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Business Corporations Act

[SBC 2002] CHAPTER 57

Part 10 — Liquidation, Dissolution, Restoration and Reinstatement

Division 1 — Definitions and Application

Definitions

312  In this Part:

"commencement of the liquidation" means,

(a) for a voluntary liquidation commenced under Division 3, the date and time on which the special resolution referred to in section 319 (1) is passed or if the special resolution specifies a date, or a date and time, for the commencement of the liquidation that is later than the date and time on which the special resolution is passed, the specified date and time or, if no time is specified, the beginning of the specified date, or

(b) for a liquidation commenced by court order,

(i)   the date of the making of the order, or

(ii)   if the order specifies a date, or a date and time, for the commencement of the liquidation that is later than the date of the making of the order, the specified date and time or, if no time is specified, the beginning of the specified date;

"liquidation records office" means the office referred to in section 333;

"property" includes records.

Application of this Part

313  Any proceedings taken under this Act to dissolve, or to liquidate and dissolve, a company must be stayed if the company is at any time found, in a proceeding under the Bankruptcy and Insolvency Act (Canada), to be insolvent within the meaning of that Act.

Division 2 — Voluntary Dissolution without Liquidation

Authorization for voluntary dissolution

314  (1) A company may apply to be dissolved under this Division if

(a) it is authorized to do so by an ordinary resolution,

(b) it has no assets, and

(c) it

(i)   has no liabilities, as a result of section 315 (6) or otherwise, or

(ii)   has made adequate provision for the payment of each of its liabilities.

(2) Despite subsection (1) (a) of this section, a company referred to in subsection (1) (b) and (c) that has not issued any shares may apply to be dissolved under this Division if it is authorized to do so by a directors' resolution.

Provision for unpaid debts and undelivered assets

315  (1) In this section, "administrator" has the same meaning as in the Unclaimed Property Act.

(1.1) If the whereabouts of a creditor of a company that intends to apply for dissolution under this Division is unknown, the company must, before submitting an application for dissolution to the registrar for filing, make payment, in accordance with subsection (2), of the amount of the liability that the company has, in good faith, determined is due to that creditor.

(2) A company referred to in subsection (1.1) must, after making reasonable efforts to determine the whereabouts of the creditor,

(a) pay, in accordance with an order of the court, the amount of the liability that the company has, in good faith, determined is due to the creditor, or

(b) if no court order has been made and the liability has remained unpaid for at least 6 months after the date it became payable, pay the amount of the liability to the administrator, and include a statement showing,

(i)   to the fullest extent known to the company, the name of the creditor, and

(ii)   the last known address of the creditor.

(3) If the whereabouts of a shareholder of a company that intends to apply for dissolution under this Division is unknown, the company must, before submitting an application for dissolution to the registrar for filing,

(a) make payment, in accordance with subsection (4), of the money that the company has, in good faith, determined is due to that shareholder, or

(b) deliver, in accordance with subsection (4), any other assets that the company has, in good faith, determined are due to that shareholder.

(4) A company referred to in subsection (3) must, after making reasonable efforts to determine the whereabouts of the shareholder,

(a) pay or deliver, in accordance with an order of the court, the money or other assets that the company has, in good faith, determined are due to the shareholder, or

(b) if no court order has been made and the money or other assets have remained unclaimed or undistributed for at least 6 months after the date the money or assets became payable or deliverable, pay the money or deliver the assets to the administrator, and include a statement showing,

(i)   to the fullest extent known to the company, the name of the shareholder, and

(ii)   the last known address of the shareholder.

(5) The administrator must, after receipt of the money or other assets referred to in this section, send a receipt to the company.

(6) A company that has complied with subsection (2) (a) or (4) (a) or that has been sent a receipt under subsection (5) is discharged from

(a) any liability for the money or other assets so paid or delivered, and

(b) any claims in respect of the money or other assets so paid or delivered that might be made by or on behalf of the persons entitled to the money or other assets.

(7) The administrator may realize any assets delivered to the administrator under this section and any money received or realized under this section is deemed to be an unclaimed money deposit under the Unclaimed Property Act.

Application for voluntary dissolution

316  (1) In order to apply for dissolution under this Division, a company must

(a) obtain and deposit in its records office an affidavit that is sworn by a director of the company and that complies with subsection (2), and

(b) file with the registrar an application for dissolution in the form established by the registrar containing a statement that the affidavit required under paragraph (a) of this subsection has been obtained and deposited in the company's records office.

(2) An affidavit referred to in subsection (1) (a) must state

(a) that the company's dissolution has been duly authorized in accordance with section 314 (1) (a) or (2), as the case may be,

(b) that the company has no assets, and

(c) that the company

(i)   has no liabilities, as a result of section 315 (6) or otherwise, or

(ii)   has made adequate provision for the payment of each of its liabilities.

Date of dissolution

317  A company is dissolved under this Division

(a) on the date and time that the application for dissolution referred to in section 316 (1) (b) is filed with the registrar, or

(b) subject to sections 318 and 410, if the application for dissolution specifies a date, or a date and time, on which the dissolution is to take effect that is later than the date and time on which the application for dissolution is filed with the registrar,

(i)   on the specified date and time, or

(ii)   if no time is specified, at the beginning of the specified date.

Withdrawal of application for dissolution

318  At any time after an application for dissolution referred to in section 316 (1) (b) is filed with the registrar and before the company referred to in the application is dissolved under this Division, the company or any other person who appears to the registrar to be an appropriate person to do so may withdraw the application for dissolution by filing with the registrar a notice of withdrawal in the form established by the registrar identifying the application for dissolution.

Division 3 — Voluntary Liquidation

Authorization for liquidation

319  (1) A company may liquidate under this Division if it has been authorized to do so by a special resolution.

(2) At the time that the special resolution referred to in subsection (1) is passed, the company, by an ordinary resolution,

(a) must appoint as liquidator one or more persons qualified under section 327, and

(b) may set, or may authorize the directors to set, each liquidator's remuneration.

(3) An appointment of a liquidator under this section takes effect on the commencement of the liquidation.

(4) A liquidator appointed under this section may apply to the court to set or review that liquidator's remuneration if

(a) that remuneration is not set within 2 months after the liquidator's appointment under subsection (2) (a), or

(b) the liquidator is dissatisfied with the amount of the remuneration set under subsection (2) (b).

Limits on liquidator

320  (1) Subject to subsection (2), in a voluntary liquidation, the company, by an ordinary resolution, may direct the liquidator not to do certain specified things without the approval of a general meeting of the company or without the written consent of certain specified shareholders, or of a certain specified number of shareholders.

(2) No direction under subsection (1) relieves a liquidator from the duty to act in accordance with this Act and the regulations.

Statement of intent to liquidate

321  (1) A company must, promptly after the resolutions referred to in section 319 (1) and (2) (a) are passed, file a statement of intent to liquidate with the registrar.

(2) The statement of intent to liquidate must

(a) be in the form established by the registrar,

(a.1) set out the commencement of the liquidation,

(b) set out the full name of each liquidator,

(c) set out the mailing address and the delivery address of each liquidator, and

(d) set out the mailing address and the delivery address of the liquidation records office.

(3) After a statement of intent to liquidate is filed with the registrar, the registrar must furnish to the company a certified copy of the statement of intent to liquidate.

Resignation and removal of liquidators in voluntary liquidations

322  (1) A liquidator appointed under this Division may

(a) resign as liquidator, or

(b) be removed as liquidator by a special resolution passed at a general meeting, notice of which meeting has been sent to the liquidators and to each creditor who has an unpaid claim against the company that exceeds the prescribed amount.

(2) Unless the court orders otherwise under section 325, if, in a liquidation under this Division, a vacancy occurs in the office of liquidator,

(a) if one or more liquidators remain in office despite the vacancy, the company may fill the vacancy, or

(b) in any other case, the company must fill the vacancy.

(3) A vacancy referred to in subsection (2) of this section may be filled by the company by

(a) an ordinary resolution, or

(b) the directors if they are authorized by an ordinary resolution to do so.

(4) A general meeting may be called, for the purpose of passing either of the ordinary resolutions referred to in subsection (3),

(a) by any shareholder entitled to vote at general meetings,

(b) if one or more liquidators remain in office, by any shareholder entitled to vote at general meetings or by any of the remaining liquidators, or

(c) in any other manner contemplated by the articles.

(5) The company may, by an ordinary resolution, set, or authorize the directors to set, the remuneration for each liquidator appointed under this section.

(6) Section 319 (4) applies to a liquidator appointed under this section.

Withdrawal of statement of intent to liquidate

323  (1) At any time after a statement of intent to liquidate is filed with the registrar under section 321 and before the company in respect of which the statement was filed is dissolved within the meaning of section 343, the company or any other person who appears to the registrar to be an appropriate person to do so may withdraw the statement of intent to liquidate by filing with the registrar a notice of withdrawal in the form established by the registrar identifying the statement of intent to liquidate.

