Contents |
Part 1 — Interpretation and Application |
| Division 1 — Interpretation |
| | 1 Definitions |
| | 2 Corporate relationships |
| | 3 When a company is recognized |
| Division 2 — Application |
| | 4 Special Act corporations |
| | 5 Dissolution |
| Division 3 — Distribution of Records |
| | 6 Mailing of records |
| | 7 Sending of records |
| | 8 Furnishing of records by registrar |
| | 9 Service of records in legal proceedings |
Part 2 — Incorporation |
| Division 1 — Formation of Companies |
| | 10 Formation of company |
| | 11 Notice of articles |
| | 12 Articles |
| | 13 Incorporation |
| | 14 Withdrawal of application for incorporation |
| | 15 Obligations of completing party |
| | 16 Articles on incorporation |
| | 17 Effect of incorporation |
| | 18 Evidence of incorporation |
| | 19 Effect of notice of articles and articles |
| | 20 Pre-incorporation contracts |
| Division 2 — Corporate Names |
| | 21 Name of company |
| | 22 Reservation of name |
| | 23 Form of name of a company |
| | 24 Restrictions on use of name |
| | 25 Multilingual names |
| | 26 Assumed names |
| | 27 Name to be displayed |
| | 28 Registrar may order change of name |
| | 29 Other changes of name |
| Division 3 — Capacity and Powers |
| | 30 Capacity and powers of company |
| | 31 Joint tenancy in property |
| | 32 Extraterritorial capacity |
| | 33 Restricted businesses and powers |
| Division 4 — Company Offices |
| | 34 Registered and records offices |
| | 35 Change of registered or records office |
| | 36 Change of agent's office |
| | 37 Completion of change of address |
| | 38 Withdrawal of notice of change of address |
| | 39 Transfer of registered office by agent |
| | 40 Elimination of registered office |
| | 41 Transfer of records office by agent |
| Division 5 — Company Records |
| | 42 Records office records |
| | 43 Records may be kept at other locations |
| | 44 Maintenance of records |
| | 45 Missing records |
| | 46 Inspection of records |
| | 47 Repealed |
| | 48 Copies |
| | 49 List of shareholders |
| | 50 Remedies on denial of access or copies |
| | 51 Company to file annual report |
Part 2.1 — Unlimited Liability Companies |
| | 51.1 Definition |
| | 51.11 Notice of articles of unlimited liability company must include statement |
| | 51.2 Statement on certificate |
| | 51.21 Corporate name |
| | 51.3 Liability of shareholders of unlimited liability companies |
| | 51.31 Alteration of notice of articles to become unlimited liability company |
| | 51.4 Alteration of notice of articles to become limited company |
| | 51.5 Amalgamations restricted |
| | 51.6 Amalgamation resulting in unlimited liability company |
| | 51.7 Amalgamation resulting in limited company |
| | 51.8 Continuation into British Columbia as unlimited liability company |
| | 51.9 Continuation of foreign unlimited liability corporation into British Columbia as limited company prohibited |
Part 2.2 — Community Contribution Companies |
| | 51.91 Definitions |
| | 51.911 Notice of articles of community contribution company |
| | 51.92 Community purposes |
| | 51.921 Corporate name |
| | 51.93 Directors and officers |
| | 51.931 Transfer of assets prohibited |
| | 51.94 Restrictions on dividends and interest |
| | 51.941 Redemption or purchase of shares or reduction of capital |
| | 51.95 Distribution of assets on dissolution of community contribution company |
| | 51.951 No waiver of financial statements |
| | 51.96 Community contribution report |
| | 51.97 Alteration of notice of articles to become community contribution company |
| | 51.98 Amalgamation resulting in community contribution company |
| | 51.99 Amalgamation into foreign jurisdiction and continuation out of British Columbia prohibited |
Part 3 — Finance |
| Division 1 — Authorized Share Structure |
| | 52 Kinds, classes and series of shares |
| | 53 Description of authorized share structure |
| | 54 Change in authorized share structure |
| | 55 Alterations may be expressed in a single resolution |
| Division 2 — Share Attributes |
