Section 1 definitions of "annuitant" and "eligible business corporation" were added by 2003-8-1(a), effective March 28, 2003 (BC Reg 146/2003).
Section 1 definitions of "eligible investment", "equity share" and "small business" BEFORE amended by 2003-8-1(b), effective March 28, 2003 (BC Reg 146/2003).
"eligible investment" means an investment permitted by section 10;
"equity share" means a share of a class of shares carrying voting rights under all circumstances, but does not include a share having prescribed rights and restrictions;
"small business" means a corporation, whether a cooperative association or not, that has no more than 75 employees calculated in the prescribed manner;
Section 1 definition of "authorized share structure" was added by 2003-70-275, effective March 29, 2004 (BC Reg 64/2004).
Section 1 (11) BEFORE amended by 2007-14-215,Sch, effective December 1, 2007 (BC Reg 354/2007).
(11) Any calculation or determination under this Act or the regulations may be based on projections that the administrator considers to be reasonable.
Section 1 (1) definition of "spouse", paragraph (b) BEFORE amended by 2011-25-445, 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, and has lived and cohabited in that relationship for a continuous period of 6 months;
Section 1 (9) BEFORE amended by 2016-5-34, effective March 10, 2016 (Royal Assent).
(9) For the purposes of the holding of an investment referred to in sections 12 to 14, a small business does not cease to be a small business if, while the investment is held, the number of employees of the small business and its affiliates, is more than 75.
Section 1 (1) definitions of "convertible right" and "shareholder" were added by 2019-7-60(a), effective March 2, 2019 [retro from April 11, 2019 (Royal Assent)].
Section 1 (1) definition of "equity share", paragraph (b.1) was added by 2019-7-60(b), effective March 2, 2019 [retro from April 11, 2019 (Royal Assent)].
Section 1 (1) definition of "major shareholder" BEFORE amended by 2019-7-60(c), effective March 2, 2019 [retro from April 11, 2019 (Royal Assent)].
, in relation to a corporation, means a person whose shares in the corporation, together with the shares, if any, owned by the person's associates and affiliates,
(a) carry in the aggregate 10% or more of the voting rights, under any circumstances, attached to shares in the corporation, or
(b) carry in the aggregate less than 10% of the voting rights, under any circumstances, attached to shares in the corporation if the person is a member of a common interest group whose members own or hold shares which allow the group to control the corporation;
Section 1 (6) BEFORE amended by 2019-7-60(d), effective March 2, 2019 [retro from April 11, 2019 (Royal Assent)].
(6) For the purposes of this Act, a corporation is deemed to own shares that are owned by its affiliates.
Section 1 (6.1) (part) sandwich text BEFORE amended by 2019-7-60(e), effective March 2, 2019 [retro from April 11, 2019 (Royal Assent)].
as defined in the Income Tax Act (Canada) is deemed to have purchased, held or disposed of shares that are purchased, held or disposed of by the trust.
Section 1 (8) BEFORE amended by 2019-7-60(e), effective March 2, 2019 [retro from April 11, 2019 (Royal Assent)].
(8) For the purposes of this Act, 2 or more persons holding the same shares or holding shares jointly are required to be counted as one shareholder.
Section 1 (12) was added by 2019-7-60(f), effective March 2, 2019 [retro from April 11, 2019 (Royal Assent)].
Section 1 (1) definitions of "TFSA" and "TFSA holder" were added by 2019-7-61(a), effective February 20, 2019 [retro from April 11, 2019 (Royal Assent)].
Section 1 (6.2) was added by 2019-7-61(b), effective February 20, 2019 [retro from April 11, 2019 (Royal Assent)].
Section 2 (1) BEFORE amended by 2003-8-4, effective March 28, 2003 (BC Reg 146/2003).
(1) To apply for registration under this Act, a company must deliver to the administrator a proposal setting out all of the following:
Section 2 (2) BEFORE amended by 2003-70-276, effective March 29, 2004 (BC Reg 64/2004).
(2) A proposal must be signed by one director and one officer and be accompanied by a certified copy of the company's memorandum and its articles.
Section 3 BEFORE amended by 2003-8-4, effective March 28, 2003 (BC Reg 146/2003).
3 (1) The administrator may, in the administrator's discretion, register under this Act a company if the administrator is satisfied that the company meets all the following qualifications:
(a) is incorporated under the Company Act;
(b) has a name that includes "(VCC)" before the word or abbreviation required by section 16 (1) of the Company Act;
(c) has never previously carried on business;
(d) has or will have equity capital of at least $25 000;
(e) has authorized capital consisting of only one class of shares where the shares
(i) are shares without par value, and
(ii) have no special rights or restrictions;
(f) has a memorandum under section 5 of the Company Act that restricts the business of the company to assisting development of small businesses by
(i) making investments permitted by this Act, and
(ii) providing business and managerial expertise to small businesses in which it has made or proposes to make an eligible investment;
(g) meets other prescribed conditions.
(2) [Repealed 1998-42-48.]
(3) If the administrator accepts an application for registration under this Act, the administrator must issue a certificate to that effect, and the applicant is deemed to be registered on the date of registration contained in the certificate.
(4) Registration of a venture capital corporation under this section constitutes approval, as of the date of registration, for the issue of $50 000 of equity capital.
Section 3 (1) (e) BEFORE amended by 2003-8-5, effective March 28, 2003 (BC Reg 146/2003).
(e) has authorized capital consisting of only one class of shares where the shares
(i) are shares without par value, and
(ii) have no special rights or restrictions;
Section 3 (1) (a), (b), (e) and (f) BEFORE amended by 2003-70-277, effective March 29, 2004 (BC Reg 64/2004).