(2) If a statement of intent to liquidate is withdrawn under subsection (1) of this section,

(a) each liquidator appointed under section 319 (2) (a) or 322 (3) is removed,

(b) the company must remove the copy of the statement of intent to liquidate from its records office,

(c) the liquidator must send to the company all of the records retained by the liquidator under section 333 (1) and must return to the company any other property of the company in the possession of the liquidator,

(d) the company may carry on its business,

(e) the directors and officers of the company regain any powers to manage or supervise the management of the business and affairs of the company that they had before those powers vested in the liquidator under section 334 (1) (a), and

(f) any application for dissolution filed with the registrar in relation to the company under section 343 is deemed to be withdrawn.

Division 4 — Powers and Duties of the Court

Court may order company be liquidated and dissolved

324  (1) On an application made in respect of a company that is a financial institution by the commission, or made in respect of a company, including a company that is a financial institution, by the company, a shareholder of the company, a beneficial owner of a share of the company, a director of the company or any other person, including a creditor of the company, whom the court considers to be an appropriate person to make the application, the court may order that the company be liquidated and dissolved if

(a) an event occurs on the occurrence of which the memorandum or the articles of the company provide that the company is to be liquidated and dissolved, or

(b) the court otherwise considers it just and equitable to do so.

(2) Nothing in subsection (1) prevents the court from requiring that security for costs be provided by a person bringing an application under that subsection.

(3) If the court considers that an applicant for an order referred to in subsection (1) (b) is a person who is entitled to relief either by liquidating and dissolving the company or under section 227, the court may do one of the following:

(a) make an order that the company be liquidated and dissolved;

(b) make any order under section 227 (3) it considers appropriate.

(4) If the court orders under this Act that a company be liquidated and dissolved, the court must, in its order, appoint one or more liquidators.

(5) An appointment of a liquidator under subsection (4) takes effect on the commencement of the liquidation.

Court orders respecting liquidations

325  (1) An application to the court in respect of a company in liquidation may be made under this section by the company, a shareholder of the company or a beneficial owner of a share of the company, a director of the company or any other person, including a creditor or liquidator of the company, whom the court considers to be an appropriate person to make the application.

(2) Nothing in subsection (1) prevents the court from requiring that security for costs be provided by a person bringing an application under that subsection.

(3) On an application made in respect of a company in liquidation, the court may, in respect of that company, make any order it considers appropriate, including any of the following orders:

(a) an order appointing one or more liquidators, with or without security;

(b) an order setting the remuneration of a liquidator;

(c) an order replacing or removing a liquidator;

(d) an order appointing auditors or inspectors for any purpose, including for the purpose of auditing or examining those of the records of the liquidator, and those of the records in the custody or control of the liquidator, that the court considers appropriate;

(e) an order specifying the powers of, setting the remuneration of and removing or replacing auditors or inspectors;

(f) an order determining the notice to be given to any interested person, or dispensing with notice to any person, in relation to any application to court under this section;

(g) an order that a meeting of some or all of the shareholders or creditors of the company be called, held and conducted in the manner and for the purposes the court considers appropriate;

(h) an order determining the validity of any claims made against the company;

(i) an order restraining the directors and officers of the company from doing any or all of the following except as permitted by the court:

(i)   exercising any or all of their powers;

(ii)   collecting or receiving any debt owed to the company or any other assets of the company;

(iii)   paying out or transferring any money or other assets of the company;

(j) an order determining and enforcing the duty or liability of any past or present director, officer, receiver, receiver manager, liquidator, shareholder or beneficial owner of shares of the company

(i)   to the company, or

(ii)   for an obligation of the company;

(k) an order that there be an examination into the conduct of any person who has taken part in the formation or promotion of the company, or of any past or present director, officer, receiver, receiver manager, liquidator, shareholder or beneficial owner of shares of the company, if it appears that that person has misapplied, retained or become liable or accountable for any property, rights or interests of, or has been guilty of any breach of trust in relation to, the company;

(l) an order that a person referred to in paragraph (k) of this subsection do one or both of the following, whether or not the conduct complained of is conduct for which the person may be liable to prosecution:

(i)   repay or restore all or any part of the property, rights and interests that the person misapplied or retained, or for which the person is liable or accountable, with interest at the rate the court considers appropriate;

(ii)   contribute the sum that the court considers appropriate to the assets of the company by way of compensation for the conduct complained of;

(m) an order

(i)   approving the payment, satisfaction or compromise of any or all of the liabilities of the company and the retention of assets for that purpose, or

(ii)   determining the adequacy of provisions for the payment or discharge of the liabilities of the company;

(n) an order permitting the disposal or destruction of

(i)   records of the company, or

(ii)   records retained by the liquidator under section 333 (1);

(o) an order giving directions on any matter arising in a liquidation;

(p) an order to confirm, reverse or modify any act or decision of a liquidator;

(q) if it appears to the court that a liquidator has not faithfully performed the liquidator's duties, an order requiring that whatever action the court considers appropriate be taken;

(r) despite any other provision of this Part, an order imposing restrictions on the rights, powers and duties of a liquidator, either generally or with respect to certain matters;

(s) an order discharging, on terms and conditions the court considers appropriate, a liquidator who has resigned or has been removed as liquidator;

(t) subject to the obligation of the liquidator under section 330 (m) to pay or provide for the company's liabilities and the costs, charges and expenses incurred in the liquidation, an order approving any proposed interim or final distribution in money or other assets to shareholders;

(u) an order respecting liabilities due to creditors of the company, or money or other assets due to shareholders of the company, whose whereabouts are unknown;

(v) an order, on the terms and conditions the court considers appropriate, continuing, or staying or discontinuing, the liquidation;

(w) if an order is made staying or discontinuing the liquidation under paragraph (v) of this subsection, an order that the liquidator restore to the company all of the company's remaining property, rights and interests.

(4) If an order is made under subsection (3) (v), the liquidator must file with the registrar a copy of the entered order promptly after the making of the order.

Remuneration of liquidator appointed by court

326  The court must set the remuneration of any liquidator it appoints.

Division 5 — Liquidators

Qualifications of liquidators

327  (1) A person not qualified to act as a receiver or receiver manager under section 64 (2) of the Personal Property Security Act is not qualified to become or act as a liquidator, except that, with the consent in writing of all the shareholders of a company, a person referred to in section 64 (2) (e) of the Personal Property Security Act who is licensed as a trustee under the Bankruptcy and Insolvency Act (Canada) is qualified to become and act as a liquidator for the company.

(2) A person who has been appointed as a liquidator under this Act and who is not, or who ceases to be, qualified to act as a liquidator must,

(a) in a voluntary liquidation under Division 3, promptly resign as liquidator, or

(b) in a liquidation by court order under this Act, seek directions from the court on notice to the person on whose application the liquidator was appointed.

Validity of acts of liquidators

328  No act of a person who is appointed as a liquidator under this Act is invalid merely because of a defect in the liquidator's appointment or qualifications.

Filing of notices

329  (1) A liquidator appointed under this Act must file with the registrar,

(a) within 10 days after the commencement of the liquidation, if the liquidator's appointment is not reflected in a statement of intent to liquidate filed with the registrar under section 321, a notice of appointment of liquidator in the form established by the registrar,

(b) in the case of a liquidator who is appointed after the commencement of the liquidation, promptly after being appointed, a notice of appointment of liquidator in the form established by the registrar,

(c) within 7 days after any change in the mailing address or delivery address of the liquidator or the liquidation records office, a notice of change of address of liquidator in the form established by the registrar, and

(d) within 7 days after resigning, being removed as liquidator or ceasing to act for any other reason, a notice of ceasing to act as liquidator in the form established by the registrar.

(2) A notice of appointment of liquidator filed with the registrar under subsection (1) (a) or (b) of this section must include

(a) the full name, the mailing address and the delivery address of the liquidator, and

(b) the mailing address and the delivery address of the liquidation records office.

