| Copyright (c) Queen's Printer, Victoria, British Columbia, Canada | License Disclaimer |
| This archived statute consolidation is current to May 14, 2001 and includes changes enacted and in force by that date. For the most current information, click here. |
COMPANY ACT — Continued
[RSBC 1996] CHAPTER 62
division 1 — Office of Registrar
320 A registrar of companies, and the officers and clerks necessary to enable the registrar to perform his or her duties, must be appointed in accordance with the Public Service Act.
321 [Repealed 1997-29-5.]
321.1 (1) Despite this Act or any other enactment, when the registrar is of the opinion that it is impracticable to provide or perform one or more of the services or functions required by this Act or the regulations to be provided or performed by the registrar or otherwise normally provided or performed by the registrar, the registrar may, for so long as the registrar remains of that opinion, suspend any or all of the services provided or functions performed by the registrar, including, without limitation,
(a) registering or filing any records,
(b) allowing searches or inspections of any records filed with the registrar, and
(c) providing copies of any records filed with the registrar.
(2) Despite this Act or any other enactment, if the registrar is satisfied that but for a suspension under subsection (1) of one or more of the services provided or functions performed by the registrar, a record provided to the registrar for registration or filing would have been delivered to the registrar on, or registered or filed on, the date that the services or functions were suspended, the registrar may accept the record as if it were delivered on, or date the registration or filing of the record as of, the date that the services or functions were suspended and that date is deemed for all purposes to be the date on which the record was delivered, registered or filed.
322 The registrar must have a seal of office and may use the seal in the performance of his or her duties.
323 Without the leave of the Attorney General, an action or proceeding must not be brought or taken against the registrar for anything done or omitted to be done in the performance or intended or purported performance of the registrar's duties.
324 A document may be served on the registrar by leaving it at the office of the registrar, or mailing it by registered post addressed to the registrar at his or her office in Victoria.
325 (1) The registrar in his or her official capacity is not bound to attend, under any subpoena, order or summons issued from any court in British Columbia, whether the subpoena, order or summons is directed to the registrar personally or in the registrar's official capacity, as a witness for examination, or to produce any document kept, filed or registered by him or her as registrar under this or any other Act.
(2) The registrar may be examined and be required to produce documents under a commission or otherwise at the registrar's office.
326 (1) The registrar, on being satisfied that an error or omission exists and as to the true facts to be registered or noted, may correct the error or omission contained in any register or record kept by the registrar.
(2) Any correction made by the registrar under subsection (1) must be initialed and dated by the registrar.
327 Every declaration issued by the registrar under his or her hand is proof in the absence of evidence to the contrary of any matters stated in it relating to the records of the registrar's office.
328 Every certificate required by this Act to be issued by the registrar must be issued under the registrar's hand or the hand of a person designated as a signing officer by the Lieutenant Governor in Council and is conclusive evidence that every requirement of this Act in respect of the matters certified in it and of matters precedent to it have been complied with.
329 If a document is registered in the office of the registrar, the registrar may have the document photocopied or otherwise reproduced, and the reproduction is for all purposes deemed to be the document photographed or reproduced.
330 Every document purporting to be issued by the registrar under the registrar's hand or the hand of a person designated as a signing officer by the Lieutenant Governor in Council must be received in evidence and, unless the contrary is shown, is deemed to have been so issued, and it is not necessary to prove the handwriting or official position of the registrar or person designated by the Lieutenant Governor in Council.
331 The signature of the registrar on the following documents may be printed or otherwise mechanically reproduced:
(a) a declaration referred to in section 327;
(b) a certificate referred to in section 328;
(c) a document referred to in section 330;
(d) a certified copy of a document referred to in section 336.
332 A person aggrieved by a direction, decision, order or ruling under this Act by the registrar or the executive director may appeal it to the commission.
division 2 — Records Filed With the Registrar
333 Every company, within 2 months after each anniversary date of its incorporation, amalgamation or continuation in British Columbia, must file with the registrar an annual report containing information as to the last anniversary date.
334 The annual report of a company must be in the form of, and contain the information required by, Form 16 in the Second Schedule.
335 Every extraprovincial company registered under this Act must file with the registrar, within 2 months after each anniversary date of the extraprovincial company's registration in British Columbia, an annual report made up to that anniversary date, in accordance with Form 17 of the Second Schedule.
336 (1) On payment of the prescribed fee, any person may
(a) inspect every document filed or registered with the registrar,
(b) obtain a copy of a document referred to in paragraph (a) or part of it, and
(c) require a copy of all or any part of a document referred to in paragraph (a) to be certified by the registrar under the registrar's hand and seal as a true copy.
(2) Every copy of a document referred to in subsection (1) (a), certified to be a true copy by the registrar under the registrar's hand and seal, is admissible in evidence in place of the original document.
337 (1) The registrar, if of the opinion that any document submitted to him or her
(a) contains matter contrary to law,
(b) by reason of any omission or misdescription, has not been properly completed,
(c) does not comply with the requirements of this Act, or
(d) contains any error, alteration or erasure,
may refuse to receive or register the document and request that the document be appropriately amended or completed and resubmitted, or that a new document be submitted in its place.
(2) Any person aggrieved by the refusal of the registrar to receive or register any document may appeal the refusal to the commission, and the commission may confirm or reverse the refusal and give directions it considers appropriate.
338 (1) Subject to subsection (2), every document required by this Act to be filed or registered with the registrar must
(a) be in typed or printed form,
(b) in the opinion of the registrar, be legible and sufficiently permanent for the registrar's records, and
(c) be in the English language or be accompanied by a notarially certified English translation.
