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This Act has "Not in Force" sections. See the Table of Legislative Changes.

Business Corporations Act

[SBC 2002] CHAPTER 57

Part 1 — Interpretation and Application

Division 1 — Interpretation

Definitions

1  (1) In this Act:

"affidavit", when used in relation to a person, means,

(a) if the person is an individual, an affidavit or statutory declaration of the individual,

(b) if the person is a corporation, an affidavit or statutory declaration of a director or officer of the corporation,

(c) if the person is a partnership, an affidavit or statutory declaration of a partner of the partnership, or

(d) if the person is a limited liability company, an affidavit or statutory declaration of

(i)   a manager of the limited liability company, or

(ii)   if the limited liability company does not have a manager, any member of the limited liability company with signing authority for it;

"affiliate" means a corporation that is affiliated with another corporation within the meaning of section 2;

"agent or employee of the government" includes an independent contractor employed by the government;

"alter" includes create, add to, vary and delete;

"amalgamated company" means the company resulting from an amalgamation of corporations contemplated by section 269 or 295;

"annual reference date" means, for an annual reference period applicable to a company,

(a) the date in that annual reference period on which the company holds its annual general meeting, or,

(b) if the company does not hold an annual general meeting in that annual reference period,

(i)   the date, in that annual reference period, selected by the shareholders under section 182 (3), or

(ii)   if no such date is selected, the last day of that annual reference period,

and includes, for a pre-existing company that has neither held an annual general meeting under this Act nor passed a resolution under section 182 (2) that complies with section 182 (3), the first annual reference date applicable to that company under section 183;

"annual reference period" means, in relation to a company, the period that

(a) begins on

(i)   the date of the recognition of the company, or

(ii)   if the company has had one or more annual reference dates, the day following the date of the most recent of those annual reference dates, and

(b) ends on the date by which the company is required, under section 182 (1) without reference to section 182 (2) to (5), to hold the annual general meeting that is to follow the date referred to in paragraph (a) of this definition;

"appoint", in relation to a director of a company, means appoint within the meaning of subsection (3) of this section;

"articles" means the record described in section 12, and includes

(a) the articles or articles of association of a pre-existing company,

(b) the bylaws of a company incorporated

(i)   under a former Companies Act, if that Act did not provide for articles or articles of association, or

(ii)   by a special or private Act, and

(c) any other record that under this Act constitutes the articles of a company;

"attorney", except in the first usage of the term in each of paragraphs (a) and (b) of section 444 (1), means, in relation to an extraprovincial company, a person who is an attorney for the extraprovincial company within the meaning of Division 2 of Part 11;

"auditor" includes

(a) a partnership of auditors carrying on the business of an auditor, and

(b) a corporation, or a partnership of corporations, carrying on the business of an auditor;

"authorized share structure" means the kinds, classes and series of shares, and the limits, if any, on the number of shares of those kinds, classes and series of shares, that a company is authorized, by its articles, notice of articles or memorandum, to issue;

"beneficially own" includes own through any trustee, personal or other legal representative, agent or other intermediary;

"branch securities register" means a register maintained under section 111 (2);

"British Columbia corporation" means

(a) a company, or

(b) a corporation, other than a company or a foreign corporation, that is created in or continued into British Columbia;

"central securities register" means the register maintained under section 111 (1);

"charter", in relation to a corporation, includes

(a) the corporation's articles, notice of articles or memorandum, regulations, bylaws or agreement or deed of settlement, and

(b) if the corporation was incorporated, continued or converted by or under, or if the corporation resulted from an amalgamation under, an Act, statute, ordinance, letters patent, certificate, declaration or other equivalent instrument or provision of law, that record;

"class meeting" means a meeting of shareholders who hold shares of a particular class of shares;

"commission" has the same meaning as in the Financial Institutions Act;

"community contribution company" means a company that has, in its notice of articles, the statement referred to in section 51.911 (1);

"community contribution report" means a report produced under section 51.96 (2);

