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

Business Corporations Act

[SBC 2002] CHAPTER 57

Part 12 — Administration

Division 1 — Office of Registrar

Appointment of registrar and staff

400  A Registrar of Companies, and the officers and employees necessary to enable the registrar to perform the registrar's duties, must be appointed in accordance with the Public Service Act.

Seal of office

401  The registrar may have a seal of office for use in the performance of the registrar's duties.

Registrar may suspend services and functions

402  (1) Despite this Act or any other enactment, if the registrar is of the opinion that it is, was or will be impracticable to provide or perform one or more of the registrar's services or functions for any period, the registrar may suspend, for that period, any or all of the services provided or functions performed by the registrar, including

(a) filing, issuing or furnishing any records, and

(b) allowing searches or inspections of any records filed with the registrar.

(2) A suspension under subsection (1) may precede, follow or be made during the period in relation to which the suspension is ordered.

(3) Despite this Act or any other enactment, if the registrar is satisfied that but for a suspension under subsection (1) of one or more of the services provided or functions performed by the registrar, a record submitted to the registrar would have been received by the registrar on, or filed with the registrar on, a date and time within the suspension period,

(a) the registrar may accept the record as if it were received on, or may date the filing of the record as of, that date and time, and

(b) the date and time referred to in paragraph (a) of this subsection is deemed for all purposes to be the date and time on which the record was received by or filed with the registrar, as the case may be.

Service of records on registrar

403  A record may be served on the registrar by leaving it at the office of the registrar or by mailing it by registered mail to the registrar's office.

Examination of registrar

404  (1) Despite any subpoena, order or summons issued from a court in British Columbia and whether or not that subpoena, order or summons is directed to the registrar personally or in the registrar's official capacity, the registrar is not bound, in the registrar's official capacity,

(a) to attend as a witness for examination, or

(b) to produce any record kept or filed with the registrar under this Act or any other enactment.

(2) Despite subsection (1), the registrar may be examined and required to produce records, under a commission or otherwise, at the registrar's office.

Repealed

405  [Repealed 2003-70-83.]

Appeal to court

406  (1) In this section, "decision" means a direction, decision, order, ruling or refusal of the registrar.

(2) Subject to subsection (3), a person affected by a decision may appeal the decision to the Supreme Court.

(3) No appeal lies under this section in respect of an order of the registrar under section 29 (5).

(4) The registrar is a party to an appeal of a decision to the Supreme Court.

(5) An appeal under subsection (2) is an appeal on the record.

(6) For the purposes of subsection (5), the record consists of the following:

(a) the record of oral evidence, if any, before the registrar;

(b) copies or originals of documentary evidence before the registrar;

(c) other things received as evidence by the registrar;

(d) the decision;

(e) the written reasons for the decision, if any.

(7) An appeal under subsection (2) must be commenced not more than 30 days after the earlier of the following:

(a) the furnishing to the appellant of a notice of the decision to be appealed;

(b) actual notice to the appellant of the decision to be appealed.

Division 2 — Records Filed with or Issued by the Registrar

Means of filing

407  A record required or permitted, by this Act or any other enactment, to be filed with the registrar

(a) must be submitted to the registrar for filing in the prescribed manner,

(b) must, in the opinion of the registrar, be legible and suitable for photographing or for electronic or digital imaging or storage, and

(c) must be in the English language or be filed with an English translation verified in a manner satisfactory to the registrar.

Filing of records

408  (1) Subject to section 402 (3), a record, other than a court order referred to in subsection (1.01) of this section, is filed with the registrar when the registrar

(a) is satisfied that the record and the information contained in it appear to meet the applicable requirements, and

(b) accepts the record and includes in the corporate register or in any other register kept by the registrar the information contained in the record.

(1.01) A person may file with the registrar a court order that affects information recorded in the corporate register or in any other register kept by the registrar.

(1.1) Any notice, application or other record that, under this Act or any other enactment, may or must be submitted for filing with the registrar or provided to the registrar must be submitted or provided in a form and with the contents satisfactory to the registrar.

(1.2) The registrar may establish different forms for use by different classes of corporations or limited liability companies.

