/2015).
(A) the set of articles referred to in section 16, 267, 282 (1) (c) or 307, as the case may be, that apply to the company on its recognition, or
Section 42 (1) (c) (v) BEFORE amended by 2019-39-125, effective November 1, 2019 [retro from November 28, 2019 (Royal Assent)].
(v) in the case of a financial institution, each order made by the superintendent or the commission unless the superintendent or the commission in that order or in another order, orders that that order need not be kept at the records office;
Section 43 (2) BEFORE amended by 2006-12-6, effective June 23, 2006 (BC Reg 179/2006).
(2) Despite section 42 but subject to section 111 (4), a company may keep all or any of the records referred to in section 42 (1) and (2) at a location other than the records office so long as those records are
(a) kept in a prescribed form, and
(b) available for inspection and copying in accordance with sections 46 and 48 during statutory business hours at the records office by means of a computer terminal or other electronic technology.
Section 43 (1) BEFORE amended by 2012-12-5, effective July 29, 2013 (BC Reg 71/2013).
(1) Despite section 42 but without limiting subsection (2) of this section, records referred to in section 42 (1) (i), (j), (k), (l), (m), (n), (o), (p), (q) or (r) (ii), (iii) or (iv) or (2) (c), (d), (e) (ii) or (iii) or (f) (ii), (iii), (v) or (vi) may, after 7 years from the date on which they were received for deposit at the records office, be kept by the company at a location other than the records office so long as those records can be produced from that other location by the person who maintains the records office for the company on 48 hours' notice, not including Saturdays and holidays.
Section 43 (1) BEFORE amended by 2019-20-3, effective June 30, 2020 (BC Reg 105/2020).
(1) Despite section 42 but without limiting subsection (2) of this section, records referred to in section 42 (1) (i), (j), (k), (l), (m), (n), (o), (p), (q), (q.1) or (r) (ii), (iii), (iv) or (v) or (2) (c), (d), (e) (ii) or (iii) or (f) (ii), (iii), (v) or (vi) may, after 7 years from the date on which they were received for deposit at the records office, be kept by the company at a location other than the records office so long as those records can be produced from that other location by the person who maintains the records office for the company on 48 hours' notice, not including Saturdays and holidays.
Section 44 (3) BEFORE amended by 2007-7-11, effective July 1, 2007 (BC Reg 202/2007).
(3) The person who maintains the records office for the company must note on each record received for deposit at the company's records office the date and time on which that record is received for deposit if that record is one that the company is, under section 42, required to keep at its records office.
Section 45 (1) BEFORE amended by 2015-18-266, effective November 28, 2016 (BC Reg 216/2015).
(1) If the court is satisfied that a record that was or that should have been deposited in the records office of a company has been destroyed or is lost, the court may, on the application of an interested person, make the order it considers appropriate and may, without limitation,
(a) make a declaration as to what was contained in the record,
(b) declare the record to have existed with full legal effect from the date and time that the company was recognized or from any other date and time that the court may order, and
(c) if a declaration is made under paragraph (a) in respect of the contents of a record, order that some or all of those contents
(i) apply to a person or to an event, or
(ii) do not apply to a person or to an event, whether or not those contents would have applied to the person or the event on or after the date ordered by the court under paragraph (b).
Section 46 (5) BEFORE amended by 2004-62-8(a), effective October 21, 2004 (Royal Assent).
(5) In the case of a company that is not one referred to in subsection (4) of this section, on payment of the prescribed fee to the person who maintains the records office for the company, any person may inspect all of the records that the company is required to keep under section 42, other than the records referred to in section 42 (1) (i) to (q) and (r) (ii) to (iv).
Section 46 (6) BEFORE amended by 2004-62-8(b), effective October 21, 2004 (Royal Assent).
(6) Despite subsections (1) to (5) of this section but without limiting any obligation to pay the fee required under this section, a person may inspect a record kept by a company under section 42 (2) (c), (d), (e) (ii) or (iii) or (f) (ii), (iii), (v) or (vi) only if and to the extent that,
Section 46 (4) BEFORE amended by 2011-29-7, effective November 1, 2012 (BC Reg 208/2012).
(4) Any person may, without charge, inspect all of the records that a company is required to keep under section 42, other than the records referred to in section 42 (1) (l) to (o) and (r) (iii), if the company is a public company or a pre-existing reporting company.
Section 46 (4) BEFORE amended by 2012-12-6, effective July 29, 2013 (BC Reg 71/2013).
(4) Any person may, without charge, inspect all of the records that a company is required to keep under section 42, other than the records referred to in section 42 (1) (l) to (o) and (r) (iii), if the company is a public company, a financial institution or a pre-existing reporting company.
Section 46 (5) BEFORE amended by 2019-20-4(b), effective June 30, 2020 (BC Reg 105/2020).
(5) In the case of a company that is not one referred to in subsection (4) of this section, on payment, to the person who maintains the records office for the company, of the inspection fee, if any, set by that person or by the company, which fee must not exceed the prescribed fee, any person may inspect all of the records that the company is required to keep under section 42, other than the records referred to in section 42 (1) (i) to (q) and (r) (ii) to (iv).
Section 47 (1) (b) BEFORE amended by 2004-62-9(a), effective October 21, 2004 (Royal Assent).
(b) for an applicant other than one to whom section 46 (1), (2), (3) or (4) applies, payment of the prescribed fee charged for that inspection by the person having custody or control of the register.
Section 47 (2) BEFORE amended by 2004-62-9(b), effective October 21, 2004 (Royal Assent).
(2) A person must not use the information and extracts obtained from, and any copies of, the central securities register except in connection with an effort to
Section 47 BEFORE repealed by 2006-12-7, effective June 23, 2006 (BC Reg 179/2006).
Inspection of central securities registers
47 (1) Despite section 46, a person, other than a current director of a company, seeking to inspect the central securities register of the company must, before exercising the person's right to inspection under section 46, provide the following to the person who has custody or control of that register unless excused from doing so by the company:
(a) an affidavit of the person seeking to inspect the register,
(i) stating the name and mailing address of the applicant or, if the applicant is a corporation, its name and the mailing address, and, if different, the delivery address, of its registered office or equivalent, and
(ii) stating that any information and extracts obtained from, and any copies of, the register will not be used except as permitted under subsection (2) of this section;
(b) for an applicant other than one to whom section 46 (1), (2), (3) or (4) applies, payment, to the person having custody or control of the register, of the inspection fee, if any, set by that person or by the company, which fee must not exceed the prescribed fee.
(2) A person who provides an affidavit under subsection (1) of this section must not use the information and extracts obtained from, and any copies of, the central securities register except in connection with an effort to
(a) influence the voting of shareholders of the company at any meeting of shareholders,
(b) acquire or sell securities of the company,
(c) effect an amalgamation or a similar process involving the company or a reorganization of the company, or
(d) call a meeting under section 167 (8) or 322 (4).
Section 48 (1) BEFORE amended by 2004-62-10, effective October 21, 2004 (Royal Assent).
(1) If a person who is entitled under section 46 or 47 to inspect a record requests a copy of that record and pays any fee prescribed in relation to that copy, the person who has custody or control of that record must provide, in accordance with subsection (3) of this section, a copy of that record to that person
Section 48 (1) BEFORE amended by 2006-12-8, effective June 23, 2006 (BC Reg 179/2006).
(1) If a person who is entitled under section 46 or 47 to inspect a record requests a copy of that record and pays, to the person having custody or control of that record, the copying fee, if any, set by that person or by the company, which fee must not exceed the prescribed fee, the person who has custody or control of that record must provide, in accordance with subsection (3) of this section, a copy of that record to the requesting person
Section 49 (8) (b) BEFORE amended by 2006-12-9, effective June 23, 2006 (BC Reg 179/2006).
(b) may, in any other case, be provided to the applicant by making it available for pick-up at the office at which the central securities register is kept.
Section 50 (1) BEFORE amended by 2006-12-10, effective June 23, 2006 (BC Reg 179/2006).
(1) A person who claims to be entitled under section 46, 47, 48 or 49 to obtain a list, to inspect a record or to receive a copy of a record, may apply in writing to the registrar for an order under subsection (2) of this section if that person is not provided with the list, given access to the record or provided with a copy of the record.
Section 50 BEFORE amended by 2021-24-76, effective May 4, 2023 (BC Reg 114/2023).
Remedies on denial of access or copies
50 (1) A person who claims to be entitled under section 46, 48 or 49 to obtain a list, to inspect a record or to receive a copy of a record, may apply in writing to the registrar for an order under subsection (2) of this section if that person is not provided with the list, given access to the record or provided with a copy of the record.
(2) If, on the application of a person referred to in subsection (1), it appears to the registrar that the company, the person who maintains the records office for the company or the person who has custody or control of its central securities register has, contrary to this Division, failed to provide a list to the applicant, give the applicant access to a record or provide the applicant with a copy of a record, the registrar may order the company to provide to the registrar whichever of the following the company considers appropriate:
(a) the list or a certified copy of the record;
(b) an affidavit of a director or officer of the company setting out why the applicant is not entitled to obtain
(ii) access to or a copy of the record.
(a) set out in any order made under subsection (2) an explanation of the basis on which the applicant claims to be entitled to obtain the list, access to the record or a copy of the record, and
(b) furnish a copy of that order to the company and the applicant.
(4) The company referred to in an order made under subsection (2) must comply with that order within 15 days after the date of the order.
(5) If the company provides a list or a certified copy of a record to the registrar under subsection (2) (a), the registrar must furnish the list or the certified copy of the record to the applicant.
(6) If the company provides an affidavit of a director or officer to the registrar under subsection (2) (b), the registrar must furnish the affidavit to the applicant.
(7) An applicant under subsection (1) may, on notice to the company, apply to the court for an order that the applicant be provided with a list, access to a record or a copy of a record, if
(a) an affidavit respecting the list or record is furnished to the applicant by the registrar under subsection (6), or
(b) the company fails to comply with subsection (4).
(8) Without limiting the power of the registrar under section 422 (1) (c), the court may, on an application under subsection (7) of this section, make the order it considers appropriate and may, without limitation, do one or more of the following:
(a) make an order that a list or access to a record be provided to the applicant, or that a certified copy of a record be provided to the applicant, within the time specified by the order;
(b) make an order directing the company to do one or both of the following:
(i) change the location of the records office of the company to a location that the court considers appropriate;
(ii) replace the person who maintains the records office for the company or who has custody or control of its central securities register;
(c) order the company to pay to the applicant damages in an amount that the court considers appropriate;
(d) order the company, the person who maintains the records office for the company or the person who has custody or control of its central securities register or some or all of them to pay to the applicant the applicant's costs of and related to the application.
(9) An order may be made under subsection (8) in addition to a legal proceeding, conviction or penalty for an offence under Division 4 of Part 12.
Part 2.1, sections 51.1 to 51.9 were enacted by 2007-7-13, effective October 29, 2007 (BC Reg 314/2007).
Part 2.2, sections 51.91 to 51.99 were enacted by 2012-12-8, effective July 29, 2013 (BC Reg 71/2013).
Section 51.91 (1) definition of "qualified entity", paragraph (b) BEFORE amended by 2015-18-267, effective November 28, 2016 (BC Reg 216/2015).
(b) a registered charity as defined in section 248 (1) of the Income Tax Act (Canada), or
Section 51.95 (4) BEFORE amended by 2015-18-268, effective November 28, 2016 (BC Reg 216/2015).
(4) On the dissolution of a community contribution company, any asset that was held by the company in joint tenancy is deemed to be held by the company and the other joint tenant as tenants in common.
Section 51.96 (2) (part) BEFORE amended by 2021-14-2, effective May 20, 2021 (Royal Assent).
(2) The directors of a community contribution company must annually produce and publish, at or before the date in each year by which the annual general meeting is required to be held under section 182 (1), a report that discloses, in the prescribed manner, the following in relation to the company's most recently completed financial year:
Part 2.3, sections 51.991 to 51.995, was enacted by 2019-20-5, effective June 30, 2020 (BC Reg 105/2020).
Section 51.994 (3) (part) BEFORE amended by 2021-14-3, effective May 20, 2021 (Royal Assent).
(3) On or before each annual reference date for the company, the directors of a benefit company must produce and publish a report that discloses in the prescribed manner the following in relation to the company's most recently completed financial year:
Section 54 (1) (n) BEFORE amended by 2004-62-11, effective October 21, 2004 (Royal Assent).
(n) otherwise alter its authorized share structure when required or permitted to do so by this Act.
Section 58 (4) BEFORE amended by 2007-7-14, effective July 1, 2007 (BC Reg 202/2007).