"company" means

(a) a corporation, recognized as a company under this Act or a former Companies Act, that has not, since the corporation's most recent recognition or restoration as a company, ceased to be a company, or

(b) a pre-existing trust company or a pre-existing insurance company;

" Company Act, 1996" means the Company Act, R.S.B.C. 1996, c. 62;

"completing party" means

(a) an individual who, in respect of a record that may be submitted to the registrar for filing on a paper form, inserts in the applicable spaces on the paper form information needed to complete the form,

(b) an individual who, in respect of a record that may be submitted to the registrar for filing by any other prescribed method, communicates to the registrar by that prescribed method information needed to complete the record, or

(c) an individual who, in respect of a record that may be submitted to the registrar for filing by an agent or employee of the government, gives to the agent or employee of the government, information needed to complete the record

but does not include an individual who, in that individual's capacity as an agent or employee of the government, inserts or communicates information needed to complete the record;

"consent resolution" means,

(a) in the case of a resolution of shareholders that may be passed as an ordinary resolution, a resolution referred to in paragraph (b) of the definition of "ordinary resolution",

(b) in the case of any other resolution of shareholders, a unanimous resolution, or

(c) in the case of a resolution of directors or a committee of directors, a resolution passed in accordance with section 140 (3) (a);

"corporate register" means the information filed with or recorded by the registrar under this Act or a former Companies Act, and includes any corrections made to that information by the registrar under this Act or a former Companies Act, but does not include the memorandum and articles for a pre-existing company that has complied with section 370 (1) (a) or 436 (1) (a);

"corporation" means a company, a body corporate, a body politic and corporate, an incorporated association or a society, however and wherever incorporated, but does not include a municipality or a corporation sole;

"court", except in sections 118, 124 (2) (b), 246 (f), 277 (3) (b) (iii), 404 (1), 408 (1.01), and 429 (2), means the Supreme Court and, in sections 118, 124 (2) (b), 246 (f), 277 (3) (b) (iii), 404 (1), 408 (1.01) and 429 (2), includes the Supreme Court;

"debenture" includes an instrument, secured or unsecured, issued by a corporation if that instrument is

(a) in bearer form or in registered form,

(b) of a kind commonly dealt in on securities exchanges or markets, or commonly recognized in any area in which it is issued or dealt in as a medium for investment, and

(c) evidence of an obligation or indebtedness of the corporation,

but does not include negotiable unsecured promissory notes maturing within one year after the date of issue;

"deliver", except in section 95, means physically deliver;

"delivery address" means, for an office, the location of that office identified by an address that describes a unique and identifiable location that

(a) is accessible to the public during statutory business hours for the delivery of records, and

(b) except in the case of the head office of an extraprovincial company, is in British Columbia,

but does not include a post office box;

"director" means,

(a) in relation to a company, an individual who is a member of the board of directors of the company as a result of having been elected or appointed to that position, or

(b) in relation to a corporation other than a company, a person who is a member of the board of directors or other governing body of the corporation regardless of the title by which that person is designated;

"exceptional resolution" means

(a) a resolution passed at a general meeting under the following circumstances:

(i)   notice of the meeting specifying the intention to propose the resolution as an exceptional resolution is sent to all shareholders holding shares that carry the right to vote at general meetings at least the prescribed number of days before the meeting;

(ii)   the articles provide that, of the votes cast on the resolution by shareholders voting shares that carry the right to vote at general meetings, a specified majority must be cast in favour of the resolution before it can pass as an exceptional resolution;

(iii)   the majority of votes specified by the articles under subparagraph (ii) is greater than a special majority;

(iv)   not less than the majority of votes specified by the articles under subparagraph (ii) is cast in favour of the resolution by shareholders voting shares that carry the right to vote at general meetings, or

(b) a resolution passed by being consented to in writing by all of the shareholders holding shares that carry the right to vote at general meetings;

"executive director" means the executive director appointed under section 8 of the Securities Act;

"extraprovincial company" means, as the case may be,

(a) a foreign entity registered under section 377 as an extraprovincial company or under section 379 as an amalgamated extraprovincial company, or