Duties of liquidators

330  A liquidator must

(a) promptly after the commencement of the liquidation, comply with section 331,

(b) take into the liquidator's custody or control the property, rights and interests of the company, including, without limitation,

(i)   the records that the company is required to keep under section 42, and

(ii)   the other records of the company,

(c) ensure that the records referred to in paragraph (b) (i) of this subsection are maintained and made available in accordance with Division 5 of Part 2,

(c.1) without limiting paragraph (c), if the records that the company is required to keep at its records office have been physically transferred to a new location, promptly after that change occurs, file with the registrar a notice of change of address, in the form established by the registrar, to transfer the location of the records office to that new location, and section 35 (3) applies,

(d) subject to this Part, use the liquidator's own discretion in realizing the assets of the company or distributing those assets among the creditors and shareholders of the company,

(e) keep proper records of all matters relating to the liquidation, including accounts of the money of the company received and paid out by the liquidator,

(f) include, on each invoice, order for goods and business letter issued by or on behalf of the liquidator or on which the name of the company appears, a statement that the company is in liquidation,

(g) use the designation of liquidator of the company on any record issued by or on behalf of the liquidator in relation to the company and on which the name of the liquidator appears,

(h) until money held by the liquidator is required for distribution to creditors and shareholders, invest that money as permitted under the provisions of the Trustee Act respecting the investment of trust property by a trustee, or place that money on deposit in an interest bearing account with any savings institution, and add to the assets of the company any dividends or interest received from that money,

(i) if at any time the liquidator determines that the company is unable to pay or provide for the discharge of its liabilities, promptly apply to the court to

(i)   stay any proceedings taken under this Part, and

(ii)   seek directions,

(j) if the business of the company is carried on under section 334 (1) (c) (iii) or 340 (2), produce at least once in every 12 month period after the liquidator's appointment, or more or less often as the court may order, financial statements of the company in the form required by the court or, if and to the extent that there are no court requirements, financial statements considered by the liquidator to be appropriate,

(k) annually, within 2 months after each anniversary of the date of the recognition of the company, file with the registrar, instead of an annual report for the company under section 51, a liquidation report in the form established by the registrar containing information that is current to the most recent anniversary,

(l) dispose of the assets of the company, other than assets that are to be distributed in kind to the company's shareholders, and pay or make provision for all of the company's liabilities, and

(m) after publishing and sending the notices required under section 331, and after paying or providing for, in the manner contemplated by this Part, all of the company's liabilities, including the remuneration, if any, of the liquidator and all of the other costs, charges and expenses properly incurred and to be incurred in relation to the liquidation, distribute the company's remaining assets, either in money or in kind, among the company's shareholders according to their rights and interests in the company.

Notice to creditors

331  (1) A liquidator must

(a) publish a notice that complies with subsection (2) in

(i)   the Gazette, and

(ii)   a newspaper that is distributed generally in the place where the company has its registered office, and

(b) promptly after that, send a notice that complies with subsection (3) to the last known address of each creditor known to the liquidator.

(2) The notice published under subsection (1) (a) must disclose that the company is in liquidation and must require

(a) any person indebted to the company to render an account of the amount owing and to pay that amount to the liquidator at the time and place specified by the notice,

(b) any person having custody or control of any property, rights or interests of the company to

(i)   notify the liquidator of that custody or control in the manner and at the time and place specified by the notice, and

(ii)   deliver the property, rights or interests to the liquidator, or provide control to the liquidator over the property, rights or interests, in the manner and at the time and place specified or to be specified by the liquidator, and

(c) any person having a claim against the company to provide particulars of the claim in writing to the liquidator within 2 months after the date of publication of the notice in the Gazette.

(3) Each notice sent under subsection (1) (b) must disclose that the company is in liquidation and must include

(a) a statement that the liquidator will, on request and without charge, send to the person to whom the notice is sent, a list of all of the company's known creditors and the amounts that the liquidator has accepted as the amounts that are owed by the company to each of those creditors,

(b) a statement of the amount, if any, that the liquidator, in good faith, accepts is owing by the company to the person to whom the notice is sent,

(c) the date on which the notice referred to in subsection (1) (a) (i) was published in the Gazette, and

(d) a statement that the person to whom the notice is sent may not pursue any claim for any money owed by the company that is in excess of the amount referred to in paragraph (b) of this subsection unless, within 4 months after the date on which the notice referred to in subsection (1) (a) (i) was published in the Gazette, that person

(i)   satisfies the liquidator that a greater amount is owing, or

(ii)   disputes the amount referred to in paragraph (b) of this subsection in accordance with section 332 (2) (a) (ii) or otherwise satisfies the court that a greater amount is owing.

(4) If, within 2 months after the date on which the notice referred to in subsection (1) (a) (i) of this section was published in the Gazette, the liquidator receives written notice of a person's claim against the company or otherwise becomes aware of a claim in respect of which the liquidator has not sent a notice under subsection (1) (b), the liquidator must promptly send to the creditor a notice that complies with subsection (3).

Limitations on claimants

332  (1) A person must not, before or after the dissolution of a company that is in liquidation, claim against the company or against its liquidator unless

(a) the liquidator sends a notice to that person under section 331 (1) (b) or (4),

(b) the person, within 2 months after the date on which the notice referred to in section 331 (1) (a) (i) was published in the Gazette, provides written notice to the liquidator of the person's claim against the company, and the liquidator refuses or neglects to send to the person a notice in accordance with section 331 (4),

(c) the liquidator knows or ought to know that the person is a person to whom a notice ought to have been sent under section 331 (1) (b) or (4) and the liquidator refuses or neglects to send the person that notice, or

(d) the court orders otherwise.

(2) A person to whom the liquidator sends a notice under section 331 (1) (b) or (4) must not, before or after the dissolution of the company in liquidation, claim against the company or its liquidator an amount greater than the amount specified by the notice unless

(a) within 4 months after the date on which the notice referred to in section 331 (1) (a) (i) was published in the Gazette,

(i)   the person satisfies the liquidator that a greater amount is owing, or

(ii)   the person brings a legal proceeding to dispute the specified amount, or

(b) the court orders otherwise.

Liquidation records office

333  (1) A liquidator of a company must establish a liquidation records office at which the liquidator must retain the following records:

(a) a copy of any entered court order, and of any other order or decision made in a legal proceeding, that affects the liquidation or dissolution or the liquidator in the liquidator's capacity as liquidator of the company;

(b) a copy of any notice or report filed with the registrar in relation to the company under section 329 (1) or 330 (k);

(c) all of the financial statements, if any, produced in relation to the company under section 330 (j);

(d) a copy of each notice sent by the liquidator in relation to the company under section 331 (1) (b) and (4);

(e) all of the accounts prepared by the liquidator in relation to the company under sections 338 (1) and 341 (1) (a).

(2) A liquidator must select as the liquidation records office an office in British Columbia that will permit access to be made to the records retained there during statutory business hours.

(3) Subject to subsection (2) of this section, the liquidator's office, the liquidation records office and the records office of the company being liquidated may, but need not, be located at the same place.

(4) Sections 352 (2) to (4) and 353 apply in relation to the records retained by the liquidator under subsection (1) of this section.

Powers of liquidators

334  (1) Subject to section 320 (1), if a liquidator is appointed under this Act,

(a) the liquidator has the powers to manage or supervise the management of the business and affairs of the company that were, before the appointment, held by the directors and officers of the company, and the powers of the directors and officers cease, except so far as the liquidator approves the continuation of them,

(b) the liquidator may exercise the powers of the company that are not required by this Act to be exercised by shareholders of the company, and

(c) the liquidator may, without limiting paragraphs (a) and (b) of this subsection,

(i)   retain lawyers, accountants, engineers, appraisers and other professional advisers,

(ii)   bring, defend or take part in any legal proceeding in the name of and on behalf of the company,

(iii)   carry on the business of the company if and to the extent that the liquidator considers it necessary or advisable to do so for the liquidation,

(iv)   sell by public auction or private sale any assets of the company,

(v)   do all acts and sign any records in the name of and on behalf of the company,

(vi)   borrow money on the security of the assets of the company,

(vii)   settle or compromise any claims by or against the company,

(viii)   do all other things necessary for the liquidation and distribution of the company's assets, and

(ix)   change one or both of the mailing address and delivery address of one or both of the company's registered office and records office by filing with the registrar a notice of change of address in the form established by the registrar, and section 35 (3) applies.

(2) A liquidator has the powers referred to in subsection (1) from the commencement of the liquidation until

(a) the liquidation is stayed or discontinued, or

(b) in the case of a liquidation conducted under Division 3,

(i)   the liquidation is stayed or discontinued, or

(ii)   the statement of intent to liquidate is withdrawn under section 323 (1).

Recovery of property by liquidators

335  (1) A past or present director, receiver, receiver manager, officer, employee, banker, auditor, shareholder, beneficial owner of shares or agent of a company that is in liquidation or of any of its affiliates must, on the request of a liquidator for the company,

(a) provide full disclosure, to the best of that person's knowledge and belief, of all of the property, rights and interests of the company or disposed of by the company, including how, to whom, for what consideration and when the company disposed of any part of the property, rights and interests, except any part disposed of in the ordinary course of business of the company, and

(b) deliver to the liquidator, or as the liquidator directs, all of the property, rights and interests of the company that are in that person's custody or control.