(a) is incorporated under the Company Act;
(b) has a name that includes "(VCC)" before the word or abbreviation required by section 16 (1) of the Company Act;
(e) has authorized capital consisting of only either or both of the following:
(f) has a memorandum under section 5 of the Company Act that restricts the business of the company to assisting development of small businesses by
Section 3 (4) BEFORE repealed by 2010-21-193, effective September 17, 2010 (BC Reg 265/2010).
(4) Registration of a venture capital corporation under this section constitutes approval, as of the date of registration, for the issue of $50 000 of equity capital.
Section 3 (1.1) was added by 2019-7-62, effective March 2, 2019 [retro from April 11, 2019 (Royal Assent)].
Section 5 BEFORE re-enacted by 2008-39-76, effective April 1, 2009 (BC Reg 409/2008).
Place of business
5 (1) A venture capital corporation must, within 30 days after being registered, establish and maintain a place of business in British Columbia.
(2) A venture capital corporation must not maintain a place of business or permanent establishment, as defined in the Income Tax Act, outside of British Columbia.
Section 6 (3) BEFORE amended by 2003-8-6(a), effective March 28, 2003 (BC Reg 146/2003).
(3) Subject to subsection (4), the equity capital of a venture capital corporation, including the equity capital referred to in section 9 (1), must not be greater than
(a) $5 million if it is not a reporting issuer as defined in the Securities Act, or
(b) $20 million if it is a reporting issuer as so defined.
Section 6 (4) BEFORE repealed by 2003-8-6(b), effective March 28, 2003 (BC Reg 146/2003).
(4) If the Lieutenant Governor in Council considers it to be in the public interest, the Lieutenant Governor in Council may by order in a particular case exempt a venture capital corporation from the limits of equity capital set out in subsection (3) (a) or (b) and specify other limits that are to apply in that particular case.
Section 7 (3) (a) and (b) BEFORE amended by 2003-70-278, effective March 29, 2004 (BC Reg 64/2004).
(a) its memorandum;
(b) its authorized capital;
Section 7 (4) was added by 2019-7-63, effective March 2, 2019 [retro from April 11, 2019 (Royal Assent)].
Section 8 (2) and (3) BEFORE amended by 2003-8-7, effective March 28, 2003 (BC Reg 146/2003).
(2) A venture capital corporation must have an amount equal to 80% of any equity capital it has raised during its fiscal year invested in eligible investments no later than the end of the next succeeding fiscal year, and the venture capital corporation must afterwards keep at least that amount invested in eligible investments.
(3) For the purposes of subsection (2), the Lieutenant Governor in Council may make regulations providing that the amount of equity capital invested in an eligible investment is deemed to be less than the actual amount paid for the investment
(a) in prescribed circumstances, and
(b) to the extent prescribed for each circumstance.
Section 8 (1.1) was added by 2019-7-64, effective March 2, 2019 [retro from April 11, 2019 (Royal Assent)].
Section 9 BEFORE re-enacted by 2003-8-8, effective March 28, 2003 (BC Reg 146/2003).
Additional equity capital issues
9 (1) If, after its date of registration, a venture capital corporation proposes to issue additional equity capital, other than equity capital that has been approved under section 3 (4), it must apply to the administrator who may approve of that issue of additional capital subject to any conditions that the administrator may determine, including a condition that the shares may only be issued, as the administrator specifies, to investing entities or to persons, as defined in section 20 (1), and setting the maximum consideration for which these shares may be issued to those investing entities or persons.
(2) [Repealed 1998-42-48.]
Section 9 (part) BEFORE amended by 2010-21-194(a), effective September 17, 2010 (BC Reg 265/2010).
Additional equity capital issues
9 If a venture capital corporation proposes to raise additional equity capital under this Part, other than equity capital that has been approved under section 3 (4), it must apply to the administrator who may approve of raising the additional equity capital subject to any conditions that the administrator may determine, including but not limited to
Section 10 (1) BEFORE amended by 2003-8-9, effective March 28, 2003 (BC Reg 146/2003).
(1) A venture capital corporation may make an investment in a small business if each of the following requirements is fulfilled:
(a) the small business, together with its affiliates, has no more than 75 employees calculated in the prescribed manner;
(b) unless otherwise provided by regulation, at least 75% of the wages and salaries, determined in the prescribed manner, of the small business are or will be paid to employees who regularly report to work at operations located in British Columbia;
(c) the small business is or will be substantially engaged, determined in the prescribed manner, in British Columbia in any one or more of the following activities:
(i) prescribed manufacturing and processing;
(ii) prescribed research and development;
(iii) prescribed tourism;
(iv) prescribed aquaculture;
(v) any other business activity that is prescribed;
(d) the investment consists or will consist of
(i) the direct acquisition from the small business of equity shares issued for the purpose of raising new equity capital, or
(ii) the acquisition by the venture capital corporation of equity shares issued by the small business in prescribed circumstances under a prospectus, offering memorandum or other disclosure document;
(e) the investment is not and will not be prohibited under sections 12 to 15.
Section 10 (1) (c) BEFORE amended by 2010-21-195, effective September 17, 2010 (BC Reg 265/2010).
(c) the small business is or will be substantially engaged, determined in the prescribed manner, in British Columbia in prescribed business activities;
Section 11 BEFORE repealed by 2003-8-10, effective March 28, 2003 (BC Reg 146/2003).
Restriction on the disposition of equity shares
11 (1) If a venture capital corporation receives an offer to purchase equity shares or an option or right to purchase equity shares of
(a) a small business,
(b) a corporation that has ceased to be a small business, or
(c) a corporation, the shares of which have ceased to be an eligible investment.
it must not dispose of those shares or that option or right, unless it gives, for a period of at least 30 days, all other shareholders of the corporation, other than shareholders who are venture capital corporations, the right to purchase the shares, option or right, on the same terms and conditions as those contained in the offer to purchase.
