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| This archived statute consolidation is current to November 2, 1999 and includes changes enacted and in force by that date. For the most current information, click here. |
[Updated to November 2, 1999]
256 (1) The Lieutenant Governor in Council by order may cancel the incorporation of a company, direct that it be struck off the register and declare it to be dissolved.
(2) Every order made under subsection (1) must be published in the Gazette.
257 (1) If
(a) a company or an extraprovincial company has for 2 years failed to file with the registrar the annual report or any other return, notice or document required by this Act to be filed by it,
(b) the registrar has reasonable cause to believe that an extraprovincial company has ceased to carry on business in British Columbia,
(c) a company or an extraprovincial company has failed to pay, within 10 days after default in payment of the fine, any fine imposed on it under this Act,
(d) a company or an extraprovincial company has failed to comply with an order of the registrar under section 18,
(e) a reporting company does not comply with section 139, or
(f) a company or an extraprovincial company has failed to comply with a requirement under section 338 (3) (b) within 60 days after the date of the mailing to the company or extraprovincial company of a registered letter referred to in section 338 (4),
the registrar must mail to the company or extraprovincial company a registered letter notifying it of its failure or of the registrar’s belief, and of the registrar’s powers under subsection (3).
(2) If a company or an extraprovincial company is being wound up, and
(a) the registrar has reasonable cause to believe that no liquidator is acting, or that the company is fully wound up, or
(b) the returns required to be made by the liquidator have not been made for a period of 3 consecutive months,
the registrar must mail to the company a registered letter inquiring whether a liquidator is acting, or the company is fully wound up, or notifying the company of the failure to file returns, or of the registrar’s belief and of the registrar’s powers under subsection (3).
(3) If, within one month after the registrar mails the letter referred to in subsection (1) or (2), the registrar does not receive a response that
(a) indicates that the failure has been or is being remedied, or is otherwise satisfactory to the registrar, or
(b) notifies the registrar that the extraprovincial company continues to carry on business in British Columbia,
the registrar may publish in the Gazette a notice that, at any time after the expiration of one month after the date of publication of the notice, unless cause is shown to the contrary, the company will be struck off the register and dissolved, or, in the case of an extraprovincial company, its registration will be cancelled.
(4) At any time after one month after the date of publication of the notice referred to in subsection (3), the registrar, unless good cause to the contrary is shown to him or her, may strike the company off the register and, on being struck off, the company is dissolved, or, in the case of an extraprovincial company, cancel its registration.
(5) A letter mailed under this section may be addressed to the company at its registered office, or in the case of an extraprovincial company, at its head office in British Columbia.
258 If a company
(a) by ordinary resolution requests the registrar to strike it off the register, and
(b) files with the registrar a copy of the resolution and an affidavit of 2 or more directors or, if the company has only one director, an affidavit of that director, proving what disposition the company has made of its assets and that the company has no debts or liabilities,
the registrar may strike the company off the register and, on being struck off, the company is dissolved.
259 (1) If an extraprovincial company files with the registrar a notice that the company has ceased to carry on business in British Columbia, the registrar may cancel its registration.
(2) On receipt by the registrar from the registrar of companies or other similar official of the jurisdiction in which an extraprovincial company was incorporated of notice that the extraprovincial company has ceased to exist, the registrar must cancel its registration.
260 The liability of every director, officer, liquidator and member of a company that is struck off the register, or of an extraprovincial company that has had its registration cancelled, under section 256, 257, 259 or 319 continues and may be enforced as if the company had not been struck off the register, or the registration of the extraprovincial company had not been cancelled.
261 The registrar must publish in the Gazette notice that a company or extraprovincial company has been struck off the register or has had its registration cancelled under section 256, 257, 258, 259 or 319, and the date the action took place.
262 (1) If a company has been dissolved, or the registration of an extraprovincial company has been cancelled under this Act or any former Companies Act, the court may, if it is satisfied that it is just that the company or extraprovincial company be restored to the register, not more than 10 years after the date of the dissolution or cancellation, on application by the liquidator, a member, a creditor of the company or extraprovincial company, or any other interested person, make an order, subject to the conditions and on the terms the court considers appropriate, restoring the company or extraprovincial company to the register.
(2) If a company or an extraprovincial company is restored to the register under subsection (1), the company is deemed to have continued in existence, or the registration of the extraprovincial company is deemed not to have been cancelled, and proceedings may be taken as might have been taken if the company had not been dissolved, or the registration of the extraprovincial company had not been cancelled.
