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[Current to B.C. Regulations Bulletin
COMPANY ACT — Continued
[RSBC 1996] CHAPTER 62
Part 10 — Extraprovincial Companies
297 (1) Every extraprovincial company, within 30 days after commencing to carry on business in British Columbia, must be registered under this Act.
(2) An extraprovincial company licensed or registered under any former Companies Act that is on the register of extraprovincial companies or is restored to it in accordance with section 262 is deemed to be registered under this Act.
298 (1) Despite section 297 (1), it is not necessary for an extraprovincial company, whose principal or only business consists of the operation of one or more ships, to be registered under this Act or to comply with this Part other than this section, if the company does not maintain in British Columbia a warehouse, office or place of business under its own control or under the control of a person on behalf of the company, and every such company may carry on business in British Columbia as if it were registered under this Act.
(2) Every person who is a resident agent or representative of an extraprovincial company referred to in subsection (1) must file with the registrar a notice
(a) signed by the person stating the name and chief place of business of the company out of British Columbia and short particulars of the person's agency, and
(b) of any change in the name, chief place of business or agency.
(3) This Part does not apply to an extraprovincial company that
(a) is an extraprovincial society, as defined in section 1 of the Society Act, other than
(i) an extraprovincial society that under section 191 of the Financial Institutions Act is deemed to have a business authorization, or
(ii) an extraprovincial society that under section 193 (2) of the Financial Institutions Act is ordered by the Superintendent of Financial Institutions to apply for a business authorization, or
(b) is registered under section 181 of the Cooperative Association Act, except as provided by section 6 of that Act.
299 (1) Every extraprovincial company required to be registered under this Act must
(a) complete and file with the registrar a statement in Form 13 in the Second Schedule, and
(b) furnish the registrar with other information the registrar requires.
(2) The statement referred to in subsection (1) (a) must be accompanied by a copy of the charter of the company verified in a manner satisfactory to the registrar.
300 (1) On an extraprovincial company complying with section 299 to the satisfaction of the registrar and paying the prescribed fees, the registrar, subject to section 302, must register the company and issue a certificate showing that the company is registered as an extraprovincial company under this Act.
(2) On the registration of an extraprovincial company, the registrar must publish in the Gazette notice of its registration.
301 (1) Subject to this Act and the laws of British Columbia, an extraprovincial company registered under this Act may, for the purpose of carrying on business in British Columbia, exercise in British Columbia the powers contained in or permitted by its charter.
(2) An extraprovincial company must not carry on any business that it is restricted from carrying on by its charter, or in a manner inconsistent with it.
(3) An extraprovincial company must not carry on any business that would be beyond the capacity of a company.
(4) No act of an extraprovincial company, including any transfer of property to, or by, an extraprovincial company, is invalid merely because the act contravenes subsection (2).
302 (1) The registrar may refuse to register an extraprovincial company.
(2) [Repealed 2003-51-10.]
303 Sections 301 (2) and (3) and 302 do not apply to a federal company.
Division 2 — Duties of Extraprovincial Companies
304 (1) Every extraprovincial company, unless under its charter its head office is in British Columbia, must have an attorney resident in British Columbia and authorized by the company to accept service of process in every suit and proceeding by or against the company in British Columbia, and to receive every notice to the company.
(2) The first attorney referred to in subsection (1) must be appointed by an extraprovincial company in the statement filed by it under section 299.
(3) If the attorney referred to in subsection (1) resigns, is removed from office or for any other reason ceases to act, the company must promptly file a notice, in duplicate, in Form 14 in the Second Schedule, stating the full name and address of the new attorney appointed by it, and the registrar must file one copy and forward the other copy with an endorsement, indicating that one copy has been filed, to the address of the previous attorney.
(4) An extraprovincial company may appoint more than one attorney, and in that case
(a) every attorney must be authorized to perform the acts mentioned in subsection (1), and
(b) the name and address of every attorney must be shown on the statement required by section 299, or the notice required by subsection (3) of this section.
(5) Every attorney must in the presence of a witness sign the statement referred to in section 299 (1), or notice required by subsection (3) of this section, as evidence of consent to act as attorney.
305 (1) Every extraprovincial company must promptly give notice to the registrar of any change
(a) in the address of its head office in or out of British Columbia,
(b) in the address of any attorney of the company in British Columbia, and
(c) of its directors.
(2) Every notice of change in the address of the head office in British Columbia of an extraprovincial company must be filed in duplicate with the registrar, who must forward to the previous head office in British Columbia one copy endorsed by the registrar to indicate that a copy has been filed.
306 (1) Every extraprovincial company registered under this Act must file with the registrar a copy, verified in a manner satisfactory to the registrar, of any amalgamation agreement to which it is a party within one month after the date the agreement takes effect.
(2) The registrar must issue a supplementary certificate of registration in respect of any amalgamation of an extraprovincial company and must publish a notice of it in the Gazette.