(4) Nothing in this Act prevents the same special rights or restrictions being attached to shares of more than one class or series of shares.
Section 60 (1) (b) (i) BEFORE amended by 2006-12-11(a), effective June 23, 2006 (BC Reg 179/2006).
(i) determine the maximum number of shares of any of those series of shares that the company is authorized to issue, determine that there is no maximum number or alter any determination made under this subparagraph, and authorize the alteration of the notice of articles accordingly;
Section 60 (1) (b) (ii) BEFORE amended by 2006-12-11(b), effective June 23, 2006 (BC Reg 179/2006).
(ii) alter the articles, and authorize the alteration of the notice of articles, to create an identifying name by which the shares of any of those series of shares may be identified or to alter any identifying name created under this subparagraph;
Section 60 (1) (b) (iii) BEFORE amended by 2006-12-11(c), effective June 23, 2006 (BC Reg 179/2006).
(iii) alter the articles, and authorize the alteration of the notice of articles, to attach special rights or restrictions to the shares of any of those series of shares or to alter any such special rights or restrictions.
Section 68 (1) (a) (i) BEFORE amended by 2006-12-12, effective June 23, 2006 (BC Reg 179/2006).
(i) a provision, applicable to the company, of this Act, a former Companies Act or any other Act, or
Section 68 (2) (a) (ii) BEFORE amended by 2006-12-12, effective June 23, 2006 (BC Reg 179/2006).
(ii) an order that confirms the terms of the allotment or issue of those shares as if the terms of the allotment or issue were consistent with a provision, applicable to the company, of this Act, a former Companies Act or any other Act or with the company's notice of articles or memorandum, as the case may be, and articles, or
Section 71 BEFORE amended by 2016-5-39,Sch 1, effective March 10, 2016 (Royal Assent).
Discharge for payment
71 The negotiation of a cheque by, or the acknowledgment of receipt by, a shareholder of a company is a valid discharge to the company for a dividend or sum paid or property transferred by the company in respect of a share registered in the name of that person, and the company is not bound to see to the execution of a trust, express, implied or constructive, concerning shares of the company.
Section 74 (1) (b) BEFORE amended by 2006-12-13(a), effective June 23, 2006 (BC Reg 179/2006).
(b) if the capital is reduced to an amount that is not less than the realizable value of the company's assets less its liabilities, by a special resolution or court order.
Section 75 (a) BEFORE amended by 2006-12-14, effective June 23, 2006 (BC Reg 179/2006).
(a) redeem or purchase shares under section 77 or 227 (3) (g) or under Division 2 of Part 8;
Section 87 (1) BEFORE amended by 2007-7-16, effective October 29, 2007 (BC Reg 314/2007).
(1) No shareholder of a company is personally liable for the debts, obligations, defaults or acts of the company.
Section 89 (1) BEFORE amended by 2007-7-17, effective October 29, 2007 (BC Reg 314/2007).
(1) For the purposes of the Bankruptcy and Insolvency Act (Canada) and the Winding-up and Restructuring Act (Canada), the liability of any former or present shareholder who is liable to contribute to the assets of the company is limited to the lesser of
Section 107 BEFORE re-enacted by 2007-7-18, effective July 1, 2007 (BC Reg 202/2007).
Right to share certificate
107 Subject to section 108, a shareholder is entitled, on request and at the shareholder's option, to receive, without charge, one of the following from a company in respect of the shares of the company of which the person is the shareholder:
(a) a share certificate in a form that complies with this Act and with the memorandum and articles;
(b) a non-transferable written acknowledgement of the shareholder's right to obtain such a certificate.
Section 107 (3) BEFORE amended by 2023-10-33, effective March 30, 2023 (Royal Assent).
(3) Subject to section 108, unless the shares of which a shareholder is the registered owner are uncertificated shares, the shareholder is entitled, on request and at the shareholder's option, to receive, without charge, one of the following from the company in respect of his or her shares:
(a) a share certificate in a form that complies with this Act and with the company's charter;
(b) a non-transferable written acknowledgement of the shareholder's right to obtain such a certificate.
Section 109 BEFORE re-enacted by 2007-10-107, effective July 1, 2007 (BC Reg 128/2007).
Lost or destroyed certificate
109 If a share certificate of a company is worn out, defaced, lost or destroyed, it may be renewed on payment of the charge, not exceeding the prescribed amount, and on the terms for evidence and indemnity
(a) that the articles require, or
(b) in the absence of a provision in the articles, that the directors determine.
Section 111 (4) BEFORE amended by 2006-12-15(a), effective June 23, 2006 (BC Reg 179/2006).
(4) A company must maintain its central securities register at its records office or at any other location in British Columbia designated by the directors, and may maintain branch securities registers at any locations inside or outside British Columbia designated by the directors.
Section 114 BEFORE repealed by 2007-10-107, effective July 1, 2007 (BC Reg 128/2007).
Instrument of transfer
114 Despite the memorandum and articles of a company, a company must not register a transfer of shares unless a proper instrument of transfer has been provided to the company but
(a) an instrument of transfer is not required for the company to register a transmission of shares under section 119, and
(b) nothing in this section requires that an instrument of transfer be provided in relation to
(i) an involuntary transfer including, without limitation, in relation to a transfer effected under section 244 (3) or 300 (7), or
(ii) a redemption.
Section 115 (1) BEFORE amended by 2007-10-108, effective July 1, 2007 (BC Reg 128/2007).
(1) Despite the memorandum or articles of a company, the personal or other legal representative or trustee in bankruptcy of a shareholder, although not registered as a shareholder, has the rights, privileges and obligations that attach to the shares held by the shareholder, if the records required by section 118 are provided to the company.
Section 116 BEFORE repealed by 2007-10-109, effective July 1, 2007 (BC Reg 128/2007).
Transfer by personal representative
116 A transfer of the share or other interest of a shareholder made by a person who is the personal or other legal representative or trustee in bankruptcy of a shareholder is, although that person is not himself or herself a shareholder, as valid as if that person had been a shareholder at the time of the execution of the instrument of transfer.
Section 117 BEFORE amended by 2006-12-16, effective June 23, 2006 (BC Reg 179/2006).
117 Subject to this Act and to the memorandum and articles of a company, the company, on the application of the transferor or transferee of a share of the company, must enter the name of the transferee in its central securities register.
Section 118 BEFORE re-enacted by 2007-10-109, effective July 1, 2007 (BC Reg 128/2007).
Documents for transmission
118 A person applying to a company or its transfer agent to effect a transmission of shares or other securities must provide
(a) a declaration of transmission made by a personal or other legal representative or trustee in bankruptcy stating the particulars of the transmission,
(b) the share or security certificate, if any,
(c) in the case of a death,
(i) the original grant of probate or letters of administration or a court certified copy of them, or
(ii) the original or a court certified or authenticated copy of the grant of representation, will, order or other instrument or other evidence of the death under which title to the shares or securities is claimed to vest,
(d) in the case of bankruptcy, a copy of the court order or of the assignment in bankruptcy and a copy of the instrument appointing the trustee in bankruptcy, and
(e) in any other case,
(i) if the person making the declaration of transmission referred to in paragraph (a) was appointed by a court, a court certified copy of the court order, and
(ii) if that person was not appointed by a court, a copy of the record evidencing that person's appointment and other evidence of the appointment required by the company.
Section 118 (c) (i) BEFORE amended by 2009-13-204, effective March 31, 2014 (BC Reg 148/2013).
(i) the original grant of probate or letters of administration or a court certified copy of them, or
Section 119 BEFORE re-enacted by 2007-10-109, effective July 1, 2007 (BC Reg 128/2007).
Effect of documents provided
119 The provision of the documents required by section 118 is, despite the memorandum or articles, sufficient authority to enable a company or its transfer agent, on application by the personal or other legal representative or trustee in bankruptcy, to register that person as the registered holder of the shares or other securities in that person's representative capacity.
Part 4.1, sections 119.1 to 119.91, was enacted by 2019-15-5, effective October 1, 2020 (BC Reg 77/2020, repealing BC Reg 209/2019).
Section 124 (2) (d) (iii) BEFORE amended by 2015-18-269, effective May 14, 2015 (Royal Assent).
(iii) a pardon was granted or issued under the Criminal Records Act (Canada).
Section 124 (2) (b) BEFORE amended by 2021-24-77, effective October 28, 2021 (Royal Assent).
(b) found by a court, in Canada or elsewhere, to be incapable of managing the individual's own affairs,
Section 126 (c) BEFORE amended by 2023-10-34, effective March 30, 2023 (Royal Assent).
(c) the date on which each former director became a director and the date on which he or she ceased to be a director, and
Section 127 (3) BEFORE amended by 2004-62-5, effective October 21, 2004 (Royal Assent).
(3) After the notice of change of directors is filed with the registrar under this section, the registrar must furnish to the company,
Section 134 BEFORE re-enacted by 2007-7-19, effective July 1, 2007 (BC Reg 202/2007).
Loss of quorum
134 If the number of directors in office falls below the number required for a quorum, the remaining directors
(a) may appoint as directors, to hold office until the vacancies are filled under the memorandum or articles, filled by the shareholders under section 131 (a) or filled in any manner contemplated by section 132, the number of individuals that, when added to the number of remaining directors, will constitute a quorum, and
(b) must not take any other action until a quorum is obtained under paragraph (a) of this section.
Section 137 (3) BEFORE amended by 2007-14-204,Sch, effective December 1, 2007 (BC Reg 354/2007).
(3) If and to the extent that the articles transfer to a person a right, power, duty or liability that is, by this Act or the regulations, given to or imposed on a director or directors, the reference in this Act or the regulations to a director or directors in relation to that right, power, duty or liability is deemed to be a reference to the person.
Section 138 (1) (part) BEFORE amended by 2015-18-270, effective November 28, 2016 (BC Reg 216/2015).
(1) Without limiting section 137 but subject to subsection (2) of this section, if a person who is not a director of a company performs functions of a director of the company, sections 142, 231, 234, 251, 335, 347 and 354 and Divisions 3 to 5 of this Part apply to that person
Section 138 (1) (part) BEFORE amended by 2019-20-6, effective June 30, 2020 (BC Reg 105/2020).
(1) Without limiting section 137 but subject to subsection (2) of this section, if a person who is not a director of a company performs functions of a director of the company, sections 142, 217, 231, 234, 251, 335, 347 and 354 and Divisions 3 to 5 of this Part apply to that person
Section 140 (3) (a) BEFORE amended by 2006-12-17, effective June 23, 2006 (BC Reg 179/2006).
(a) may be passed without a meeting
(i) if each of the directors entitled to vote on the resolution consents to it in writing, or
(ii) in any other manner permitted under this Act or under the memorandum or articles of the company, and
Section 140 (3) (a) (iii) BEFORE amended by 2007-7-20, effective July 1, 2007 (BC Reg 202/2007).
(iii) in the case of either resolution, in any other manner permitted under this Act or under the memorandum or articles of the company, and
Section 140 (1) (b) BEFORE amended by 2021-14-4(a), effective May 20, 2021 (Royal Assent).
(b) unless the memorandum or articles provide otherwise, by telephone or other communications medium if all directors participating in the meeting, whether by telephone, by other communications medium or in person, are able to communicate with each other.
Section 140 (3) (a) (i) BEFORE amended by 2023-10-36, effective March 30, 2023 (Royal Assent).
(i) in the case of a resolution to approve a contract or transaction in respect of which a director has disclosed that he or she has or may have a disclosable interest, within the meaning of Division 3, if each of the other directors who have not made such a disclosure in respect of the contract or transaction and who are entitled to vote on the resolution consents in writing to the resolution;
Section 144 (1) BEFORE amended by 2006-12-18, effective June 23, 2006 (BC Reg 179/2006).
(1) A British Columbia corporation may, in writing, designate a person as its attorney and empower that attorney, either generally or in respect of specified matters, to sign deeds, instruments or other records on its behalf in any location inside or outside British Columbia.
Section 151 (b) BEFORE amended by 2023-10-37, effective March 30, 2023 (Royal Assent).
(b) a director or senior officer of the company has not disclosed an interest he or she has in the contract or transaction, or
Section 157 (1) (d) BEFORE amended by 2006-12-19, effective June 23, 2006 (BC Reg 179/2006).
(d) any record, information or representation that the court considers provides reasonable grounds for the actions of the director, whether or not that record was forged, fraudulently made or inaccurate.
Section 157 (1) (d) (i) and (ii) were added by 2006-12-19, effective June 23, 2006 (BC Reg 179/2006).
Section 157 (1) (part) BEFORE amended by 2019-20-7, effective June 30, 2020 (BC Reg 105/2020).