(2) Subsection (1) does not apply if the small business or corporation referred to in paragraphs (a) to (c) of that subsection is a reporting company as defined in the Company Act.
Section 12 (1) BEFORE amended by 2003-8-11, effective March 28, 2003 (BC Reg 146/2003).
(1) Subject to subsection (3), a venture capital corporation must not make or hold an investment in a small business if all or part of the proceeds of that investment are directly or indirectly used or intended to be used by the small business for any of the following purposes:
(a) lending;
(b) investment outside British Columbia, unless the investment is incidental or ancillary to the activities of the small business referred to in section 10 (1) (c);
(c) investment in land, unless the use of the land is incidental or ancillary to the activities of the small business referred to in section 10 (1) (c);
(d) acquiring securities;
(e) purchasing goods or services from a director, officer or shareholder of the venture capital corporation or from an associate of a director, officer or shareholder of the venture capital corporation, other than
(i) services of the type described in section 3 (1) (f) (ii) that are sold at fair market value, or
(ii) goods or services that are sold at fair market value to the small business in the ordinary course of the seller's business as a seller of such goods or services on the open market;
(f) payment of all or part of a debt obligation, unless
(i) the administrator considers that the payment is necessary for the financial viability of the small business, or
(ii) the debt obligation was incurred with the prior approval of the administrator in anticipation of an investment in the small business by the venture capital corporation;
(g) as part of a transaction or series of transactions directly or indirectly involving any of the following:
(i) the purchase or redemption of previously issued shares of the small business or one of its affiliates;
(ii) the retirement of any part of a liability to a shareholder of the small business or one of its affiliates;
(iii) the payment of dividends;
(iv) except in prescribed circumstances, the funding of all or part of the purchase by the small business of all or a substantial portion of the assets of a proprietorship, partnership, joint venture, trust or corporation;
(v) the funding of all or part of the purchase by the small business of any of the assets of a proprietorship, partnership, joint venture, trust or corporation at a price that is greater than the fair market value of the assets purchased;
(vi) other prescribed events;
(h) other prescribed purposes.
Section 12 (1) (g) (i) BEFORE amended by 2019-7-65, effective March 2, 2019 [retro from April 11, 2019 (Royal Assent)].
(i) the purchase or redemption of previously issued shares of the small business or one of its affiliates;
Section 13 (1) (part) sandwich text BEFORE amended by 2019-7-65, effective March 2, 2019 [retro from April 11, 2019 (Royal Assent)].
will own, directly or indirectly, shares carrying 50% or more of the votes for the election of directors of the small business or will, in any manner, control the small business.
Section 14 (2) (c) and (d) BEFORE amended by 2003-8-12, effective March 28, 2003 (BC Reg 146/2003).
(c) a director, officer or major shareholder of the venture capital corporation;
(d) a member of any common interest group in respect of the venture capital corporation.
Section 14 (1) BEFORE amended by 2006-15-35, effective March 30, 2006 (Royal Assent).
(1) A venture capital corporation must not make or hold an investment in a small business if any of the shares of the venture capital corporation are held by a person who is, or was at any time during the 2 years immediately preceding the investment, any of the following:
(a) a major shareholder of the small business;
(b) an associate of a major shareholder of the small business;
(c) a voting trust for which the trustee votes shares of the small business;
(d) the small business or an associate or affiliate of the small business.
Section 15 (1) BEFORE amended by 2003-8-13, effective March 28, 2003 (BC Reg 146/2003).
(1) A venture capital corporation must not make an investment in a small business if, as a result of that investment, the aggregate of all amounts received by that small business, and any affiliates of that small business, from the venture capital corporation and any other venture capital corporation or corporations, directly or indirectly, would be greater than $3 million.
Section 15 (1) BEFORE amended by 2006-15-36, effective March 30, 2006 (Royal Assent).
(1) A venture capital corporation must not make an investment in a small business if, as a result of that investment, the aggregate of all amounts received by that small business, and any affiliates of that small business, from the venture capital corporation and any other venture capital corporation or corporations, directly or indirectly, would be greater than $5 million.
Section 17 BEFORE amended by 2003-8-14, effective March 28, 2003 (BC Reg 146/2003).
Changes in eligibility
17 (1) If a small business in which a venture capital corporation has made an eligible investment no longer complies with the criteria set out in section 10 (1) (b) or (c), it must, within 6 months, dispose of that investment.
(2) Subsection (1) does not apply if, within the 6 month period referred to in that subsection, the circumstances that caused the investment not to comply with section 10 (1) (b) or (c) are changed so that it complies with that section.
Section 18 (1) (a) BEFORE amended by 2010-21-196, effective September 17, 2010 (BC Reg 265/2010).
(a) eligible investments;
Section 19 (5) BEFORE amended by 2003-8-15(a), effective March 28, 2003 (BC Reg 146/2003).
(5) If
(a) the administrator certifies that money is payable to the Minister of Finance and Corporate Relations under section 22, and
(b) there is sufficient money in the investment protection account to pay all or part of the amount payable,
the money must be paid to the Minister of Finance and Corporate Relations.
Section 19 (8) and (9) BEFORE amended by 2003-8-15(b) and (c), effective March 28, 2003 (BC Reg 146/2003).
(8) The administrator may refuse an authorization under subsection (3) if the administrator considers that the venture capital corporation or any of its directors, officers or shareholders
(a) is conducting the business or affairs of the venture capital corporation in a manner that is contrary to the spirit and intent of this Act, or
(b) is in contravention of this Act or the regulations.