(b) a foreign entity registered as an extraprovincial company or as an amalgamated extraprovincial company under regulations made in accordance with Division 4 of Part 11,

and includes a pre-existing extraprovincial company;

"federal corporation" means a corporation to which both of the following apply:

(a) the most recent of the following was effected by or under an Act of Canada:

(i)   the incorporation of the corporation;

(ii)   a continuation of the corporation or any other transfer by a similar process into the federal jurisdiction;

(iii)   an amalgamation or similar process from which the corporation resulted;

(b) the corporation has not, since that incorporation, continuation or amalgamation or similar process, been discontinued by or under an Act of Canada;

"filed", in respect of a record filed with the registrar, means filed in accordance with section 408 (1);

"financial institution" means

(a) an insurance company, or

(b) a trust company;

"financial statement" includes any notes to it;

"first director" means an individual designated as a director of a company on the notice of articles that applies to the company when it is recognized under this Act;

"foreign corporation" means a corporation that

(a) is not a company,

(b) has issued shares,

(c) is not required under the Cooperative Association Act to be registered under that Act, and

(d) was

(i)   incorporated otherwise than by or under an Act,

(ii)   continued under section 308 or otherwise transferred by a similar process into a jurisdiction other than British Columbia, or

(iii)   the result of an amalgamation under Division 4 of Part 9 or a similar process, or of an amalgamation or similar process in a jurisdiction other than British Columbia,

and includes an extraprovincial corporation within the meaning of the Financial Institutions Act;

"foreign corporation's jurisdiction" means, in respect of a foreign corporation,

(a) the jurisdiction in which the corporation was incorporated,

(b) if the corporation resulted from an amalgamation or similar process, the jurisdiction in which the most recent amalgamation or similar process occurred, or

(c) if the corporation has, since the later of its incorporation and any amalgamation or similar process from which the corporation resulted, been continued or otherwise transferred by a process similar to continuation, the jurisdiction into which the corporation was most recently continued or transferred;

"foreign entity" means

(a) a foreign corporation,

(b) a limited liability company, or

(c) an extraprovincial society, within the meaning of the Society Act, that,

(i)   under section 191 of the Financial Institutions Act, is deemed to have a business authorization, or

(ii)   under section 193 (2) of the Financial Institutions Act, is ordered by the Financial Institutions Commission to apply for a business authorization;

"foreign entity's jurisdiction" means,

(a) in the case of a foreign corporation, the foreign corporation's jurisdiction, or

(b) in the case of a limited liability company, the jurisdiction in which the limited liability company is organized;

"former Companies Act" means

(a) The Companies Act, 1862 of the Imperial Parliament, 25 and 26 Victoria, chapter 89, brought into force in British Columbia by The Companies' Ordinance, 1866 (British Columbia) and The Companies' Ordinance, 1869 (British Columbia),

(b) the Companies Act, S.B.C. 1878, c. 5,

(c) the Companies Act, S.B.C. 1888, c. 21,

(d) the Companies Act, 1890, S.B.C. 1890, c. 6,

(e) the Companies Act, 1897, S.B.C. 1897, c. 2,

(f) the Companies Act, S.B.C. 1910, c. 7, including the Companies Act, R.S.B.C. 1911, c. 39,

(g) the Companies Act, 1921, S.B.C. 1921, c. 10, including the Companies Act, R.S.B.C. 1924, c. 38,

(h) the Companies Act, S.B.C. 1929, c. 11, including the Companies Act, R.S.B.C. 1936, c. 42, the Companies Act, R.S.B.C. 1948, c. 58 and the Companies Act, R.S.B.C. 1960, c. 67, or

(i) the Companies Act, S.B.C. 1973, c. 18, including the Company Act, R.S.B.C. 1979, c. 59 and the Company Act, 1996;

"furnish", in relation to records that must or may be furnished by the registrar, means furnish in accordance with section 8;

"general meeting" means a general meeting of shareholders;

"head office" includes, in the case of a federal corporation, the federal corporation's registered office;