(1) A director of a company is not liable under section 154 and has complied with his or her duties under section 142 (1) if the director relied, in good faith, on
Section 157 (1) (part) BEFORE amended by 2023-10-35, effective March 30, 2023 (Royal Assent).
(1) A director of a company is not liable under section 154 and has complied with his or her duties under section 51.993 (1), if applicable, and section 142 (1) if the director relied, in good faith, on
Section 166 BEFORE renumbered as section 166 (1) and BEFORE amended by 2021-14-5(a) and (b), effective May 20, 2021 (Royal Assent).
Location of general meetings
166 A general meeting of a company,
(a) subject to paragraph (b), must be held in British Columbia, or
(b) may be held at a location outside British Columbia if
(i) the location is provided for in the articles,
(ii) the articles do not restrict the company from approving a location outside of British Columbia for the holding of the general meeting and the location for the meeting is
(A) approved by the resolution required by the articles for that purpose, or
(B) if no resolution is required for that purpose by the articles, approved by ordinary resolution, or
(iii) the location for the meeting is approved in writing by the registrar before the meeting is held.
Section 167 (5) (a) (part) BEFORE amended by 2021-14-6(a), effective May 20, 2021 (Royal Assent).
(a) send notice of the date, time and location of that meeting at least the prescribed number of days, but not more than 4 months, before the meeting
Section 167 (8) BEFORE amended by 2021-14-6(c), effective May 20, 2021 (Royal Assent).
(8) If the directors do not, within 21 days after the date on which the requisition is received by the company, send notice of a general meeting in accordance with subsection (5) of this section, the requisitioning shareholders, or any one or more of them holding, in the aggregate, more than 1/40 of the issued shares of the company that carry the right to vote at general meetings, may send notice of a general meeting to be held to transact the business stated in the requisition.
Section 169 (1) (part) BEFORE amended by 2021-14-7(a), effective May 20, 2021 (Royal Assent).
(1) Subject to sections 167 and 170, a company must send notice of the date, time and location of a general meeting of the company at least the prescribed number of days but not more than 2 months before the meeting,
Section 172 (1) (b) and (c) BEFORE amended by 2021-14-65,Sch, effective May 20, 2021 (Royal Assent).
(b) if no quorum is established by the memorandum or articles, 2 shareholders entitled to vote at the meeting whether present in person or by proxy, or
(c) if the number of shareholders entitled to vote at the meeting is less than the quorum applicable to the company under paragraph (a) or (b), all of the shareholders entitled to vote at the meeting whether present in person or by proxy.
Section 172 (2) BEFORE amended by 2021-14-65,Sch, effective May 20, 2021 (Royal Assent).
(2) Unless the memorandum or articles provide otherwise, if a quorum is not present at the opening of a meeting of shareholders, the shareholders entitled to vote at the meeting who are present in person or by proxy at the meeting may adjourn the meeting to a set time and place but may not transact any other business.
Section 173 (1) BEFORE amended by 2021-14-65,Sch, effective May 20, 2021 (Royal Assent).
(1) Subject to sections 69 (2), 82 (6) and 177 and subsection (9) (a) of this section and unless the memorandum or articles provide otherwise, a shareholder has one vote in respect of each share held by that shareholder and is entitled to vote in person or by proxy.
Section 174 (1) BEFORE amended by 2021-14-8(a), effective May 20, 2021 (Royal Assent).
(1) Unless the memorandum or articles provide otherwise, a shareholder or proxy holder who is entitled to participate in, including vote at, a meeting of shareholders may do so by telephone or other communications medium if all shareholders and proxy holders participating in the meeting, whether by telephone, by other communications medium or in person, are able to communicate with each other.
Section 174 (2) BEFORE amended by 2021-14-8(b), effective May 20, 2021 (Royal Assent).
(2) Nothing in subsection (1) obligates a company to take any action or provide any facility to permit or facilitate the use of any communications medium at a meeting of shareholders.
Section 174 (3) (b) BEFORE amended by 2021-14-8(c), effective May 20, 2021 (Royal Assent).
(b) the meeting is deemed to be held at the location specified in the notice of the meeting.
Section 178 BEFORE amended by 2021-14-65,Sch, effective May 20, 2021 (Royal Assent).
Election of chair
178 Unless the memorandum or articles of a company provide otherwise, the shareholders who are present in person or by proxy at a meeting of shareholders and who are entitled to vote at the meeting may elect as the chair of the meeting any shareholder or proxy holder who is entitled to vote at the meeting.
Section 180 (b) BEFORE amended by 2007-7-21, effective July 1, 2007 (BC Reg 202/2007).
(b) to be as valid and effective as if it had been passed at a meeting of shareholders that satisfies all the requirements of this Act, and all the requirements of the memorandum and articles of the company, relating to meetings of shareholders.
Section 181 BEFORE amended by 2006-12-20, effective June 23, 2006 (BC Reg 179/2006).
181 To the extent that this Act does not or the memorandum or articles of a company do not make provision for any particular meeting of shareholders, the provisions of this Act and of the memorandum and articles relating to the call, holding and conduct of general meetings apply, with the necessary changes and so far as they are applicable, to that meeting of shareholders.
Section 186 (2) (a) BEFORE amended by 2007-14-77, effective December 1, 2007 (BC Reg 354/2007).
(a) if it is impracticable for any reason for the company to call or conduct a meeting of shareholders in the manner required by this Act, the regulations, the memorandum or the articles,
Section 187 (3) BEFORE amended by 2004-62-12, effective October 21, 2004 (Royal Assent).
(3) This Division applies to a company that is a public company.
Section 187 (2) (part) BEFORE amended by 2021-14-65,Sch, effective May 20, 2021 (Royal Assent).
(2) A person is not a qualified shareholder if, within 2 years before the date of the signing of the proposal, the person failed to present, in person or by proxy, at an annual general meeting, an earlier proposal
Section 189 (3) BEFORE amended by 2021-14-65,Sch, effective May 20, 2021 (Royal Assent).
(3) Subject to subsections (4) (b) and (5) of this section, the company must allow a submitter to present the proposal, in person or by proxy, at the annual general meeting in relation to which the proposal was made if the submitter is a qualified shareholder at the time of that meeting.
Section 189 (5) (c) BEFORE amended by 2021-24-81, effective May 4, 2023 (BC Reg 114/2023).
(c) substantially the same proposal was submitted to shareholders in a notice of meeting, or an information circular or equivalent, relating to a general meeting that was held not more than the prescribed period before the receipt of the proposal, and did not receive the prescribed amount of support at the meeting;
Section 192 (1) definition "insider", paragraph (b) BEFORE amended by 2004-62-13, effective October 21, 2004 (Royal Assent).
(b) a person who beneficially owns shares of the private company that carry, in the aggregate, more than the prescribed fraction of the votes that may be cast at a general meeting,
Section 192 (1) definition of "associate", paragraph (c) BEFORE amended by 2023-10-38, effective March 30, 2023 (Royal Assent).
Section 194 (4) BEFORE amended by 2011-29-9, effective November 1, 2012 (BC Reg 208/2012).
(4) Without limiting subsection (3), a register of members or a register of debentureholders prepared under a former Companies Act is evidence of any matters directed or authorized by that Act to be inserted in it.
Section 195 (1) BEFORE amended by 2004-62-14, effective October 21, 2004 (Royal Assent).
(1) In this section, "associate", if used to indicate a relationship with a person, has the same meaning as in section 192 (1), and includes a corporation of which the person beneficially owns shares carrying, in the aggregate, more than 1/10 of the voting rights that may be exercised in an election or appointment of directors at a general meeting of the corporation.
Section 205 (c) BEFORE amended by 2006-12-21, effective June 23, 2006 (BC Reg 179/2006).
(c) the company is a reporting issuer and the person is
(i) a person referred to in paragraph (a) or (b) of this section, or
(ii) authorized under the Securities Act to make an auditor's report.
Section 205 (a) BEFORE amended by 2015-1-85, effective June 24, 2015 (BC Reg 114/2015).
Persons authorized to act as auditors
205 A person is authorized to act as an auditor of a company if
(a) the person is a member, or is a partnership whose partners are members, of
(i) a Provincial or Territorial Institute/Ordre of Chartered Accountants within Canada, or
(ii) The Certified General Accountants Association of British Columbia,
Section 205 BEFORE amended by 2018-23-13, effective May 31, 2018 (Royal Assent).
Persons authorized to act as auditors
205 A person is authorized to act as an auditor of a company only if
(a) the person is a member of, or is a partnership whose partners are members of, a provincial or territorial institute or ordre of chartered accountants, or a provincial or territorial organization of chartered professional accountants, within Canada,
(b) the person is certified, under section 222, by the Auditor Certification Board, or
(c) the company is a reporting issuer or a reporting issuer equivalent and the person is
(i) a person referred to in paragraph (a) or (b) of this section, or
(ii) authorized to make an auditor's report under the Securities Act, or, in the case of a reporting issuer equivalent, under the legislation that applies to the company and has provisions that are comparable in scope and intent to the auditor qualification provisions of the Securities Act and the regulations made under that Act.
Section 205 (a) BEFORE amended by 2018-36-19, effective October 31, 2018 (Royal Assent).
(a) the person is a member of, or is a partnership whose partners are members of, a provincial or territorial institute or ordre of chartered accountants, or a provincial or territorial organization of chartered professional accountants, within Canada, or
Section 215 (1) (part) BEFORE amended by 2021-14-9, effective May 20, 2021 (Royal Assent).
(1) If the auditor is present at an annual general meeting, the auditor must answer questions concerning
Section 219 (2) BEFORE amended by 2021-14-10, effective May 20, 2021 (Royal Assent).
(2) The auditor must appear at a meeting of the directors when requested to do so by the directors and after being given reasonable notice to do so.
Section 221 (3) (a) to (c) BEFORE amended by 2015-1-86, effective June 24, 2015 (BC Reg 114/2015).
(a) one individual who is a member of The Institute of Chartered Accountants of British Columbia,
(b) one individual who is a member of The Certified General Accountants Association of British Columbia,
(c) one individual who is a member of the Certified Management Accountants Society of British Columbia, and
Division 4, sections 221 and 222 of Part 7 BEFORE repealed by 2018-23-14, effective May 31, 2018 (Royal Assent).
Division 4 — Auditor Certification Board
Auditor Certification Board
221 (1) In this Division, "board" means the Auditor Certification Board continued under this section.
(2) The Auditor Certification Board established under the Company Act, 1996, is continued.
(3) The board is to be comprised of
(a) 3 individuals who are members of the Organization of Chartered Professional Accountants of British Columbia and who are authorized to act as auditors, and
(d) not more than 2 other individuals.
(4) The members of the board are to be appointed by the Lieutenant Governor in Council on the terms and conditions the Lieutenant Governor in Council specifies.
(5) Unless set at a higher number by the board, a quorum of the board consists of 2 members.
(6) The board may elect one of its members as chair, establish its own procedures and make the rules it considers advisable to carry out its function.
(7) The board may, with the prior approval of the Lieutenant Governor in Council and in accordance with the Public Service Act, employ the persons it considers necessary to carry out its function.
(8) Members of the board serve without remuneration, but the Lieutenant Governor in Council may set a daily allowance to be payable to each member, and each member is to be reimbursed for reasonable travelling and out of pocket expenses, as certified by the chair of the board, that are necessarily incurred by the member in discharging the member's duties.
Board function and liability
222 (1) The function of the board is to receive applications, from persons who apply to be certified as auditors, for the purposes of section 205 (b) and to certify those persons if, in the board's opinion, they have the qualifications necessary to be auditors for the purposes of this Act.
(2) The board may take into consideration the geographical area in which an applicant carries on or intends to carry on business, and may certify an applicant subject to terms and conditions the board considers advisable.
(3) No member of the board is liable for loss or damage suffered by any person because of anything done or omitted to be done in good faith in the exercise or intended exercise of any power, or in the performance or intended performance of any duty, under this section or under section 221.
Section 224 (5) BEFORE amended by 2021-14-11, effective May 20, 2021 (Royal Assent).
(5) The auditor of a company must be given reasonable notice of, and has the right to appear before and to be heard at, each meeting of the company's audit committee, and must appear before the audit committee when requested to do so by the committee and after being given reasonable notice to do so.
Section 230 (1) (g) was added by 2019-15-6, effective October 1, 2020 (BC Reg 77/2020, repealing BC Reg 209/2019).
Section 230 (3) (c) BEFORE amended by 2023-10-39, effective March 30, 2023 (Royal Assent).
