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Business Corporations Act

[SBC 2002] CHAPTER 57

Part 11 — Extraprovincial Companies

Division 1 — Registration

Definitions

374  In this Part:

"director" has the same meaning as in paragraph (b) of the definition of "director" in section 1 (1) and, when used in relation to a foreign entity, or an extraprovincial company, that is a limited liability company, means a manager of the limited liability company;

"shareholder", when used in relation to a foreign entity, or an extraprovincial company, that is a limited liability company, means a member of the limited liability company.

Foreign entities required to be registered

375  (1) A foreign entity must register as an extraprovincial company in accordance with this Act within 2 months after the foreign entity begins to carry on business in British Columbia.

(2) For the purposes of this Act and subject to subsection (3), a foreign entity is deemed to carry on business in British Columbia if

(a) its name, or any name under which it carries on business, is listed in a telephone directory

(i)   for any part of British Columbia, and

(ii)   in which an address or telephone number in British Columbia is given for the foreign entity,

(b) its name, or any name under which it carries on business, appears or is announced in any advertisement in which an address or telephone number in British Columbia is given for the foreign entity,

(c) it has, in British Columbia,

(i)   a resident agent, or

(ii)   a warehouse, office or place of business, or

(d) it otherwise carries on business in British Columbia.

(3) A foreign entity does not carry on business in British Columbia

(a) if it is a bank,

(b) if its only business in British Columbia is constructing and operating a railway, or

(c) merely because it has an interest as a limited partner in a limited partnership carrying on business in British Columbia.

(4) A foreign entity need not be registered under this Act or comply with this Part other than subsection (5) of this section, and may carry on business in British Columbia as if it were registered under this Act, if

(a) the principal business of the foreign entity consists of the operation of one or more ships, and

(b) the foreign entity does not maintain in British Columbia a warehouse, office or place of business under its own control or under the control of a person on behalf of the foreign entity.

(5) Every person who is a resident agent or representative of a foreign entity referred to in subsection (4) must file with the registrar

(a) a notice of agency in the form established by the registrar stating

(i)   the name of the foreign entity,

(ii)   the chief place of business of the foreign entity outside British Columbia, and

(iii)   particulars of the person's agency, and

(b) a notice of change of agency in the form established by the registrar identifying any change in that name, chief place of business or agency.

(6) Sections 27 (1), 384 and 385 apply to a foreign entity referred to in subsection (4) as if it were an extraprovincial company.

Application for registration

376  (1) To apply to register as an extraprovincial company under this Act, a foreign entity must provide to the registrar the records and information the registrar may require and must

(a) reserve its name or an assumed name under section 22 or 26, as the case may be,

(b) appoint one or more attorneys if required under section 386, and

(c) submit to the registrar for filing

(i)   a registration statement, and

(ii)   any other records the registrar may require.

(2) Subsection (1) (a) of this section does not apply to a federal corporation.

(3) The registration statement referred to in subsection (1) (c) (i) must

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

(b) set out,

(i)   if the foreign entity is a federal corporation, the name of the federal corporation,

(ii)   if the name of the foreign entity is reserved under section 22, the reserved name and the reservation number given for it, or

(iii)   for a foreign entity to which section 26 applies, the name of the foreign entity and the assumed name reserved for it under section 26 and the reservation number given for it,

(c) set out the foreign entity's jurisdiction,

(d) set out the most recent of the following dates:

(i)   the date on which the foreign entity was incorporated or organized, as the case may be;

(ii)   the date on which the foreign entity was continued or otherwise transferred by a similar process into a foreign jurisdiction;

(iii)   if the foreign entity resulted from an amalgamation or a similar process, the date of that amalgamation or similar process,

(e) set out any incorporation, continuation, amalgamation or other identifying number or designation given to the foreign entity by the foreign entity's jurisdiction,

(f) set out the mailing address and the delivery address of the head office of the foreign entity, whether or not the head office is in British Columbia, and

(g) set out, for each person, if any, appointed as an attorney by the foreign entity,

(i)   the full name of the attorney, and

(ii)   the mailing address and the delivery address of the attorney in accordance with section 386 (3).