(9) If a venture capital corporation acquires shares of its own issue and the administrator is satisfied that no tax credits under section 21 of the Income Tax Act or grants under section 20 (6) of this Act have been or will be issued or paid in respect of those shares, the administrator may authorize an amount calculated in the prescribed manner to be paid out of the investment protection account to the venture capital corporation.
Section 20 (3) and (4) BEFORE amended by 2003-8-16(a), effective March 28, 2003 (BC Reg 146/2003).
(3) A venture capital corporation must, on behalf of its shareholders who are persons, apply for a tax credit certificate entitling each of those shareholders to a tax credit under section 21 of the Income Tax Act, equal to 30% of the amount received by the venture capital corporation from those shareholders for those shares.
(4) If a venture capital corporation makes an application under subsection (3), the administrator must, following the approval of the Minister of Finance and Corporate Relations and in accordance with the provisions of section 21 of the Income Tax Act, issue a tax credit certificate in the amount referred to in subsection (3), unless
(a) the venture capital corporation has contravened this Act or the regulations, or
(b) the administrator considers that the venture capital corporation or its directors, officers or shareholders are conducting the business or affairs of the venture capital corporation in a manner that is contrary to the spirit and intent of this Act.
Section 20 (5) and (6) BEFORE repealed by 2003-8-16(b), effective March 28, 2003 (BC Reg 146/2003).
(5) A venture capital corporation must, on behalf of its shareholders who are investing entities, apply for a grant equal to 30% of the amount received by the venture capital corporation from those shareholders for those shares.
(6) If a venture capital corporation makes an application under subsection (5), the administrator must authorize payment of a grant, in the amount referred to in subsection (5), unless the administrator considers that the venture capital corporation or its directors, officers or shareholders are conducting the business or affairs of the venture capital corporation in a manner that is contrary to the spirit and intent of this Act, whether or not there has been a contravention of this Act or the regulations.
Section 20 (7) BEFORE amended by 2003-8-16(d), effective March 28, 2003 (BC Reg 146/2003).
(7) The administrator must not issue a tax credit certificate under subsection (4) or authorize payment of a grant under subsection (6) unless the administrator is satisfied that all of the following requirements are met:
(a) the venture capital corporation has established and maintained the investment protection account as required under section 19;
(b) no tax credit or grant under this section has been previously allowed or paid for those shares;
(c) the equity capital, in respect of which the tax credit or grant applied for, consists of equity capital of the venture capital corporation that has been approved in accordance with section 3 (4) or 9 (1);
(d) the share, in respect of which the tax credit or grant applied for, is not a type of security that entitles the holder to claim a tax credit against tax payable under the Income Tax Act (Canada) with respect to the purchase of that share unless the Lieutenant Governor in Council has, by regulation, designated such a credit to be exempt from the provisions of this paragraph;
(e) the shareholder has acquired the share directly from the venture capital corporation or its agent acting in that behalf;
(f) the shareholder, if an individual, was resident in British Columbia at the date the shareholder subscribed for the shares.
Section 20 (9), (10), (11), and (12) were added by 2003-8-16(e), effective March 28, 2003 (BC Reg 146/2003).
Section 20 (7) (c) BEFORE amended by 2010-21-197, effective September 17, 2010 (BC Reg 265/2010).
(c) the equity capital, in respect of which the tax credit applied for, consists of equity capital of the venture capital corporation that has been approved in accordance with section 3 (4) or 9 (1);
Section 20 (7) (c) BEFORE amended by BC Reg 357/2010 under RS1996-440-12, effective December 6, 2010 (BC Reg 357/2010).
(c) the equity capital, in respect of which the tax credit applied for, consists of equity capital of the venture capital corporation that has been approved in accordance with section 9 (1);
Section 21 (4) (d) BEFORE amended by 2003-8-4, effective March 28, 2003 (BC Reg 146/2003).
(d) the minister may suspend further registrations of venture capital corporations under this Act for that year, and
Section 21 BEFORE repealed by 2003-8-17, effective March 28, 2003 (BC Reg 146/2003).
Annual maximum venture capital incentive
21 (1) The Lieutenant Governor in Council may, in respect of any year, prescribe amounts to be known as the annual maximum venture capital grant and the annual maximum venture capital tax credit.
(2) If in any year the minister considers that, in respect of the issue of equity capital that was approved under section 3 (4) or 9 (1) in that year, the amounts that will be paid out under section 20 (6) will be greater than the annual maximum venture capital grant, the administrator must not, for the remainder of that year, approve any issue of equity capital under section 9 (1) in respect of shares that are proposed to be issued to investing entities, as defined in section 20 (1).
(3) If in any year the minister considers that, in respect of the issue of equity capital that was approved under section 3 (4) or 9 (1) in that year, the amounts that will be payable or paid under section 21 (3) or (5) of the Income Tax Act, or deductible or deducted under section 21 of the Income Tax Act will be greater than the annual maximum venture capital tax credit, the administrator must not, for the remainder of that year, approve any issue of equity capital under section 9 (1) in respect of shares that are proposed to be issued to persons, as defined in section 20 (1).
(4) If in any year the minister considers that, in respect of the issue of equity capital that was approved under section 3 (4) or 9 (1) in that year, the amounts that will be
(a) paid out under section 20 (6) of this Act,
(b) payable or paid under section 21 (3) or (5) of the Income Tax Act, and
(c) deductible or deducted under section 21 of the Income Tax Act,
will be greater than the aggregate of the annual maximum venture capital grant and the annual maximum venture capital tax credit,
(d) the minister may suspend further registrations of venture capital corporations under this Part for that year, and
(e) the administrator must not, for the remainder of that year, approve of any additional issue of equity capital under section 9 (1).
Section 22 BEFORE amended by 2003-8-18, effective March 28, 2003 (BC Reg 146/2003).