(c) an order determining the right of a party to the application to have his or her name entered or retained in, or deleted or omitted from, basic records of the company, whether or not the issue arises between 2 or more shareholders or alleged shareholders, or between the company and any shareholders or alleged shareholders, and
Section 237 (1), definition of "payout value", paragraphs (b) and (c) BEFORE amended by 2012-12-10, effective July 29, 2013 (BC Reg 71/2013).
(b) in the case of a dissent in respect of an arrangement approved by a court order made under section 291 (2) (c) that permits dissent, the fair value that the notice shares had immediately before the passing of the resolution adopting the arrangement, or
(c) in the case of a dissent in respect of a matter approved or authorized by any other court order that permits dissent, the fair value that the notice shares had at the time specified by the court order,
Section 237 (1), definition of "payout value", paragraph (d) was added by 2012-12-10, effective July 29, 2013 (BC Reg 71/2013).
Section 238 (1) (a) BEFORE amended by 2012-12-11, effective July 29, 2013 (BC Reg 71/2013).
(a) under section 260, in respect of a resolution to alter the articles to alter restrictions on the powers of the company or on the business it is permitted to carry on;
Section 240 (3) BEFORE amended by 2004-62-16, effective October 21, 2004 (Royal Assent).
(3) If a resolution in respect of which a shareholder is entitled to dissent was or is to be passed as a resolution of shareholders without the company complying with subsection (1) or (2), or was or is to be passed as a directors' resolution without the company complying with subsection (2), the company must, before or within 14 days after the passing of the resolution, send to each of its shareholders who has not consented to, or voted in favour of, the resolution, whether or not their shares carry the right to vote,
Section 242 (1) (part) BEFORE amended by 2019-20-9, effective June 30, 2020 (BC Reg 105/2020).
(1) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1) (a), (b), (c), (d), (e) or (f) must,
Section 248 (3) (c) and (d) BEFORE amended by 2012-12-12, effective July 29, 2013 (BC Reg 71/2013).
(c) the company was formed for a fraudulent or unlawful purpose or is to be dissolved for a fraudulent or unlawful purpose, or
(d) persons concerned with the formation, business or affairs of the company have, in connection with it, acted fraudulently or dishonestly.
Section 257 (6) BEFORE amended by 2004-62-5, effective October 21, 2004 (Royal Assent).
(6) After an alteration to the notice of articles takes effect under subsection (5) of this section, the registrar must furnish to the company a certified copy of the notice of articles as altered.
Section 263 (5) (a) (ii) BEFORE amended by 2004-62-17, effective October 21, 2004 (Royal Assent).
(ii) furnish to the company a certified copy of the notice of articles as altered, and
Section 263 (6) (a) BEFORE amended by 2004-62-5, effective October 21, 2004 (Royal Assent).
(a) the registrar must furnish to the company a certified copy of the notice of articles as altered, and
Section 263 (3) (c) BEFORE amended by 2007-7-22, effective October 29, 2007 (BC Reg 314/2007).
(c) the name created by adding "B.C. Ltd." after the incorporation number of the company.
Section 263 (3) (c) (i) BEFORE amended by 2012-12-2, effective July 29, 2013 (BC Reg 71/2013).
(i) in the case of a limited company, by adding "B.C. Ltd." after the incorporation number of the company, or
Section 266 (7) (b) BEFORE amended by 2004-62-18, effective October 21, 2004 (Royal Assent).
(b) furnish the certificate of conversion, a certified copy of the conversion application and a certified copy of the notice of articles to the converted company, and
Section 266 (4) (b) (ii) BEFORE amended by 2012-12-2, effective July 29, 2013 (BC Reg 71/2013).
(ii) if a name is not reserved, a statement that the name by which the company is to be recognized is the name created by adding "B.C. Ltd." after the incorporation number of the company, and
Section 266 (1) (a) (ii) BEFORE amended by 2012-12-14, effective July 29, 2013 (BC Reg 71/2013).
(ii) subject to subsection (2), articles that comply with section 12 (1) and (2), and
Section 266 (4) (b) (ii) BEFORE amended by 2015-18-271, effective November 28, 2016 (BC Reg 216/2015).
(ii) if a name is not reserved, a statement that the name by which the company is to be recognized is the name created by adding "B.C. Ltd." or, if the company is a community contribution company, "B.C. Community Contribution Company Ltd.", after the incorporation number of the company, and
Section 266 (1) (a) (ii) BEFORE amended by 2019-20-11, effective June 30, 2020 (BC Reg 105/2020).
(ii) subject to subsection (2), articles that comply with section 12 (1) and (2) and, if the converted company is to be a community contribution company, section 51.92, and
Section 267.2 (2) (a) (i) (B) BEFORE amended by 2021-14-12, effective May 4, 2023 (BC Reg 114/2023).
(B) subject to paragraph (b), articles that comply with section 12 (1) and (2) and, if the converted company is to be a community contribution company, section 51.92, and
Section 267.2 (4) (part) BEFORE amended by 2021-24-83(a), effective May 4, 2023 (BC Reg 114/2023).
(4) A member-funded society is converted into a company under this section
Section 268 (2) BEFORE amended by 2004-62-4, effective October 21, 2004 (Royal Assent).
(2) Whether or not the requirements precedent and incidental to conversion have been complied with, a notation in the corporate register that a special Act corporation has been converted into a company is conclusive evidence for the purposes of this Act and for all other purposes that the special Act corporation has been duly converted into a company on the date and time shown in the corporate register.
Section 268 BEFORE re-enacted by 2015-18-273, effective November 28, 2016 (BC Reg 216/2015).
Effect of conversion
268 (1) At the time that a special Act corporation is converted into a company under section 266 (5),
(a) this Act, the notice of articles referred to in section 266 (4) (c) and the articles referred to in section 267, apply to the converted company in the same manner as if it were a company incorporated under this Act with that notice of articles and those articles, and the former charter of the special Act corporation ceases to apply,
(b) the property, rights and interests of the special Act corporation continue to be the property, rights and interests of the converted company,
(c) the converted company continues to be liable for the obligations of the special Act corporation,
(d) an existing cause of action, claim or liability to prosecution is unaffected,
(e) a legal proceeding being prosecuted or pending by or against the special Act corporation may be prosecuted, or its prosecution may be continued, as the case may be, by or against the converted company, and
(f) a conviction against, or a ruling, order or judgment in favour of or against, the special Act corporation may be enforced by or against the converted company.
(2) Whether or not the requirements precedent and incidental to conversion have been complied with, a notation in the corporate register that a special Act corporation has been converted into a company is conclusive evidence for the purposes of this Act and for all other purposes that the special Act corporation has been duly converted into a company on the date shown and the time, if any, shown in the corporate register.
Section 270 (2) (d) (ii) BEFORE amended by 2004-62-19, effective October 21, 2004 (Royal Assent).
(ii) a copy of the amalgamation application to be filed with the registrar under section 275 (1) (a).
Section 270 (2) (d) (i) BEFORE amended by 2012-12-15, effective July 29, 2013 (BC Reg 71/2013).
(i) a copy of the articles that the amalgamated company will have after the amalgamation, which articles must comply with section 12 (1) and (2) and be signed by one or more of the individuals referred to in paragraph (a) of this subsection, and
Section 270 (2) (d) (i) BEFORE amended by 2019-20-12, effective June 30, 2020 (BC Reg 105/2020).
(i) a copy of the articles that the amalgamated company will have after the amalgamation, which articles must comply with section 12 (1) and (2) and, if the amalgamated company is to be a community contribution company, section 51.92, and be signed by one or more of the individuals referred to in paragraph (a) of this subsection, and
Section 271 (7) BEFORE amended by 2006-12-23, effective June 23, 2006 (BC Reg 179/2006).
(7) Each share of an amalgamating company carries the right to vote in respect of a resolution referred to in subsection (6) (a) whether or not that share otherwise carries the right to vote.
Section 272 BEFORE amended by 2006-12-24, effective June 23, 2006 (BC Reg 179/2006).
272 Any shareholder of an amalgamating company may send a notice of dissent, under Division 2 of Part 8, in respect of a resolution under 271 (6) to adopt an amalgamation agreement, to the amalgamating company of which the person is a shareholder or, if the amalgamation has taken effect, to the amalgamated company.
Section 274 (1) (c) (ii) BEFORE amended by 2004-62-20(a), effective October 21, 2004 (Royal Assent).
(ii) the amalgamated company have, as its notice of articles and articles, the notice of articles and articles of the amalgamating company whose shares are not to be cancelled, and
Section 274 (2) and (3) BEFORE amended by 2004-62-20(b) and (c), effective October 21, 2004 (Royal Assent).
(2) The amalgamating company, the shares of which are not to be cancelled under subsection (1) (c) (i) of this section (the "primary company") must be a company the shares of which are held by the holding corporation.
(3) On an amalgamation under this section, the capital of the primary company consists of
Section 274 (1) and (2) BEFORE amended by 2006-12-25, effective June 23, 2006 (BC Reg 179/2006).
(1) Two or more companies that are subsidiaries of the same holding corporation may amalgamate and continue as one company without complying with sections 270 and 271 if
(a) all of the issued shares of each amalgamating company are held by the holding corporation or another amalgamating company,
(b) the amalgamation is approved by each of the amalgamating companies by a special resolution of the amalgamating company or by a resolution of its directors,
(c) the resolutions require that
(i) subject to subsection (2), the shares of all but one of the amalgamating companies be cancelled on the amalgamation without any repayment of capital in respect of those shares, and
(ii) the amalgamated company have, as its notice of articles and articles, the notice of articles and articles of the amalgamating company the shares of which are not to be cancelled, and
(d) the amalgamating company the shares of which are not to be cancelled under paragraph (c) (i) of this subsection, if a pre-existing company, has complied with section 370 (1) or 436 (1).
(2) The amalgamating company, the shares of which are not to be cancelled under subsection (1) (c) (i) of this section (the "primary company"), must be a company all of the issued shares of which are held by the holding corporation.
Section 275 (2) (b) (i) (C) BEFORE amended by 2007-7-23, effective October 29, 2007 (BC Reg 314/2007).
(C) if clause (A) does not apply and if a name is not reserved for the amalgamated company, a statement that the name by which the amalgamated company is to be recognized is the name created by adding "B.C. Ltd." after the incorporation number of the company, and
Section 275 (2) (b) (i) (C) (I) BEFORE amended by 2012-12-2, effective July 29, 2013 (BC Reg 71/2013).
(I) in the case of a limited company, by adding "B.C. Ltd." after the incorporation number of the company, or
Section 276 (2) (b) BEFORE amended by 2004-62-21(a), effective October 21, 2004 (Royal Assent).
(b) in the case of an amalgamation under section 273, the date on which the approval required under section 273 (b) is obtained, or
Section 276 (2) (c) BEFORE amended by 2004-62-21(b), effective October 21, 2004 (Royal Assent).
(c) in the case of an amalgamation under section 274, the date on which the last of the approvals required under section 274 (a) is obtained.
Section 276 (3) (b) (ii) BEFORE amended by 2004-62-21(a) and (b), effective October 21, 2004 (Royal Assent).
(ii) in the case of an amalgamation under section 273 or 274, not later than 5 weeks after the date on which the last of the approvals required under section 273 (b) or 274 (a), as the case may be, is obtained.
Section 281 (b) BEFORE amended by 2004-62-22, effective October 21, 2004 (Royal Assent).
(b) furnish to the amalgamated company the certificate of amalgamation, a certified copy of the amalgamation application and a certified copy of the notice of articles of the amalgamated company, and
Section 282 (3) BEFORE amended by 2004-62-4, effective October 21, 2004 (Royal Assent).
(3) Whether or not the requirements precedent and incidental to amalgamation have been complied with, a notation in the corporate register that corporations have been amalgamated as an amalgamated company is conclusive evidence for the purposes of this Act and for all other purposes that the corporations have been duly amalgamated on the date and time shown in the corporate register.
Section 284 (5) BEFORE amended by 2006-12-26, effective June 23, 2006 (BC Reg 179/2006).
(5) Each share of a company carries the right to vote in respect of a resolution referred to in subsection (4) (a) whether or not that share otherwise carries the right to vote.
Section 285 BEFORE amended by 2006-12-27, effective June 23, 2006 (BC Reg 179/2006).