(2) Despite this Act or any other enactment, the registrar may refuse to file a record submitted to the registrar for filing if, in the opinion of the registrar,

(a) the record has not been duly completed by reason of any omission or misdescription,

(b) the record does not comply with one or more of the applicable requirements,

(c) the record contains any error, alteration or erasure, or

(d) another record that, under this Act or any other enactment, must be provided to the registrar, or submitted to the registrar for filing, in conjunction with the record submitted for filing has not yet been provided or submitted for filing.

(3) Nothing in this section requires the registrar to ensure that a record filed with the registrar, or the information contained in it, meets the applicable requirements.

(4) In this section, "applicable requirements" means,

(a) in the case of a record being submitted for filing under this Act, the requirements under this Act, or

(b) in the case of a record being submitted for filing under another enactment, the requirements under

(i)   that enactment, and

(ii)   this Part.

Future dated filing of records

409  (1) In this section, "future dated filing" means a record, referred to in section 410 (1) (b), that specifies a date or a date and time on which the record is to take effect that is later than the date and time on which the record is filed.

(2) Once a future dated filing is made in relation to a corporation or a limited liability company, the registrar is not to file any other record in relation to the corporation or limited liability company until that future dated filing has taken effect, except that,

(a) if the record is or includes a copy of an entered court order, the registrar is to withdraw the future dated filing and file the record, or

(b) if the record is a notice of withdrawal of the future dated filing, the registrar may file the notice of withdrawal and withdraw the future dated filing.

(3) Nothing in this section removes from a corporation or a limited liability company the obligation to make any filing it is obliged to make with the registrar under this Act or any other enactment.

(4) Despite this Act or any other enactment, if, before a future dated filing affecting a corporation takes effect, the corporation is dissolved or its registration is cancelled, the future dated filing is deemed to be withdrawn when the corporation is dissolved or its registration is cancelled.

Limitation on future dated filings

410  (1) A record submitted for filing to the registrar must not specify a date, or a date and time, on which the record is to take effect that is later than the date and time on which the record is filed with the registrar unless the record is

(a) a notice of resignation of attorney referred to in section 395, or

(b) a record of a class of records that has been prescribed for that purpose.

(2) A record of a class of records prescribed under subsection (1) (b) must not specify a date or a date and time that is more than 10 days later than the date and time on which the record is filed.

Default of filing

411  (1) If a record is, under this Act or any other enactment, required to be filed with the registrar by or on behalf of a corporation or a limited liability company, the registrar may, until that record is filed with the registrar,

(a) refuse to accept any other record submitted to the registrar for filing by or on behalf of the corporation or limited liability company, and

(b) refuse to issue or furnish any certificate or other record to, or to the order of, the corporation or limited liability company.

(1.1) The registrar may refuse to accept any record submitted to the registrar for filing by or on behalf of a corporation if

(a) the corporation is a company and has not made the filings, contemplated by section 127, that would confirm that it is in compliance with section 120, or

(b) the corporation

(i)   tendered a cheque in payment of a fee payable to the registrar and that cheque failed to clear the savings institution on which it was drawn, or

(ii)   otherwise failed to pay a fee payable to the registrar.

(1.2) Despite subsection (1.1) (a) but without limiting subsections (1) and (1.1) (b), the registrar must not, in the circumstances referred to in subsection (1.1) (a), refuse to accept

(a) a filing contemplated by section 127, or

(b) a filing under section 316 or 343.

(2) A corporation or limited liability company that has not filed with the registrar one or more annual reports under the Company Act, 1996 must remedy that default before filing with the registrar any other annual report under this Act.

(3) Nothing in this section removes from a corporation or limited liability company the obligation to make any filing it is obliged to make with the registrar under this Act or any other enactment.

Maintenance of records filed with the registrar

412  (1) If a record is filed with the registrar under this Act or any other enactment or is otherwise maintained by the registrar, the registrar may have that record photographed, stored in electronic or digital form or reproduced in any other prescribed manner.

(2) If the information contained in a record filed with or otherwise maintained by the registrar in paper form under this Act or any other enactment is converted into another form under subsection (1),

(a) the registrar may destroy the paper form record, and

(b) the photograph, stored record or reproduction is, for all purposes of the corporate register or any other register kept by the registrar and the office of the registrar, deemed to be the record photographed, stored or reproduced.

(3) If records are filed with or otherwise maintained by the registrar otherwise than in paper form,

(a) any copies of those records that the registrar is required to furnish must be furnished

(i)   in paper form,

(ii)   by being transmitted, by electronic means, to the recipient, or

(iii)   in any other prescribed form, and

(b) any report prepared by the registrar that consists of information reproduced from those records, if that report is certified by the registrar or by a person designated by the registrar as a signing officer, is admissible in evidence in place of and to the same extent as the original records.