"holding corporation" means the first of the corporations referred to in section 2 (4);

"incorporation agreement" means an agreement referred to in section 10;

"incorporator" means each person who, before an incorporation application is submitted to the registrar for filing, signs the incorporation agreement respecting the company under section 10;

"insolvent", except in section 313,

(a) in relation to a company other than a financial institution, means unable to pay the company's debts as they become due in the ordinary course of its business, or

(b) in relation to a financial institution, includes unable to pay the company's debts as they become due in the ordinary course of its business;

"inspect", if used in relation to a record, means examine and take extracts from that record;

"insurance company" has the same meaning as in the Financial Institutions Act;

"kind", if used in relation to shares, means a kind of shares within the meaning of section 52 (1) (a) (i);

"legal proceeding" includes a civil, criminal, quasi-criminal, administrative or regulatory action or proceeding;

"limited company" means a company that is not an unlimited liability company;

"limited liability company" means a business entity that

(a) was organized in a jurisdiction other than British Columbia,

(b) is recognized as a legal entity in the jurisdiction in which it was organized,

(c) is not a corporation, and

(d) is not a partnership, including, without limitation, a limited partnership or a limited liability partnership;

"mail" means mail in accordance with section 6 (1);

"mailing address" includes the correct postal code or equivalent, if any;

"manager" means, in relation to a limited liability company, any person elected, appointed or otherwise designated by the members of the limited liability company to manage its business and affairs;

"meeting of shareholders" includes a general meeting, a class meeting, a series meeting and a meeting contemplated by section 271 (6) (a) (ii), 284 (4) (a) (ii) or 289 (1) (c);

"memorandum" means, in relation to a pre-existing company, the record that constituted the company's memorandum under the Company Act, 1996;

"office", when referring to premises, means premises for which a unique mailing address or delivery address exists;

"ordinary resolution" means a resolution

(a) passed at a general meeting by a simple majority of the votes cast by shareholders voting shares that carry the right to vote at general meetings, or

(b) passed, after being submitted to all of the shareholders holding shares that carry the right to vote at general meetings, by being consented to in writing by shareholders holding shares that carry the right to vote at general meetings who, in the aggregate, hold shares carrying at least a special majority of the votes entitled to be cast on the resolution;

"person who maintains the records office for the company" includes a company that maintains its own records office;

"pre-existing company" means

(a) a company that was recognized as a company under a former Companies Act, or

(b) a pre-existing trust company or a pre-existing insurance company;

"Pre-existing Company Provisions" means the provisions prescribed by the Lieutenant Governor in Council under section 442.1 (1);

"pre-existing extraprovincial company" means a foreign entity, registered as an extraprovincial company, that was licensed or registered as an extraprovincial company under a former Companies Act;

"pre-existing insurance company" has the same meaning as in the Financial Institutions Act;

"pre-existing reporting company" means a corporation that was, immediately before the coming into force of this Act, a reporting company within the meaning of the Company Act, 1996, and includes each financial institution in existence at the time of the coming into force of section 64 of the Finance Statutes Amendment Act, 2011, but does not include

(a) a reporting issuer,

(b) a reporting issuer equivalent, or

(c) a corporation within a prescribed class of corporations;

"pre-existing trust company" has the same meaning as in the Financial Institutions Act;

"proxy" means a record by which a shareholder appoints a person as the nominee of the shareholder to attend and act for and on behalf of the shareholder at a meeting of shareholders;

"public company" means a company that

(a) is a reporting issuer,

(b) is a reporting issuer equivalent,

(c) has registered its securities under the Securities Exchange Act of 1934 of the United States of America,

(d) has any of its securities, within the meaning of the Securities Act, traded on or through the facilities of a securities exchange, or

(e) has any of its securities, within the meaning of the Securities Act, reported through the facilities of a quotation and trade reporting system;

"publish" means, in relation to a record that is a company's financial statements or an auditor's report on those financial statements,

(a) place the record before the shareholders at an annual general meeting and deposit the record in the company's records office, or