(3) The court may make an order under subsection (1) restoring a company or an extraprovincial company to the register for a limited period, and, after the expiration of that period, the company must promptly be struck off the register, or, in the case of an extraprovincial company, its registration cancelled, by the registrar.
(4) The court must not make an order under this section
(a) in all cases,
(i) unless notice of the application under subsection (1) and a copy of any document filed in support of it has been sent to the registrar and the registrar has consented, and
(ii) until one week after the applicant has published notice of the application under subsection (1) in one issue of the Gazette and has mailed notice of that application to the last address shown as the registered office of the company or head office in British Columbia of the extraprovincial company,
(b) in the case of a company or extraprovincial company that had, at the time of cancellation of registration or dissolution, the power or capacity to operate as a club, without the consent of the minister, and
(c) in the case of a company or extraprovincial company that was, at the time of cancellation of registration or dissolution, a reporting company under this Act or the Securities Act, without the consent of the British Columbia Securities Commission.
263 In an order made under section 262, 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 extraprovincial company cancelled, but, unless the court otherwise orders, the order is without prejudice to the rights of parties acquired before the date on which the company or extraprovincial company is restored to the register.
264 In any order made under section 262, the court may require that the company or extraprovincial company be restored to the register under a different name that is acceptable to the registrar and, in that event, section 223 (3) applies.
265 (1) No order made under section 262 is effective until a certified copy has been accepted for filing by the registrar.
(2) The registrar must not accept for filing any order made under section 262, unless
(a) the registrar receives proof to his or her satisfaction that the terms and conditions precedent of the order, if any, have been complied with, and
(b) the registrar’s requirements are fulfilled.
(3) On filing, the registrar must
(a) publish in the Gazette notice of the restoration of a company or extraprovincial company, showing the date of restoration, and
(b) issue a certificate of restoration.
266 Despite the provisions of this Act, title to, or any interest in, land that has escheated or that is deemed to have escheated to the government under section 4 of the Escheat Act is not affected in any way by an order made under section 262 of this Act, except as provided in section 4 of the Escheat Act.
267 Subject to section 268, every company may be wound up voluntarily if the company so resolves by special resolution.
268 (1) If it is proposed to wind up a company voluntarily, the majority of the directors, before calling the general meeting at which the resolution for the winding up of the company is to be proposed, must make an affidavit that they have made a full inquiry into the affairs of the company and that they are of the opinion that the company will be able to pay its debts in full within the period, not exceeding 12 months from the commencement of the winding up, specified in the affidavit.
(2) An affidavit referred to in subsection (1) must
(a) be made within 5 weeks immediately preceding the date the members pass the resolution for the voluntary winding up of the company, and
(b) contain a statement of the assets and liabilities of the company as at the latest practicable date.
(3) A copy of the affidavit must be
(a) filed with the registrar before the meeting, and
(b) presented to the meeting at which the resolution for the voluntary winding up of the company is to be proposed.
(4) Every director of a company who makes an affidavit under this section without having reasonable grounds for the opinion that the company will be able to pay its debts in full within the period specified in the affidavit commits an offence.
(5) If a company is wound up in accordance with a resolution passed within 5 weeks after the making of the affidavit, but its debts are not paid or provided for in full within the period stated in the affidavit, it is presumed, until the contrary is shown, that the declarant did not have reasonable grounds for the declarant’s opinion.
(6) This section does not apply to a winding up commenced before October 1, 1973.
269 A voluntary winding up commences at the time of the passing of the special resolution to wind up.
270 Every company, at the general meeting at which the special resolution to wind up is passed, must appoint one or more liquidators for the purpose of winding up the affairs and distributing the assets of the company.
271 (1) A company, on the application of the company, a member, director, creditor, a trustee for debentureholders, a receiver manager of the company or the minister, may be wound up by court order.
(2) Before hearing an application by a creditor to wind up a company by court order, the court may require the creditor to give security for the costs of the application.
(3) The court may order that the company be wound up
(a) if the court thinks it just and equitable to do so, or
(b) when an event occurs on the occurrence of which the memorandum or articles provide that the company is to be dissolved.
(4) For the purposes of this section, a member includes
(a) a beneficial owner of a share in the company, and
(b) any other person who, in the discretion of the court, is a proper person to make an application.
272 If an application for an order to wind up a company is made by a member on the ground that it is just and equitable that the company should be wound up, the court, if it is of the opinion that the applicant is entitled to relief either by winding up the company or under section 200, either may make an order for winding up or make an order under section 200 as the court considers appropriate.