| | 56 Share is personal estate |
| | 57 Contents of share certificate |
| | 58 Special rights or restrictions |
| | 59 Classes of shares |
| | 60 Shares in series |
| | 61 No interference with class or series rights without consent |
| Division 3 — Allotment and Issue of Shares |
| | 62 Issue of shares |
| | 63 Issue price for shares |
| | 64 Payment of consideration for shares |
| | 65 Deemed receipt of payment |
| | 66 Repealed |
| | 67 Commissions and discounts |
| | 68 Validation of creation, allotment or issue of shares |
| | 69 Fractional shares |
| | 70 Dividends |
| | 71 Discharge for payment |
| Division 4 — Capital |
| | 72 Capital |
| | 73 Special rule |
| | 74 Reduction of capital |
| | 75 Exception to section 74 |
| Division 5 — Conversion, Exchange or Acquisition of Shares by Company |
| | 76 Conversion or exchange |
| | 77 Company may redeem or purchase or otherwise acquire shares |
| | 78 Purchase or acquisition prohibited when insolvent |
| | 79 Redemption prohibited when insolvent |
| | 80–81 Repealed |
| | 82 Cancellation and retention of shares |
| | 83 Elimination of fractional shares |
| Division 6 — Purchase of Shares by Subsidiary |
| | 84 Definitions |
| | 85 Subsidiary may purchase shares of parent |
| | 86 Purchase prohibited when insolvent |
| Division 7 — Liability of Shareholders |
| | 87 Liability of shareholders |
| | 88 Shareholder's liability for partly paid shares of a pre-existing company |
| | 89 Liability of former and present shareholders on bankruptcy or winding up |
| Division 8 — Trust Indentures |
| | 90 Definitions |
| | 91 Application |
| | 92 Eligibility of trustee |
| | 93 Persons holding debentures may request information from trustee |
| | 94 Information for trustee |
| | 95 Evidence of compliance with trust indenture |
| | 96 Contents of evidence of compliance |
| | 97 Additional evidence of compliance |
| | 98 Notice of default |
| | 99 Trustee's duty of care |
| | 100 Reliance on statements |
| | 101 Trustee not relieved from duties |
| Division 9 — Debentures |
| | 102 Validity of perpetual debenture |
| | 103 Enforcement of contract to take debentures |
| | 104 Issue of redeemed debenture |
| Division 10 — Receivers and Receiver Managers |
| | 105 Powers of directors and officers |
| | 106 Duties of receiver and receiver manager |
Part 4 — Shares, Registers and Transfers |
| | 106.1 Securities Transfer Act applies |
| | 107 Shares may be certificated or uncertificated |
| | 108 Shares jointly owned |
| | 109 Lost or destroyed certificates |
| | 110 Signature on share certificate |
| | 111 Securities registers |
| | 112 Index of shareholders |
| | 113–114 Repealed |
| | 115 Powers of personal representative |
| | 116–117 Repealed |
| | 118 Documents for transmission |
| | 119 Effect of documents provided |
Part 5 — Management |
| Division 1 — Directors |
| | 120 Number of directors |
| | 121 First directors |
| | 122 Succeeding directors |
| | 123 Consent |
| | 124 Persons disqualified as directors |
| | 125 Share qualification |
| | 126 Register of directors |
| | 127 Companies to file notices as to directors |
| | 128 When directors cease to hold office |
| | 129 Application to remove self as director or officer |
| | 130 Memorandum or articles may apply to vacancies among directors |
| | 131 Vacancies among directors |
| | 132 Vacancies among class or series directors |
| | 133 End of term of replacement director |
| | 134 Loss of quorum |
| | 135 If no directors in office |
| Division 2 — Powers and Duties of Directors, Officers, Attorneys, Representatives and Agents |
| | 136 Powers and functions of directors |
| | 137 Powers of directors may be transferred |
| | 138 Application of this Act to persons performing functions of a director |
| | 139 Revocation of resolutions |
| | 140 Proceedings of directors |
| | 141 Officers |
| | 142 Duties of directors and officers |
| | 143 Validity of acts of directors and officers |
| | 144 Corporations may grant power of attorney in writing |