Deficient filings

413  If a record in respect of which this Act or any other enactment imposes certain requirements is filed with the registrar in relation to a corporation or a limited liability company and that record does not meet all of those requirements,

(a) the record takes effect in accordance with its terms as if it did meet all of those requirements, and

(b) the corporation or limited liability company, on receiving an order of the registrar to do so, must

(i)   file with the registrar any records necessary to rectify or replace the deficient filing, and

(ii)   return any records required by the registrar that were furnished to the corporation or limited liability company by the registrar in relation to the deficient filing.

Correction of registers

414  (1) The registrar may correct an error or omission in the corporate register or in any other register kept by the registrar if

(a) the registrar is satisfied that an error or omission exists, and

(b) the registrar is satisfied as to the true facts that ought to have been incorporated into the register.

(2) Subsection (1) applies whether or not the error or omission was made by

(a) a person who submitted a record to the registrar for filing, or

(b) the registrar.

(3) Any correction made by the registrar under this section

(a) must be shown in the register as a correction, with the date and time of the correction noted by the registrar, and

(b) if the correction is made to a record filed with the registrar in paper form, must be initialled by the registrar, with the date and time of the correction noted.

Validity of register

415  The legal effect of information in the corporate register or in any other register kept by the registrar is not affected merely because the registrar has received information indicating that there is an error or omission in that register.

Beginning of date

415.1  A reference in the corporate register or in any other register kept by the registrar, or in any record issued by the registrar, to a time of 12:01 a.m. on any date is for all purposes deemed to be a reference to the beginning of that date.

Inspection and copies of records

416  Any person may, in the manner and to the extent permitted by the registrar,

(a) conduct a search of the corporate register according to

(i)   the name, translated name or incorporation number of a company,

(ii)   the name or assumed name of an extraprovincial company, or its registration number, or

(iii)   any other prescribed criteria,

(a.1) conduct a search of any other register kept by the registrar according to

(i)   the name, incorporation number or registration number of a corporation, or

(ii)   any other prescribed criteria,

(b) inspect a record filed with the registrar,

(c) obtain a copy of all or any part of a record filed with the registrar, and

(d) require that a copy of all or any part of a record filed with the registrar be certified in accordance with section 418.

Lost or destroyed records

417  If, under this Act or any other enactment, the registrar is required to provide a record on request and if, after such request, the registrar is unable to provide the record as a result of its having been lost, mislaid or destroyed, the registrar

(a) must furnish to the person making the request, a record to that effect, and

(b) may produce, instead of the lost, mislaid or destroyed record, whatever evidence relating to the record is available to the registrar.

Registrar may issue records

418  (1) The following records may be issued by the registrar:

(a) a certificate or any other certified record;

(b) a search result;

(c) a certified copy of a record filed with the registrar;

(d) any other record the registrar considers appropriate.

(2) A record referred to in subsection (1) (c) must be certified, in the prescribed manner, to be a true copy.

(3) The registrar or a person designated as a signing officer by the registrar may sign a record referred to in this section, and that signature may be produced by any means, whether graphic, electronic, digital, mechanical or otherwise.

(4) If, under this Act or any other enactment, a decision, notice or response of the registrar is required to be in writing, the decision, notice or response may be recorded or otherwise furnished by the registrar

(a) on paper,

(b) by being transmitted, by electronic means, directly to the computer of the recipient, or

(c) by any other prescribed method.

Effect of records issued by registrar

419  (1) A record issued under section 418 (1) is evidence of any of the matters stated in the record that relate to the corporate register or any other register kept by the registrar.

(2) If a record is filed with the registrar, a copy of that record, certified by the registrar under section 418 (2), is admissible in evidence in place of and to the same extent as the original record.

(3) A record purporting to be issued under section 418 may be received in evidence and, unless the contrary is shown, is deemed to have been issued by the registrar without the necessity of proving any signature or official position of the registrar or person designated as a signing officer by the registrar.

Correction of certificates and other certified records

420  (1) If a record issued by the registrar under section 418 (1) (a) contains an error, the person to whom the record is issued must, promptly after the written request of the registrar, and in any event no later than 21 days after that request, return the record containing the error to the registrar.