285 A company must not amalgamate with a foreign corporation to form an amalgamated foreign corporation unless the laws of the foreign corporation's jurisdiction to which the amalgamated foreign corporation will be subject provide that
(a) the property, rights and interests of the amalgamating company continue to be the property, rights and interests of the amalgamated foreign corporation,
(b) the amalgamated foreign corporation continues to be liable for the obligations of the amalgamating company,
(c) an existing cause of action, claim or liability to prosecution is unaffected,
(d) a legal proceeding being prosecuted or pending by or against the amalgamating company may be prosecuted or its prosecution may be continued, as the case may be, by or against the amalgamated foreign corporation, and
(e) a conviction against, or a ruling, order or judgment in favour of or against, the amalgamating company may be enforced by or against the amalgamated foreign corporation.
Section 289 (2) BEFORE amended by 2006-12-28, effective June 23, 2006 (BC Reg 179/2006).
(2) Each share of a company carries the right to vote in respect of a resolution referred to in subsection (1) (a) whether or not that share otherwise carries the right to vote.
Section 289 (3) and (4) BEFORE amended by 2007-7-24, effective July 1, 2007 (BC Reg 202/2007).
(3) If the court orders, under section 291, that a meeting be held to adopt an arrangement in addition to or in substitution for a meeting contemplated by subsection (1) of this section, the arrangement must not be submitted to the court for approval until after
(a) it has been adopted at that court ordered meeting, or
(b) it has been consented to under subsection (1) (f) by the persons who were entitled to vote at that meeting.
(4) If an arrangement is consented to under subsection (1) (f),
(a) the meeting that would otherwise have been necessary under subsection (1) or (3) need not be held, and
(b) the consent is as valid and effective as if it had been expressed in a vote passed at that meeting.
Section 289 (1) (d) BEFORE amended by 2021-14-65,Sch, effective May 20, 2021 (Royal Assent).
(d) in respect of an arrangement proposed with creditors of the company or a class of creditors of the company, a majority in number and 3/4 in value of the creditors or class of creditors, as the case may be, present and voting, either in person or by proxy, approve the arrangement at a meeting if at least 21 days' notice of the meeting, and of the intention to propose the arrangement, has been sent to all of those creditors with whom the arrangement is proposed,
Section 291 (5) (a) and (b) BEFORE amended by 2007-7-25, effective July 1, 2007 (BC Reg 202/2007).
(a) the property, rights or interests are deemed to be transferred to and to vest in the receiving corporation, or the liabilities are deemed to be transferred to and become the liabilities of the receiving corporation, when the applicable provisions of the order take effect, and
(b) any particular property, rights or interests that are, by the arrangement, to be freed from any charge are freed from that charge if the order so directs.
Section 302 (2) (b) (ii) BEFORE amended by 2007-7-26, effective October 29, 2007 (BC Reg 314/2007).
(ii) if a name is not reserved, a statement that the name by which the continued company is to be recognized is the name created by adding "B.C. Ltd." after the incorporation number of the company, and
Section 302 (1) (c) BEFORE amended by 2012-12-16, effective July 29, 2013 (BC Reg 71/2013).
(c) one or more of the directors of the foreign corporation must sign the articles that the foreign corporation will have once it is continued into British Columbia as a company, which articles must comply with section 12 (1) and (2).
Section 302 (2) (b) (ii) (A) BEFORE amended by 2012-12-2, effective July 29, 2013 (BC Reg 71/2013).
(A) in the case of a limited company, by adding "B.C. Ltd." after the incorporation number of the company, or
Section 302 (1) (c) BEFORE amended by 2019-20-13, effective June 30, 2020 (BC Reg 105/2020).
(c) one or more of the directors of the foreign corporation must sign the articles that the foreign corporation will have once it is continued into British Columbia as a company, which articles must comply with section 12 (1) and (2) and, if the continued company is to be a community contribution company, section 51.92.
Section 303 (2) (b) BEFORE amended by 2004-62-23, effective October 21, 2004 (Royal Assent).
(b) furnish to the company
(i) the certificate of continuation, and
(ii) a certified copy of the continuation application and a certified copy of the continued company's notice of articles, and
Section 305 (2) BEFORE amended by 2004-62-4, effective October 21, 2004 (Royal Assent).
(2) Whether or not the requirements precedent and incidental to continuation have been complied with, a notation in the corporate register that a foreign corporation has been continued into British Columbia as a company is conclusive evidence for the purposes of this Act and for all other purposes that the foreign corporation has been duly continued into British Columbia as a company on the date and time shown in the corporate register.
Section 310 BEFORE amended by 2006-12-27, effective June 23, 2006 (BC Reg 179/2006).
310 A company must not apply to be continued into another jurisdiction unless the laws of that other jurisdiction provide that, after continuation,
(a) the property, rights and interests of the company continue to be the property, rights and interests of the continued corporation,
(b) the continued corporation continues to be liable for the obligations of the company,
(c) an existing cause of action, claim or liability to prosecution is unaffected,
(d) a legal proceeding being prosecuted or pending by or against the company may be prosecuted or its prosecution may be continued, as the case may be, by or against the continued corporation, and
(e) a conviction against, or a ruling, order or judgment in favour of or against, the company may be enforced by or against the continued corporation.
Part 10 heading BEFORE re-enacted by 2008-39-8, effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
Section 324 (1) BEFORE amended by 2011-29-12, effective November 1, 2012 (BC Reg 208/2012).
(1) On an application made in respect of a company by the company, a shareholder of the company, a beneficial owner of a share of the company, a director of the company or any other person, including a creditor of the company, whom the court considers to be an appropriate person to make the application, the court may order that the company be liquidated and dissolved if
Section 324 (1) (part) BEFORE amended by 2019-39-126, effective November 1, 2019 [retro from November 28, 2019 (Royal Assent)].
(1) On an application made in respect of a company that is a financial institution by the commission, or made in respect of a company, including a company that is a financial institution, by the company, a shareholder of the company, a beneficial owner of a share of the company, a director of the company or any other person, including a creditor of the company, whom the court considers to be an appropriate person to make the application, the court may order that the company be liquidated and dissolved if
Section 324 (1) BEFORE amended by 2021-2-134,Sch 1, effective August 1, 2021 (BC Reg 208/2021).
(1) On an application made in respect of a company that is a financial institution by the Authority, or made in respect of a company, including a company that is a financial institution, by the company, a shareholder of the company, a beneficial owner of a share of the company, a director of the company or any other person, including a creditor of the company, whom the court considers to be an appropriate person to make the application, the court may order that the company be liquidated and dissolved if
(a) an event occurs on the occurrence of which the memorandum or the articles of the company provide that the company is to be liquidated and dissolved, or
(b) the court otherwise considers it just and equitable to do so.
Section 330 (c.01) was added by 2019-15-7(a), effective October 1, 2020 (BC Reg 77/2020, repealing BC Reg 209/2019).
Section 330 (c.1) BEFORE amended by 2019-15-7(b), effective October 1, 2020 (BC Reg 77/2020, repealing BC Reg 209/2019).
(c.1) without limiting paragraph (c), if the records that the company is required to keep at its records office have been physically transferred to a new location, promptly after that change occurs, file with the registrar a notice of change of address, in the form established by the registrar, to transfer the location of the records office to that new location, and section 35 (3) applies,
Section 339 (d) BEFORE amended by 2006-12-30, effective June 23, 2006 (BC Reg 179/2006).
(d) any record, information or representation that, although forged, fraudulently made or inaccurate, the court considers would, if genuine and accurate, have provided reasonable grounds for the actions of the liquidator.
Section 342 (2) BEFORE amended by 2004-62-24, effective October 21, 2004 (Royal Assent).
(2) An application under subsection (1) of this section must include the final accounts of the liquidation prepared under section 341 (1) (a).
Section 351 (3) (a) BEFORE repealed by 2004-62-25, effective October 21, 2004 (Royal Assent).
(a) if there was no application for dissolution, a notice of location of dissolved company's records in the form established by the registrar;
Section 351 (4) BEFORE amended by 2007-7-27, effective July 1, 2007 (BC Reg 202/2007).
(4) The dissolved company's records may be retained
(a) in a bound or looseleaf form, or
(b) in a prescribed form.
Section 351 (1) (a) (i.1) was added by 2019-15-8(a), effective October 1, 2020 (BC Reg 77/2020, repealing BC Reg 209/2019).
Section 351 (1) (b) BEFORE amended by 2019-15-8(b), effective October 1, 2020 (BC Reg 77/2020, repealing BC Reg 209/2019).
(b) in any other case, the records that the company was, immediately before its dissolution, required to keep under section 42.
Section 352 (1) and (2) BEFORE amended by 2004-62-26, effective October 21, 2004 (Royal Assent).
(1) Subject to subsection (4), the person who, under section 351, is required to retain and produce the records of a dissolved company that the company was required to keep under section 42 must, if and to the extent requested to do so by a person who was, before the dissolution, entitled to inspect any of those records, and on payment of the applicable prescribed fee,
(a) allow that person to inspect that record during statutory business hours, and
(b) promptly provide to that person, in accordance with subsection (3) of this section, a copy of that record.
(2) Subject to subsection (4), the person who is, under section 351, required to retain and produce the records referred to in section 333 (1) must, if and to the extent requested to do so by any person, and on payment of the applicable prescribed fee,
(a) allow that person to inspect any of those records during statutory business hours, and
(b) promptly provide to that person, in accordance with subsection (3) of this section, a copy of any of those records.
Section 352 (1.1) was added by 2019-15-9(a), effective October 1, 2020 (BC Reg 77/2020, repealing BC Reg 209/2019).
Section 352 (3) (part) BEFORE amended by 2019-15-9(b), effective October 1, 2020 (BC Reg 77/2020, repealing BC Reg 209/2019).
(3) A copy of a record referred to in subsection (1) (b) or (2) (b) must be provided in the manner agreed by the parties or, in the absence of such an agreement,
Section 352 (4) BEFORE amended by 2019-15-9(c), effective October 1, 2020 (BC Reg 77/2020, repealing BC Reg 209/2019).
(4) The person who is required to retain and produce the records referred to in subsection (1) or (2) may impose restrictions on the times during which a person may, under this section, inspect those records, but those restrictions must permit inspection of those records during the times set out in the regulations.
Part 10, Division 11 heading BEFORE re-enacted by 2008-39-9, effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
Section 354 definitions of "full restoration" and "limited restoration" BEFORE amended by 2008-39-10(a), effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
"full restoration" means a restoration of a company, or a restoration of the registration of a foreign entity as an extraprovincial company, that is not a limited restoration;
"limited restoration" means a restoration of a company, or a restoration of the registration of a foreign entity as an extraprovincial company, that is for a limited period under section 359 (1) or 361 (1).
Section 354 (2) (b) BEFORE amended by 2008-39-10(b), effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
(b) to a foreign entity that has had its registration as an extraprovincial company cancelled, if, at the time an application is made under this Division for the restoration of that registration or for the conversion of a limited restoration of the registration to a full restoration, the person is,
(i) in the case of a limited liability company, the limited liability company or a manager or member of the limited liability company,
(ii) in the case of any other foreign entity, the foreign entity or a director, officer or shareholder of the foreign entity, or
(iii) in the case of an application under section 360 (2) (a) or 361 (2) (a), the person is a person referred to in subparagraph (i) or (ii), as the case may be, or is ordered by the court to be an appropriate person to make the application.
Section 355 (1) BEFORE amended by 2004-62-27, effective October 21, 2004 (Royal Assent).
(1) If, for any reason, a company has been dissolved, or the registration of a foreign entity as an extraprovincial company has been cancelled, an application for restoration under this Division may be made to the registrar or to the court.
Section 355 (1) BEFORE amended by 2008-39-11(a), effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
(1) If, for any reason, a company has been dissolved or the registration of a foreign entity as an extraprovincial company has been cancelled, an application for restoration under this Division may be made to the registrar or to the court.
Section 355 (2) (b) BEFORE amended by 2008-39-11(b), effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
(b) mail notice of the application as follows:
(i) in the case of a restoration of a company, to the last address shown in the corporate register as the address or mailing address, as the case may be, of the registered office of the company;
(ii) in the case of a restoration of a foreign entity's registration as an extraprovincial company, to the last address shown in the corporate register as the address or mailing address, as the case may be, for an attorney for the extraprovincial company or, if none, to the address inside British Columbia that was the last address shown in the corporate register as the address or mailing address, as the case may be, for its head office, and
Section 355 (2) (c) BEFORE amended by 2008-39-11(c), effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
(c) reserve a name or an assumed name under section 22 or 26, as the case may be, for the company or foreign entity unless
(i) the company is to be restored with the name created by adding "B.C. Ltd." after the incorporation number of the company, or
(ii) the foreign entity is a federal corporation.
Section 355 (1) BEFORE amended by 2012-12-17(a), effective November 1, 2012 (BC Reg 301/2012).