(2) If a liquidator believes that a person has property, rights or interests of the company in that person's custody or control, or that a person has concealed, withheld or misappropriated property, rights or interests of the company, the liquidator may apply to the court for an order requiring the person to

(a) restore the property, rights or interests to the company or pay to the liquidator compensation in respect of the concealment, withholding or misappropriation of the property, rights or interests, or

(b) appear before the court to be examined at the time and place designated in the order.

(3) The court may make any order it considers appropriate, including an order that a person restore to the liquidator property, rights or interests, or pay to the liquidator compensation in respect of property, rights or interests,

(a) on an application under subsection (2), or

(b) if an examination is ordered under subsection (2) (b) and that examination discloses that

(i)   the person has property, rights or interests of the company in that person's custody or control, or

(ii)   the person has concealed, withheld or misappropriated property, rights or interests of the company.

Right to distribution in money

336  (1) Without limiting any other rights, powers or duties of a liquidator, a liquidator for a company may

(a) exchange all or substantially all of the assets of the company for securities of another corporation that are to be distributed to the shareholders of the company, or

(b) distribute all or any of the assets of the company to the shareholders in kind.

(2) If, in the course of the liquidation of a company, the liquidator proposes to make an exchange or distribution referred to in subsection (1), a shareholder may apply to the court for an order requiring the distribution of the assets of the company to be in money.

(3) On an application under subsection (2), the court may make any order it considers appropriate, including an order that

(a) all the assets of the company be converted into and distributed in money, or

(b) the claim of any shareholder applying under this section be satisfied by a distribution in money.

(4) On or after the making of an order under subsection (3) (b), the court may, on the application of the liquidator or the shareholder, determine the amount of money to which the shareholder is entitled in respect of the shareholder's claim.

Provision for unpaid debts and undelivered assets

337  (1) In this section, "administrator" has the same meaning as in the Unclaimed Property Act.

(1.1) If the whereabouts of a creditor of a company is unknown, the liquidator of the company must, before making the distribution required by section 330 (m), make payment, in accordance with subsection (2) of this section, of the amount of the liability that the liquidator has, in good faith, determined is due to that creditor.

(2) The liquidator referred to in subsection (1.1) must, after making reasonable efforts to determine the whereabouts of the creditor,

(a) pay, in accordance with an order of the court under section 325 (3) (u), the amount of the liability that the liquidator has, in good faith, determined is due to the creditor, or

(b) if no order has been made under section 325 (3) (u) and the liability has remained unpaid for at least 6 months after the date it became payable, pay the amount of the liability to the administrator, and include a statement showing,

(i)   to the fullest extent known to the liquidator, the name of the creditor, and

(ii)   the last known address of the creditor.

(3) If the whereabouts of a shareholder of a company is unknown, the liquidator of the company must, before making the distribution required by section 330 (m),

(a) make payment, in accordance with subsection (4) of this section, of the money that the liquidator has, in good faith, determined is due to that shareholder, or

(b) deliver, in accordance with subsection (4), any other assets that the liquidator has, in good faith, determined are due to that shareholder.

(4) The liquidator referred to in subsection (3) must, after making reasonable efforts to determine the whereabouts of the shareholder,

(a) pay or deliver, in accordance with an order of the court under section 325 (3) (u), the money or other assets that the liquidator has, in good faith, determined are due to the shareholder, or

(b) if no order has been made under section 325 (3) (u) and the money or other assets have remained unclaimed or undistributed for at least 6 months after the date the money or assets became payable or deliverable, pay the money or deliver the assets to the administrator, and include a statement showing,

(i)   to the fullest extent known to the liquidator, the name of the shareholder, and

(ii)   the last known address of the shareholder.

(5) The administrator must, after receipt of the money or other assets referred to in this section, send a receipt to the liquidator.

(6) A liquidator who has complied with subsection (2) (a) or (4) (a) or who has been sent a receipt under subsection (5) is discharged from

(a) any liability for the money or other assets so paid or delivered, and

(b) any claims in respect of the money or other assets so paid or delivered that might be made by or on behalf of the persons entitled to the money or other assets.

(7) The administrator may realize any assets delivered to the administrator under this section and any money received or realized under this section is deemed to be an unclaimed money deposit under the Unclaimed Property Act.

Obligation to prepare accounts

338  (1) A liquidator must prepare accounts of the liquidation showing how it has been conducted and how the assets of the company have been disposed of, including accounting for the income, payments to creditors, provision for creditors and distributions to shareholders in the period covered by the account,

(a) once in every 12 month period after the liquidator's appointment, but at least one accounting must be made before effecting payment of or making provision for the liabilities referred to in section 330 (m),

(b) promptly after effecting payment of or making provision for the liabilities referred to in section 330 (m) but before making the distribution to shareholders required by that section, and

(c) at any other times ordered by the court or, in the case of a liquidation under Division 3, at any other times ordered by the court and at any other times that the shareholders may, by an ordinary resolution, direct.

(2) The accounts prepared under subsection (1) of this section must be deposited in the liquidation records office promptly after their preparation.

Limitations on liability

339  A liquidator is not liable in respect of any act done in the administration of the affairs of the company or otherwise done by that person in the person's capacity as liquidator if, in doing the act, the liquidator relies, in good faith, on

(a) financial statements of the company represented to the liquidator by a director or officer of the company or in a written report of the auditor of the company to fairly reflect the financial position of the company,

(b) a written report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by that person,

(c) a statement of fact represented to the liquidator by a director or officer of the company to be correct, or

(d) any record, information or representation that the court considers provides reasonable grounds for the actions of the liquidator, whether or not

(i)   the record was forged, fraudulently made or inaccurate, or

(ii)   the information or representation was fraudulently made or inaccurate.

Division 6 — Corporate Status before Dissolution

Capacity of companies in liquidation

340  (1) Subject to subsection (2), until a company in liquidation is dissolved, the corporate status and the powers and capacity of the company continue.

(2) A company in liquidation must, from the commencement of the liquidation, refrain from carrying on its business except to the extent that the liquidator considers necessary or advisable for the liquidation.

Division 7 — Proceedings for Dissolution

Completion of liquidation

341  (1) Within 3 months after making the distribution to shareholders required by section 330 (m), a liquidator must

(a) prepare the final accounts of the liquidation showing how it has been conducted and how the assets of the company have been disposed of,

(b) deposit those final accounts in the liquidation records office, and

(c) send to each shareholder of the company a notice

(i)   setting out the mailing address and the delivery address of the liquidation records office,

(ii)   stating that the final accounts have been prepared and deposited in the liquidation records office,

(iii)   stating that the final accounts will be open for inspection at the liquidation records office during statutory business hours for a period of at least 3 months after the date of the notice, and

(iv)   stating that a shareholder of the company is entitled, on making a request within the 3 month period and without charge, to receive a copy of the final accounts from the liquidator.

(2) A liquidator must ensure that the final accounts referred to in subsection (1) (a) of this section are retained at the liquidation records office for at least 3 months after the date of the notice and must, without charge,

(a) permit each shareholder to inspect the final accounts during statutory business hours within the 3 month period, and

(b) send, to each shareholder who requests it within the 3 month period, promptly after the liquidator's receipt of the request, a copy of the final accounts.

(3) The liquidator must not apply for dissolution of the company under section 343 until the expiry of the 3 month period referred to in subsection (2) of this section.

Court approval of dissolution in court ordered liquidations

342  (1) In addition to complying with the obligations imposed under section 341, a liquidator appointed by the court must, before applying for dissolution of the company, obtain an order of the court approving that dissolution.

(2) An application to court under subsection (1) of this section for an order approving a dissolution must include the final accounts of the liquidation prepared under section 341 (1) (a).

(3) On an application for an order under subsection (1) of this section, the court may make any order it considers appropriate and may, without limiting this, make an order

(a) approving the dissolution,

(b) respecting the custody or disposal of records referred to in section 351 (1) (a), and

(c) that the liquidator be discharged effective on the dissolution of the company, or at any other time ordered by the court, and, if the liquidator is discharged under this paragraph, section 350 (3) and (4) applies.

Application for dissolution

343  (1) Promptly after expiry of the 3 month period referred to in section 341 (2), and, in the case of a liquidator appointed by the court, after complying with section 342, the liquidator must file with the registrar an application for dissolution, in the form established by the registrar, containing a statement of the liquidator that

(a) the final accounts referred to in section 341 (1) (a) have been prepared and have been deposited in the liquidation records office, and

(b) in the case of a liquidator appointed by the court, a copy of the entered order referred to in section 342 (3) (a) has been deposited in the liquidation records office.