(4) At any time, before or after a foreign entity is registered as an extraprovincial company, the registrar may order the foreign entity to provide to the registrar, within the time required by the registrar, proof satisfactory to the registrar of the foreign entity's status in the foreign entity's jurisdiction.

Registration as an extraprovincial company

377  (1) After a foreign entity complies with section 376 to the satisfaction of the registrar, the registrar must, if the foreign entity is a federal corporation, and may, in any other case,

(a) file the registration statement, and

(b) register the foreign entity as an extraprovincial company.

(2) After a foreign entity is registered as an extraprovincial company under subsection (1) of this section, the registrar must

(a) issue a certificate of registration showing

(i)   the name and any assumed name for the extraprovincial company,

(ii)   its registration number, and

(iii)   the date and time of its registration,

(b) furnish to the extraprovincial company that certificate and a copy of the registration statement,

(c) furnish a copy of the registration statement to each attorney referred to in the registration statement who has not been furnished with a copy of that record under paragraph (b), and

(d) publish in the prescribed manner a notice of the registration.

Effect of registration

378  (1) Whether or not the requirements precedent and incidental to registration of a foreign entity as an extraprovincial company have been complied with, a notation in the corporate register that a foreign entity has been registered as an extraprovincial company is conclusive evidence for the purposes of this Act and for all other purposes that the foreign entity has been duly registered as an extraprovincial company on the date shown and the time, if any, shown in the corporate register.

(2) Subject to the provisions of this Act, to the laws of British Columbia and to the laws of any other jurisdiction that are or may be applicable to it, an extraprovincial company may, for the purpose of carrying on business in British Columbia, exercise in British Columbia the powers contained in or permitted by its charter or similar record.

(3) Registration of a foreign entity as an extraprovincial company does not entitle the foreign entity to do either of the following:

(a) carry on any business or exercise any power that its charter or similar record restricts it from carrying on or exercising;

(b) exercise any of its powers in a manner inconsistent with those restrictions in its charter or similar record.

(4) No act of a foreign entity that carries on business in British Columbia, including a transfer of property, rights or interests to it or by it, is invalid merely because

(a) the act contravenes subsection (3) or section 422 (7), or

(b) the foreign entity was not, at the time of that act, registered as an extraprovincial company.

Amalgamation of extraprovincial company

379  (1) If a foreign entity that is registered as an extraprovincial company is a party to an amalgamation or similar process other than one that results in a company, there must be provided to the registrar the records and information the registrar may require, and there must be filed with the registrar, within 2 months after the effective date of the amalgamation or similar process,

(a) a notice of amalgamation of extraprovincial company that complies with subsection (2), and

(b) any other records the registrar may require.

(2) A notice of amalgamation of extraprovincial company must be in the form established by the registrar and must set out

(a) the name of the amalgamated extraprovincial company if the amalgamated extra provincial company

(i)   has adopted as its name the name of one of the amalgamating extraprovincial companies, or

(ii)   is a federal corporation,

(b) if paragraph (a) does not apply, the name reserved for the amalgamated extraprovincial company under section 22 and the reservation number given for it, or

(c) if paragraphs (a) and (b) of this subsection do not apply but section 26 applies, the name of the foreign entity, the assumed name reserved for it under section 26 and the reservation number given for that assumed name.

(3) After the notice of amalgamation of extraprovincial company is filed with the registrar, the registrar must

(a) issue a certificate of registration showing

(i)   the name and any assumed name for the amalgamated extraprovincial company,

(ii)   its registration number and the date and time of its registration, and

(iii)   the date, and the time, if any, shown for the amalgamation or similar process on the notice of amalgamation of extraprovincial company,

(b) furnish to the amalgamated extraprovincial company the certificate referred to in paragraph (a) and a copy of the notice of amalgamation of extraprovincial company,

(c) furnish a copy of the notice of amalgamation of extraprovincial company to each attorney of the amalgamated extraprovincial company who has not been furnished with a copy of that record under paragraph (b), and

(d) publish in the prescribed manner a notice of the amalgamation or similar process.

(4) From the time of the amalgamation or similar process, the amalgamated extraprovincial company is seized of and holds and possesses all land of the amalgamating entities that is located in British Columbia.