(1) If, for any reason, a company has been dissolved, an application for restoration under this Division may be made to the registrar or to the court.
Section 355 (2) (c) BEFORE amended by 2012-12-17(b), effective November 1, 2012 (BC Reg 301/2012).
(c) reserve a name under section 22 for the company unless the company is to be restored with the name created by adding "B.C. Ltd." after the incorporation number of the company.
Section 355 (2) (c) BEFORE amended by 2012-12-2, effective July 29, 2013 (BC Reg 71/2013).
(c) reserve a name under section 22 for the company unless the company is to be restored with the name created by adding "B.C. Ltd." or, in the case of an unlimited liability company, "B.C. Unlimited Liability Company" after the incorporation number of the company.
Section 355 (2) (b) BEFORE amended by 2015-18-274, effective November 28, 2016 (BC Reg 216/2015).
(b) mail notice of the application to the last address shown in the corporate register as the address or mailing address, as the case may be, of the registered office of the company, and
Section 356 (1) BEFORE amended by 2008-39-12(a), effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
(1) A person may apply to the registrar to restore a company or to restore the registration of a foreign entity as an extraprovincial company.
Section 356 (4) (a) BEFORE amended by 2008-39-12(b), effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
(a) must, if the dissolution of the company or the cancellation of the registration of the foreign entity occurred before the coming into force of this Act, be made within 10 years after the dissolution or cancellation, or
Section 357 BEFORE re-enacted by 2008-39-13, effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
Contents of application to the registrar for restoration
357 (1) A restoration application under section 356 must contain the following:
(a) the date on which the notice required under section 355 (2) (a) was published in the Gazette;
(b) the date on which the notice required under section 355 (2) (b) was mailed in accordance with that subsection;
(c) the information required under subsection (2) or (3) of this section, as the case may be.
(2) If the application under section 356 is for the restoration of a company, the restoration application must contain
(a) the name reserved for the company and the reservation number given for it, or a statement that the name by which the company is to be restored is the name created by adding "B.C. Ltd." after the incorporation number of the company,
(b) any translation of the company's name, set out in the prescribed manner, that the company intends to use outside Canada, and
(c) if the application is for a full restoration of the company,
(i) a statement that the applicant is related to the company and the nature of the person's relationship with the company,
(ii) the mailing address and the delivery address of the office proposed as the registered office of the restored company, and
(iii) for the records office of the restored company, the mailing address and the delivery address of the office at which the dissolved company's records, within the meaning of section 351, are being kept or, if those records are not available, a statement to that effect and the mailing address and the delivery address of the office proposed as the records office of the restored company.
(3) If the application under section 356 is for the restoration of the registration of a foreign entity as an extraprovincial company, the restoration application must contain
(a) the name or assumed name, as the case may be, reserved for the foreign entity and the reservation number given for it, or, in the case of a federal corporation, the name of that corporation, and
(b) if the application is for a full restoration of the registration of a foreign entity as an extraprovincial company,
(i) a statement that the applicant is related to the foreign entity and the nature of the person's relationship with the foreign entity,
(ii) the mailing address and the delivery address for the office that the foreign entity will have as its head office after its registration as an extraprovincial company is restored, whether or not that head office is in British Columbia, and
(iii) for each of the attorneys, if any, that the foreign entity will have after its registration as an extraprovincial company is restored, a mailing address and a delivery address that complies with section 386 (3).
Section 357 (c) BEFORE amended by 2012-12-2, effective July 29, 2013 (BC Reg 71/2013).
(c) the name reserved for the company and the reservation number given for it, or a statement that the name by which the company is to be restored is the name created by adding "B.C. Ltd." after the incorporation number of the company;
Section 357 (b) BEFORE amended by 2015-18-276, effective November 28, 2016 (BC Reg 216/2015).
(b) the date on which the notice required under section 355 (2) (b) was mailed in accordance with that subsection;
Section 358 (1) BEFORE amended by 2008-39-14, effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
(1) Subject to section 363, unless the court orders otherwise in an entered order of which a copy has been filed with the registrar, after a restoration application under section 356 is filed with the registrar, the registrar must, on any terms and conditions the registrar considers appropriate, restore the company or restore the registration of the foreign entity as an extraprovincial company.
Section 359 (1) BEFORE amended by 2008-39-15(a), effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
(1) Subject to section 361 (2) and subsection (2) of this section, if a restoration under section 358 is for a limited period, the restored company is dissolved or the restored registration of the foreign entity as an extraprovincial company is cancelled on the expiration of the limited period of restoration.
Section 359 (2) (b) BEFORE amended by 2008-39-15(a), effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
(b) on an application made by any person, extend the period to any later date that the registrar considers appropriate, in which case the restored company is dissolved or the restored registration of the foreign entity as an extraprovincial company is cancelled on the expiration of the extended period.
Section 359 (3) BEFORE amended by 2008-39-15(b), effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
(3) An applicant under subsection (2) (a) of this section must comply with sections 355 (2) (a) and (b), 356 (3), 357 (1) (a) and (b) and 357 (2) (c) or (3) (b).
Section 359 (4) BEFORE amended by 2008-39-15(c), effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
(4) After a company is dissolved under this section, or the registration of the foreign entity as an extraprovincial company is cancelled under this section, the registrar must publish in the prescribed manner notice that the company has been dissolved or the registration has been cancelled.
Section 360 (1) BEFORE amended by 2008-39-16(a), effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
(1) A person may apply to the court to restore a company or to restore the registration of a foreign entity as an extraprovincial company.
Section 360 (5) and (6) BEFORE amended by 2008-39-16(b), effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
(5) Subject to subsection (8) of this section, on an application under subsection (1), the court may, if it is satisfied that it is appropriate to restore the company or to restore the registration of the foreign entity as an extraprovincial company, make an order, on the terms and conditions, if any, the court considers appropriate, that the company be restored or that the registration of the foreign entity as an extraprovincial company be restored.
(6) Without limiting subsection (5), in an order made under that subsection, the court may give directions and make provisions it considers appropriate for placing the company or extraprovincial company and every other person in the same position, as nearly as may be, as if the company had not been dissolved or the registration of the foreign entity as an extraprovincial company had not been cancelled.
Section 360 (4) (a) BEFORE amended by 2012-12-18, effective November 1, 2012 (BC Reg 301/2012).
(a) the information required under section 357,
Section 360 (4) (a) (i) BEFORE amended by 2015-18-278, effective May 14, 2015 (Royal Assent).
(i) the information required under section 357 (a), (b), (d) and (e), and
Section 361 (1) BEFORE amended by 2008-39-17(a), effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
(1) Subject to subsection (2), if a restoration ordered by the court under section 360 (5) is for a limited period, the restored company is dissolved or the restored registration of the foreign entity as an extraprovincial company is cancelled on the expiration of the limited period of restoration.
Section 361 (2) (b) BEFORE amended by 2008-39-17(a), effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
(b) on an application made by any person, extend the period to any later date that the court considers appropriate, in which case the restored company is dissolved or the restored registration of the foreign entity as an extraprovincial company is cancelled on the expiration of the extended period.
Section 361 (3) (d) (i) BEFORE amended by 2008-39-17(b), effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
(i) the information required under sections 357 (1) (a) and (b) and 357 (2) (c) or (3) (b),
Section 361 (4) BEFORE amended by 2008-39-17(c), effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
(4) After a company is dissolved under this section, or the registration of the foreign entity as an extraprovincial company is cancelled under this section, the registrar must publish in the prescribed manner notice that the company has been dissolved or the registration has been cancelled.
Section 362 (2) BEFORE amended by 2008-39-18(a), effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
(2) Subject to section 363 (2) and (3), unless the court orders otherwise in an entered order of which a copy has been filed with the registrar, the registrar, after a restoration application is filed with the registrar under subsection (1) (a) of this section, must do whichever of the following is applicable:
Section 362 (2) (a) BEFORE amended by 2008-39-18(b), effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
(a) restore the company or restore the registration of the foreign entity as an extraprovincial company;
Section 363 (1) BEFORE amended by 2004-62-28, effective October 21, 2004 (Royal Assent).
(1) If a restoration is as a result of an application to the registrar under section 356, the registrar must not restore the company, or restore the registration of the foreign entity as an extraprovincial company, as the case may be, until one month after the later of
Section 363 BEFORE re-enacted by 2008-39-19, effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
Restrictions on restoration
363 (1) If a restoration is as a result of an application to the registrar under section 356, the registrar must not restore the company, or restore the registration of the foreign entity as an extraprovincial company, as the case may be, until 21 days after the later of
(a) the date shown in the restoration application as the date on which notice of the application was published in the Gazette in accordance with section 355 (2) (a), and
(b) the date shown in the restoration application as the date on which the applicant mailed the notice of the application in accordance with section 355 (2) (b).
(2) The registrar must not, under section 358 (1) or 362 (2), restore the registration of a foreign entity as an extraprovincial company unless the reservation of the name or assumed name included in the restoration application remains in effect at the date of the restoration.
(3) Subsection (2) of this section does not apply to a federal corporation.
Section 363 BEFORE amended by 2015-18-279, effective November 28, 2016 (BC Reg 216/2015).
(b) the date shown in the restoration application as the date on which the applicant mailed the notice of the application in accordance with section 355 (2) (b).
Section 363 BEFORE renumbered to 363 (1) and (2) added by 2021-24-85, effective July 7, 2023 (BC Reg 173/2023).
Restrictions on restoration
363 If a restoration is as a result of an application to the registrar under section 356, the registrar must not restore the company until 21 days after the later of
(a) the date shown in the restoration application as the date on which notice of the application was published in the Gazette in accordance with section 355 (2) (a), and
(b) the date shown in the restoration application as the latest date on which a notice of the application was mailed in accordance with section 355 (2) (b).
Section 364 (1) BEFORE amended by 2004-62-4, effective October 21, 2004 (Royal Assent).
(1) A company is restored under section 358 (1) or 362 (2) when the registrar alters the corporate register to reflect that restoration and, whether or not the requirements precedent and incidental to restoration have been complied with, a notation in the corporate register that a company has been restored is conclusive evidence for the purposes of this Act and for all other purposes that the company has been duly restored as of the date and time shown in the corporate register.
Sections 364.1 to 364.4 were enacted by 2008-39-20, effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
Section 364.1 (5) BEFORE amended by 2015-18-280, effective May 14, 2015 (Royal Assent).
(5) If the application is for reinstatement for a limited period, the reinstatement application must contain the matters referred to in subsection (4) (a) to (c).
Section 364.1 (5) (a) BEFORE amended by 2021-24-86, effective July 7, 2023 (BC Reg 173/2023).
(a) the matters referred to in subsection (4) (a) to (c), and
Section 365 (1) BEFORE amended by 2004-62-4, effective October 21, 2004 (Royal Assent).
(1) The registration of a foreign entity as an extraprovincial company is restored when the registrar alters the corporate register to reflect the restoration and, whether or not the requirements precedent and incidental to restoration have been complied with, a notation in the corporate register that the registration of the foreign entity as an extraprovincial company has been restored is conclusive evidence for the purposes of this Act and for all other purposes that the registration of the foreign entity as an extraprovincial company has been duly restored as of the date and time shown in the corporate register.
Section 365 (1) BEFORE amended by 2008-39-21(a) and (b), effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
(1) The registration of a foreign entity as an extraprovincial company is restored when the registrar alters the corporate register to reflect the restoration and, whether or not the requirements precedent and incidental to restoration have been complied with, a notation in the corporate register that the registration of the foreign entity as an extraprovincial company has been restored is conclusive evidence for the purposes of this Act and for all other purposes that the registration of the foreign entity as an extraprovincial company has been duly restored as of the date shown and the time, if any, shown in the corporate register.
Section 365 (2) BEFORE amended by 2008-39-21(c), effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
(2) If the registration of a foreign entity as an extraprovincial company is restored by a full restoration, the mailing addresses and the delivery addresses of the head office of the extraprovincial company, whether or not the head office is in British Columbia, and of the attorneys, if any, for the extraprovincial company are the mailing addresses and the delivery addresses respectively shown for them on the restoration application.
Section 365 (3) BEFORE amended by 2008-39-21(a), effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
(3) If a foreign entity has its registration as an extraprovincial company restored, the registration is deemed not to have been cancelled, and proceedings may be taken as might have been taken if that registration had not been cancelled.
Section 365 (2.1) was added by 2008-39-21(d), effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
Section 366 (2) BEFORE amended by 2008-39-22, effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
(2) Subject to section 363 (2), if the registration of a foreign entity as an extraprovincial company is restored under this Division, the name under which the foreign entity is registered as an extraprovincial company is the name that is included in the restoration application.