(2) Subject to section 323 (1), unless the date of dissolution is deferred under subsection (3) of this section, a company for which a liquidator had been appointed is dissolved,

(a) if the appointment of the liquidator was made by the court, on the date and time that the application for dissolution is filed with the registrar or, subject to section 410, if the application for dissolution specifies a date, or a date and time, on which the dissolution is to take effect that is later than the date and time on which the application for dissolution is filed with the registrar, on the specified date and time or, if no time is specified, at the beginning of the specified date, or

(b) in any other case, on the beginning of the day that is one month after the date on which the application for dissolution is filed with the registrar.

(3) Subject to subsection (4) of this section, on the application of the liquidator or any person mentioned in section 324 (1), the court may make an order

(a) deferring the date of dissolution to a new date, or

(b) deferring the dissolution generally until a new application for dissolution is filed.

(4) No order made under subsection (3) of this section is effective unless a copy of that entered order is filed with the registrar before the company is dissolved.

(5) If an order is made under subsection (3) (a) and is filed with the registrar before the company is dissolved, the company is dissolved on the beginning of the new date specified by that order.

Division 8 — Effect of Dissolution

Effect of dissolution

344  (1) Subject to sections 346 and 347, when a company is dissolved under this Part or under section 422 or 423, the company ceases to exist for any purpose.

(2) If, when a company is dissolved, the company has an asset that has not yet been distributed, the asset vests in the government unless

(a) the asset is one in which the company is a joint tenant, in which case the asset vests in the other joint tenant on dissolution, or

(b) the asset is land located in British Columbia, in which case the asset is, subject to paragraph (a) of this subsection, deemed to escheat to the government under section 4 of the Escheat Act.

Certificates of dissolution

345  After a company is dissolved under this Part, the registrar must

(a) issue a certificate of dissolution showing the date and time on which the company is dissolved,

(b) furnish a copy of the certificate of dissolution to each liquidator for the company or, if there is no liquidator for the company, furnish a copy of the certificate of dissolution to

(i)   the person who, under section 351, is required to retain the records of the company, and

(ii)   the person who submitted the application for dissolution on behalf of the company, and

(c) publish in the prescribed manner a notice that the company has been dissolved.

Dissolved companies deemed to continue for litigation purposes

346  (1) Despite the dissolution of a company under this Act,

(a) a legal proceeding commenced by or against the company before its dissolution may be continued as if the company had not been dissolved, and

(b) a legal proceeding may be brought against the company within 2 years after its dissolution as if the company had not been dissolved.

(2) Unless the court orders otherwise, records related to a legal proceeding referred to in subsection (1) may be

(a) delivered to the company at its address for delivery in the legal proceeding, or

(b) if the company does not have an address for delivery in the legal proceeding, served on the company

(i)   by personal service of those records on any individual who was a director or senior officer of the company immediately before the company was dissolved, or

(ii)   in the manner ordered by the court.

Liabilities survive

347  Subject to sections 348 (2) and (4) and 350 (3), the liability of each director, officer, shareholder and liquidator of a company that is dissolved continues and may be enforced as if the company had not been dissolved.

Liability of shareholders of dissolved companies

348  (1) If it appears to the court in a legal proceeding referred to in section 346 (1) that some or all of a company's assets were distributed, in anticipation of, during or as a result of the company's liquidation or dissolution, to one or more persons who were shareholders of the company, the court may, subject to subsections (2) and (4) of this section,

(a) add those persons as parties to the legal proceeding,

(b) determine, for each of those parties, the amount for which that party is liable and the amount that that party must contribute towards satisfaction of the plaintiff's claim, and

(c) direct payment of the amounts so determined.

(2) A shareholder is not liable under subsection (1) unless the shareholder is added as a party within 2 years after the date on which the company is dissolved.

(3) If a judgment is obtained in a legal proceeding against a dissolved company before or after its dissolution and it appears that some or all of the company's assets were distributed, in anticipation of, during or as a result of the company's liquidation or dissolution, to a person who was a shareholder of the company,

(a) the judgment creditor may, within 2 years after the date on which the company is dissolved, bring a legal proceeding against the shareholder to enforce the liability referred to in paragraph (b) of this subsection, and

(b) the shareholder is liable to the judgment creditor if the court is satisfied that

(i)   the person was a shareholder of the company at the time of the distribution,

(ii)   some or all of the company's assets were distributed to the shareholder in anticipation of, during or as a result of the company's liquidation or dissolution,

(iii)   the shareholder has had an opportunity to raise any reasonable defences to the judgment creditor's claim against the company that were not considered in a trial or summary trial in the legal proceeding in which judgment against the company was obtained, and

(iv)   the amount is justly due and owing by the company to the judgment creditor.

(4) The liability of a shareholder under subsection (1) or (3) continues despite the dissolution of the company but is limited to the value that the assets received by the shareholder on that distribution had on the date of that distribution.

Dissolved company's assets available to judgment creditors

349  (1) In this section, "dissolved company's assets" means, in respect of a company that has been dissolved, the assets, other than land in British Columbia, that were owned by it before its dissolution, that vested in the government and that were received by the government, and includes

(a) money, and

(b) any money realized by the government from the disposition of those assets.

(2) If a judgment is obtained in a legal proceeding against a dissolved company before or after its dissolution, the person who obtained the judgment may, within 2 years after the date on which the company is dissolved, apply to the minister for recovery against the dissolved company's assets.

(3) If the minister is satisfied that the applicant under subsection (2) is entitled to recover some or all of the dissolved company's assets in satisfaction of a judgment referred to in that subsection, the minister may,

(a) if the dissolved company's assets have not yet been disposed of, provide those assets to the sheriff who may realize on those assets in accordance with the Court Order Enforcement Act, or

(b) in any other case, pay out of the consolidated revenue fund, without an appropriation other than this section, the lesser of

(i)   the amount of money that the applicant is entitled to recover out of the dissolved company's assets, and

(ii)   the amount of money realized by the government from the disposition of those assets less the government's costs of obtaining, maintaining and disposing of those assets.

(4) If assets are provided to the sheriff under subsection (3) (a), the sheriff must apply the money realized from the disposition of those assets firstly in payment of the government's costs of obtaining, maintaining and disposing of those assets, and secondly in accordance with the scheme for payment under the Court Order Enforcement Act.

Division 9 — Discharge of Liquidators of Dissolved Companies

Discharge of liquidator by court order

350  (1) After a company has been dissolved, a liquidator for the company who has not been discharged under section 342 (3) (c) may make application to the court to be discharged as liquidator.

(2) An application under subsection (1) of this section must include the final accounts of the liquidation prepared under section 341 (1) (a).

(3) Subject to subsection (4) of this section, an order of the court discharging a liquidator of a company under this section discharges the liquidator from all liability in respect of any act done or default made by the liquidator in the administration of the affairs of the company or otherwise done by that person in the person's capacity as liquidator of the company.

(4) An order discharging a liquidator under this section

(a) does not, except to the extent that the order expressly provides otherwise, relieve the liquidator from any obligation imposed on the liquidator by section 351, and

(b) may be revoked on proof that it was obtained by fraud, or by suppression or concealment of any material fact.

Division 10 — Records of Dissolved Companies

Custody of records

351  (1) In this section, "dissolved company's records" means, in relation to a company that is dissolved under this Act,

(a) if a liquidator was appointed for the company,

(i)   the records that the company was required to keep under section 42, and

(ii)   the records referred to in section 333 (1), and

(b) in any other case, the records that the company was, immediately before its dissolution, required to keep under section 42.

(2) The following person must, for the prescribed period or until the expiration of any shorter period that may be ordered by the court, retain in British Columbia and produce, in accordance with this Division, a dissolved company's records:

(a) subject to paragraph (c) of this subsection, if a liquidator was not appointed for the company,

(i)   the person who was shown in the application for dissolution as having custody of those records, or

(ii)   if there was no application for dissolution, the person who had custody of the records at the time of dissolution;

(b) subject to paragraph (c), if one or more liquidators were appointed for the company, the liquidator who was shown in the application for dissolution as having custody of those records;

(c) any other person ordered by the court.

(3) The person who is required under subsection (2) to retain and produce a dissolved company's records must promptly file the following records with the registrar as applicable:

(a) [Repealed 2004-62-25.]

(b) if the location of the dissolved company's records changes, a notice of change respecting dissolved company's records, in the form established by the registrar, setting out the new location of those records;

(c) if, as a result of a court order under subsection (2) (c), the identity of the person having custody of the dissolved company's records changes, a notice of change respecting dissolved company's records in the form established by the registrar and a copy of the entered order by which that change is effected;

(d) if the period within which the dissolved company's records must be retained is reduced under subsection (2), a notice of change respecting dissolved company's records in the form established by the registrar and a copy of the entered order by which that reduction is effected.

(4) The dissolved company's records must be retained in a prescribed form.

