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Business Corporations Act

[SBC 2002] CHAPTER 57

Part 6 — Financial Records

Division 1 — Accounting Records

Accounting records required

196  (1) A company must keep adequate accounting records for each of its financial years and must retain the accounting records kept for a financial year for the prescribed period.

(2) A company must retain its accounting records at a place determined by the directors.

(3) A company must make its accounting records available for inspection by any director during statutory business hours and must, on request, provide to the director a copy of any of those records.

(4) Shareholders may inspect and obtain a copy of those of the accounting records of a company that the articles allow and, in that event, the shareholders may inspect and obtain a copy of those records at the times and places, in the manner and subject to the terms and conditions set out in the articles.

(5) Shareholders may inspect and obtain a copy of accounting records not referred to in subsection (4) if the shareholders are authorized to do so by the directors and, in that event, the shareholders may inspect and obtain a copy of those records at the times and places, in the manner and subject to the terms and conditions determined by the directors.

Division 2 — Financial Statements

Exemption

197  This Division does not apply to

(a) a reporting issuer,

(b) a reporting issuer equivalent, or

(c) a company within a prescribed class of companies.

Financial statements

198  (1) In this section, "first financial year" means,

(a) in the case of a company referred to in section 3 (1) (a) or (c) or (2) (a) or (c), the period beginning on the date on which the company was recognized and ending on the date immediately preceding the date on which the company's next financial year begins, or

(b) in the case of a company referred to in section 3 (1) (b) or (d) or (2) (b) or (d), the financial year that includes the date on which the company was recognized and that ends on the date immediately preceding the date on which the company's next financial year begins.

(2) Subject to section 199 and subsection (3) of this section, unless relieved under section 200 from their obligation to do so, the directors of a company must, on or before each annual reference date, produce and publish, in accordance with subsection (4) of this section,

(a) financial statements in respect of the latest completed financial year of the company, even if that financial year is the company's first financial year, and

(b) if the date on which the financial statements referred to in paragraph (a) are published is more than 6 months after the beginning of the company's current financial year, financial statements for the period that began at the beginning of the company's current financial year and ended on a date that is not more than 6 months before the date on which the financial statements referred to in paragraph (a) are published.

(3) Subsection (2) does not apply to a company in respect of an annual reference date that occurs before the end of the company's first financial year.

(4) Financial statements required under this Division must be prepared as prescribed by regulation.

Approval for publication

199  (1) The directors of a company must ensure that, before financial statements referred to in section 198 are published, the financial statements are

(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.

(2) The directors must ensure that financial statements published under section 198

(a) have attached any auditor's report made under section 212 (1) (a) on those financial statements, and

(b) do not purport to be audited unless those financial statements have, in fact, been audited and an auditor's report has been made.

Waiver of financial statements

200  (1) Directors are relieved from their obligation under section 198 to produce and publish financial statements

(a) if all of the shareholders of the company, whether or not their shares otherwise carry the right to vote, resolve by a unanimous resolution to waive the production and publication of the financial statements, or

(b) if and to the extent provided by a court order waiving the production and publication of some or all of the financial statements and on any terms the court considers appropriate.

(2) A waiver referred to in subsection (1) of this section may be given before, on or after the date on which financial statements are, under this Division, required to be produced and published and is effective for those financial statements only.

Financial statements for qualifying debentureholders

201  A company must, promptly after demand by a qualifying debentureholder of the company, send to that qualifying debentureholder

(a) a copy of the company's most recently published financial statements required under section 198, and

(b) a copy of any auditor's report made under section 212 (1) (a) on those financial statements.

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