(2) Whether or not the record referred to in subsection (1) of this section is returned to the registrar, the registrar may issue a corrected record, and a record corrected under this section must set out the date of issue of the record it replaces.

No constructive notice

421  No person is affected by or is deemed to have notice or knowledge of the contents of a record concerning a corporation or limited liability company merely because the record has been filed with the registrar or is available for examination at an office of the corporation or limited liability company.

Division 3 — Powers of Dissolution and Cancellation

Dissolutions and cancellations of registration by registrar

422  (1) The registrar may, in accordance with this section, dissolve a company or cancel the registration of a foreign entity as an extraprovincial company if the company or extraprovincial company

(a) fails, in each of 2 consecutive years, to file with the registrar an annual report required by this Act or a former Companies Act to be filed,

(b) has, for a period of at least 2 years, failed to file with the registrar a record required by this Act or a former Companies Act to be filed, other than an annual report,

(c) fails to comply with an order of the registrar, including an order to change its name or assumed name,

(d) fails, without reasonable excuse, to return a record to the registrar within 21 days after the date of a request furnished by the registrar under section 420 (1),

(e) tenders a cheque in payment of a fee required under section 431, which cheque fails to clear the savings institution on which it is drawn, or otherwise fails to pay a fee required under section 431,

(f) in the case of a pre-existing company, fails to comply with section 370 or 436, as the case may be, or

(g) in the case of an extraprovincial company, fails to comply with section 386 or breaches an undertaking given under section 26 (2).

(2) If the registrar has reasonable cause for believing that one or more of the paragraphs of subsection (1) of this section apply to a company or an extraprovincial company, the registrar may furnish to the company or extraprovincial company a letter informing it of its default and of the powers of the registrar under this section.

(3) The registrar may publish in the prescribed manner a notice that complies with subsection (4) unless, within one month after the date of the letter referred to in subsection (2),

(a) the default identified in the letter is remedied, or

(b) the registrar receives a response to the letter

(i)   that satisfies the registrar that reasonable steps are being taken to remedy the default, or

(ii)   that is otherwise satisfactory to the registrar.

(4) A notice published by the registrar under subsection (3) must

(a) identify the company or extraprovincial company to which the letter referred to in subsection (2) was furnished, and

(b) state that the company may be dissolved or that the registration of the foreign entity as an extraprovincial company may be cancelled unless, within one month after the date of the publication of the notice under subsection (3),

(i)   cause to the contrary is shown,

(ii)   the company or extraprovincial company satisfies the registrar that it is not in default, that the default has been remedied or that reasonable steps are being taken to remedy the default, or

(iii)   a copy of an entered court order to the contrary is filed with the registrar.

(5) At any time after one month after the date of publication of the notice under subsection (3) or, if an application for extension is filed under subsection (5.1), at any time after the expiry of the extended period that results from that filing, the registrar may dissolve the company or cancel the registration of the foreign entity as an extraprovincial company unless

(a) cause to the contrary is shown,

(b) the company or extraprovincial company has satisfied the registrar in accordance with subsection (4) (b) (ii), or

(c) a copy of an entered court order to the contrary is filed with the registrar.

(5.1) A company or an extraprovincial company referred to in subsection (5) may file with the registrar an application for extension in the form established by the registrar and, with that filing, the period after which the registrar may dissolve the company or cancel the registration of the foreign entity as an extraprovincial company is extended

(a) for a period of 6 months, or

(b) if the registrar provides written notice to the company or extraprovincial company indicating that a longer period has been allowed, for the longer period referred to in the notice.

(5.2) A company or an extraprovincial company must not file more than one application for extension in relation to any one notice published under subsection (3) in relation to the company or extraprovincial company.

(6) A company is dissolved under this section, or the registration of a foreign entity as an extraprovincial company is cancelled under this section, on the date and time recorded in the corporate register as the date and time of dissolution or cancellation.

(7) After its registration as an extraprovincial company has been cancelled under this section, a foreign entity must cease carrying on business in British Columbia.

Lieutenant Governor in Council may cancel incorporation of company

423  The Lieutenant Governor in Council may cancel the incorporation of a company and declare it to be dissolved.

Publication of notice of dissolution

424  If a company is dissolved under section 422 or 423, the registrar must publish in the prescribed manner a notice of the dissolution.