22 (1) If a venture capital corporation directly or indirectly acquires one of its own shares, the venture capital corporation must pay to the Minister of Finance and Corporate Relations an amount of money calculated in accordance with subsection (2).
(2) If a venture capital corporation acquires one or more of its own shares for a total consideration that
(a) is equal to or greater than that for which the share was issued, the venture capital corporation must pay to the Minister of Finance and Corporate Relations an amount of money equal to 30% of the consideration paid to the venture capital corporation by the shareholder for the share at the time the share was issued, or
(b) is less than that for which the share was issued, the venture capital corporation must pay to the Minister of Finance and Corporate Relations an amount equal to 30% of the greater of
(i) the consideration paid by the venture capital corporation for the acquisition of the share, or
(ii) the amount that the administrator considers was the fair market value of the share, at the time it was acquired, but the amount under this subparagraph must not be greater than the consideration that was paid to the venture capital corporation for the issue of those shares.
(3) If a venture capital corporation
(a) is deemed to have acquired a share under section 23, or
(b) is deemed under section 25 (i) to have acquired all of its shares,
the venture capital corporation must pay to the Minister of Finance and Corporate Relations an amount equal to 30% of the consideration paid to the venture capital corporation in respect of the issue of that share or those shares.
(3.1) If in the opinion of the administrator a venture capital corporation has conducted its business and affairs in a manner consistent with the spirit and intent of this Act and has incurred investment losses, the administrator may reduce the amount that would otherwise be payable under subsection (3) in order to take into account any such losses.
(4) For the purposes of this section, a venture capital corporation is deemed to have acquired one of its own shares at the time the shareholder disposing of the share first receives consideration from the venture capital corporation in relation to that disposition.
(5) The amount to be paid to the Minister of Finance and Corporate Relations under this section is a debt due to the government.
(6) The amount to be paid to the Minister of Finance and Corporate Relations under this section must not be greater than the aggregate of the tax credits issued and grants authorized in respect of those shares.
Section 22 (6) BEFORE amended by 2003-8-18(d), effective March 28, 2003 (BC Reg 146/2003).
(6) The amount to be paid to the Minister of Finance and Corporate Relations under this section must not be greater than the aggregate of the tax credits issued and grants authorized in respect of those shares.
Section 22 (3.2) (b) BEFORE amended by 2019-7-66, effective February 20, 2019 [retro from April 11, 2019 (Royal Assent)].
Section 23 (a) to (c) BEFORE amended by 2003-70-279, effective March 29, 2004 (BC Reg 64/2004).
(a) passes a resolution cancelling a share under section 232 (1) (b) of the Company Act;
(b) passes a special resolution reducing its capital under section 233 (1) of the Company Act;
(c) passes a resolution redeeming or purchasing shares under section 235 of the Company Act.
Section 24 (1) (b) BEFORE amended by 2003-70-280, effective March 29, 2004 (BC Reg 64/2004).
(b) passes a special resolution under section 223 (1) of the Company Act changing its name to delete "(VCC)" from it;
Section 24 (2) BEFORE amended by 2003-71-60, effective March 29, 2004 (BC Reg 64/2004).
(2) On cancellation under subsection (1), the corporation may carry on business in accordance with the Company Act.
Section 25 (a) BEFORE amended by 2003-8-4, effective March 28, 2003 (BC Reg 146/2003).
(a) has its registration under this Act revoked,
Section 25 (j) BEFORE amended by 2003-8-19, effective March 28, 2003 (BC Reg 146/2003).
(j) must make payment to the Minister of Finance and Corporate Relations as required by section 22 (3).
Section 25 (b) to (g) BEFORE amended by 2003-70-281, effective March 29, 2004 (BC Reg 64/2004).
(b) is struck off the register under section 257 of the Company Act,
(c) has an order made against it under section 256 of the Company Act,
(d) passes a resolution to dissolve under section 258 of the Company Act,
(e) passes a voluntary winding up resolution under section 267 of the Company Act,
(f) has a winding up order made against it under section 200 (2) (f) or 271 of the Company Act,
(g) enters into an amalgamation agreement under section 248 of the Company Act other than where the amalgamation has been approved, with or without conditions, by the administrator under section 7, or
Section 26 (1) BEFORE amended by 2003-8-20(a), effective March 28, 2003 (BC Reg 146/2003).
(1) In relation to a corporation that is or was a venture capital corporation,
(a) a director or officer of the corporation,
(b) a member of a common interest group that controls the corporation, or
(c) a shareholder who controls the corporation,
who authorized, permitted or acquiesced in a transaction, event, or series of transactions or events that the director, officer or other person knew or ought to have known, at the time of the authorization, permission or acquiescence, would render the corporation incapable of making a payment under section 19 (5) or (7) or 22, is liable to pay to the government an amount equal to the amount that the corporation is incapable of paying under section 19 (5) or (7) or 22 because of the transaction, event or series of transactions or events.
Section 26 (2) BEFORE amended by 2003-8-20(b), effective March 28, 2003 (BC Reg 146/2003).
(2) If,
(a) on the basis of information supplied by a director, officer or shareholder of a venture capital corporation, a tax credit certificate has been issued or a grant has been authorized under section 20,
(b) that information is false or misleading, and
(c) the director, officer or shareholder knew, or ought to have known, that it was false or misleading,
the director, officer or shareholder who supplied it is liable to pay to the government the amount of the tax credit or grant, as the case may be.
Section 27 BEFORE repealed by 2003-8-21, effective March 28, 2003 (BC Reg 146/2003).
Forgiveness of liability to repay tax credit or grant
27 (1) If the administrator is satisfied that a venture capital corporation has complied with this Act and the regulations, the administrator may, with respect to amounts invested in an eligible investment, make a forgiveness order at any time after the expiry of 5 years from the date of making the eligible investment.
