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This Act is current to October 31, 2018
See the Tables of Legislative Changes for this Act’s legislative history, including any changes not in force.

Business Corporations Act

[SBC 2002] CHAPTER 57

Part 2.2 — Community Contribution Companies

Definitions

51.91   (1) In this Part:

"associate" has the same meaning as in section 192 (1);

"community purpose" means a purpose beneficial to

(a) society at large, or

(b) a segment of society that is broader than the group of persons who are related to the community contribution company,

and includes, without limitation, a purpose of providing health, social, environmental, cultural, educational or other services, but does not include any prescribed purpose;

"qualified entity" means

(a) a community service cooperative as defined in the Cooperative Association Act,

(b) a registered charity as defined in section 248 (1) of the Income Tax Act (Canada) or another qualified donee as defined in section 149.1 (1) of that Act, or

(c) a prescribed entity or class of entities;

"related" has the meaning set out in subsection (2);

"transfer" means to transfer by any method and includes pay, spend, distribute, dispose, assign, give, sell, grant, charge, convey, bequeath, devise, lease, divest, release and agree to do any of those things.

(2) For the purposes of this Part, a person is related to a community contribution company if the person is

(a) a director, officer or shareholder of the company,

(b) a person who beneficially owns shares of the company,

(c) an associate or affiliate of the company,

(d) a director or officer of another corporation if that other corporation is itself related to the company, or

(e) an associate or affiliate of a person referred to in any of paragraphs (a) to (d).

Notice of articles of community contribution company

51.911   (1) A company is a community contribution company if its notice of articles contains the following statement:

This company is a community contribution company, and, as such, has purposes beneficial to society. This company is restricted, in accordance with Part 2.2 of the Business Corporations Act, in its ability to pay dividends and to distribute its assets on dissolution or otherwise.

(2) If it is authorized to do so by the regulations, a community contribution company may, in accordance with the regulations, alter its notice of articles to remove the statement referred to in subsection (1), and if the notice of articles is altered to remove that statement, the company ceases to be a community contribution company.

Community purposes

51.92   One or more of the primary purposes of a community contribution company must be community purposes and those community purposes must be set out in its articles.

Corporate name

51.921   (1) A community contribution company must have the words "Community Contribution Company" or the abbreviation "CCC" as part of its name.

(2) For all purposes, the words "Community Contribution Company" are interchangeable with the abbreviation "CCC".

(3) A person must not use in British Columbia any name of which "Community Contribution Company" or "CCC" is a part unless the person is

(a) a community contribution company,

(b) a federal corporation entitled or required to use those words or that abbreviation, or

(c) a prescribed person or class of persons.

Directors and officers

51.93   (1) Despite section 120, a community contribution company must have at least 3 directors.

(2) Without limiting section 142 (1), a director or officer of a community contribution company, when exercising the powers and performing the functions of a director or officer of the company, as the case may be, must act with a view to the community purposes of the company set out in its articles.

(3) Section 137 does not apply to a community contribution company.

Transfer of assets prohibited

51.931   (1) A community contribution company must not transfer any of its money or other assets other than

(a) for fair market value,

(b) to a qualified entity,

(c) in furtherance of the company's community purposes,

(d) for transfers contemplated by this Part, including, without limitation, dividends, distributions on dissolution, redemptions or purchases of shares or other reductions of capital, or

(e) for transfers that are

(i) of a type authorized by the regulations, and

(ii) in accordance with the regulations.

(2) Except as permitted under subsection (1), no part of the money or other assets of a community contribution company is to be transferred during the company's existence or on its dissolution to a person related to the company.

(3) Despite section 195, a community contribution company must not transfer any of its money or other assets by way of financial assistance

(a) to persons who are related to the company unless

(i) the persons are qualified entities, or

(ii) the financial assistance is provided to persons within a prescribed class of persons in prescribed circumstances, or

(b) to any other persons unless the provision of that financial assistance is in furtherance of the company's community purposes.

(4) Nothing in this section prevents a community contribution company from transferring money or other assets in the ordinary course of business if the value of the assets transferred is or could reasonably be expected to be equal to the fair market value of the goods or services acquired in return by the company.

Restrictions on dividends and interest

51.94   (1) A community contribution company must not declare a dividend unless

(a) the declaration is in accordance with the regulations, and

(b) the company first obtains approval of the dividend by ordinary resolution.

(2) Without limiting subsection (1), a community contribution company may in its articles further constrain the declaration of dividends.

(3) A community contribution company must not pay, in relation to a debenture issued by it or any of its other debts, a rate of interest that is related to the company's profits unless

(a) the regulations authorize payments of that type, and

(b) the payment is in accordance with the regulations.

Redemption or purchase of shares or reduction of capital

51.941   A community contribution company must not make a payment to redeem or purchase its own shares, or to otherwise reduce the company's capital attributable to shares of the company, unless the payment is in accordance with the regulations.