Section 366 (1) (b) BEFORE amended by 2012-12-19, effective November 1, 2012 (BC Reg 301/2012).
(b) in any other case, the name created by adding "B.C. Ltd." after the incorporation number of the company.
Section 366 (1) (b) BEFORE amended by 2012-12-2, effective July 29, 2013 (BC Reg 71/2013).
(b) in any other case, the name created by adding "B.C. Ltd." or, in the case of an unlimited liability company, "B.C. Unlimited Liability Company" after the incorporation number of the company.
Section 367 (b) and (c) BEFORE amended by 2004-62-29, effective October 21, 2004 (Royal Assent).
(b) issue a certificate of restoration in accordance with subsection (2) of this section and furnish
(i) that certificate and a certified copy of the restoration application to the company or extraprovincial company, as the case may be, and
(ii) a copy of that certificate to the applicant, and
(c) furnish to the company a certified copy of the notice of articles, if any.
Section 367 (1) (part) BEFORE amended by 2008-39-23(a), effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
(1) After the restoration of a company, the restoration of the registration of a foreign entity as an extraprovincial company under this Division or the extension or conversion under section 359 or 361 of a limited restoration, the registrar must
Section 367 (1) (a) (i) BEFORE amended by 2008-39-23(b), effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
(i) notice of the restoration, extension or conversion, and
Section 367 (1) (a) (ii) BEFORE amended by 2008-39-23(c), effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
(ii) notice of the date on which any limited period of restoration expires,
Section 367 (1) (b) BEFORE amended by 2008-39-23(c), effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
(b) issue a certificate of restoration in accordance with subsection (2) of this section and furnish
Section 367 (1) (c) BEFORE amended by 2008-39-23(d), effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
(c) if requested to do so, furnish a certified copy of the restoration application to the company or extraprovincial company, and
Section 367 (2) BEFORE amended by 2008-39-23(e), effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
(2) A certificate of restoration must show the name of the company or, in the case of an extraprovincial company, the name and any assumed name for the extraprovincial company, the date and time of the restoration, and,
(a) in the case of a limited restoration or the extension of a limited restoration, include the date on which the limited period of restoration expires, or
(b) in the case of a conversion of a limited restoration to a full restoration, include the date and time of the conversion.
Section 368 (5) BEFORE amended by 2006-11-1(a), effective June 14, 2006 (BC Reg 160/2006).
(5) Title to, or any interest in, land that has escheated to the government under section 4 of the Escheat Act is not, except as provided in section 4 of that Act, affected by a restoration of a company.
Section 370 (1) (c) (ii) BEFORE amended by 2004-23-1, effective March 29, 2004 [retro from April 29, 2004 (Royal Assent)].
(ii) without limiting subparagraph (i) of this paragraph, the shares of the company that had been issued by the company, or transferred, within 6 years before dissolution, and if, despite the dissolution, shares had been issued or transferred after dissolution and before restoration, those shares, and, with respect to the shares referred to in this subparagraph,
Section 370 (2) BEFORE amended by 2004-62-30, effective October 21, 2004 (Royal Assent).
(2) In addition to any alterations that a pre-existing company is required to make to its articles under subsection (1) (b) of this section, the company may, with those alterations, make other alterations to its articles, in accordance with section 259 (1) to (3), so long as those other alterations are not inconsistent with the information that, under section 371 (2) (b), is included in the notice of articles contained in the post-restoration transition application.
Section 370 (3) BEFORE amended by 2006-12-31, effective June 23, 2006 (BC Reg 179/2006).
(3) A resolution to make the other alterations referred to in subsection (2) of this section must contain a condition that those alterations do not take effect until the notice of articles contained in the post-restoration transition application takes effect.
Section 371 (4) BEFORE amended by 2004-62-5, effective October 21, 2004 (Royal Assent).
(4) After a post-restoration transition application for a pre-existing company is filed with the registrar under section 370 (1) (a), the registrar must furnish to the company a certified copy of that application and a certified copy of the notice of articles.
Section 371 (1) (c) BEFORE amended by 2006-12-32, effective June 23, 2006 (BC Reg 179/2006).
(c) if the company intends to alter its articles under section 370 (2), the resolution required under section 259 (1) to (3) to make those alterations is received for deposit at the company's records office, and
Section 372 (2) BEFORE amended by 2006-12-31, effective June 23, 2006 (BC Reg 179/2006).
(2) The resolution referred to in subsection (1) of this section must contain a condition that the alteration to the articles does not take effect until the notice of articles contained in the post-restoration transition application takes effect.
Section 378 (1) BEFORE amended by 2004-62-4, effective October 21, 2004 (Royal Assent).
(1) Whether or not the requirements precedent and incidental to registration of a foreign entity as an extraprovincial company have been complied with, a notation in the corporate register that a foreign entity has been registered as an extraprovincial company is conclusive evidence for the purposes of this Act and for all other purposes that the foreign entity has been duly registered as an extraprovincial company on the date and time shown in the corporate register.
Section 378 (4) (a) BEFORE amended by 2012-12-20, effective November 1, 2012 (BC Reg 301/2012).
(a) the act contravenes subsection (3), or
Section 378 (4) (a) BEFORE amended by 2015-18-281, effective November 28, 2016 (BC Reg 216/2015).
(a) the act contravenes subsection (3) or section 422 (7), or
Section 379 (2) (a) BEFORE amended by 2016-5-5, effective March 10, 2016 (Royal Assent).
(a) the name of the amalgamated extraprovincial company if the amalgamated extra provincial company
(i) has adopted as its name the name of one of the amalgamating extraprovincial companies, or
Division 4, sections 399.1 to 399.3 of Part 11 were enacted by 2008-39-24, effective April 27, 2009 [coming into force of Alberta Reg 104/2009 (BC Reg 88/09 as amended by BC Reg 132/2009)].
Section 399.2 (2) (h) BEFORE amended by 2009-15-1(a), effective October 29, 2009 (Royal Assent).
(h) respecting the form or manner in which the registrar may accept records, filings, applications, information, forms, notices and fees in matters governed under this section;
Section 399.2 (3) (a) and (b) BEFORE amended by 2009-15-1(b), effective October 29, 2009 (Royal Assent).
(a) setting out the powers and duties of the registrar in relation to matters governed by regulations made under this section;
(b) in relation to companies recognized under this Act, respecting the form or manner in which the registrar may collect and transmit records, filings, applications, information, forms, notices and fees to or for an extraprovincial registrar.
Section 406 (1) BEFORE amended by 2015-18-282, effective November 28, 2016 (BC Reg 216/2015).
(1) In this section, "decision" means a direction, decision, order, ruling or refusal of the registrar.
Section 408 BEFORE amended by 2012-12-22, effective November 1, 2012 (BC Reg 301/2012).
Filing of records
408 (1) Subject to section 402 (3), a record is filed with the registrar when the registrar
(a) is satisfied that the record and the information contained in it appear to meet the requirements of this Act and the regulations, and
(b) accepts the record and includes in the corporate register the information contained in the record.
(1.1) Any notice, application or other record that, under this Act, may or must be submitted for filing with the registrar or provided to the registrar must be submitted or provided in a form and with the contents satisfactory to the registrar.
(1.2) The registrar may establish different forms for use by different classes of corporations or limited liability companies.
(2) Despite any other provision of this Act, the registrar may refuse to file a record submitted to the registrar for filing if, in the opinion of the registrar,
(a) the record has not been duly completed by reason of any omission or misdescription,
(b) the record does not comply with the requirements of this Act or the regulations,
(c) the record contains any error, alteration or erasure, or
(d) another record that, under this Act, must be provided to the registrar, or submitted to the registrar for filing, in conjunction with the record submitted for filing has not yet been provided or submitted for filing.
(3) Nothing in this section requires the registrar to ensure that a record filed with the registrar, or the information contained in it, meets the requirements of this Act and the regulations.
Section 408 (3) BEFORE amended by 2015-18-283, effective November 28, 2016 (BC Reg 216/2015).
(3) Nothing in this section requires the registrar to ensure that a record filed with the registrar, or the information contained in it, meets the applicable requirements.
Section 409 (3) and (4) BEFORE amended by 2012-12-23, effective November 1, 2012 (BC Reg 301/2012).
(3) Nothing in this section removes from a corporation or a limited liability company the obligation to make any filing it is obliged to make with the registrar under this Act.
(4) Despite any other provision of this Act, if, before a future dated filing affecting a company or extraprovincial company takes effect, the company is dissolved or the registration of the extraprovincial company is cancelled, the future dated filing is deemed to be withdrawn when the company is dissolved or the extraprovincial company's registration is cancelled.
Section 411 (1) (part), (1.1), (3) (part) BEFORE amended by 2012-12-24, effective November 1, 2012 (BC Reg 301/2012).
(1) If a record is, under this Act, or was, under a former Companies Act, required to be filed with the registrar by or on behalf of a corporation or a limited liability company, the registrar may, until that record is filed with the registrar,
(1.1) The registrar may refuse to accept any record submitted to the registrar for filing by or on behalf of a company if
(a) the company has not made the filings, contemplated by section 127, that would confirm that it is in compliance with section 120, or
(b) the company
(i) tendered a cheque in payment of a fee required under section 431 and that cheque failed to clear the savings institution on which it was drawn, or
(ii) otherwise failed to pay a fee required under section 431.
(3) Nothing in this section removes from a corporation or limited liability company the obligation to make any filing it is obliged to make with the registrar under this Act.
Section 412 (2) (b) BEFORE amended by 2012-12-25, effective November 1, 2012 (BC Reg 301/2012).
(b) the photograph, stored record or reproduction is, for all purposes of the corporate register and the office of the registrar, deemed to be the record photographed, stored or reproduced.
Section 414 (1) BEFORE amended by 2007-7-29(a), effective July 1, 2007 (BC Reg 202/2007).
(1) The registrar may correct an error or omission in the corporate register if
Section 414 (1) (b) BEFORE amended by 2007-7-29(b), effective July 1, 2007 (BC Reg 202/2007).
(b) the registrar is satisfied as to the true facts that ought to have been incorporated into the corporate register.
Section 414 (3) (a) and (b) BEFORE amended by 2007-7-29(c), effective July 1, 2007 (BC Reg 202/2007).
(a) must be shown in the corporate register as a correction, with the date and time of the correction noted by the registrar, and
(b) if the correction is made to a record filed with the registrar in paper form, must be initialed by the registrar, with the date and time of the correction noted.
Section 418 (4) (part) BEFORE amended by 2012-12-30, effective November 1, 2012 (BC Reg 301/2012).
(4) If, under this Act, a decision, notice or response of the registrar is required to be in writing, the decision, notice or response may be recorded or otherwise furnished by the registrar
Section 419 (1) and (2) BEFORE amended by 2012-12-31, effective November 1, 2012 (BC Reg 301/2012).
Effect of records issued by registrar
419 (1) A record issued under section 418 (1) is evidence of any of the matters stated in the record that relate to the corporate register.
(2) If a record is filed with the registrar under this Act, a copy of that record, certified by the registrar under section 418 (2), is admissible in evidence in place of and to the same extent as the original record.
Section 422 (1) (e) BEFORE amended by 2006-12-34, effective June 23, 2006 (BC Reg 179/2006).
(e) tenders a cheque in payment of a fee required under section 431, which cheque fails to clear the savings institution on which it is drawn,
Section 422 (5) BEFORE amended by 2012-12-32, effective November 1, 2012 (BC Reg 301/2012).
(5) At any time after one month after the date of publication of the notice under subsection (3), the registrar may dissolve the company or cancel the registration of the foreign entity as an extraprovincial company unless
Section 422 (5.1), (5.2) and (7) were added by 2012-12-32, effective November 1, 2012 (BC Reg 301/2012).
Section 422 (5.2) BEFORE amended by 2015-18-284, effective November 28, 2016 (BC Reg 216/2015).
(5.2) A company or an extraprovincial company must not file more than one application for extension in relation to any one notice published under subsection (3) in relation to the company or extraprovincial company.
Section 426 (1) (a) BEFORE amended by 2006-12-35(a), effective June 23, 2006 (BC Reg 179/2006).
(a) contravenes section 34 (1), 42, 127 (1), 196, 199, 216 (2) or (4), 217, 262, 284 (7) (b), 308 (4), 327 (2), 335 or 434 (1),
Section 426 (1) (c) BEFORE repealed by 2006-12-35(b), effective June 23, 2006 (BC Reg 179/2006).