| | 145 Corporate representatives |
| | 146 Persons may rely on authority of companies and their directors, officers and agents |
| Division 3 — Conflicts of Interest |
| | 147 Disclosable interests |
| | 148 Obligation to account for profits |
| | 149 Approval of contracts and transactions |
| | 150 Powers of court |
| | 151 Validity of contracts and transactions |
| | 152 Limitation of obligations of directors and senior officers |
| | 153 Disclosure of conflict of office or property |
| Division 4 — Liability of Directors |
| | 154 Directors' liability |
| | 155 Dissent procedure by companies |
| | 156 Legal proceedings on liability |
| | 157 Limitations on liability |
| | 158 Liability if company's name not displayed |
| Division 5 — Indemnification of Directors and Officers and Payment of Expenses |
| | 159 Definitions |
| | 160 Indemnification and payment permitted |
| | 161 Mandatory payment of expenses |
| | 162 Authority to advance expenses |
| | 163 Indemnification prohibited |
| | 164 Court ordered indemnification |
| | 165 Insurance |
| Division 6 — Meetings of Shareholders |
| | 166 Location of general meetings |
| | 167 Requisitions for general meetings |
| | 168 No liability |
| | 169 Notice of general meetings |
| | 170 Waiver of notice |
| | 171 Setting record dates |
| | 172 Quorum for shareholders' meetings |
| | 173 Voting |
| | 174 Participation at meetings of shareholders |
| | 175 Pooling agreements |
| | 176 Date of resolution |
| | 177 Subsidiary not to vote |
| | 178 Election of chair |
| | 179 Minutes |
| | 180 Consent resolutions of shareholders |
| | 181 Rules applicable to general meetings apply to other shareholders' meetings |
| | 182 Annual general meetings |
| | 183 First annual reference date for pre-existing companies |
| | 184 Pre-existing reporting company meetings |
| | 185 Information for shareholders |
| | 186 Powers of court |
| Division 7 — Shareholders' Proposals |
| | 187 Definitions and application |
| | 188 Requirements for valid proposals |
| | 189 Rights and obligations arising from proposal |
| | 190 No liability |
| | 191 Refusal to process proposal |
| Division 8 — Insiders |
| | 192 Liability of insiders |
| Division 9 — General |
| | 193 Form and effect of contracts |
| | 194 Authentication or certification of records |
| | 195 Financial assistance |
Part 6 — Financial Records |
| Division 1 — Accounting Records |
| | 196 Accounting records required |
| Division 2 — Financial Statements |
| | 197 Exemption |
| | 198 Financial statements |
| | 199 Approval for publication |
| | 200 Waiver of financial statements |
| | 201 Financial statements for qualifying debentureholders |
Part 7 — Audits |
| Division 1 — Definition and Application |
| | 202 Definition |
| | 203 Application of this Part |
| Division 2 — Appointment and Removal of Auditors |
| | 204 Appointment of auditors |
| | 205 Persons authorized to act as auditors |
| | 206 Independence of auditors |
| | 207 Remuneration of auditors |
| | 208 Capacity to act as auditor |
| | 209 Removal of auditor during term |
| | 210 Change of auditor by public company |
| | 211 Replacement auditor must receive representations |
| Division 3 — Duties and Rights of Auditors |
| | 212 Auditor's duty to examine and report |
| | 213 Qualifications on auditor's opinion |
| | 214 Shareholders may require auditor's attendance at general meetings |
| | 215 Auditor's information to be presented at general meetings |
| | 216 Amendment of financial statements and auditor's report |
| | 217 Access to records |
| | 218 Information as to foreign subsidiaries |
| | 219 Right and obligation of auditors to attend meetings |
| | 220 Qualified privilege |
| Division 4 — Auditor Certification Board |
| | 221 Auditor Certification Board |
| | 222 Board function and liability |
| Division 5 — Audit Committee |
| | 223 Application |
| | 224 Appointment and procedures of audit committee |
| | 225 Duties of audit committee |
| | 226 Provision of financial statements to audit committee |