Distribution of assets on dissolution of community contribution company

51.95   (1) In this section, "distributable assets", in relation to a community contribution company that is to be dissolved, means the company's money and other assets that remain after payment or provision for payment has been made of

(a) all of the company's liabilities and the costs, charges and expenses properly incurred in relation to the dissolution, and

(b) any money that, under the regulations, must be paid to shareholders of the company on dissolution before making a transfer referred to in subsection (2) (b).

(2) Despite section 330 (m), before a community contribution company is dissolved, the liquidator of the company must

(a) comply with the prescribed requirements, if any, and

(b) subject to subsection (3), transfer to one or more qualified entities all or the prescribed percentage of the company's distributable assets.

(3) If, when a community contribution company dissolves, the articles or a resolution of the company specify one or more qualified entities for the purposes of this section, the liquidator must transfer all or the prescribed percentage of the company's distributable assets referred to in subsection (2) (b) to those qualified entities in accordance with the directions, if any, respecting distribution set out in the articles or resolution.

(4) Despite sections 31 (3) and 344 (2) (a), if a community contribution company is dissolved, any asset held, immediately before the dissolution, by the company as a joint tenant

(a) devolves, on the dissolution, on the other joint tenants only if all of the other joint tenants are qualified entities, and

(b) in any other case, is deemed to be held, immediately before the dissolution, by the company and the other joint tenants, as tenants in common, but the joint tenancy among the other joint tenants, if there is more than one, is not affected.

No waiver of financial statements

51.951   Section 200 does not apply to a community contribution company.

Community contribution report

51.96   (1) In this section, "publish", in relation to a community contribution report, has the same meaning as in section 1 (1) and, for that purpose, a reference in that definition to a company's financial statements or an auditor's report is deemed to be a reference to the community contribution report.

(2) The directors of a community contribution company must annually produce and publish, at or before the date in each year by which the annual general meeting is required to be held under section 182 (1), a report that discloses, in the prescribed manner, the following in relation to the company's most recently completed financial year:

(a) a fair and accurate description of the manner in which the company's activities during that financial year benefited society;

(b) the assets, including the amounts of money, that were transferred during that financial year in furtherance of the company's community purposes;

(c) the purposes for which the transfers referred to in paragraph (b) were made;

(d) the amounts of the dividends that were declared during that financial year;

(e) the assets, including the amounts of money, that were transferred during that financial year for redemptions or purchases of shares or other reductions of capital;

(f) if, during that financial year, the company

(i) transferred, in accordance with section 51.931 (1) (a), any money or other assets with a fair market value in excess of the prescribed amount,

(ii) transferred, in accordance with section 51.931 (1) (b), any money or other assets to a qualified entity, or

(iii) transferred, in accordance with section 51.931 (3), any money or other assets by way of financial assistance,

the details of that transfer, including the identity of the transferee, the purpose of the transfer and the amount, or a fair estimate of the amount, transferred;

(g) any other information required by the regulations.

(3) The directors of a community contribution company must ensure that, before a community contribution report is published, the report is

(a) approved by the directors, and

(b) signed by one or more directors to confirm that the approval required by paragraph (a) of this subsection was obtained.

(4) Promptly after a community contribution report is published, the directors of the community contribution company must post the report on the company's publicly accessible website, if any.

Alteration of notice of articles to become community contribution company

51.97   (1) A company may become a community contribution company by altering its notice of articles to include the statement referred to in section 51.911 (1).

(2) A company must not alter its notice of articles under subsection (1) of this section unless all of the shareholders, whether or not their shares otherwise carry the right to vote, authorize the following by a unanimous resolution:

(a) the alteration referred to in subsection (1);

(b) a change of the company's name in accordance with section 263 (3) to a name that complies with section 51.921 (1) and Division 2 of Part 2;

(c) an alteration to the articles to adopt community purposes for the purposes of section 51.92.

Amalgamation resulting in community contribution company

51.98   (1) Despite section 269, a corporation must not amalgamate with a community contribution company unless the amalgamation results in an amalgamated community contribution company.

(2) If an amalgamation is proposed to result in an amalgamated community contribution company and the amalgamation is not to be effected under section 273 or 274,

(a) sections 270 (1) (b) and 271 do not apply, and

(b) the amalgamation agreement must be adopted by a unanimous resolution of all of the shareholders of each amalgamating company, whether or not their shares otherwise carry the right to vote.

Amalgamation into foreign jurisdiction and continuation out of British Columbia prohibited

51.99   Division 4 of Part 9 and sections 308 to 311 do not apply to a community contribution company.

Contents | Part 1 | Part 2 | Part 2.1 | Part 2.2 | Part 3 | Part 4 | Part 5 | Part 6 | Part 7 | Part 8 | Part 9 | Part 10 | Part 11 | Part 12 | Part 13 | Part 14 | Schedule