Entitlement to inspect records of dissolved companies

352  (1) Subject to subsection (4), the person who, under section 351, is required to retain and produce the records of a dissolved company that the company was required to keep under section 42 must, if and to the extent requested to do so by a person who was, before the dissolution, entitled to inspect any of those records, and on payment of the fee, if any, set for that purpose by the person who is required to retain and produce the records, which fee must not exceed the prescribed fee,

(a) allow the requesting person to inspect that record during statutory business hours, and

(b) promptly provide to that person, in accordance with subsection (3) of this section, a copy of that record.

(2) Subject to subsection (4), the person who is, under section 351, required to retain and produce the records referred to in section 333 (1) must, if and to the extent requested to do so by any person, and on payment of the fee, if any, set for that purpose by the person who is required to retain and produce the records, which fee must not exceed the prescribed fee,

(a) allow the requesting person to inspect any of those records during statutory business hours, and

(b) promptly provide to that person, in accordance with subsection (3) of this section, a copy of any of those records.

(3) A copy of a record referred to in subsection (1) (b) or (2) (b) must be provided in the manner agreed by the parties or, in the absence of such an agreement,

(a) must, if the person seeking to obtain the copy so requests, be provided by mailing it to that person, or

(b) may, in any other case, be provided to that person by making it available for pick-up at the office at which the record is kept.

(4) The person who is required to retain and produce the records referred to in subsection (1) or (2) may impose restrictions on the times during which a person may, under this section, inspect those records, but those restrictions must permit inspection of those records during the times set out in the regulations.

Remedies on denial of access to or copies of records of dissolved companies

353  Section 50 applies if a person who is entitled to inspect or receive a copy of a record referred to in this Division is not given access to or provided with a copy of that record, and, for that purpose, a reference in section 50 to a company is deemed to be a reference to the person who, under section 351 (2), is required to retain and produce the records of the dissolved company.

Division 11 — Restoration and Reinstatement

Definitions and interpretation

354  (1) In this Division:

"full restoration" means a restoration of a company that is not a limited restoration;

"limited restoration" means a restoration of a company that is for a limited period under section 359 (1) or 361 (1).

(2) In this Division, a person is related

(a) to a company that has been dissolved, if

(i)   the person was, at the time of the dissolution, a director, officer or shareholder of the company,

(ii)   the person is the heir or personal or other legal representative of a person who was, at the time of the dissolution, a shareholder of the company, or

(iii)   in the case of an application under section 360 (2) (a) or 361 (2) (a), the person is a person referred to in subparagraph (i) or (ii), as the case may be, or is ordered by the court to be an appropriate person to make the application, or

(b) to a foreign entity that has had its registration as an extraprovincial company cancelled, if, at the time an application is made under this Division for the reinstatement of that registration, the person is,

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

(ii)   in the case of any other foreign entity, the foreign entity or a director, officer or shareholder of the foreign entity.

Pre-requisites to application

355  (1) If, for any reason, a company has been dissolved, an application for restoration under this Division may be made,

(a) in the case of an application for the restoration of an unlimited liability company, to the court, or

(b) in any other case, to the registrar or to the court.

(2) Before submitting an application to the registrar for filing under section 356 or before making an application to the court under section 360, the applicant must

(a) publish in the Gazette notice of the application,

(b) mail notice of the application to the last address shown in the corporate register as the address or mailing address, as the case may be, of the registered office of the company, and

(c) reserve a name under section 22 for the company unless the company is to be restored with the name created by adding "B.C. Ltd." or, if the company is a community contribution company, "B.C. Community Contribution Company Ltd." or, in the case of an unlimited liability company, "B.C. Unlimited Liability Company" after the incorporation number of the company.

Applications to the registrar for restoration

356  (1) A person may apply to the registrar to restore a company.

(2) An application may be made under subsection (1)

(a) for a full restoration, by a related person, or

(b) for a limited restoration, by any person.

(3) In order to apply for restoration under this section, an applicant must provide to the registrar the records and information the registrar may require and must submit to the registrar for filing

(a) a restoration application in the form established by the registrar, and

(b) any other records the registrar may require.

(4) An application to the registrar under subsection (1)

(a) must, if the dissolution of the company occurred before the coming into force of this Act, be made within 10 years after the dissolution, or

(b) may, in any other case, be made at any time.

Contents of application to the registrar for restoration

357  A restoration application under section 356 must contain the following:

(a) the date on which the notice required under section 355 (2) (a) was published in the Gazette;

(b) the date on which the notice required under section 355 (2) (b) was mailed in accordance with that subsection;

(c) the name reserved for the company and the reservation number given for it, or a statement that the name by which the company is to be restored is the name created by adding "B.C. Ltd." or, if the company is a community contribution company, "B.C. Community Contribution Company Ltd." after the incorporation number of the company;

(d) any translation of the company's name, set out in the prescribed manner, that the company intends to use outside Canada;

(e) if the application is for a full restoration of the company,

(i)   a statement that the applicant is related to the company and the nature of the person's relationship with the company,

(ii)   the mailing address and the delivery address of the office proposed as the registered office of the restored company, and

(iii)   for the records office of the restored company, the mailing address and the delivery address of the office at which the dissolved company's records, within the meaning of section 351, are being kept or, if those records are not available, a statement to that effect and the mailing address and the delivery address of the office proposed as the records office of the restored company.

Registrar must restore

358  (1) Subject to section 363, unless the court orders otherwise in an entered order of which a copy has been filed with the registrar, after a restoration application under section 356 is filed with the registrar, the registrar must, on any terms and conditions the registrar considers appropriate, restore the company.

(2) Subject to section 368, unless the court orders otherwise, a restoration under subsection (1) of this section is without prejudice to the rights acquired by persons before the restoration.

Limited restoration by registrar

359  (1) Subject to section 361 (2) and subsection (2) of this section, if a restoration under section 358 is for a limited period, the restored company is dissolved on the expiration of the limited period of restoration.

(2) If a restoration under section 358 is a limited restoration, the registrar may, on an application filed with the registrar within the limited period of restoration,

(a) if the application is made by a related person, convert the limited restoration into a full restoration, or

(b) on an application made by any person, extend the period to any later date that the registrar considers appropriate, in which case the restored company is dissolved on the expiration of the extended period.

(3) An applicant under subsection (2) (a) of this section must comply with sections 355 (2) (a) and (b), 356 (3) and 357 (a), (b) and (e).

(4) After a company is dissolved under this section, the registrar must publish in the prescribed manner notice that the company has been dissolved.

Applications to the court for restoration

360  (1) A person may apply to the court to restore a company.

(2) An application may be made under subsection (1)

(a) for a full restoration, by a related person, or

(b) for a limited restoration, by any person.

(3) An applicant must

(a) provide to the registrar notice of the application and a copy of any record filed in the court registry in support of it, and

(b) obtain the registrar's consent to the restoration.

(4) On an application under subsection (1), the applicant must provide to the court

(a) the information required under section 357 or, in the case of an unlimited liability company,

(i)   the information required under section 357 (a), (b), (d) and (e), and

(ii)   the name reserved for the company and the reservation number given for it, or a statement that the name by which the company is to be restored is the name created by adding "B.C. Unlimited Liability Company" after the incorporation number of the company,

(b) the registrar's consent to the restoration, including any terms and conditions that the registrar considers appropriate, and

(c) any other information and records required by the court.

(5) Subject to subsection (8), on an application under subsection (1), the court may, if it is satisfied that it is appropriate to restore the company, make an order, on the terms and conditions, if any, the court considers appropriate, that the company be restored.

(6) Without limiting subsection (5), in an order made under that subsection, the court may give directions and make provisions it considers appropriate for placing the company and every other person in the same position, as nearly as may be, as if the company had not been dissolved.

(7) Subject to section 368, unless the court orders otherwise, an order under subsection (5) of this section is without prejudice to the rights acquired by persons before the restoration.

(8) An order under subsection (5) must reflect any terms and conditions referred to in subsection (4) (b).

Limited restoration by court

361  (1) Subject to subsection (2), if a restoration ordered by the court under section 360 (5) is for a limited period, the restored company is dissolved on the expiration of the limited period of restoration.

(2) If a restoration under section 358 or 360 (5) is a limited restoration, the court may, on an application made in accordance with this section within the limited period of restoration,

(a) if the application is made by a related person, convert the limited restoration into a full restoration, or

(b) on an application made by any person, extend the period to any later date that the court considers appropriate, in which case the restored company is dissolved on the expiration of the extended period.

(3) An applicant under subsection (2) (a) of this section must

(a) comply with section 355 (2) (a) and (b),

(b) provide to the registrar notice of the application and a copy of any record filed in the court registry in support,

(c) obtain the registrar's consent to the conversion, and

(d) provide to the court

(i)   the information required under section 357 (a), (b) and (e),

(ii)   the registrar's consent to the conversion, including any terms and conditions that the registrar considers appropriate, and

(iii)   any other information and records required by the court.

