Qp Date
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Business Corporations Act

[SBC 2002] CHAPTER 57

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