Division 4 — Offences and Penalties

Offence Act

425  Sections 4 and 5 of the Offence Act do not apply to this Act or the regulations.

Offences

426  (1) A person commits an offence who

(a) contravenes section 34 (1), 42, 49 (3), 51.96 (3), 127 (1), 196, 199, 216 (2) or (4), 217, 262, 284 (7) (b), 308 (4), 327 (2), 335 or 434 (1),

(b) contravenes section 375 (1) or 422 (7),

(c) [Repealed 2006-12-35.]

(d) uses a list obtained under section 93 for purposes other than the purposes referred to in section 93 (4),

(d.1) fails to publish or post a community contribution report in accordance with section 51.96 (2) or (4), as the case may be, or publishes or posts a community contribution report that does not comply with the Act or regulations,

(e) publishes financial statements required under this Act that do not comply with the regulations, or

(f) fails to comply with section 251 in any way, including

(i)   by destroying, altering or refusing to produce any accounting record or other record required under that section,

(ii)   by refusing to fully answer any question asked under section 251 (2) or otherwise failing to give any information required under section 251, or

(iii)   by, in giving the information required by that section, making a statement that the person knows or ought reasonably to know is false in a material particular, or recklessly making a statement that is false in a material particular.

(2) A person who contravenes section 24, 27, or 51.21 (3) commits an offence.

(3) An individual who acts as a director of a company and who, under section 124 (2), is not qualified to act as a director of a company commits an offence.

(4) An individual who acts as an officer of a company and who, under section 141 (3), is not qualified to act as an officer of a company commits an offence.

(5) It is an offence for a person who maintains the records office for the company or, in the case of a central securities register that is kept at a location other than the company's records office, for the person who has custody or control of the company's central securities register, to refuse, without reasonable excuse,

(a) to permit a person to inspect any record that the person is entitled to inspect and for which the appropriate fee, if any, has been tendered, or

(b) to provide, within the meaning of section 48 (3), to a person a copy of any record that the person is entitled to receive a copy of and for which the appropriate fee, if any, has been tendered.

(6) It is an offence for a company or for a person who has custody or control of a central securities register to refuse, without reasonable excuse, to provide, within the meaning of section 49 (8), to a person who has submitted the appropriate records and fee, if any, under section 49 the list or lists requested by that person.

(7) It is an offence for a trustee under a trust indenture, as that term is defined in section 90, to refuse, without reasonable excuse, to provide to a person who has submitted the appropriate records and fee, if any, under section 93 the list requested by that person.

(8) It is an offence for a person who is required, under section 351 (2), to retain and produce the records of a company to

(a) contravene section 351 without reasonable excuse, or

(b) refuse, without reasonable excuse, to

(i)   permit a person to inspect any record that the person is entitled to inspect and for which the appropriate fee, if any, has been tendered, or

(ii)   to provide, within the meaning of section 352 (3), to a person a copy of any record that the person is entitled to receive a copy of and for which the appropriate fee, if any, has been tendered.

(9) In any prosecution under subsection (1) (b) of this section, the onus is on the accused to prove that a foreign entity

(a) is registered as an extraprovincial company, or

(b) is not required to be registered as an extraprovincial company.

Misleading statements an offence

427  (1) Subject to subsection (3), a person who makes or assists in making a statement that is included in a record that is required or permitted to be made by or for the purposes of this Act or the regulations commits an offence if the statement

(a) is, at the time and in the light of the circumstances under which it is made, false or misleading in respect of any material fact, or

(b) omits any material fact, the omission of which makes the statement false or misleading.

(2) If a corporation or limited liability company commits an offence under subsection (1), any director or officer of the corporation, or any manager of the limited liability company, who knowingly authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence, and is liable on summary conviction to a fine of not more than $10 000, whether or not the corporation or limited liability company has been prosecuted or convicted.

(3) No person is guilty of an offence under this section if that person

(a) did not know that the statement was false or misleading, and

(b) with the exercise of reasonable diligence, could not have known that the statement was false or misleading.

Penalties

428  (1) A person who commits an offence under section 426 (1) (a), (d), (d.1), (e) or (f), (5), (6), (7) or (8) is liable,

(a) in the case of a person other than an individual, to a fine of not more than $5 000, or

(b) in the case of an individual, to a fine of not more than $2 000.