(b) if the company does not hold an annual general meeting within the period required by section 182 (1), deposit the record in the company's records office on or before the annual reference date that relates to that annual general meeting;

"qualifying debentureholder" means a person who holds a debenture and who was the holder of that debenture immediately before the coming into force of this Act;

"recognized", in respect of a company, means recognized under section 3;

"registered owner", in relation to a share, means the person who is registered as the owner of the share in the central securities register or a branch securities register of a company, or, for a pre-existing company that has not complied with section 370 (1) (c) or 436 (1) (c), in the register of members or a branch register of members maintained by the pre-existing company under the Company Act, 1996;

"registrar" means, except in sections 110 (1) (b) and 245 (2) (a), the person appointed as the Registrar of Companies under section 400;

"reporting issuer" has the same meaning as in the Securities Act;

"reporting issuer equivalent" means a corporation that, under the laws of any Canadian jurisdiction other than British Columbia, is a reporting issuer or an equivalent of a reporting issuer;

"Securities Commission" means the British Columbia Securities Commission continued under section 4 of the Securities Act;

"securities register" means a central securities register or a branch securities register maintained under section 111, and, for a pre-existing company that has not complied with section 370 (1) (c) or 436 (1) (c), includes the pre-existing company's register of members and branch register of members maintained by the pre-existing company under the Company Act, 1996;

"security interest" means an interest in or a charge on property, rights or interests of a corporation, to secure payment of a debt or performance of an obligation;

"send" means send in accordance with section 7;

"senior officer" means, in relation to a corporation,

(a) the chair and any vice chair of the board of directors or other governing body of the corporation, if that chair or vice chair performs the functions of the office on a full time basis,

(b) the president of the corporation,

(c) any vice president in charge of a principal business unit of the corporation, including sales, finance or production, and

(d) any officer of the corporation, whether or not the officer is also a director of the corporation, who performs a policy making function in respect of the corporation and who has the capacity to influence the direction of the corporation;

"separate resolution" means a resolution on which only shareholders holding shares of a particular class or series of shares are entitled to vote;

"series meeting" means a meeting of shareholders who hold shares of a particular series of shares;

"serve", except in section 403, means serve in accordance with section 9;

"shareholder", except in section 385, means a person whose name is entered in a securities register of a company as a registered owner of a share of the company or, until such an entry is made for the company,

(a) in the case of a company incorporated before the coming into force of this Act, a subscriber,

(b) in the case of a company incorporated under this Act, an incorporator, or

(c) in the case of a company that has been recognized within the meaning of section 3 (1) (b) or (d), a person who, immediately before the corporation was recognized as a company, held one or more shares of the corporation;

"sign" includes execute;

"special Act corporation" means a corporation, incorporated by an Act, that has not been recognized as a company;

"special majority" means, in respect of a company,

(a) the majority of votes that the articles specify is required for the company to pass a special resolution at a general meeting, if that specified majority is at least 2/3 and not more than 3/4 of the votes cast on the resolution, or

(b) if the articles do not contain a provision contemplated by paragraph (a), 2/3 of the votes cast on the resolution or, if the company is a pre-existing company that has not complied with section 370 (1) (a) or 436 (1) (a) or that has a notice of articles that reflects that the Pre-existing Company Provisions apply to the company, 3/4 of the votes cast on the resolution;

"special resolution" means

(a) a resolution passed at a general meeting under the following circumstances:

(i)   notice of the meeting specifying the intention to propose the resolution as a special resolution is sent to all shareholders holding shares that carry the right to vote at general meetings at least the prescribed number of days before the meeting;

(ii)   the majority of the votes cast by shareholders voting shares that carry the right to vote at general meetings is cast in favour of the resolution;

(iii)   the majority of votes cast in favour of the resolution constitutes at least a special majority, or

(b) a resolution passed by being consented to in writing by all of the shareholders holding shares that carry the right to vote at general meetings;