(5) At any time, before or after a certificate of registration is issued under subsection (3), the registrar may order the amalgamated foreign entity to provide to the registrar, within the time required by the registrar, proof satisfactory to the registrar of the foreign entity's status in the foreign entity's jurisdiction.

Extraprovincial companies to file annual report

380  (1) Subject to section 411 (2), an extraprovincial company must file with the registrar an annual report in the form established by the registrar,

(a) unless another date has been prescribed under paragraph (b) of this section, within 2 months after each anniversary of the date of its registration as an extraprovincial company, or

(b) if another date has been prescribed, within 2 months after each anniversary of that prescribed date.

(2) An annual report filed under subsection (1) must contain information that was correct as of the most recent applicable anniversary.

Extraprovincial companies to notify registrar of changes

381  (1) An extraprovincial company must file with the registrar a notice of change respecting extraprovincial company in respect of any change that renders incorrect or incomplete any of the information shown in the corporate register with respect to the extraprovincial company.

(2) A notice of change respecting extraprovincial company required by subsection (1) must be

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

(b) submitted to the registrar for filing promptly after the occurrence of the change in respect of which the notice is filed.

Change of name of extraprovincial companies

382  (1) If a foreign entity that is registered as an extraprovincial company changes its name, the extraprovincial company must provide to the registrar the records and information the registrar may require and must

(a) file with the registrar

(i)   a notice of change of name of extraprovincial company in the form established by the registrar, and

(ii)   any other records the registrar may require, and

(b) before filing those records,

(i)   if it wishes to carry on business in British Columbia under its new name, reserve its new name under section 22, or

(ii)   if its new name contravenes any of the prescribed requirements or any of the other requirements set out in Division 2 of Part 2 and the extraprovincial company does not have an assumed name under which it intends to continue to carry on business in British Columbia, adopt an assumed name.

(2) If an extraprovincial company wishes to adopt an assumed name under subsection (1) (b) (ii) of this section or in response to an order of the registrar under section 28 (2), section 26 applies.

(3) After the notice of change of name of extraprovincial company is filed with the registrar, the registrar must

(a) issue and furnish to the extraprovincial company a certificate showing

(i)   the change of name, and

(ii)   the assumed name, if any, under which the extraprovincial company is to carry on business in British Columbia, and

(b) publish in the prescribed manner a notice of the change of name.

(4) Subsection (1) (b) does not apply to a federal corporation.

(5) At any time, before or after a certificate is issued under subsection (3) (a), the registrar may order the foreign entity to provide to the registrar, within the time required by the registrar, proof satisfactory to the registrar of the foreign entity's status in the foreign entity's jurisdiction.

Cancellation or change of assumed name of extraprovincial company

383  (1) An extraprovincial company that has adopted an assumed name under this Act may, by providing to the registrar the records and information the registrar may require and by filing with the registrar a notice of change of assumed name in the form established by the registrar and any other records the registrar may require,

(a) if the extraprovincial company reserves its own name under section 22, cancel its assumed name and carry on business in British Columbia under its own name, or

(b) change its assumed name and carry on business in British Columbia under the new assumed name.

(2) If an extraprovincial company wishes to change an assumed name under subsection (1) (b) of this section, section 26 applies.

(3) After an extraprovincial company cancels or changes its assumed name in accordance with this section, the registrar must

(a) issue and furnish to the extraprovincial company a certificate showing the cancellation or change of the assumed name, and

(b) publish in the prescribed manner a notice of the cancellation or change of the assumed name.

Liability if name of extraprovincial company not displayed

384  (1) A director or officer of an extraprovincial company who knowingly permits the extraprovincial company to contravene section 27 (1) (a), (b) or (c) is personally liable to indemnify any of the following persons who suffer loss or damage as a result of being misled by that contravention:

(a) a purchaser of goods or services from the extraprovincial company;

(b) a supplier of goods or services to the extraprovincial company;

(c) a person holding a security of the extraprovincial company.

(2) A director or officer of an extraprovincial company who issues or authorizes the issue of any instrument referred to in section 27 (1) (d) that does not display the name or assumed name, as the case may be, of the extraprovincial company is personally liable to the person holding that instrument for the amount of it, unless it is duly paid by the extraprovincial company.

