Definitions and interpretation

1   (1) In this regulation:

"Act" means the Business Corporations Act;

"extraprovincial company" means a foreign entity that is registered as an extraprovincial company under this regulation;

"foreign entity" means a foreign entity from a designated province;

"registration statement" means data about a foreign entity received electronically by the registrar from the extraprovincial registrar.

(2) References to "registration statement" in provisions of the Act that apply to a foreign entity or extraprovincial company must, when the context requires, be read as that term is defined in subsection (1).

Designated provinces

2   For the purposes of Division 4 of Part 11 of the Act and this regulation, the following are designated provinces:

(a) Alberta;

(b) Saskatchewan;

(c) Manitoba.

[en. B.C. Reg. 141/2012, s. 1; am. B.C. Reg. 268/2019, s. (a).]

Exemption and disapplication

3   (1) Section 377 of the Act does not apply in respect of a foreign entity.

(2) An extraprovincial company is exempt from section 380 of the Act and items 2, 4, 5 and 15 of the Schedule to the Act.

(3) Sections 379 (3) and (5) and 422 (1) (a) of the Act do not apply in respect of an extraprovincial company.

(4) Sections 381 to 383, 389, 391, 393 and 395, insofar as they refer to a form established by the registrar, do not apply to a foreign entity or an extraprovincial company from a designated jurisdiction.

(5) Item 13 of the Schedule to the Act, insofar as it refers to assumed names, does not apply to a foreign entity or an extraprovincial company from a designated jurisdiction.

Manner in which registrar may accept records, etc.

4   The registrar may accept records, filings, applications, information, forms, notices and fees respecting an extraprovincial company or foreign entity from an extraprovincial registrar in one or more of the following manners, as applicable:

(a) electronically;

(b) by facsimile transmission;

(c) by mail.

Registration of foreign entity as extraprovincial company

5   (1) After a foreign entity complies with section 376 of the Act to the satisfaction of the registrar, the registrar may

(a) accept the registration statement, and

(b) register the foreign entity as an extraprovincial company.

(2) After a foreign entity is registered under subsection (1) of this section, the registrar must

(a) issue a certificate of registration showing

(i) the name and any assumed name for the extraprovincial company,

(ii) its registration number, and

(iii) the date and time of its registration,

(b) furnish to the extraprovincial company that certificate and a copy of the registration statement,

(c) furnish a copy of the registration statement to each attorney referred to in the registration statement who has not been furnished with a copy of that record under paragraph (b), and

(d) publish notice of the registration on a website maintained by or on behalf of the government of British Columbia.

Personal information — residential addresses

6   The registrar may

(a) collect the residential address of a director or an attorney of a foreign entity or an extraprovincial company from a person other than the director or attorney for the purposes of registration of, and the maintenance of registration of, the foreign entity or extraprovincial company, as the case may be,

(b) disclose the residential address of a director or an attorney of an extraprovincial company to the public for the purposes of the Act and this regulation, and

(c) collect the residential address of a director or an attorney of a company and disclose the residential address to an extraprovincial registrar for the purposes of registration of, and the maintenance of registration of, the company in a designated province.

Registration of foreign entity as amalgamated extraprovincial company

7   (1) After notice of amalgamation of an extraprovincial company is filed with the registrar, the registrar must

(a) issue a certificate of registration showing

(i) the name and any assumed name for the amalgamated extraprovincial company,

(ii) its registration number and the date and time of its registration, and

(iii) the date, and the time, if any, shown for the amalgamation or similar process on the notice of amalgamation of the extraprovincial company,

(b) furnish to the amalgamated extraprovincial company the certificate referred to in paragraph (a) and a copy of the notice of amalgamation of the extraprovincial company,

(c) furnish a copy of the notice of amalgamation of the extraprovincial company to each attorney of the amalgamated extraprovincial company who has not been furnished with a copy of that record under paragraph (b), and

(d) publish notice of the amalgamation or similar process on a website maintained by or on behalf of the government of British Columbia.

(2) At any time, before or after a certificate of registration is issued under subsection (1), the registrar may order the amalgamated foreign entity to provide to the registrar, within the time required by the registrar, proof satisfactory to the registrar of the foreign entity's status in the foreign entity's jurisdiction.

Foreign entity not intending to carry on business

8   If a foreign entity files with the registrar a notice that the foreign entity does not carry on business in British Columbia and does not intend to carry on business in British Columbia, the registrar may cancel its registration.

How registrar may transmit records, etc.

9   (1) The registrar may collect records, filings, applications, information, forms, notices and fees from a company for an extraprovincial registrar and transmit them to the extraprovincial registrar in one or more of the following manners, as applicable:

(a) electronically;

(b) by facsimile transmission;

(c) by mail.

(2) Without limiting subsection (1), the registrar may collect a name search fee for a name search required by the extraprovincial registrar for Alberta and transmit the fee to the service provider.

(3) In subsection (2), "service provider" means the service provider designated by the registrar to perform a name search required by the extraprovincial registrar referred to in that subsection.

[am. B.C. Reg. 141/2012, s. 2.]

Registrar must obtain consent

10   Before transmitting the matters referred to in section 9 to an extraprovincial registrar, the registrar must obtain the consent of the company.