"special rights or restrictions", in relation to shares of a company, includes special rights and restrictions, whether preferred, deferred or otherwise, and whether in regard to redemption or return of capital, conversion into or exchange for the same or any other number of any other kind, class or series of securities of the company or of any other corporation, dividends, voting, nomination, election or appointment of directors or other control, or otherwise, and for the purposes of this definition the words "special rights" and the word "restrictions", when used in this Act, whether together or separately, have a corresponding meaning;

"special separate resolution" means

(a) a resolution passed at a class meeting or series meeting under the following circumstances:

(i)   notice of the meeting specifying the intention to propose the resolution as a special separate resolution is sent to all shareholders holding shares of that class or series of shares at least the prescribed number of days before the meeting;

(ii)   when voting on the resolution, shareholders voting shares of that class or series of shares vote in favour of the resolution by at least the following majority:

(A)  the majority specified by the memorandum or articles as being required to pass a special separate resolution of those shareholders, or, if no such majority is specified, to pass a separate resolution of those shareholders, if that majority is at least 2/3 and not more than 3/4 of the votes cast on the resolution;

(B)  if clause (A) does not apply and the company is a pre-existing company that has not complied with section 370 (1) (a) or 436 (1) (a) or that has a notice of articles that reflects that the Pre-existing Company Provisions apply to the company, 3/4 of the votes cast on the resolution;

(C)  if clauses (A) and (B) do not apply, 2/3 of the votes cast on the resolution, or

(b) a resolution passed by being consented to in writing by all of the shareholders holding shares of the applicable class or series of shares;

"spouse" means a person who

(a) is married to another person, or

(b) is living with another person in a marriage-like relationship;

"statutory business hours" means the hours between 9 o'clock in the morning and 4 o'clock in the afternoon, local time, Saturdays and holidays excepted;

"Statutory Reporting Company Provisions" means the provisions prescribed by the Lieutenant Governor in Council under section 433 (1);

"subscriber" means a subscriber within the meaning of the Company Act, 1996;

"subsidiary" means a subsidiary within the meaning of section 2 (2);

"superintendent" has the same meaning as in the Financial Institutions Act;

"Table A" means Table A in the First Schedule of a former Companies Act;

"Table 1" means the set of articles prescribed by the Lieutenant Governor in Council under section 261 (1);

"trust company" has the same meaning as in the Financial Institutions Act;

"unanimous resolution" means a resolution passed by being consented to in writing by all of the shareholders entitled to vote on the resolution;

"unlimited liability company" means a company that has, in its notice of articles, the statement referred to in section 51.11;

"warrant" means any record issued by a company as evidence of conversion or exchange privileges or options or rights to acquire shares of the company;

"wholly owned subsidiary" means a subsidiary within the meaning of section 2 (5).

(2) A reference in the memorandum or articles of a pre-existing company to an "extraordinary resolution" is deemed to be a reference to a special resolution.

(3) An individual is appointed as a director of a company if the individual is

(a) appointed as a director of the company in accordance with

(i)   this Act, or

(ii)   the memorandum or articles of the company,

(b) designated as a director of the company on the notice of articles that applies to the company when it is recognized under this Act, or

(c) declared by the court to be a director of the company.

Corporate relationships

2  (1) For the purposes of this Act, one corporation is affiliated with another corporation if

(a) one of them is a subsidiary of the other,

(b) both of them are subsidiaries of the same corporation, or

(c) each of them is controlled by the same person.

(2) For the purposes of this Act, a corporation is a subsidiary of another corporation if

(a) it is controlled by

(i)   that other corporation,

(ii)   that other corporation and one or more corporations controlled by that other corporation, or

(iii)   2 or more corporations controlled by that other corporation, or

(b) it is a subsidiary of a subsidiary of that other corporation.

(3) For the purposes of this section, a corporation is controlled by a person if

(a) shares of the corporation are held, other than by way of security only, by the person, or are beneficially owned, other than by way of security only, by

(i)   the person, or

(ii)   a corporation controlled by the person, and

(b) the votes carried by the shares mentioned in paragraph (a) are sufficient, if exercised, to elect or appoint a majority of the directors of the corporation.