Enforcement of duty to file records

385  (1) If an extraprovincial company or its receiver, receiver manager or liquidator has failed to file with the registrar any record required to be filed with the registrar under this Act, any director, shareholder or creditor of the extraprovincial company may provide, to the person required to submit the record to the registrar for filing, notice requiring that person to file the record with the registrar.

(2) If the person required to file a record with the registrar under subsection (1) fails to file the record with the registrar within 14 days after receipt of the notice referred to in subsection (1), the court may, on the application of any director, shareholder or creditor of the extraprovincial company,

(a) order the person to file the record with the registrar within the time the court directs, and

(b) direct that the costs of and incidental to the application be paid by the extraprovincial company, by any director or officer of the extraprovincial company or by any other person the court considers appropriate.

(3) Neither the making of an order by the court under this section nor compliance with such an order relieves a person from any other liability.

Division 2 — Attorneys for Extraprovincial Companies

Attorneys to be appointed

386  (1) An extraprovincial company must ensure that

(a) it has one or more attorneys, or

(b) under its charter or similar record, its head office is in British Columbia, in which case it may have one or more attorneys.

(2) For the purposes of this Division, each attorney for an extraprovincial company must be

(a) an individual who is resident in British Columbia, or

(b) a company.

(3) The mailing address and the delivery address of an attorney must be,

(a) in the case of an attorney that is an individual, the mailing address and the delivery address of the office in British Columbia at which the individual can usually be reached during statutory business hours, or

(b) in the case of an attorney that is a company, the mailing address and the delivery address of that company's registered office.

First attorneys

387  If the registration statement filed with the registrar to register a foreign entity as an extraprovincial company identifies one or more attorneys, the extraprovincial company has those persons as its first attorneys, and the mailing addresses and delivery addresses for those attorneys are the mailing addresses and delivery addresses respectively set out for those attorneys on the registration statement.

Authorization of attorneys

388  Each attorney for an extraprovincial company is deemed to be authorized by the extraprovincial company

(a) to accept service of process on its behalf in each legal proceeding by or against it in British Columbia, and

(b) to receive each notice to it.

Appointment of attorneys

389  (1) An extraprovincial company may, after its registration statement has been filed with the registrar, appoint one or more persons as attorneys and must, after that appointment, file with the registrar a notice of appointment of attorney in the form established by the registrar for each attorney so appointed.

(2) A notice of appointment of attorney filed with the registrar under subsection (1) must set out

(a) the full name of each attorney, and

(b) the mailing address and the delivery address of each attorney in accordance with section 386 (3).

(3) A person specified in a notice of appointment of attorney filed with the registrar under subsection (1) of this section becomes an attorney for the appointing extraprovincial company

(a) on the date and time that the notice of appointment of attorney is filed with the registrar, or

(b) subject to sections 390 and 410, if the notice of appointment of attorney specifies a date, or a date and time, on which the appointment of the attorney is to take effect that is later than the date and time on which the notice of appointment of attorney 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.

(4) After a person becomes an attorney for an extraprovincial company under subsection (3) of this section, the registrar must furnish to the attorney confirmation of the appointment.

Withdrawal of appointment

390  At any time after a notice of appointment of attorney is filed with the registrar under section 389 and before the appointment takes effect, the extraprovincial company in respect of which the filing was made or any other person who appears to the registrar to be an appropriate person to do so may withdraw the notice of appointment of attorney by filing with the registrar a notice of withdrawal in the form established by the registrar identifying the notice of appointment of attorney.

Change of address of attorneys

391  (1) If there is to be a change to one or both of the mailing address and the delivery address of an attorney for an extraprovincial company, the extraprovincial company or the attorney may, before that change occurs, file with the registrar a notice of change of address of attorney in the form established by the registrar.

(2) If there is a change to one or both of the mailing address and the delivery address of an attorney for an extraprovincial company and if a notice of change of address reflecting that change was not filed under subsection (1) before that change occurred, promptly after that change occurs, the extraprovincial company or the attorney must file with the registrar a notice of change of address of attorney in the form established by the registrar.

(3) If the notice of change of address of attorney is submitted to the registrar for filing by an attorney, the attorney must mail a copy of the completed notice of change of address of attorney to the head office of the extraprovincial company.