(4) After a company is dissolved under this section, the registrar must publish in the prescribed manner notice that the company has been dissolved.

Filing of restoration application with the registrar

362  (1) Promptly after an order is made under section 360 or 361, the applicant must provide to the registrar the records and information the registrar may require and must file with the registrar

(a) a restoration application in the form established by the registrar, containing a statement that a copy of an entered court order has been obtained under section 360 (5) or 361 (2) (a) or (b), as the case may be, and

(b) any other records the registrar may require.

(2) Unless the court orders otherwise in an entered order of which a copy has been filed with the registrar, the registrar, after a restoration application is filed with the registrar under subsection (1) (a) of this section, must do whichever of the following is applicable:

(a) restore the company;

(b) extend the restoration;

(c) convert the limited restoration into a full restoration.

Restrictions on restoration

363  If a restoration is as a result of an application to the registrar under section 356, the registrar must not restore the company until 21 days after the later of

(a) the date shown in the restoration application as the date on which notice of the application was published in the Gazette in accordance with section 355 (2) (a), and

(b) the date shown in the restoration application as the date on which the applicant mailed the notice of the application in accordance with section 355 (2) (b).

Effect of restoration of company

364  (1) A company is restored under section 358 (1) or 362 (2) when the registrar alters the corporate register to reflect that restoration and, whether or not the requirements precedent and incidental to restoration have been complied with, a notation in the corporate register that a company has been restored is conclusive evidence for the purposes of this Act and for all other purposes that the company has been duly restored as of the date shown and the time, if any, shown in the corporate register.

(2) Unless the court orders otherwise, if there is a full restoration of a company,

(a) subject to section 366 (1), subsection (3) of this section and paragraph (b) of this subsection, the company is restored with the articles and with the notice of articles or memorandum, as the case may be, that it had immediately before its dissolution, but if the information included in the restoration application differs from the information contained in those articles or that notice of articles or memorandum, those articles or that notice of articles or memorandum is deemed, on the restoration, to be altered to reflect the new information, and

(b) the mailing addresses and delivery addresses of the registered office and records office for the company are the mailing addresses and delivery addresses respectively shown for them on the restoration application.

(3) Despite any other provision of this Division, sections 433 and 434 apply to a restored company if

(a) the company was, immediately before its dissolution, a reporting company within the meaning of the Company Act, 1996, other than a reporting issuer, a reporting issuer equivalent or a company within a prescribed class of corporations, and was dissolved before the coming into force of this Act, or

(b) the company was a pre-existing reporting company that had not, before its dissolution, complied with section 370 (1) (a) and (b) or 436 (1) (a) and (b).

(3.1) Despite any other provision of this Division, section 442.1 applies to a restored company if the company was, immediately before its dissolution, a pre-existing company that had not, before its dissolution, complied with section 370 (1) (a) and (b) or 436 (1) (a) and (b).

(4) A company that is restored is deemed to have continued in existence as if it had not been dissolved, and proceedings may be taken as might have been taken if the company had not been dissolved.

Reinstatement of registration of foreign entity as extraprovincial company

364.1  (1) If the registration of a foreign entity as an extraprovincial company has been cancelled, a related person may apply to the registrar to reinstate the registration of a foreign entity as an extraprovincial company, but if the application is for reinstatement for a limited period, any person may make the application.

(2) Before submitting an application to the registrar, the applicant must

(a) publish in the Gazette notice of the application,

(b) mail notice of the application to the last address shown in the corporate register as the address or mailing address, as the case may be, for an attorney for the extraprovincial company or, if none, to the address inside British Columbia that was the last address shown in the corporate register as the address or mailing address, as the case may be, for its head office, and

(c) reserve a name or assumed name under section 22 or 26, as the case may be, for the foreign entity, unless the foreign entity is a federal corporation.

(3) In order to apply for a reinstatement under this section, the applicant must provide to the registrar the records and information the registrar may require and must submit to the registrar for filing a reinstatement application in the form established by the registrar and any other records the registrar may require.

(4) Subject to subsection (5), a reinstatement application must contain the following:

(a) the date on which the notice required under subsection (2) (a) was published in the Gazette;

(b) the date on which the notice required under subsection (2) (b) was mailed in accordance with that subsection;

(c) the name or assumed name, as the case may be, reserved for the foreign entity and the reservation number given for it, or, in the case of a federal corporation, the name of that corporation;

(d) a statement that the applicant is related to the foreign entity and the nature of the person's relationship with the foreign entity;

(e) the mailing address and the delivery address of the office proposed as the head office of the foreign entity after reinstatement of its registration as an extraprovincial company, whether or not that head office is in British Columbia;

(f) for each of the attorneys, if any, that the foreign entity proposes to have after reinstatement of its registration as an extraprovincial company, a mailing address and a delivery address that comply with section 386 (3).

(5) If the application is for reinstatement for a limited period, the reinstatement application must contain the matters referred to in subsection (4) (a) to (c).

Registrar must reinstate

364.2  (1) Subject to section 364.4 and unless the court orders otherwise in an entered order of which a copy has been filed with the registrar, after a reinstatement application under section 364.1 is filed with the registrar, the registrar must, on any terms and conditions the registrar considers appropriate, reinstate the registration of the foreign entity as an extraprovincial company with the same registration number the foreign entity had before its registration as an extraprovincial company was cancelled.

(2) Unless the court orders otherwise, a reinstatement under subsection (1) is without prejudice to the rights acquired by persons before the reinstatement.

Limited reinstatement by registrar

364.3  (1) If a reinstatement under section 364.2 is for a limited period, the following apply:

(a) subject to paragraph (b), the reinstated registration of the foreign entity as an extraprovincial company is cancelled on the expiration of the limited period of reinstatement;

(b) on an application made by any person, the registrar may extend the period to any later date that the registrar considers appropriate, in which case the reinstated registration of the foreign entity as an extraprovincial company is cancelled on the expiration of the extended period.

(2) After the registration of a foreign entity as an extraprovincial company is cancelled under this section, the registrar must publish in the prescribed manner notice that the registration has been cancelled.

Restrictions on reinstatement

364.4  (1) The registrar must not reinstate the registration of the foreign entity as an extraprovincial company until 21 days after the later of

(a) the date shown in the reinstatement application as the date on which notice of the application was published in the Gazette in accordance with section 364.1 (2) (a), and

(b) the date shown in the reinstatement application as the date on which the applicant mailed the notice of the application in accordance with section 364.1 (2) (b).

(2) The registrar must not reinstate the registration of a foreign entity as an extraprovincial company under the same application made under section 364.1 unless the reservation of the name or assumed name included in that reinstatement application remains in effect at the date of the reinstatement or, if the reservation has expired, a new reservation of that same name or assumed name has been applied for and approved by the registrar.

(3) Subsection (2) does not apply to a federal corporation.

Effect of reinstatement of extraprovincial company

365  (1) The registration of a foreign entity as an extraprovincial company is reinstated when the registrar alters the corporate register to reflect the reinstatement and, whether or not the requirements precedent and incidental to reinstatement have been complied with, a notation in the corporate register that the registration of the foreign entity as an extraprovincial company has been reinstated is conclusive evidence for the purposes of this Act and for all other purposes that the registration of the foreign entity as an extraprovincial company has been duly reinstated as of the date shown and the time, if any, shown in the corporate register.

(2) The mailing addresses and the delivery addresses of the head office of the extraprovincial company, whether or not the head office is in British Columbia, and of the attorneys, if any, for the extraprovincial company are the mailing addresses and the delivery addresses respectively shown for them on the reinstatement application.

(2.1) The name under which the extraprovincial company is reinstated is the name that is included in the reinstatement application if a reservation of that name remains in effect at the date of the reinstatement or, if the reservation has expired, a new reservation of that same name or assumed name has been applied for and approved by the registrar.

(3) If a foreign entity has its registration as an extraprovincial company reinstated, the registration is deemed not to have been cancelled, and proceedings may be taken as might have been taken if that registration had not been cancelled.

Name on restoration

366  (1) A company that is restored has as its name on its restoration,

(a) the name shown for the company on the restoration application if a reservation of that name remains in effect at the date of the restoration, or

(b) in any other case, the name created by adding "B.C. Ltd." or, if the company is a community contribution company, "B.C. Community Contribution Company Ltd." or, in the case of an unlimited liability company, "B.C. Unlimited Liability Company" after the incorporation number of the company.

(2) [Repealed 2008-39-22.]