(2) Subsection (1) (c) does not apply to a document required to be filed or registered by an extraprovincial company whose only business carried on in British Columbia is lending money on the security of mortgages.
(3) If the registrar considers it necessary in the public interest, the registrar may
(a) refuse to accept for filing or registration by an extraprovincial company a document that is not in the English language unless it is accompanied by a notarially certified English translation, or
(b) require a company or extraprovincial company that has filed or registered a document that is not in the English language to file or register a notarially certified copy of the document.
(4) If the registrar imposes a requirement under subsection (3) (b) on a company or extraprovincial company, the registrar must notify it by registered letter addressed to its head office at the address on file with the registrar.
339 (1) If a company or an extraprovincial company or its receiver manager, liquidator or receiver of property, has failed to file with the registrar any document required to be filed by this Act, the registrar, or any director, member, debentureholder or creditor of the company or the extraprovincial company, may serve the person required to make the filing with notice requiring the person to file the document with the registrar.
(2) If the person referred to in subsection (1) fails to file the document within 14 days after receipt of the notice referred to in subsection (1), the court, on application by the registrar, or any director, member, debentureholder or creditor, may
(a) order the person to file, within the time the court directs, the document with the registrar, and
(b) direct that the costs of and incidental to the application be paid by any person, director or officer of the company or extraprovincial company referred to in subsection (1) as the court considers appropriate.
(3) Nothing in this section prejudices the operation of any enactment imposing penalties in respect of any default.
340 If a company or an extraprovincial company or any director or officer of it has failed to send to, or file with, the registrar any document required to be filed by this or any former Companies Act, the registrar, until any lawful requirement imposed by him or her has been fulfilled, may refuse to accept any resolution or other filing of the company or extraprovincial company and may refuse to issue any certificate to the company or extraprovincial company.
341 On receipt by the registrar from the registrar of companies or other similar official of another jurisdiction of a notice advising that a company has been empowered to carry on business in that jurisdiction, the registrar must
(a) register the notice, and
(b) from time to time advise the registrar of that other jurisdiction of
(i) any order under section 256,
(ii) the dissolution of the company under section 257 or 258,
(iii) any filing received by the registrar under section 283 or 292, or
(iv) any other matter the Lieutenant Governor in Council by regulation prescribes.
division 3 — Offences and Penalties
342 (1) Every person who makes or assists in making a statement in any document required to be made by or for the purposes of this Act or the regulations that, at the time and in the light of the circumstances under which it was made, is false or misleading in respect of any material fact, or that omits to state any material fact, the omission of which makes the statement false or misleading, commits an offence and is liable to a fine of not more than $2 000 or to imprisonment for a term of not more than one year or to both that fine and that imprisonment.
(2) A person is not guilty of an offence under subsection (1) if that person did not know that the statement was false or misleading and, with the exercise of reasonable diligence, could not have known that the statement was false or misleading.
343 If a corporation commits an offence against this Act, every director or officer of it who authorized, permitted or acquiesced in the offence commits an offence and is liable on conviction to a fine of not more than $2 000.
344 Sections 4 and 5 of the Offence Act do not apply to a person who does or omits to do any act contrary to this Act.
345 Unless otherwise provided in this Act, every person who commits an offence against this Act is liable on conviction to a fine of not less than $50 and not more than $2 000.
346 Unless otherwise provided in this Act, every information in respect of an offence against this Act must be laid within 12 months after the time when the subject matter of the proceedings arose.
347 Every fine imposed by a court under this Act must, despite any other Act, be paid in accordance with the Provincial Court Act.
division 4 — Forms, Fees and Regulations
348 (1) The forms in the Second Schedule, or forms as near to them as circumstances permit, must be used in all matters to which those forms refer.
(2) The Lieutenant Governor in Council may by regulation at any time delete, add to or replace any of the forms in the Second Schedule or add new forms to the Schedule and publish the revised or new form in the Gazette, and after publication the new form has the same force as if it were included in the Second Schedule.
349 (1) There must be paid to the registrar in respect of the matters mentioned in the Third Schedule the fees specified in it, and payment of the prescribed fee is a condition precedent to the registrar accepting any filing and taking any other action under this Act.
(2) Every fee paid to the registrar under this Act must be paid into the consolidated revenue fund.
350 (1) The Lieutenant Governor in Council may make regulations referred to in section 41 of the Interpretation Act.
(2) Without limiting subsection (1), the Lieutenant Governor in Council may make regulations as follows:
(a) respecting the form and content of an information circular;
(b) amending Table A of the First Schedule;
(c) [Repealed 1999-32-15.]
(d) respecting rules and orders, forms and directions for carrying out this Act or for regulating procedure or establishing practice under this Act;
(e) respecting any matter he or she considers necessary for carrying out the purposes of this Act, including matters in respect of which no express or only partial or imperfect provision has been made;
(f) creating offences and prescribing penalties for the breach of any regulations made under this section;
(g) respecting the filing of an instrument of continuation;
(h) requiring a statement of particulars to accompany any document submitted for filing or registration under Part 3, division (2), and prescribing the form of the statement and the information to be contained in the statement;
(i) respecting registration of mortgage deeds under section 123 (2) and (3) of the Railway Act and the disclosure of information from the register of the deeds;
(j) respecting the location and hours for the office of the registrar.
(3) If the regulations require a statement of particulars to accompany a document submitted for filing or registration, the registrar
(a) must refuse to accept the document unless it is accompanied by the statement of particulars, and
(b) is not required to provide any person with information from the document so long as the registrar provides information from the statement of particulars.
[ Act Contents | 1 | 2| 3 |4 |5|6| 7|8 | 9 | 10|11 |Schedules]
Copyright (c) 2001: Queen’s Printer, Victoria, British Columbia, Canada