(4) The change of address reflected in the notice of change of address of attorney filed with the registrar under subsection (1) or (2) takes effect,

(a) subject to section 392, at the beginning of the day following the date on which the notice of change of address of attorney is filed with the registrar, or

(b) subject to sections 392 and 410, if the notice of change of address of attorney specifies a date on which the change of address is to take effect that is later than the day following the date on which the notice is filed with the registrar, at the beginning of the specified date.

Withdrawal of notice of change of address

392  At any time after a notice of change of address of attorney is filed with the registrar under section 391 and before the change of address takes effect, the attorney or extraprovincial company in respect of which the filing was made or any other person who appears to the registrar to be an appropriate person to do so may withdraw the notice of change of address of attorney by filing with the registrar a notice of withdrawal in the form established by the registrar identifying the notice of change of address of attorney.

Revocation of appointments of attorneys

393  (1) Subject to section 386 (1), an extraprovincial company may revoke the appointment of an attorney by filing with the registrar a notice of revocation of appointment of attorney in the form established by the registrar.

(2) Subject to subsection (3) of this section, a revocation referred to in a notice of revocation of appointment of attorney takes effect to terminate the appointment of the attorney referred to in that record,

(a) subject to section 394, at the beginning of the day following the date on which the notice of revocation of appointment of attorney is filed with the registrar, or

(b) subject to sections 394 and 410, if the notice of revocation of appointment of attorney specifies a date on which the revocation is to take effect that is later than the day following the date on which the notice is filed with the registrar, at the beginning of the specified date.

(3) A revocation of the appointment of an attorney does not take effect unless and until the extraprovincial company complies with section 386.

(4) After a revocation of the appointment of an attorney takes effect, the registrar must furnish confirmation of the revocation of appointment to the person whose appointment has been revoked.

Withdrawal of revocation of appointment

394  At any time after a notice of revocation of appointment of attorney is filed with the registrar under section 393 and before the revocation takes effect, the extraprovincial company in respect of which the filing was made or any other person who appears to the registrar to be an appropriate person to do so may withdraw the notice of revocation of appointment of attorney by filing with the registrar a notice of withdrawal in the form established by the registrar identifying the notice of revocation of appointment of attorney.

Resignations of attorneys

395  (1) An attorney for an extraprovincial company who intends to resign must

(a) provide a written resignation to the extraprovincial company at its head office at least 2 months before the date on which the resignation is to take effect, and

(b) promptly after complying with paragraph (a), submit to the registrar for filing a notice of resignation of attorney in the form established by the registrar.

(2) After receiving a notice of resignation of attorney under subsection (1) (b), the registrar must file that notice.

(3) An extraprovincial company that receives a resignation under subsection (1) (a) must, within the period of time specified in that resignation, comply with section 386.

(4) An attorney who files a notice of resignation of attorney with the registrar under subsection (1) of this section ceases to be an attorney for the extraprovincial company on the later of

(a) the beginning of the day that is 2 months and one day after the date on which the notice of resignation of attorney was filed with the registrar, and

(b) the beginning of the date specified by the notice of resignation of attorney as the effective date for the resignation.

(5) Despite subsection (4), if, under section 393, the extraprovincial company revokes the appointment of a person who has filed a notice of resignation of attorney with the registrar and that revocation takes effect before the date on which the resignation would be effective under subsection (4) of this section, the person ceases to be an attorney when the revocation takes effect.

Obligation to maintain head office or attorney

396  If an event occurs or any action is taken that results in an extraprovincial company ceasing to comply with section 386, the extraprovincial company must, promptly after the event or action, comply with section 386.

Division 3 — Cancellation of Registration of Extraprovincial Companies

Registrar may cancel registration of defunct extraprovincial companies

397  The registrar must cancel the registration of a foreign entity as an extraprovincial company if

(a) there is filed with the registrar a notice, from the person in the foreign entity's jurisdiction whose role in that jurisdiction is similar to the role of the registrar in British Columbia, that the foreign entity has ceased to exist, or

(b) the foreign entity files with the registrar a notice of ceasing to carry on business in British Columbia in the form established by the registrar, stating that the foreign entity has ceased to carry on business in British Columbia.