Part 8 — Proceedings |
| Division 1 — Court Proceedings |
| | 227 Complaints by shareholder |
| | 228 Compliance or restraining orders |
| | 229 Remedying corporate mistakes |
| | 230 Applications to court to correct records |
| | 231 Enforcement of duty to file records |
| | 232 Derivative actions |
| | 233 Powers of court in relation to derivative actions |
| | 234 Relief in legal proceedings |
| | 235 Applications to court under this Act |
| | 236 Court may order security for costs |
| Division 2 — Dissent Proceedings |
| | 237 Definitions and application |
| | 238 Right to dissent |
| | 239 Waiver of right to dissent |
| | 240 Notice of resolution |
| | 241 Notice of court orders |
| | 242 Notice of dissent |
| | 243 Notice of intention to proceed |
| | 244 Completion of dissent |
| | 245 Payment for notice shares |
| | 246 Loss of right to dissent |
| | 247 Shareholders entitled to return of shares and rights |
| Division 3 — Investigations |
| | 248 Appointment of inspector by court |
| | 249 Conditions applicable to court appointed inspectors |
| | 250 Appointment of inspector by company |
| | 251 Powers of inspectors |
| | 252 Exemption from disclosure to inspectors |
| | 253 Reports of inspector |
| | 254 Inspectors' reports as evidence in legal proceedings |
| | 255 Immunities during investigations |
Part 9 — Company Alterations |
| Division 1 — Memorandum, Notice of Articles and Articles |
| | 256 Memorandum and articles of pre-existing company not to be altered |
| | 257 Alteration to notice of articles |
| | 258 Withdrawal of notice of alteration |
| | 259 Alteration to articles |
| | 260 Shareholders may dissent |
| | 261 Alteration to Table 1 articles |
| | 262 Articles issued by company must reflect alterations |
| | 263 Change of company name |
| | 264 Exceptional resolutions and resolutions respecting unalterable provisions |
| | 265 Resolution must be passed by greatest majority |
| Division 2 — Conversion |
| | 266 Conversion of special Act corporations |
| | 267 Articles on conversion |
| | 268 Effect of conversion |
| Division 3 — Amalgamation |
| | 269 Amalgamation permitted |
| | 270 Amalgamation agreements |
| | 271 Shareholder adoption of amalgamation agreements |
| | 272 Shareholders may dissent |
| | 273 Vertical short form amalgamations |
| | 274 Horizontal short form amalgamations |
| | 275 Formalities to amalgamation |
| | 276 Amalgamations with court approval |
| | 277 Amalgamations without court approval |
| | 278 Notice to creditors in relation to an amalgamation without court approval |
| | 279 Amalgamation |
| | 280 Withdrawal of amalgamation application |
| | 281 Registrar's duties on amalgamation |
| | 282 Effect of amalgamation |
| Division 4 — Amalgamation into a Foreign Jurisdiction |
| | 283 Definitions |
| | 284 Amalgamations into foreign jurisdictions |
| | 285 When amalgamation under this Division prohibited |
| | 286 After amalgamation |
| | 287 Shareholders may dissent |
| Division 5 — Arrangements |
| | 288 Arrangement may be proposed |
| | 289 Adoption of arrangement |
| | 290 Information regarding arrangement |
| | 291 Role of court in arrangements |
| | 292 Required filings |
| | 293 Obligations on company if memorandum altered |
| | 294 Obligations on company if articles altered |
| | 295 If arrangement includes amalgamation |
| | 296 Application of Act to arrangements |
| | 297 Binding effect of arrangements |
| | 298 Abandoning arrangements |
| | 299 Withdrawal of arrangement records |
| Division 6 — Compulsory Acquisitions |
| | 300 Acquisition procedures |
| Division 7 — Disposal of Undertaking |
| | 301 Power to dispose of undertaking |
| Division 8 — Transfer of Incorporation |
| | 302 Application for continuation into British Columbia |
| | 303 Continuation |
| | 304 Withdrawal of continuation application |
| | 305 Effect of continuation |
| | 306 Rights preserved |
| | 307 Articles for a continued company |
| | 308 Application for continuation out of British Columbia |
| | 309 Shareholders may dissent |