(2) A person who commits an offence under section 427 (1) is liable,

(a) in the case of a person other than an individual, to a fine of not more than $25 000, or

(b) in the case of an individual, to a fine of not more than $10 000.

(3) A foreign entity that commits an offence under section 426 (1) (b) is liable to a fine in a prescribed amount for each day that the offence continues.

(4) A person who commits an offence under section 426 (2) is liable to a fine in a prescribed amount for each day that the offence continues.

(5) An individual who commits an offence under section 426 (3) or (4) is liable to a fine of not more than $2 000.

Remedies preserved

429  (1) A legal proceeding, conviction or penalty for an offence under this Act does not relieve a person from any other liability.

(2) Without limiting subsection (1), if a person is convicted of an offence under this Act, the court may, in addition to any penalty the court may impose for the offence, order the person to comply with the provisions of this Act.

Limitation period

430  (1) A legal proceeding for an offence under this Act may not be commenced more than 3 years after the commission of the offence.

(2) An information must not be laid in respect of an offence if

(a) the offence is committed by the failure to file, or to file within a required period, a record with the registrar, and

(b) before the laying of the information, the appropriate record is filed with the registrar.

Division 5 — Fees and Regulations

Fees

431  There must be paid to the registrar, in respect of each matter set out in Column 1 of the Schedule to this Act, the fee set out opposite that matter in Column 2 of that Schedule or, if another enactment establishes a fee in respect of that matter, that fee, and payment of the applicable fee is a condition precedent to the registrar filing any record and taking any other action in respect of that matter.

Power to make regulations

432  (1) The Lieutenant Governor in Council may make regulations as referred to in section 41 of the Interpretation Act.

(2) Without limiting subsection (1) of this section, the Lieutenant Governor in Council may make regulations as follows:

(a) respecting the services or functions to be provided by the registrar;

(b) respecting the location and business hours for the office of the registrar;

(c) respecting the form of any register kept by the registrar and the manner in which it is kept;

(d) respecting the manner and form in which, and the method by which, records and information may be provided or submitted to, or furnished or certified by, the registrar;

(e) prescribing records and information that must be provided or submitted to the registrar in, or in conjunction with, any record or information provided to the registrar or submitted to the registrar for filing, with power to prescribe different records and information for different situations;

(f) respecting the manner in which, and the method by which, records and information may be mailed, sent, furnished or provided, and the requirements that a person must meet to mail, send, furnish, provide or receive records or information in an electronic or other format, with power to prescribe different manners, methods and requirements for different records, information, entities and situations;

(g) respecting the manner and form in which and the time period within which records that are required or permitted to be prepared or kept under this Act must be prepared or kept, with power to prescribe different manners and forms for different records and situations;

(h) respecting prescribed addresses;

(i) respecting the form and content of the information to be included in any address required or permitted under this Act;

(j) respecting what must be included in a notice of articles, including amending, adding to or removing any of the requirements established under this Act;

(k) prescribing the manner in which the articles, notice of articles or restoration application of a company must set out any translation of the company's name that the company proposes to use outside Canada;

(l) prescribing classes of persons for the purposes of section 24 (1) (b) (iii);

(l.1) prescribing a person for the purposes of section 51.21 (3) (c);

(m) prescribing a period and an amount of support for the purposes of section 167 (7) (b);

(n) prescribing a fair market value amount for the purposes of section 188 (1) (b) (ii);

(o) prescribing a period and an amount of support for the purposes of section 189 (5) (c);

(p) prescribing a fraction of votes for the purposes of paragraph (b) of the definition of "insider" in section 192 (1);

(q) prescribing classes of corporations for the purposes of one or more of

(i)   paragraph (c) of the definition of "pre-existing reporting company" in section 1 (1),

(i.1)   paragraph (d) of the definition of "foreign unlimited liability corporation" in section 51.1,

(i.2)   section 51.8 (1) (a) (iii),

(ii)   section 185 (1) (b),

(iii)   paragraph (c) of the definition of "private company" in section 192 (1),

(iv)   section 197 (c), and

(v)   section 364 (3) (a);

(r) prescribing numbers of days for the purposes of one or more of

(i)   paragraph (a) (i) of the definition of "exceptional resolution" in section 1 (1),

(ii)   paragraph (a) (i) of the definition of "special resolution" in section 1 (1),

(iii)   paragraph (a) (i) of the definition of "special separate resolution" in section 1 (1),