Lieutenant Governor in Council may cancel registration of extraprovincial companies

398  (1) The Lieutenant Governor in Council may cancel the registration of a foreign entity as an extraprovincial company.

(2) The Lieutenant Governor in Council may restore the registration of a foreign entity that has had its registration as an extraprovincial company cancelled.

(3) This section does not apply to a federal corporation.

Registrar's duties on cancellation of registration

399  After a foreign entity's registration as an extraprovincial company is cancelled under section 397, 398 or 422, the registrar must publish in the prescribed manner a notice of the cancellation.

Division 4 — Designated Provinces and Extraprovincial Companies from Designated Provinces

Definitions

399.1  In this Division:

"designated province" means a province designated by the Lieutenant Governor in Council for the purposes of this Division under section 399.2 (1);

"extraprovincial registrar" means a person in a designated province who holds a position that is equivalent to the registrar.

Power to make regulations

399.2  (1) The Lieutenant Governor in Council may by regulation designate a province for the purposes of this Division.

(2) Without limiting any other authority of the Lieutenant Governor in Council to make regulations under this Act, the Lieutenant Governor in Council may, in relation to foreign entities from a designated province or foreign entities from a designated province that are registered as extraprovincial companies, make regulations as follows:

(a) respecting the filings that must be made by foreign entities or extraprovincial companies;

(b) respecting registration of foreign entities as extraprovincial companies or as amalgamated extraprovincial companies and cancellation of registration of foreign entities as extraprovincial companies;

(c) respecting reinstatement by the registrar of registration of foreign entities as extraprovincial companies;

(d) respecting liquidation, receivership and dissolution of foreign entities registered as extraprovincial companies;

(e) respecting changes to information on the corporate register that relates to extraprovincial companies;

(f) respecting changes of name of foreign entities registered as extraprovincial companies and cancellations or changes of assumed name of foreign entities registered as extraprovincial companies;

(g) respecting the head office of a foreign entity registered as an extraprovincial company and attorneys of extraprovincial companies;

(h) respecting the form or manner in which the registrar may accept records, filings, applications, information, forms, notices and fees

(i)   in matters governed under this section,

(ii)   in respect of foreign entities from a designated province, and

(iii)   in respect of foreign entities from a designated province that are registered as extraprovincial companies;

(i) exempting foreign entities or extraprovincial companies from a provision of this Act or from a provision of a regulation made under another section of this Act;

(j) disapplying a provision of this Act or a provision of a regulation made under another section of this Act in respect of foreign entities or extraprovincial companies.

(3) Without limiting any other authority of the Lieutenant Governor in Council to make regulations under this Act, the Lieutenant Governor in Council may make regulations as follows:

(a) setting out the powers and duties of the registrar in relation to

(i)   matters governed by regulations made under this section,

(ii)   foreign entities from a designated province, and

(iii)   foreign entities from a designated province that are registered as extraprovincial companies;

(b) in relation to companies, respecting the form or manner in which the registrar may collect and transmit records, filings, applications, information, forms, notices and fees to or for an extraprovincial registrar.

(4) A regulation under subsection (2) or (3) may

(a) require that a form be one established by the registrar or allow a form to be one established by the registrar, and

(b) confer a discretion on, or delegate a matter to, the registrar.

(5) If there is a conflict or an inconsistency between a regulation made under this section and a provision of this Act or a provision of a regulation made under another section of this Act, the regulation made under this section prevails.

Registrar may enter into agreement

399.3  The registrar may enter into an agreement with an extraprovincial registrar in relation to companies recognized under this Act, foreign entities from the designated province and foreign entities from the designated province that are registered as extraprovincial companies, to address the following matters:

(a) the collection by the extraprovincial registrar of records, filings, applications, forms, notices, fees or information required under this Act;

(b) the collection by the registrar of records, filings, applications, forms, notices, fees or information required under an enactment similar to this Act;

(c) the transmission of the matters referred to in paragraphs (a) and (b) from the extraprovincial registrar to the registrar and from the registrar to the extraprovincial registrar;

(d) the powers and duties of the registrar and the extraprovincial registrar in relation to a matter referred to in paragraph (a), (b), (c) or (e);

(e) any related matter that the registrar determines is appropriately included in the agreement.

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