(3) From the date of a supplementary certificate referred to in subsection (2), the amalgamated extraprovincial company is seized of and holds and possesses all the land located in British Columbia of the amalgamating extraprovincial companies to the extent expressed in the amalgamation agreement.
307 (1) Every extraprovincial company registered under this Act must file with the registrar a copy, verified in a manner satisfactory to the registrar, of an amendment to its charter within one month after the date of the amendment.
(2) The registrar may issue a supplementary certificate of registration in respect of any amendment to the charter of an extraprovincial company and may publish a notice of it in the Gazette.
308 (1) An extraprovincial company registered under this Act must not change its name to a name identical to that by which another corporation is incorporated or registered in British Columbia, or to a name so nearly resembling that name as, in the opinion of the registrar, is likely to confuse or mislead, or to a name of which the registrar for any other reason disapproves, unless
(a) the corporation is in the course of being dissolved and signifies its consent in the manner the registrar requires, or
(b) the corporation is an extraprovincial company which has ceased to carry on business in British Columbia.
(2) If an extraprovincial company registered under this Act changes its name to a name identical to that by which another corporation has previously been incorporated by or under an Act of the Legislature or registered in British Columbia, or to a name so nearly resembling that name as, in the opinion of the registrar, is likely to confuse or mislead, the registrar may order the extraprovincial company to change its name to one that the registrar approves and, on the making of that order, section 18 (7), (8) and (9) apply accordingly.
(3) This section does not apply to a federal company.
309 (1) Every extraprovincial company must keep, at its head office in British Columbia,
(a) a register of its directors that complies with section 116,
(b) in the case of an extraprovincial company that is a reporting company under the Securities Act, a register of indebtedness to directors or officers that complies with section 75 of this Act,
(c) a copy of the mortgages created by it, or charging property acquired by it, in respect of property in British Columbia, and
(d) a copy of its charter.
(2) The records, documents and instruments referred to in subsection (1) (d) are those relating to matters occurring since the incorporation or amalgamation of the extraprovincial company.
(3) The records, documents and instruments referred to in subsection (1) (a), (b) and (c) are those established or made, and the information in them must relate to matters occurring, after
(a) the extraprovincial registration of the company, or
(b) October 1, 1973,
whichever is the later.
(4) If the extraprovincial company is an amalgamated company, this section applies to each amalgamating company previously registered.
310 Any person may examine and take extracts from the records mentioned in section 309, and sections 164 (5), 165, 169 and 170 apply to those records.
311 Every financial statement or interim financial statement issued, circulated or published in British Columbia by an extraprovincial company must, with the necessary changes and so far as is applicable, comply with section 174 and must either
(a) comply with every provision of sections 173, 176 and, with respect to financial statements to be set before an annual meeting, sections 145 (1) (b) and 177 and every regulation made under section 175, or
(b) if it does not comply with every provision referred to in paragraph (a), state clearly on its face that it does not comply.
Division 3 — Disabilities and Penalties
312 (1) An extraprovincial company that is not registered as required by this Act is not capable of
(a) maintaining an action, suit or other proceeding in any court in British Columbia in respect of any contract made in whole or in part in British Columbia in the course of or in connection with its business, or
(b) acquiring or holding land or an interest in it in British Columbia or registering any title to it under the Land Title Act.
(2) Every extraprovincial company that is not registered as required by this Act commits an offence and is liable to a fine not exceeding $50 per day for every day during which the default continues.
(3) If
(a) the registration of an extraprovincial company is suspended or cancelled, or
(b) an extraprovincial company has been struck off the register in accordance with any former Companies Act,
and the company is subsequently restored to the register, subsection (1) and any prohibition having a similar effect formerly in force must be read and construed as if no disability under subsection (1) or under that prohibition had ever attached to the company, even if any contract was made or proceeding in respect of it instituted, or any land or interest in it acquired or held by the company before the date on which the company was restored, subject to the terms of any order made by the court.
(4) Subsections (1) and (3) do not apply to a federal company.
313 Every person who acts as an agent or representative of or in any other capacity for an extraprovincial company that is not registered as required by section 297 is
(a) personally liable for the debts and obligations incurred by the person as agent, and
(b) commits an offence and is liable to a fine not exceeding $50 for every day during which the company continues unregistered.
314 Every extraprovincial company that contravenes any of the provisions of this Act that apply to it commits an offence.
315 In any prosecution, the onus of proving that an extraprovincial company is registered, or is not required to be registered, or has otherwise complied with this Act, is on the defendant.
Division 4 — Dissolution of Extraprovincial Companies
316 (1) The liquidator of an extraprovincial company registered under this Act must, within 7 days
(a) after the liquidator's appointment, file with the registrar a notice of the appointment in Form 15 in the Second Schedule, and
(b) after changing the liquidator's address, file with the registrar notice of the new address.
(2) The liquidator of an extraprovincial company registered under this Act must promptly publish in the Gazette a notice that the company is being wound up.