(2) If the administrator makes a forgiveness order under subsection (1), the liability of the venture capital corporation to make payment under section 22 is reduced by an amount determined by the administrator not greater than 37.5% of the amounts invested in the eligible investments.
(3) In determining the amount of a forgiveness order under subsection (1), the administrator must take into account any matters the administrator considers relevant including, without restriction, any liability of the venture capital corporation to make payment under section 22 that will remain after the making of the order.
(4) The administrator may revoke the registration of a venture capital corporation if
(a) under subsection (1), the administrator makes one or more forgiveness orders in respect of the venture capital corporation, and
(b) the aggregate amount forgiven equals the aggregate of tax credits issued and grants authorized in respect of amounts received by the venture capital corporation.
Section 28 (1) (e) BEFORE repealed by 2003-8-22(a), effective March 28, 2003 (BC Reg 146/2003).
(e) the administrator considers that the corporation or its directors, officers or shareholders are conducting the business or affairs of the corporation in a manner that is contrary to the spirit and intent of this Act, whether or not there has been a contravention of this Act or the regulations.
Section 28 (3) BEFORE amended by 2003-8-22(b), effective March 28, 2003 (BC Reg 146/2003).
(3) If a venture capital corporation does not comply with this Act or the regulations, but the administrator considers that the corporation is conducting its business and affairs in a manner consistent with the spirit and intent of this Act, the administrator may do any of the following:
(a) for any time that the administrator considers appropriate, refrain from revoking the registration of the venture capital corporation;
(b) permit registration of the venture capital corporation and, for any time that the administrator considers appropriate, refrain from revoking the registration of the venture capital corporation;
(c) issue a tax credit certificate or authorize payment of a grant under section 20;
(d) reduce the amount that would otherwise be required to be deposited into the investment protection account referred to in section 19.
Section 28 (1) (b) and (d) BEFORE amended by 2007-14-215,Sch, effective December 1, 2007 (BC Reg 354/2007).
(b) the corporation fails to supply information or records when they are required under this Act or the regulations;
(d) the corporation fails to comply with this Act, the regulations or a condition of approval that the administrator may make or give under this Act or the regulations;
Section 28 (1) (d) BEFORE amended by 2010-21-198, effective September 17, 2010 (BC Reg 265/2010).
(d) the corporation fails to comply with this Act, the regulations or a condition of approval that the administrator may make or give under this Act;
Part 2, sections 28.1 to 28.97 were enacted by 2003-8-23, effective March 28, 2003 (BC Reg 146/2003).
Section 28.1 definition of "eligible investor", paragraph (a) BEFORE amended by 2006-15-37, effective March 30, 2006 (Royal Assent).
(a) a corporation to which section 2 (2) of the Income Tax Act applies, or
Section 28.2 (1.1) was added by 2019-7-67, effective March 2, 2019 [retro from April 11, 2019 (Royal Assent)].
Section 28.3 (1) (a) BEFORE repealed by 2006-15-38, effective March 30, 2006 (Royal Assent).
(a) are without par value,
Section 28.3 (1) (b) BEFORE amended by 2019-7-68(a), effective March 2, 2019 [retro from April 11, 2019 (Royal Assent)].
(b) do not carry rights and restrictions attached to the shares that
(i) create a debt between the holder or beneficial owner of the shares and any other person,
(ii) entitle the holder or beneficial owner of the shares to reduce the impact of any loss the holder or beneficial owner sustains in holding or disposing of the share,
(iii) provide the holder or beneficial owner of the share with the right to require the eligible business corporation to repurchase the shares before the expiry of 5 years after the date of issue, or
Section 28.3 (2) BEFORE amended by 2019-7-68(b), effective March 2, 2019 [retro from April 11, 2019 (Royal Assent)].
(2) It is a condition of an approval under subsection (1) to raise additional equity capital that the eligible business corporation must not issue any of the shares comprised in the additional equity capital to a person that, at any time during the 2 years immediately preceding the date of issue, has disposed of a share of any class of shares issued by the eligible business corporation.
Section 28.4 (1) BEFORE amended by 2019-7-69, effective February 20, 2019 [retro from April 11, 2019 (Royal Assent)].
(1) An eligible investor must not make or hold an investment in an eligible business corporation if, as a result of that investment, the aggregate of all amounts received by that eligible business corporation from all eligible investors, directly or indirectly, would be greater than $5 million.
Section 28.5 (1) (part) sandwich text BEFORE amended by 2019-7-70, effective March 2, 2019 [retro from April 11, 2019 (Royal Assent)].
will own, directly or indirectly, shares carrying 50% or more of the votes for the election of directors of the eligible business corporation or will, in any manner, control the eligible business corporation.
Section 28.6 (1) (e) BEFORE amended by BC Reg 347/2006 under RS1996-440-12, effective December 4, 2006 (BC Reg 347/2006).
(e) at any time during the 5 years immediately following the date on which the eligible business corporation raises any additional equity capital, the eligible business corporation does not conform to section 10 (1) (b) or (c), or
Section 28.6 (1) (a) BEFORE amended by 2010-21-200, effective September 17, 2010 (BC Reg 265/2010).
(a) has contravened this Act or the regulations,
Section 28.6 (3) BEFORE amended by 2019-7-71(a), effective March 2, 2019 [retro from April 11, 2019 (Royal Assent)].
(3) An eligible business corporation or an associate, affiliate, director, officer or shareholder of an eligible business corporation must not provide, directly or indirectly, as part of any transaction or series of transactions, a loan, loan guarantee or any other financial assistance to any person for the purpose of, or in connection with, a purchase of shares that are part of any additional equity capital.