(4) For the purposes of this Act, a corporation is the holding corporation of a corporation that is its subsidiary.

(5) For the purposes of this Act, a corporation is a wholly owned subsidiary of another corporation if all of the issued shares of the first corporation are held by one or both of

(a) that other corporation, and

(b) a wholly owned subsidiary, or wholly owned subsidiaries, of that other corporation.

When a company is recognized

3  (1) A company is recognized under this Act

(a) when it is incorporated under this Act,

(b) if the company results from the conversion, under this or any other Act, of a corporation into a company after the coming into force of this Act, when the conversion occurs,

(c) if the company results from an amalgamation of corporations under this Act, when the amalgamation occurs, or

(d) if the company results from the continuation into British Columbia of a foreign corporation under this Act, when the continuation occurs.

(2) A company was recognized under a former Companies Act

(a) when it was incorporated under that Act,

(b) if the company resulted from the conversion, under the former Companies Act or under any other Act, of a corporation into a company before the coming into force of this Act, when the conversion occurred,

(c) if the company resulted from the amalgamation of companies under the former Companies Act, when the amalgamation occurred, or

(d) if the company resulted from the continuation into British Columbia of a foreign corporation under the former Companies Act, when the continuation occurred.

(3) A pre-existing trust company or pre-existing insurance company is, for the purposes of this Act, deemed to have been recognized under a former Companies Act when the company became a trust company or an insurance company.

Division 2 — Application

Special Act corporations

4  (1) Unless the Act by which a special Act corporation was incorporated provides otherwise, a special Act corporation incorporated after September 30, 1973, a prescribed special Act corporation and a special Act corporation to which the Company Clauses Act applied before its repeal is subject to the following:

(a) the provisions of this Act other than sections 10 to 41, 52, 53, 228, 269 to 300 and 302 to 311 and Parts 11 and 14;

(b) the regulations made under this Act other than

(i)   regulations made in respect of sections 10 to 41, 52, 53, 228, 269 to 300 and 302 to 311 and Parts 11 and 14, and

(ii)   regulations that expressly indicate that they do not apply to special Act corporations.

(2) If there is a conflict or inconsistency between the provisions of this Act or a regulation made under this Act applicable to a special Act corporation referred to in subsection (1) of this section and a provision of its Act of incorporation, the provision of its Act prevails.

(3) [Repealed 2011-29-3(b).]

Dissolution

5  Part 10 applies to the dissolution of a corporation incorporated by or under an Act, unless that Act contains express provision to the contrary.

Division 3 — Distribution of Records

Mailing of records

6  (1) A reference in a provision of this Act to mailing a record is a reference to

(a) mailing the record in the manner provided by the provision, or

(b) if no manner is provided,

(i)   mailing the record by ordinary mail or registered mail, or

(ii)   providing the record in any other prescribed manner.

(2) Unless this Act provides otherwise, a record referred to in this Act that is mailed to a person by ordinary mail to the applicable address for that person referred to in section 7 (2) or 8 (2) is deemed to be received by that person on

(a) the day, Saturdays and holidays excepted, following the date of mailing, or

(b) if the record is mailed by a corporation and the charter of that corporation provides a later deemed receipt date, that later date.

Sending of records

7  (1) Unless this Act provides otherwise, a record required or permitted under this Act or the memorandum or articles of a company to be sent by or to a person may be sent

(a) in the manner agreed to by the sender and the intended recipient,

(b) in any manner required by the memorandum or articles if

(i)   paragraph (a) does not apply, and

(ii)   the record is being sent by one of the following to any of the following:

(A)  the company;

(B)  a director of the company;

(C)  an officer of the company;

(D)  a shareholder of the company;

(E)  a beneficial owner of shares of the company, or

(c) if neither paragraph (a) nor paragraph (b) applies, by any one of the following methods:

(i)   mail addressed to the person at the applicable address for that person referred to in subsection (2);

(ii)   [Repealed 2003-70-4.]