317 (1) The liquidator of an extraprovincial company registered under this Act must, on completion of the winding up, file with the registrar a copy of the account and a return in Form 12 in the Second Schedule.
(2) The registrar, on receiving the account and the return referred to in subsection (1), must register them and, on the expiration of 3 months after their registration, the registration of the extraprovincial company is cancelled.
318 The provisions of this Act relating to the winding up of companies, so far as the jurisdiction of the court extends, apply to the winding up of the affairs of an extraprovincial company.
319 (1) The Lieutenant Governor in Council may suspend or cancel the registration of an extraprovincial company.
(2) The Lieutenant Governor in Council may restore the registration of an extraprovincial company that has been suspended or cancelled.
(3) This section does not apply to a federal company.
Division 5 — Limited Liability Companies
319.1 (1) Sections 15, 17, 18 (1) and (7) to (10), 106, 204 (2), 257 (1) (a) to (d) and (f) and (2) to (5), 259 to 265, 297 (1), 298 (1) and (2), 301 to 303, 304 (1) and (4) (a), 306 to 308, 312 to 315, 318, 319, 335, 338 to 340 and 349 apply to and in respect of limited liability companies.
(2) For the purposes of subsection (1), a reference in the provisions referred to in that subsection
(a) to "extraprovincial company" includes a reference to "limited liability company",
(b) except for sections 17, 18 (9), 257 (3) to (5), 260, 261 to 263, 301 (3) and 318, to "company" includes a reference to "limited liability company",
(c) to "director" includes a reference to an individual elected, appointed or otherwise designated to manage a limited liability company, and
(d) to "federal company" includes a reference to a limited liability company incorporated in the federal jurisdiction.
(3) For the purposes of subsection (1), a reference in section 308 to "corporation" includes a reference to "limited liability company".
319.2 (1) Every limited liability company required to be registered under this Act must
(a) register in the prescribed manner and pay the prescribed fee,
(b) file with the registrar the information and records prescribed by the regulations respecting attorneys appointed by the limited liability company, including the forms by which each of those attorneys evidenced consent to the appointment,
(c) promptly notify the registrar, in the manner and form prescribed by the regulations, of any change in any information the limited liability company has provided to the registrar under this division,
(d) keep at the head office of the limited liability company in British Columbia the forms and information prescribed by the regulations, and
(e) ensure that each component of any financial statement that it issues, circulates or publishes in British Columbia
(i) is prepared and approved in the prescribed manner and has attached to it the prescribed records, or
(ii) if the regulations provide that the component need not comply with one or more of the requirements prescribed under subparagraph (i), clearly identifies the requirements with which it does not comply.
(2) After a limited liability company has complied with subsection (1) to the satisfaction of the registrar, the registrar, subject to section 302 and to subsection (3) of this section, must register the limited liability company and issue a certificate showing that the limited liability company is registered as a limited liability company under this Act.
(3) A limited liability company must not be registered by a name that the registrar, for a good and valid reason, disapproves and, without limiting this, the registrar may disapprove a name if, in the opinion of the registrar, it does not adequately identify the organization as a limited liability company.
(4) After the registration of a limited liability company, the registrar must publish in the Gazette notice of its registration.
319.3 Any person may examine and take extracts from the records referred to in section 319.2 (1) (d) and sections 164 (5), 165, 169 and 170 apply to those records.
319.4 (1) The liquidator of a limited liability company must file with the registrar the prescribed information.
(2) The registrar must register the records filed under subsection (1) and, 3 months after the registration of the final account of the liquidation, the registration of the limited liability company is cancelled.
319.5 (1) The Lieutenant Governor in Council may prescribe the form and manner in which information is to be prepared, retained or filed by or for a limited liability company.
(2) Without limiting subsection (1), the Lieutenant Governor in Council may make regulations respecting the following:
(a) the manner in which a limited liability company required to be registered under this Act is to be registered, including the information and records to be filed with the registrar respecting that registration;
(b) the information and records to be filed with the registrar respecting attorneys appointed for the limited liability company;
(c) the form and manner in which an attorney appointed for a limited liability company is to evidence consent to the appointment;
(d) the information and records to be filed with the registrar respecting any change to information filed with the registrar in relation to a limited liability company;
(e) the records that a limited liability company is to keep at its head office;
(f) the financial statements, including interim financial statements, issued, circulated or published in British Columbia by a limited liability company, including, without limitation, the approvals required for the financial statements, the records to be attached to the financial statements and if and to what extent the components of the financial statements need not comply with those requirements;
(g) the information and records to be filed with the registrar in relation to, or published by a liquidator appointed for, a limited liability company;
(h) [Not in force. Repealed 1999-32-21.]
(i) the form and manner in which and the time within which the information and records referred to in the regulations are to be filed, kept or published, as the case may be.
319.6 Registration of a limited liability company under this Act relieves the limited liability company from any restriction or prohibition imposed on it by division 3, as it applies for the purposes of this division, but does not otherwise affect its capacity or powers.
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