Section 28.6 (4) and (5) BEFORE amended by 2019-7-71(b), effective March 2, 2019 [retro from April 11, 2019 (Royal Assent)].
(4) An eligible business corporation must not redeem a share for which a tax credit certificate has been issued under this Part, unless the redemption occurs
(a) more than 5 years after the date of issue of the share, or
(b) in prescribed circumstances.
(5) An eligible business corporation must not register a transfer of a share for which a tax credit has been issued under this Act if the transferor of the share is
(a) the original purchaser of the share, or
(b) a registered retirement savings plan or registered retirement income fund of which plan or fund the original purchaser of the share or his or her spouse is a beneficiary or annuitant,
unless the transfer occurs
(c) more than 5 years after the date of issue of the share, or
Section 28.6 (5) (a.1) was added by 2019-7-72, effective February 20, 2019 [retro from April 11, 2019 (Royal Assent)].
Section 28.9 (1) (a) BEFORE amended by 2019-7-73, effective March 2, 2019 [retro from April 11, 2019 (Royal Assent)].
(a) it pays to the Minister of Finance the aggregate of all the amounts of tax credits issued in the immediately preceding 5 years for shares issued by it as part of an issue of additional equity capital, and
Section 28.9 (2) (b) and (c) BEFORE amended by 2019-7-73, effective March 2, 2019 [retro from April 11, 2019 (Royal Assent)].
(b) for at least 2 years has complied with this Part in relation to all the shares for which a tax credit has been issued,
Section 28.9 (2) (c) BEFORE amended by 2019-7-73, effective March 2, 2019 [retro from April 11, 2019 (Royal Assent)].
(c) firstly, multiply that amount otherwise payable by the number of days during which the shares referred to in paragraph (b) remained outstanding;
Section 28.9 (2) (b) BEFORE amended by 2019-7-74, effective February 20, 2019 [retro from April 11, 2019 (Royal Assent)].
(b) for at least 3 years has complied with this Part in relation to all the shares for which a tax credit has been issued,
Section 28.91 (1) BEFORE amended by 2006-15-41(a), effective March 30, 2006 (Royal Assent).
(1) Except in prescribed circumstances, if an eligible business corporation, within 5 years after it issues a share for which a tax credit certificate was issued under this Part, redeems, acquires or cancels the share, then the person who held the share immediately before the redemption, acquisition or cancellation must pay to the Minister of Finance an amount equal to the tax credit allowed for the share.
Section 28.91 (2) BEFORE amended by 2006-15-41(b), effective March 30, 2006 (Royal Assent).
(2) The Lieutenant Governor in Council may make regulations requiring persons who owe money payable to the Minister of Finance under subsection (1) to pay interest on the money at a prescribed rate and calculated from a prescribed date.
Section 28.91 (3) (b) BEFORE amended by 2019-7-76, effective February 20, 2019 [retro from April 11, 2019 (Royal Assent)].
(b) for at least 3 years, has not redeemed, acquired or cancelled a share issued by it for which a tax credit certificate was issued under this Part,
Section 28.91 (1) BEFORE amended by 2019-7-75, effective March 2, 2019 [retro from April 11, 2019 (Royal Assent)].
(1) Except in prescribed circumstances, if an eligible business corporation, within 5 years after it issues a share for which a tax credit certificate was issued under this Part, redeems, acquires or cancels the share, then the eligible business corporation must pay to the Minister of Finance an amount equal to the tax credit allowed for the share.
Section 28.91 (3) (b) BEFORE amended by 2019-7-75, effective March 2, 2019 [retro from April 11, 2019 (Royal Assent)].
(b) for at least 2 years, has not redeemed, acquired or cancelled a share issued by it for which a tax credit certificate was issued under this Part,
Section 28.91 (3) (c) BEFORE amended by 2019-7-75, effective March 2, 2019 [retro from April 11, 2019 (Royal Assent)].
(c) firstly, multiply that amount otherwise payable by the number of days during which the share referred to in paragraph (b) remained outstanding;
Section 28.92 (1) BEFORE amended by 2019-7-75, effective March 2, 2019 [retro from April 11, 2019 (Royal Assent)].
(1) If a person, within 5 years after the date of purchasing a share for which a tax credit has been issued under this Part and in a transaction other than a redemption, acquisition or cancellation referred to in section 28.91, disposes of a share for which a tax credit was issued under this Part, then the person must pay to the Minister of Finance an amount equal to the tax credit allowed for the share.
Section 28.93 (e) BEFORE amended by 2005-2-18, effective February 22, 2005 (Royal Assent).
(e) purchasing goods or services from
(i) an eligible investor whose investment is in the eligible business corporation, or
(ii) an associate of an eligible investor whose investment is in the eligible business corporation
other than goods or services that are sold at fair market value to the eligible investor in the ordinary course of the seller's business as a seller of such goods or services on the open market;
Section 28.93 (d) BEFORE amended by BC Reg 347/2006 under RS1996-440-12, effective December 4, 2006 (BC Reg 347/2006).
(d) acquiring securities other than equity shares from an affiliate of a eligible business corporation that complies with the criteria set out in section 10 (1) (a) to (c);
Section 28.93 (part) BEFORE amended by 2019-7-77(a), effective March 2, 2019 [retro from April 11, 2019 (Royal Assent)].
Section 28.93 (g) (i) BEFORE amended by 2019-7-77(b), effective March 2, 2019 [retro from April 11, 2019 (Royal Assent)].
(i) the purchase or redemption of previously issued shares of the eligible business corporation or one of its affiliates;
Section 28.94 (part) BEFORE amended by 2019-7-78, effective March 2, 2019 [retro from April 11, 2019 (Royal Assent)].