(iii)   delivery;

(iv)   any other prescribed method.

(2) If a provision of this Act requires or permits a record to be sent by mail to a person, the record is deemed to be mailed in compliance with that provision if it is addressed to that person and if it is mailed in accordance with the requirements of that provision, or, in a case to which section 6 (1) (b) (i) applies,

(a) for a record mailed to a company, if the record is mailed to the mailing address shown for the company's registered office in the corporate register,

(b) for a record mailed to a shareholder, if the record is mailed to the mailing address shown for the shareholder

(i)   in the company's central securities register, or

(ii)   in the case of a pre-existing company that has not complied with section 370 (1) (c) or 436 (1) (c), in the register of members maintained by the company under the Company Act, 1996,

(c) for a record mailed to a director or officer, if the record is mailed to the prescribed address shown for the director or officer in either of the following:

(i)   the records kept by the company;

(ii)   the corporate register,

(d) for a record mailed to an extraprovincial company, if the record is mailed to the mailing address shown for any of its attorneys in the corporate register or, if it does not have any attorneys, to the mailing address shown for its head office in the corporate register, or

(e) in any other case, if the record is mailed to the mailing address of the intended recipient.

(3) Despite any other provision of this Act, if, on 2 consecutive occasions, a company sends a record to one of its shareholders in accordance with subsection (1) of this section and on each of those occasions the record is returned because the shareholder cannot be located, the company is not required to send any further records to the shareholder until the shareholder informs the company in writing of the shareholder's new address.

(4) Unless this Act, the regulations or the memorandum or articles of a company provide otherwise, any person who has a right under this Act or the memorandum or articles to receive a record may, by providing a written notice to the person from whom the record is to be received,

(a) waive that right, or

(b) extend the time within which the record may be sent, but no extension of time under this paragraph affects the right of the person sending the record to send the record within the time specified under this Act or the memorandum or articles, as the case may be.

Furnishing of records by registrar

8  (1) Unless this Act provides otherwise, if a provision of this Act requires or permits the registrar to furnish a record to a person, the registrar may furnish that record

(a) by mailing the record by ordinary mail or registered mail,

(b) by complying with a request contemplated by subsection (3), or

(c) by any other prescribed method.

(2) For the purposes of subsection (1), a record is furnished to a person by mail when it is addressed to that person and mailed to that person as follows:

(a) for a record furnished to a company, if the record is mailed to the mailing address shown for the company's registered office in the corporate register;

(b) for a record furnished to a director or officer, if the record is mailed to the prescribed address shown for that person in the corporate register;

(c) for a record furnished to an extraprovincial company, if the record is mailed to the mailing address shown for any of its attorneys in the corporate register or, if it does not have any attorneys, to the mailing address shown for its head office in the corporate register;

(d) in any other case, if the record is mailed to the mailing address shown for that person in the corporate register or, if no address is shown for that person in the corporate register, to the most recent address for that person known to the registrar.

(3) If a request is made to the registrar for a record to be mailed by ordinary mail to a specified person at a specified mailing address or for a record to be made available for pick-up at the registrar's office, the registrar may furnish the record by complying with that request.

Service of records in legal proceedings

9  (1) Without limiting any other enactment, a record may be served on a company

(a) unless the company's registered office has been eliminated under section 40, by delivering the record to the delivery address, or by mailing it by registered mail to the mailing address, shown for the registered office of the company in the corporate register,

(b) if the company's registered office has been eliminated under section 40, in the manner ordered by the court under section 40 (4) (b), or

(c) in any case, by serving any director, senior officer, liquidator or receiver manager of the company.

(2) Without limiting any other enactment, a record may be served on an extraprovincial company

(a) by delivering the record to the delivery address, or by mailing it by registered mail to the mailing address, shown for the head office of the extraprovincial company in the corporate register if that head office is in British Columbia, or

(b) by serving any attorney for the extraprovincial company or, without limiting this, by delivering the record to the delivery address, or by mailing it by registered mail to the mailing address, shown for any attorney for the extraprovincial company in the corporate register.

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