Registrar's duties after restoration or reinstatement

367  (1) After the restoration of a company or the reinstatement of the registration of a foreign entity as an extraprovincial company under this Division, the extension or conversion under section 359 or 361 of a limited restoration, or the extension of a reinstatement under section 364.3 (1) (b), the registrar must

(a) publish in the prescribed manner

(i)   notice of the restoration, reinstatement, extension or conversion, and

(ii)   notice of the date on which any limited period of restoration or reinstatement expires,

(b) issue a certificate of restoration or reinstatement in accordance with subsection (2) of this section and furnish

(i)   the certificate to the company or extraprovincial company, as the case may be, and

(ii)   a copy of the certificate to the applicant,

(c) if requested to do so, furnish a certified copy of the restoration application or reinstatement application to the company or extraprovincial company, and

(d) if requested to do so, furnish to the company a certified copy of the notice of articles, if any.

(2) A certificate of restoration must show the name of the company and the date and time of the restoration, or, in the case of a certificate of reinstatement, the name and any assumed name for the extraprovincial company and the date and time of the reinstatement, and,

(a) in the case of a limited restoration or reinstatement or the extension of a limited restoration or reinstatement, include the date on which the limited period of restoration or reinstatement expires, or

(b) in the case of a conversion of a limited restoration to a full restoration, include the date and time of the conversion.

Corporate assets to be returned to restored company

368  (1) If money or other assets of a company vested in the government as a result of the dissolution of the company, on the restoration of the company,

(a) any of the assets that vested in the government and that have not been disposed of by the government vest in the company without any deed, bill of sale or other record from the government or any action by the government, and

(b) the government must, subject to subsections (3) to (5),

(i)   in the case of assets that remain in the government's custody, return each of those assets to the company,

(ii)   in the case of assets that have been disposed of by the government, pay to the company, out of the consolidated revenue fund, the amount of money realized by the government from the disposition of those assets, and

(iii)   in the case of money vested in the government that has been received by the government, pay to the company, out of the consolidated revenue fund, the amount of that money.

(2) A payment under subsection (1) (b) may be made without any appropriation other than this Act.

(3) The government need not comply with subsection (1) (b) in relation to money or other assets paid or provided by the minister under section 349.

(4) The government need not comply with subsection (1) (b) unless and until it has been reimbursed, out of the money or other assets or otherwise, for its costs of

(a) obtaining, retaining, maintaining and disposing of the money and other assets, and

(b) paying the money, and returning the other assets, in accordance with that subsection.

(5) Subject to subsection (6), title to, or any interest in, land that has escheated to the government under section 4 of the Escheat Act is not, except as provided in section 4 of that Act, affected by a restoration of a company.

(6) Title to, or any interest in, water system property that

(a) has escheated to the government under section 4 of the Escheat Act, or

(b) has vested in the government under this Act

is not, except as provided in section 4.1 of the Escheat Act, affected by a restoration of a company.

Division 12 — Post-restoration Transition for Pre-existing Companies

Definition

369  In this Division, "pre-existing company" means a pre-existing company, within the meaning of section 1 (1), that

(a) had been dissolved,

(b) has been restored by a full restoration within the meaning of Division 11, and

(c) has not, before its dissolution or otherwise, complied with section 370 (1) (a) or 436 (1) (a).

Transition — restored pre-existing companies

370  (1) A pre-existing company must do the following within 12 months after the date of its restoration:

(a) file with the registrar a post-restoration transition application that complies with section 371 (2);

(b) alter its articles if and to the extent necessary to ensure that those articles comply with section 372 (3);

(c) supplement the information registered in its central securities register under section 111 (1) by registering in its central securities register

(i)   the shares of the company that were held by shareholders of the company on its restoration, and, with respect to those shares,

(A)  the name and last known address of each of those shareholders,

(B)  the class, and any series, of those shares, and

(C)  the number of those shares held by each of those shareholders, and

(ii)   without limiting subparagraph (i) of this paragraph, if, despite the dissolution of the company, shares had been issued or transferred after dissolution and before restoration, those shares, and, with respect to those shares,

(A)  the name and last known address of each person to whom those shares were issued or transferred during that period,

(B)  the class, and any series, of those shares,

(C)  the number of those shares held by each person referred to in clause (A) during that period,

(D)  in the case of any of those shares issued during that period, the date and particulars of each such issue, and

(E)  in the case of any of those shares transferred during that period, the date and particulars of each such transfer.

(2) In addition to any alterations that a pre-existing company is required to make to its articles under subsection (1) (b) of this section, the company may, with those alterations, make other alterations to its articles, in accordance with section 259 (1), so long as those other alterations are not inconsistent with the information that, under section 371 (2) (b), is included in the notice of articles contained in the post-restoration transition application.

(3) A resolution to make the other alterations referred to in subsection (2) of this section must state that those alterations do not take effect until the notice of articles contained in the post-restoration transition application takes effect.

Post-restoration transition application

371  (1) A pre-existing company must not submit a post-restoration transition application to the registrar for filing under this Division until

(a) the company has been authorized to do so by a directors' resolution or an ordinary resolution,

(b) if it is necessary to alter the articles to ensure that those articles comply with section 372 (3), the resolution required under section 372 (1) is received for deposit at the company's records office,

(c) if the company intends to alter its articles under section 370 (2), the resolution required under section 259 (1) to make those alterations is received for deposit at the company's records office, and

(d) there has been filed with the registrar all records necessary to ensure that the information in the corporate register respecting the directors of the company is, immediately before the post-restoration transition application is submitted to the registrar for filing, correct.

(2) The pre-existing company must ensure that the post-restoration transition application that is filed with the registrar under section 370 (1) (a)

(a) is in the form established by the registrar, and

(b) contains a notice of articles that

(i)   sets out the name and prescribed address of each individual who was, immediately before the time of the filing, a director of the company,

(i.1)   sets out the mailing address and delivery address of the office that was, immediately before the time of the filing, the registered office of the company,

(i.2)   sets out the mailing address and delivery address of the office that was, immediately before the time of the filing, the records office of the company,

(ii)   sets out, as the name of the company, the name that the company had immediately before the time of the filing, and sets out, in the prescribed manner, any translation of that name that the company intends to use outside Canada,

(iii)   includes all of the information required to comply with section 11 (g) that was contained in the company's memorandum or articles immediately before the time of the filing,

(iv)   sets out, in respect of each class and series of shares, whether there are special rights or restrictions attached to the shares of that class or series,

(v)   indicates that the Pre-existing Company Provisions apply to the company, and

(vi)   does not contain any other information.

(3) No post-restoration transition application filed with the registrar under section 370 (1) (a) is invalid merely because subsection (1) of this section has not been complied with.

(4) After a post-restoration transition application for a pre-existing company is filed with the registrar under section 370 (1) (a), the registrar must, if requested to do so, furnish to the company a certified copy of that application and a certified copy of the notice of articles.

Alteration to articles of restored company

372  (1) Subject to subsection (2), a pre-existing company may alter its articles under section 370 (1) (b) by a directors' resolution or an ordinary resolution.

(2) The resolution referred to in subsection (1) of this section must state that the alteration to the articles does not take effect until the notice of articles contained in the post-restoration transition application takes effect.

(3) For the purposes of section 370 (1) (b), the pre-existing company must

(a) [Repealed 2003-70-76.]

(b) alter its articles if and to the extent necessary to ensure that those articles include each provision, other than prescribed provisions, that was contained, or was deemed under section 364 (2) or under a former Companies Act to be contained, in the company's memorandum immediately before the time of the filing of the post-restoration transition application and that is not included in its notice of articles under section 371 (2) (b),

(c) alter its articles if and to the extent necessary to remove from them any information that is inconsistent with the information that, under section 371 (2) (b), is included in the notice of articles contained in the post-restoration transition application, and

(d) if the company is a company to which section 364 (3) applies, alter its articles to include the Statutory Reporting Company Provisions.

(4) In addition to effecting the alterations referred to in subsection (3), the pre-existing company must ensure that its articles comply with section 12 (1) (b) and (c) and (2) (c) and, for that purpose, any individual may make the changes to the articles that are necessary to ensure that those articles comply with those provisions, whether or not there has been any resolution to direct or authorize those changes.

Timing and effect of post-restoration transition

373  (1) The notice of articles contained in the post-restoration transition application and any alteration to the articles made under this Division take effect on the date and time that the post-restoration transition application is filed with the registrar.

(2) Despite any wording to the contrary in a security agreement or other record, the filing of a post-restoration transition application in accordance with section 370 (1) (a), an alteration to the articles in accordance with section 370 (1) (b) and a change to the articles in accordance with section 372 (4) do not constitute a breach or contravention of, or a default under, the security agreement or other record, and are deemed for the purposes of the security agreement or other record not to be an alteration to the charter of the pre-existing company.

(3) On compliance by a pre-existing company with section 370 (1) (a) and (b), the memorandum of the company ceases to have any further force or effect.

(4) On the filing of a post-restoration transition application for a pre-existing company under section 370 (1) (a), the registrar may treat the company's memorandum as having no further force or effect.

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