| | 310 When continuation out of British Columbia prohibited |
| | 311 After continuation |
Part 10 — Liquidation, Dissolution, Restoration and Reinstatement |
| Division 1 — Definitions and Application |
| | 312 Definitions |
| | 313 Application of this Part |
| Division 2 — Voluntary Dissolution without Liquidation |
| | 314 Authorization for voluntary dissolution |
| | 315 Provision for unpaid debts and undelivered assets |
| | 316 Application for voluntary dissolution |
| | 317 Date of dissolution |
| | 318 Withdrawal of application for dissolution |
| Division 3 — Voluntary Liquidation |
| | 319 Authorization for liquidation |
| | 320 Limits on liquidator |
| | 321 Statement of intent to liquidate |
| | 322 Resignation and removal of liquidators in voluntary liquidations |
| | 323 Withdrawal of statement of intent to liquidate |
| Division 4 — Powers and Duties of the Court |
| | 324 Court may order company be liquidated and dissolved |
| | 325 Court orders respecting liquidations |
| | 326 Remuneration of liquidator appointed by court |
| Division 5 — Liquidators |
| | 327 Qualifications of liquidators |
| | 328 Validity of acts of liquidators |
| | 329 Filing of notices |
| | 330 Duties of liquidators |
| | 331 Notice to creditors |
| | 332 Limitations on claimants |
| | 333 Liquidation records office |
| | 334 Powers of liquidators |
| | 335 Recovery of property by liquidators |
| | 336 Right to distribution in money |
| | 337 Provision for unpaid debts and undelivered assets |
| | 338 Obligation to prepare accounts |
| | 339 Limitations on liability |
| Division 6 — Corporate Status before Dissolution |
| | 340 Capacity of companies in liquidation |
| Division 7 — Proceedings for Dissolution |
| | 341 Completion of liquidation |
| | 342 Court approval of dissolution in court ordered liquidations |
| | 343 Application for dissolution |
| Division 8 — Effect of Dissolution |
| | 344 Effect of dissolution |
| | 345 Certificates of dissolution |
| | 346 Dissolved companies deemed to continue for litigation purposes |
| | 347 Liabilities survive |
| | 348 Liability of shareholders of dissolved companies |
| | 349 Dissolved company's assets available to judgment creditors |
| Division 9 — Discharge of Liquidators of Dissolved Companies |
| | 350 Discharge of liquidator by court order |
| Division 10 — Records of Dissolved Companies |
| | 351 Custody of records |
| | 352 Entitlement to inspect records of dissolved companies |
| | 353 Remedies on denial of access to or copies of records of dissolved companies |
| Division 11 — Restoration and Reinstatement |
| | 354 Definitions and interpretation |
| | 355 Pre-requisites to application |
| | 356 Applications to the registrar for restoration |
| | 357 Contents of application to the registrar for restoration |
| | 358 Registrar must restore |
| | 359 Limited restoration by registrar |
| | 360 Applications to the court for restoration |
| | 361 Limited restoration by court |
| | 362 Filing of restoration application with the registrar |
| | 363 Restrictions on restoration |
| | 364 Effect of restoration of company |
| | 364.1 Reinstatement of registration of foreign entity as extraprovincial company |
| | 364.2 Registrar must reinstate |
| | 364.3 Limited reinstatement by registrar |
| | 364.4 Restrictions on reinstatement |
| | 365 Effect of reinstatement of extraprovincial company |
| | 366 Name on restoration |
| | 367 Registrar's duties after restoration or reinstatement |
| | 368 Corporate assets to be returned to restored company |
| Division 12 — Post-restoration Transition for Pre-existing Companies |
| | 369 Definition |
| | 370 Transition — restored pre-existing companies |
| | 371 Post-restoration transition application |
| | 372 Alteration to articles of restored company |
| | 373 Timing and effect of post-restoration transition |
Part 11 — Extraprovincial Companies |
| Division 1 — Registration |
| | 374 Definitions |
| | 375 Foreign entities required to be registered |