273 The commencement of a winding up by court order is the date of the order.
274 If the court makes an order that a company be wound up, the court, by the same or a subsequent order, must appoint one or more liquidators for the purpose of winding up the affairs and distributing the assets of the company.
275 (1) A person not qualified to become or act as a receiver or receiver manager under section 64 of the Personal Property Security Act is not qualified to become or act as a liquidator, except that with the consent in writing of all the members a person mentioned in section 64 (2) (e) of the Personal Property Security Act is qualified to become or act as a liquidator.
(2) Every person who has been appointed a liquidator and who is not, or who ceases to be, qualified to act as a liquidator must,
(a) in a voluntary winding up, promptly call a general meeting to replace the person in accordance with section 278 (a), and
(b) in a winding up by court order, promptly advise the court and the person on whose application the liquidator was appointed of the fact.
276 (1) Every liquidator appointed in a voluntary winding up may resign the office of liquidator.
(2) Every liquidator appointed in a voluntary winding up may be removed as liquidator by a special resolution passed at a general meeting of the members of the company, notice of which has been given to the liquidator and the creditors of the company.
277 Every liquidator who resigns, is removed from office, or, for any other reason, ceases to act, must, within 7 days afterwards, file with the registrar a notice in Form 10 in the Second Schedule.
278 If a vacancy occurs by death, resignation or otherwise in the office of liquidator
(a) in a voluntary winding up, the company in general meeting may fill the vacancy and for that purpose a general meeting may be called by any member or, if there were more liquidators than one, by the continuing liquidator, and the meeting must be held in the manner required by the articles, and
(b) in a winding up by court order, the court may fill the vacancy on application of any person mentioned in section 271 (1).
279 (1) The remuneration of a liquidator
(a) in a winding up by court order must be set by the court, or
(b) in a voluntary winding up may be set by the company in general meeting.
(2) If the remuneration referred to in subsection (1) (b) is not set within 30 days of the liquidator’s appointment, or if the liquidator is dissatisfied with the amount, the liquidator may apply to the court to set or review the liquidator’s remuneration, and the court may make an order it considers appropriate.
280 Every act of a liquidator is valid, despite any defect in the liquidator’s appointment or qualifications.
281 (1) Every person who acts as a liquidator and is a person who is not qualified to act as a liquidator commits an offence.
(2) Every liquidator who contravenes any provision of this Part commits an offence.
282 If a company is being wound up,
(a) the company, from the commencement of the winding up, must cease to carry on its business, except so far as, in the opinion of the liquidator, is required for its beneficial winding up, but the corporate status and corporate powers and capacity of the company continue until it is dissolved,
(b) on the appointment of the liquidator, the powers of the directors cease, except so far as the liquidator approves the continuance of them,
(c) any transfer of shares made after the winding up, except a transfer made to or with the approval of the liquidator, is void, and
(d) the property of the company, after satisfaction of its liabilities and costs, charges and expenses properly incurred in the winding up, including the remuneration of the liquidator, must be distributed among the members according to their rights and interests in the company.
283 (1) Every liquidator, within 10 days after appointment as liquidator, must file with the registrar a notice of the appointment in Form 11 in the Second Schedule and, if not already filed,
(a) if the winding up is a voluntary winding up, a copy of the special resolution to so wind up, or
(b) if the winding up is by court order, a certified copy of the order.
(2) Every liquidator, within 7 days after changing the liquidator’s address, must file with the registrar notice of the new address.
(3) At the commencement of the winding up, the liquidator must publish in the Gazette a notice that the company has resolved to wind up voluntarily or that the court has made an order that the company be wound up by court order, as the case may be.
284 (1) Every liquidator, within 14 days after the appointment as liquidator, must
(a) mail to every person who appears to the liquidator to be a creditor of the company a notice that a meeting of the creditors of the company will be held on a date, not being less than 21 or more than 28 days after the appointment, at an hour and at a place in British Columbia to be specified in the notice, and
(b) advertise notice of the meeting in the Gazette and in a local newspaper circulating in the district where the registered office is located or where the principal place of business of the company in British Columbia was located.
(2) The liquidator must present to the meeting of creditors referred to in subsection (1) a full statement of the position of the affairs of the company, including a list of the creditors of the company and the estimated amount of their claims, and the creditors are at liberty to discuss any matter arising out of the statement.
285 If the liquidator gives notice in writing by registered letter to a creditor of the company that the debt or claim of the creditor is disputed or rejected, the creditor may commence an action in respect of the debt or claim within 3 months after the notice is given, and, in default of the commencement of the action within that time, the debt or claim of the creditor is forever barred.