28.94 An eligible business corporation that in any calendar year has raised additional equity capital must apply to the administrator, in a form approved by the administrator, for tax credit certificates entitling each eligible investor, in relation to additional equity capital, to a tax credit under section 21 of the Income Tax Act equal to 30% of the amount received by the eligible business corporation in that calendar year or, in the case of a shareholder who is an individual and who makes an election referred to in section 21 (16) of the Income Tax Act, within 60 days after the end of that calendar year, for the shares that were
Section 28.95 (1) (c), (e), (f) and (g) BEFORE amended by 2019-7-78, effective March 2, 2019 [retro from April 11, 2019 (Royal Assent)].
(c) no tax credit under this section has been previously allowed or paid for the shares;
(e) the shares, for which the eligible business corporation applies to the administrator for tax credits, are not a type of security that entitles its holders to claim a tax credit against tax payable under the Income Tax Act (Canada) for the purchase of the security;
(f) the eligible investor shareholders acquire the shares directly from the eligible business corporation or its agent acting in that behalf;
(g) the eligible investor shareholder, if an individual, is resident in British Columbia at the date of subscribing for the shares;
Section 28.97 (1) (b) BEFORE amended by 2015-1-99, effective June 24, 2015 (BC Reg 114/2015).
(b) a copy of the most recent financial statements of the eligible business corporation that have been reviewed by a chartered accountant, certified general accountant or other person who is a licensed or registered member of an accounting association;
Section 28.97 (2) BEFORE amended by 2019-7-78, effective March 2, 2019 [retro from April 11, 2019 (Royal Assent)].
(2) An eligible business corporation must comply with subsection (1) in each of the 5 consecutive fiscal years following the date of its most recent issue of shares as part of the raising of additional equity capital.
Section 29.1 (1) BEFORE amended by 2010-21-201(a), effective September 17, 2010 (BC Reg 265/2010).
(1) The Lieutenant Governor in Council may prescribe, for any year, an amount to be known as the annual maximum venture capital tax credit.
Section 29.1 (2) (a) BEFORE repealed by 2010-21-201(b), effective September 17, 2010 (BC Reg 265/2010).
(a) equity capital approved under section 3 (4),
Section 29.1 (2) (part) BEFORE amended by 2010-21-201(c), effective September 17, 2010 (BC Reg 265/2010).
will be greater than the annual maximum venture capital tax credit prescribed under subsection (1) of this section, the administrator must not approve, for the remainder of that year,
Section 29.1 (3) (a) BEFORE repealed by 2010-21-201(b), effective September 17, 2010 (BC Reg 265/2010).
(a) equity capital approved under section 3 (4),
Section 29.1 (1) (a.1) BEFORE amended by 2015-9-63, effective March 25, 2015 (Royal Assent).
(a.1) for the 2012 to 2014 calendar years, allocating a portion of the annual maximum venture capital tax credit to eligible new corporations under section 28.31, and
Section 29.1 (1) (a.1) BEFORE amended by 2016-3-63, effective January 1, 2016 [retro from March 10, 2016 (Royal Assent)].
(a.1) for the 2012 to 2015 calendar years, allocating a portion of the annual maximum venture capital tax credit to eligible new corporations under section 28.31, and
Section 29.1 (2) (i) BEFORE amended by 2019-7-78, effective March 2, 2019 [retro from April 11, 2019 (Royal Assent)].
(i) the raising of any additional equity capital under section 28.3 of this Act in respect of shares that are proposed to be issued to eligible investors.
Section 29.1 (1) (b) BEFORE amended by 2019-7-79, effective February 20, 2019 [retro from April 11, 2019 (Royal Assent)].
(b) allocating portions of the annual maximum venture capital tax credit to one or more prescribed business activities or business activities described in the regulations.
Section 30 BEFORE amended by 2003-8-26, effective March 28, 2003 (BC Reg 146/2003).
Examination of records
30 (1) The administrator or a person designated by the administrator may, during normal business hours, make an examination of the affairs of
(a) a venture capital corporation,
(b) a corporation that was a venture capital corporation, or
(c) a small business, corporation or other entity, or an affiliate of the small business, corporation or other entity, in which a venture capital corporation has made an investment,
for the purpose of determining whether or not the venture capital corporation or corporation that was a venture capital corporation is complying with or has complied with this Act and the regulations.
(2) The administrator or person making the examination under this section is entitled, for purposes of determining compliance under this Act, to free access to all records, securities, cash and savings institution accounts of the venture capital corporation, small business, corporation or other entity, or an affiliate of the small business, corporation or other entity, being examined, and may make copies of any record to which he or she is entitled to free access.
Section 34 BEFORE amended by 2007-14-215,Sch, effective December 1, 2007 (BC Reg 354/2007).
34 The administrator may extend, with or without conditions, the time limit for the doing of anything under this Act or the regulations and may grant the extension even if the time limit to be extended has expired.
Section 35 (1) (a) and (b) BEFORE amended by 2007-14-215,Sch, effective December 1, 2007 (BC Reg 354/2007).
(a) makes a statement in any record, evidence or information submitted or given under this Act or the regulations to the administrator, to a person working for or under the administrator or to a person conducting an investigation under section 31 that, at the time and in the light of the circumstances under which the statement is made, is false or misleading with respect to a material fact or that omits to state a material fact, the omission of which makes the statement false or misleading;
(b) makes a statement in a proposal, report, return or other record required to be filed or furnished under this Act or the regulations that, at the time and in the light of the circumstances under which the statement is made, is false or misleading with respect to a material fact or that omits to state a material fact, the omission of which makes the statement false or misleading;
Section 35 (1) (f) BEFORE repealed by 2010-21-202, effective September 17, 2010 (BC Reg 265/2010).
(f) fails to comply with a requirement under section 29.