| | 376 Application for registration |
| | 377 Registration as an extraprovincial company |
| | 378 Effect of registration |
| | 379 Amalgamation of extraprovincial company |
| | 380 Extraprovincial companies to file annual report |
| | 381 Extraprovincial companies to notify registrar of changes |
| | 382 Change of name of extraprovincial companies |
| | 383 Cancellation or change of assumed name of extraprovincial company |
| | 384 Liability if name of extraprovincial company not displayed |
| | 385 Enforcement of duty to file records |
| Division 2 — Attorneys for Extraprovincial Companies |
| | 386 Attorneys to be appointed |
| | 387 First attorneys |
| | 388 Authorization of attorneys |
| | 389 Appointment of attorneys |
| | 390 Withdrawal of appointment |
| | 391 Change of address of attorneys |
| | 392 Withdrawal of notice of change of address |
| | 393 Revocation of appointments of attorneys |
| | 394 Withdrawal of revocation of appointment |
| | 395 Resignations of attorneys |
| | 396 Obligation to maintain head office or attorney |
| Division 3 — Cancellation of Registration of Extraprovincial Companies |
| | 397 Registrar may cancel registration of defunct extraprovincial companies |
| | 398 Lieutenant Governor in Council may cancel registration of extraprovincial companies |
| | 399 Registrar's duties on cancellation of registration |
| Division 4 — Designated Provinces and Extraprovincial Companies from Designated Provinces |
| | 399.1 Definitions |
| | 399.2 Power to make regulations |
| | 399.3 Registrar may enter into agreement |
Part 12 — Administration |
| Division 1 — Office of Registrar |
| | 400 Appointment of registrar and staff |
| | 401 Seal of office |
| | 402 Registrar may suspend services and functions |
| | 403 Service of records on registrar |
| | 404 Examination of registrar |
| | 405 Repealed |
| | 406 Appeal to court |
| Division 2 — Records Filed with or Issued by the Registrar |
| | 407 Means of filing |
| | 408 Filing of records |
| | 409 Future dated filing of records |
| | 410 Limitation on future dated filings |
| | 411 Default of filing |
| | 412 Maintenance of records filed with the registrar |
| | 413 Deficient filings |
| | 414 Correction of registers |
| | 415 Validity of register |
| | 415.1 Beginning of date |
| | 416 Inspection and copies of records |
| | 417 Lost or destroyed records |
| | 418 Registrar may issue records |
| | 419 Effect of records issued by registrar |
| | 420 Correction of certificates and other certified records |
| | 421 No constructive notice |
| Division 3 — Powers of Dissolution and Cancellation |
| | 422 Dissolutions and cancellations of registration by registrar |
| | 423 Lieutenant Governor in Council may cancel incorporation of company |
| | 424 Publication of notice of dissolution |
| Division 4 — Offences and Penalties |
| | 425 Offence Act
|
| | 426 Offences |
| | 427 Misleading statements an offence |
| | 428 Penalties |
| | 429 Remedies preserved |
| | 430 Limitation period |
| Division 5 — Fees and Regulations |
| | 431 Fees |
| | 432 Power to make regulations |
Part 13 — Reporting Companies |
| | 433 Prescribed provisions |
| | 434 Obligations of pre-existing reporting companies |
| | 435 Lieutenant Governor in Council may make exclusions |
Part 14 — Transitional, Repeals and Commencement |
| Division 1 — Charter Transition |
| | 436 Transition — pre-existing companies |
| | 437 Transition application |
| | 438 Alteration to articles |
| | 439 Timing and effect of transition |
| Division 2 — Company Transition |
| | 440 Registered and records office of pre-existing company |
| | 441 Prescribed address |
| | 442 Name of specially limited company |
| | 442.1 Pre-existing Company Provisions |
| Division 3 — Extraprovincial Company Transition |
| | 443 Head office of pre-existing extraprovincial company |
| | 444 Attorney for pre-existing extraprovincial company |
| Division 4 — General |
| | 445 Repeals |
| | 446 Portions of this Part repealed |
| | 447 Commencement |
Schedule |