286 (1) The liquidator of a company, subject to any restrictions or directions imposed or given by the court, must
(a) take into the liquidator’s custody or under the liquidator’s control all the property and things in action to which the company is or appears to be entitled, and all the company’s records, documents and instruments,
(b) subject to this Act, use the liquidator’s own discretion in realizing the assets of the company and distributing them among the creditors and members,
(c) keep proper accounting records,
(d) keep proper minutes of proceedings at meetings and of other matters relating to the winding up,
(e) cause to be stated on every invoice, order for goods and business letter issued by the liquidator or on the liquidator’s behalf on or in which the name of the company appears, that the company is in liquidation, and
(f) describe himself or herself as the liquidator of the company.
(2) If a winding up continues for more than one year, the liquidator must
(a) call a general meeting of the company at the end of the first year and of each succeeding year after the commencement of the winding up, or as soon as may be convenient,
(b) present to the general meeting an account of the liquidator’s acts and dealings and of the conduct of the winding up during the preceding year, and
(c) file with the registrar, within 7 days after the date on which the meeting is held, a verified summary of the liquidator’s receipts and payments during that year.
(3) Every liquidator must comply with Part 5 in respect of the records, documents and instruments of the company.
287 If it appears to the liquidator that any past or present director, officer, employee, receiver, receiver manager, auditor, liquidator or member of the company has been guilty of any offence in relation to the company, the liquidator must notify the minister.
288 (1) Subject to this section, a liquidator, so far as may be necessary for the beneficial winding up of the affairs and distribution of the assets of a company, has the powers of the directors and officers, and may exercise the powers of the company that are not required by this Act to be exercised by the company in general meeting.
(2) In a voluntary winding up, the company, by ordinary resolution, may direct that the liquidator not do certain specified things without the approval of a general meeting of the company or without the written consent of certain specified members, or of a certain specified number of members.
(3) In any winding up, the court may impose, either generally or with respect to certain matters, restrictions on the exercise of the powers of a liquidator.
(4) Until required for distribution to creditors and members, cash balances held by the liquidator may be invested by the liquidator in securities in which trustees may by law invest trust money, or be placed on deposit at interest with any savings institution, and any dividends or interest received from them form part of the assets of the company.
(5) If several liquidators are appointed, every power given to a liquidator may be exercised by the one or more of them that may be determined at the time of their appointment or subsequently, or, in the absence of any determination, by any number not less than 2.
289 (1) If a company is being wound up and it is proposed to transfer or sell the whole or part of its business or property to a corporation, the liquidator of the company being wound up may, with the approval of a special resolution of that company that confers on the liquidator either a general authority or an authority in respect of any particular arrangement, in compensation, or part compensation, for the transfer or sale, receive shares, debentures or other similar interests in the corporation for distribution among the members of the company being wound up, or may enter into any other arrangement by which the members of the company being wound up may, instead of receiving cash, shares, debentures or other similar interests, or, in addition to them, participate in the profits of or receive any other benefit from the corporation.
(2) If any transfer, sale or arrangement in accordance with this section involves the payment, or any liability for payment, of money by the members of the company being wound up, whether to that company, the liquidator or otherwise, a member may, not more than 7 days after the passing of the resolution, give a notice of dissent to the liquidator, in which event section 207 applies.
(3) No special resolution referred to in subsection (1) is invalid for the purposes of this section merely because it is passed before or concurrently with a resolution for winding up the company or for appointing its liquidator.