(c) uses information, extracts or copies referred to in section 47 for purposes other than the purposes referred to in section 47 (2), or uses a list obtained under section 49 for purposes other than the purposes referred to in section 49 (3),
Section 426 (2) BEFORE amended by 2007-7-31, effective October 29, 2007 (BC Reg 314/2007).
(2) A person who contravenes section 24 commits an offence.
Section 426 (2) BEFORE amended by 2012-12-34, effective May 14, 2012 (Royal Assent).
(2) A person who contravenes section 24 or 51.21 (3) commits an offence.
Section 426 (1) (b) BEFORE amended by 2012-12-33(b), effective November 1, 2012 (BC Reg 301/2012).
(b) contravenes section 375 (1),
Section 426 (1) (a) and (b) BEFORE amended by 2012-12-33(a) and (b), effective July 29, 2013 (BC Reg 71/2013).
(a) contravenes section 34 (1), 42, 49 (3), 127 (1), 196, 199, 216 (2) or (4), 217, 262, 284 (7) (b), 308 (4), 327 (2), 335 or 434 (1),
(b) contravenes section 375 (1) or 422 (7),
Section 426 (2) BEFORE amended by 2012-12-33(d), effective December 22, 2014 (BC Reg 262/2014).
(2) A person who contravenes section 24, 27, or 51.21 (3) commits an offence.
Section 426 (1) (a) BEFORE amended by 2019-15-10, effective May 16, 2019 (Royal Assent).
(a) contravenes section 34 (1), 42, 49 (3), 51.96 (3), 127 (1), 196, 199, 216 (2) or (4), 217, 262, 284 (7) (b), 308 (4), 327 (2), 335 or 434 (1),
Section 426 (1) (a) BEFORE amended by 2019-20-14(a), effective June 30, 2020 (BC Reg 105/2020).
(a) contravenes section 34 (1), 42, 49 (3), 51.96 (3), 58.1 (3) or (4), 127 (1), 196, 199, 216 (2) or (4), 217, 262, 284 (7) (b), 308 (4), 327 (2), 335 or 434 (1),
Section 426 (4.1) was added by 2019-15-11(a), effective October 1, 2020 (BC Reg 77/2020, repealing BC Reg 209/2019).
Section 426 (5) (b) BEFORE amended by 2019-15-11(b), effective October 1, 2020 (BC Reg 77/2020, repealing BC Reg 209/2019).
(b) to provide, within the meaning of section 48 (3), to a person a copy of any record that the person is entitled to receive a copy of and for which the appropriate fee, if any, has been tendered.
Section 427 (2) BEFORE amended by 2015-18-285, effective November 28, 2016 (BC Reg 216/2015).
(2) If a corporation or limited liability company commits an offence under subsection (1), any director or officer of the corporation, or any manager of the limited liability company, who knowingly authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence, and is liable on summary conviction to a fine of not more than $10 000, whether or not the corporation or limited liability company has been prosecuted or convicted.
Section 427 (2) BEFORE amended by 2019-15-12, effective October 1, 2020 (BC Reg 77/2020, repealing BC Reg 209/2019).
(2) If a corporation or limited liability company commits an offence under subsection (1), any director or officer of the corporation, or any manager of the limited liability company, who authorizes, permits or acquiesces in the commission of the offence also commits an offence and is liable on summary conviction to a fine of not more than $10 000, whether or not the corporation or limited liability company is prosecuted or convicted.
Section 427.1 was enacted by 2019-15-13, effective October 1, 2020 (BC Reg 77/2020, repealing BC Reg 209/2019).
Section 428 (1) BEFORE amended by 2006-12-36(a), effective June 23, 2006 (BC Reg 179/2006).
(1) A person who commits an offence under section 426 (1) (a), (c), (d), (e) or (f), (5), (6), (7) or (8) is liable,
Section 428 (4) and (5) BEFORE amended by 2006-12-36(b), effective June 23, 2006 (BC Reg 179/2006).
(4) A person that commits an offence under section 426 (2) is liable to a fine in a prescribed amount for each day that the offence continues.
(5) An individual that commits an offence under section 426 (3) or (4) is liable to a fine of not more than $2 000.
Section 428 (1) (part) BEFORE amended by 2019-20-15, effective June 30, 2020 (BC Reg 105/2020).
(1) A person who commits an offence under section 426 (1) (a), (d), (d.1), (e) or (f), (5), (6), (7) or (8) is liable,
Section 428 (2.1) was added by 2019-15-14, effective October 1, 2020 (BC Reg 77/2020, repealing BC Reg 209/2019).
Section 430 (2) BEFORE repealed by 2015-18-287, effective November 28, 2016 (BC Reg 216/2015).
(2) An information must not be laid in respect of an offence if
(a) the offence is committed by the failure to file, or to file within a required period, a record with the registrar, and
(b) before the laying of the information, the appropriate record is filed with the registrar.
Section 431 BEFORE re-enacted by 2012-12-36, effective November 1, 2012 (BC Reg 301/2012).
Fees
431 There must be paid to the registrar, in respect of each matter set out in Column 1 of the Schedule to this Act, the fee set out opposite that matter in Column 2 of that schedule and payment of the applicable fee is a condition precedent to the registrar filing any record and taking any other action under this Act.
Section 431 BEFORE amended by 2023-20-21(b), effective December 11, 2023 (BC Reg 274/2023).
Fees
431 There must be paid to the registrar, in respect of each matter set out in Column 1 of the Schedule to this Act, the fee set out opposite that matter in Column 2 of that Schedule or, if another enactment establishes a fee in respect of that matter, that fee, and payment of the applicable fee is a condition precedent to the registrar filing any record and taking any other action in respect of that matter.
Section 432 (2) (l.1), (t.1) and (q) (i.1) and (i.2) were added by 2007-7-32, effective October 29, 2007 (BC Reg 314/2007).
Section 432 (2) (c) and (f) BEFORE amended by 2012-12-37, effective November 1, 2012 (BC Reg 301/2012).
(c) respecting the form of the corporate register and the manner in which it is kept;
(f) respecting the manner in which, and the method by which, records and information may be mailed, sent, furnished or provided, and the requirements that a person must meet to mail, send, furnish, provide or receive records or information in an electronic or other format for the purposes of this Act, with power to prescribe different manners, methods and requirements for different records, information and situations;
Section 432 (3) (c) and (f) BEFORE amended by 2012-12-37, effective November 1, 2012 (BC Reg 301/2012).
(c) respecting searches of the corporate register, including
(i) search requests, and
(ii) search results;
(f) respecting the verification of information contained in the corporate register or of records filed with the registrar under this Act;
Section 432 (4) (a) to (e) BEFORE amended by 2012-12-37, effective November 1, 2012 (BC Reg 301/2012).
(a) respecting the computerization of the corporate register;
(b) respecting the manner in which the registrar may record, photograph, store, maintain or reproduce a record or information filed with or provided to the registrar;
(c) authorizing the establishment of databases in an electronic or other format for records or information required or permitted to be filed with or maintained by the registrar under this Act;
(d) providing for the maintenance of, access to and use of the databases established under this Act;
(e) providing to the registrar the authority to enter into agreements for access to the computer database of the corporate register;
Section 432 (5) (b) (part) BEFORE amended by 2012-12-37, effective November 1, 2012 (BC Reg 301/2012).
(b) requiring or permitting a record that, under this Act, is required or permitted to be provided to the registrar or submitted to the registrar for filing as a signed record
Section 432 (2) (ff) BEFORE amended by 2015-18-288, effective November 28, 2016 (BC Reg 216/2015).
(ff) respecting any matter the registrar considers necessary for carrying out the purposes of this Act, including matters in respect of which no express or only partial or imperfect provision has been made;
Section 432 (2) (g) BEFORE amended by 2019-15-15(a), effective October 1, 2020 (BC Reg 77/2020, repealing BC Reg 209/2019).
(g) respecting the manner and form in which and the time period within which records that are required or permitted to be prepared or kept under this Act must be prepared or kept, with power to prescribe different manners and forms for different records and situations;
Section 432 (9.2) was added by 2019-15-15(b), effective October 1, 2020 (BC Reg 77/2020, repealing BC Reg 209/2019).
Section 433 (2) (a) BEFORE amended by 2011-29-15, effective November 1, 2012 (BC Reg 208/2012).
(a) in the case of a pre-existing reporting company that is a company, the alteration to the articles referred to in section 372 (3) (d) or 438 (3) (d), as the case may be, takes effect to include the Statutory Reporting Company Provisions in the company's articles, and
Section 433 (2) (a.1) was added, and "and" was deleted at the end of paragraph (a) by 2015-18-289, effective May 14, 2015 (Royal Assent).
Section 436 (2) BEFORE amended by 2004-62-30, effective October 21, 2004 (Royal Assent).
(2) In addition to any alterations that a pre-existing company is required to make to its articles under subsection (1) (b) of this section, the company may, with those alterations, make other alterations to its articles, in accordance with section 259 (1) to (3), so long as those other alterations are not inconsistent with the information that, under section 437 (2) (b), is included in the notice of articles contained in the transition application.
Section 436 (3) BEFORE amended by 2006-12-31, effective June 23, 2006 (BC Reg 179/2006).
(3) A resolution to make the other alterations referred to in subsection (2) of this section must contain a condition that those alterations do not take effect until the notice of articles contained in the transition application takes effect.
Section 437 (4) BEFORE amended by 2004-62-5, effective October 21, 2004 (Royal Assent).
(4) After a transition application for a pre-existing company is filed with the registrar under section 436 (1) (a), the registrar must furnish to the company a certified copy of that application and a certified copy of the notice of articles.
Section 437 (1) (c) BEFORE amended by 2006-12-32, effective June 23, 2006 (BC Reg 179/2006).
(c) if the company intends to alter its articles under section 436 (2), the resolution required under section 259 (1) to (3) to make those alterations is received for deposit at the company's records office, and
Section 438 (2) BEFORE amended by 2006-12-31, effective June 23, 2006 (BC Reg 179/2006).
(2) The resolution referred to in subsection (1) of this section must contain a condition that the alteration to the articles does not take effect until the notice of articles contained in the transition application takes effect.
Section 438 (3) (d) BEFORE amended by 2011-29-16, effective November 1, 2012 (BC Reg 208/2012).
(d) if the company is a pre-existing reporting company, alter its articles to include the Statutory Reporting Company Provisions.
Section 442.1 (2) (part) BEFORE amended by 2011-29-17, effective November 1, 2012 (BC Reg 208/2012).
(2) The Pre-existing Company Provisions apply to each pre-existing company until
Schedule, Item 1 BEFORE amended by 2007-7-33(a), effective October 29, 2007 (BC Reg 314/2007).
| 1 | For incorporation, amalgamation or restoration of a company | $350* |
Schedule, Item 1 BEFORE amended by 2009-15-2, effective October 29, 2009 (Royal Assent).
| 1 | Subject to items 1.1 and 1.2, for incorporation, amalgamation or restoration or restoration of a company | $350* |
Schedule, Items 1.1 and 1.2 were added by 2007-7-33(a), effective October 29, 2007 (BC Reg 314/2007).
Schedule, Item 2 BEFORE amended by 2009-15-3, effective October 29, 2009 (Royal Assent).
| 2 | For registration, amalgamation or restoration of an extraprovincial company | $350* |
Schedule, Item 3 BEFORE amended by 2021-24-88, effective October 28, 2021 (Royal Assent).
| 3 | For conversion of a special Act corporation to a British Columbia company | $100* |
Schedule, Item 7 BEFORE amended by 2004-23-2, effective March 29, 2004 [retro from April 29, 2004 (Royal Assent)].
| 7 | For each search conducted through the B.C. Online information service using a person's own computer terminal | $7* |
Schedule, Item 11 BEFORE amended by 2007-7-33(b), effective October 29, 2007 (BC Reg 314/2007).
| 11 | For continuation into British Columbia, continuation out of British Columbia or amalgamation under Division 4 of Part 9 | $350* |
Schedule, Item 14 BEFORE amended by 2007-7-33(c), effective October 29, 2007 (BC Reg 314/2007).
| 14 | For filing a notice of alteration | $100* |
Schedule, Item 15 BEFORE amended by 2012-12-38, effective November 1, 2012 (BC Reg 301/2012).
| 15 | For filing any record, other than a transition application or a post-restoration transition application, for which there is no other fee, the fee for each record | $20* |
Schedule (notation) BEFORE amended by 2010-5-171, effective July 1, 2010.
*In addition to a fee marked by an asterisk, a further operator fee of $1.50, plus any G.S.T. applicable to the operator fee, may be charged for any transaction done by electronic means from a location outside a government office or at a government office by a person who is not a government employee.