290 If a company is being wound up, the court may
(a) on application by a member or director of the company, order a general meeting, class meeting or meeting of the creditors of the company to be held and conducted in the manner the court considers appropriate,
(b) on application by any of the persons mentioned in section 271 (1), make an order for the audit or the inspection of the accounts, books and papers of, or in possession of, the liquidator the court considers appropriate,
(c) on application by the liquidator, set a time within which creditors are to prove their debts or claims or be excluded from the benefit of any distribution to be made by the liquidator,
(d) in a voluntary winding up, appoint a liquidator on application by a member if there is no liquidator acting and it is impractical or impossible to hold a general meeting of the company for the purpose of filling the vacancy,
(e) on cause shown by any of the persons mentioned in section 271 (1) remove a liquidator and fill any vacancy in the office of the liquidator,
(f) release, on terms and conditions the court considers appropriate, a liquidator who has resigned, been removed from office, or has, in his or her opinion, fully wound up the affairs of the company,
(g) on application by any of the persons mentioned in section 271 (1), confirm, reverse or modify any act or decision of a liquidator and make an order the court considers appropriate,
(h) if a liquidator does not faithfully perform the liquidator’s duties, inquire into the matter and take the action the court considers appropriate,
(i) on application by any of the persons mentioned in section 271 (1), examine into the conduct of any person who has taken part in the formation or promotion of the company or any person that is a past or present director, officer, receiver, receiver manager, liquidator or member of the company if it appears that the person has misapplied, or retained, or become liable or accountable for, any money, or property, or breach of trust, in relation to the company, and compel the person to repay or to restore the money, or property, or any part of it, with interest at the rate the court considers appropriate, or to contribute the sum to the assets of the company by way of compensation in respect of the misapplication, retainer or breach of trust as the court considers appropriate, and this provision applies even if the conduct complained of is conduct for which the person may be liable to prosecution,
(j) make an order on terms and conditions the court considers appropriate, staying the proceedings, either absolutely or for a limited time, and
(k) on application by the liquidator, give directions in relation to any matter arising under the winding up.
291 (1) Every person who is a present or former director, receiver manager, officer, employee, banker, auditor, member or agent of or receiver of property of a company that is being wound up and of any affiliate of it must,
(a) on inquiry by the liquidator, fully and truly inform, to the best of the person’s knowledge and belief, the liquidator of all the property of the company and how and to whom and for what consideration and when the company disposed of any part of it, except any part disposed of in the ordinary course of business of the company,
(b) on request of the liquidator, deliver to the liquidator, or as the liquidator directs, all the property of the company in the custody or under the control of the person, and
(c) on request of the liquidator, deliver to the liquidator, or as the liquidator directs, every accounting record, record, document and instrument in the custody or under the control of the person and belonging to the company.
(2) Every person referred to in subsection (1) who contravenes that subsection commits an offence.
292 (1) As soon as the affairs of a company are fully wound up, the liquidator must
(a) prepare an account of the winding up showing how it has been conducted and how the property of the company has been disposed of, and
(b) call a final general meeting of the company for the purpose of presenting the account and giving any explanation of it.
(2) The final general meeting referred to in subsection (1) must be called by publishing notice of it, not less than 14 days before the meeting, in the Gazette specifying the date, time, place and object of the meeting, and no other notice is necessary.
(3) If, within 1/2 hour after the time appointed for the final general meeting, a quorum of members is not present, the liquidator must adjourn the meeting to the same day in the next week and, if at the adjourned meeting a quorum is not present within 1/2 hour after the time appointed for the meeting, the meeting must proceed and is deemed to have been properly held.
(4) The liquidator, not more than 7 days after the final general meeting, must file with the registrar a copy of the account and a return in Form 12 in the Second Schedule.
293 (1) The registrar, on receiving the copy of the account and the return referred to in section 292, must register them.
(2) Three months after the registration, the company is dissolved.
(3) On application by the liquidator or any person mentioned in section 271 (1), the court may make an order deferring the date at which the dissolution of the company is to take effect for the time the court considers appropriate.
(4) No order made under this section is effective unless a certified copy is filed with the registrar before the company is dissolved under subsection (1).
294 (1) If a liquidator has or controls any unclaimed or undistributed assets or money of the company that have remained unclaimed or undistributed for more than 6 months after the date on which any dividend declared by the liquidator became payable, the liquidator must promptly pay or deliver the same to the Minister of Finance and Corporate Relations with a statement showing the full names and last known addresses of the persons appearing to be entitled to the assets or money and the amounts to which they appear to be respectively entitled, and the Minister of Finance and Corporate Relations must give the liquidator a receipt which receipt is an effectual discharge to the liquidator.
(2) The Minister of Finance and Corporate Relations, in respect of any money or assets paid or delivered to the minister under this section, may invest the money or realize the assets and invest the proceeds, and the money so received or realized by the minister is deemed to be unclaimed money deposits within the meaning of the Unclaimed Money Act, and that Act applies.
295 If a company has been dissolved, the liquidator is responsible for the care and custody of its accounting records, records, documents and instruments for 2 years after the date of dissolution, but not longer.
296 Every order of the court releasing a liquidator discharges the liquidator from all liability in respect of any act done or default made by the liquidator in the administration of the affairs of the company or otherwise in relation to the liquidator’s conduct in that capacity, but that order may be revoked on proof that it was obtained by fraud or by suppression or concealment of any material fact.