(iv)   section 167 (5) (a),

(v)   section 169 (1),

(vi)   section 171 (2) (b),

(vii)   section 240 (1),

(viii)   section 271 (2),

(ix)   section 284 (3), and

(x)   section 289 (1) (c),

including prescribing different numbers of days for different resolutions, meetings, situations and classes of companies;

(s) respecting auditors and audit committees;

(t) prescribing the amounts of claims for the purposes of sections 278 (1) (a) and 322 (1) (b);

(t.1) respecting requirements that must be met in order for a foreign corporation to be continued into British Columbia as an unlimited liability company, with power to prescribe different requirements in relation to different foreign corporations or different classes of foreign corporations;

(u) prescribing the date in reference to which an extraprovincial company is required to file its annual report with the registrar under section 380 (1) (b);

(v) respecting

(i)   the completion of proxies, and

(ii)   the information that is to be contained in proxies;

(w) prescribing, for the purposes of section 410 (1) (b), which records may specify a date or a date and time on which the record is to take effect that is later than the filing of the record with the registrar;

(x) creating offences and prescribing penalties for the breach of any regulations made under this section;

(y) respecting fees or charges payable under this Act;

(z) respecting the amount of any fines payable under this Act;

(aa) respecting rates of interest payable under this Act;

(bb) prescribing a set of provisions, and designating those provisions as the "Statutory Reporting Company Provisions";

(cc) prescribing for the purposes of section 435 when any or all of the Statutory Reporting Company Provisions do not apply;

(cc.1) prescribing a set of provisions, and designating those provisions as the "Pre-existing Company Provisions";

(dd) prescribing a set of articles, and designating those articles as "Table 1";

(ee) respecting any rules, orders, forms and directions that may be desirable for carrying out the provisions of this Act or for regulating procedure or establishing practice under this Act;

(ff) respecting any matter the registrar considers necessary for carrying out the purposes of this Act, including matters in respect of which no express or only partial or imperfect provision has been made;

(gg) defining any word or expression used but not defined in this Act;

(hh) for meeting or removing any difficulty arising out of the transition to this Act from the Company Act, 1996, and for that purpose disapplying or varying any provision of this Act.

(3) Regulations that may be made under subsection (2) (a) of this section include the following:

(a) requiring or permitting the registrar to furnish notices to confirm

(i)   the receipt of records or information provided or submitted to the registrar, or

(ii)   the filing of records or information with the registrar;

(b) respecting the retention, reproduction, disposition, return and destruction of records filed with or maintained by the registrar;

(c) respecting searches of any register kept by the registrar, including

(i)   search requests, and

(ii)   search results;

(d) respecting access to records or information filed with the registrar or maintained by the registrar in an electronic or other format;

(e) respecting the methods by which a decision, notice or response of the registrar may be recorded or furnished;

(f) respecting the verification of information contained in any register kept by the registrar or of records filed with the registrar;

(g) respecting names, assumed names and translations of names and prescribing the requirements names, assumed names or translations of names must meet before being available for reservation or use under this Act;

(h) respecting the reservation of names and assumed names;

(i) authorizing the registrar to return any or all of the records filed by or on behalf of a company or an extraprovincial company to the company or extraprovincial company or to any other person the Lieutenant Governor in Council may prescribe;

(j) respecting the retention, use and disclosure of records returned under paragraph (i) of this subsection;

(k) respecting if and to what extent the registrar must retain copies of records returned under paragraph (i) and, if copies are to be retained, respecting the retention, use and disclosure by the registrar of those copies;

(l) respecting the manner in which the registrar is to publish notices that the registrar is required or permitted to publish under this Act, including prescribing different manners of publication for different notices;

(m) respecting the manner in which records may be certified under section 418.

(4) Regulations that may be made under subsection (2) (c) include the following:

(a) respecting the computerization of any register kept by the registrar;

(b) respecting the manner in which the registrar may record, photograph, store, maintain or reproduce a record or information filed with or provided to the registrar;

(c) authorizing the establishment of databases in an electronic or other format for records or information required or permitted to be filed with or maintained by the registrar;

(d) providing for the maintenance of, access to and use of the databases kept by the registrar;

(e) providing to the registrar the authority to enter into agreements for access to the computer database of any register kept by the registrar;

(f) respecting the authority provided to the registrar under paragraph (e) of this subsection.

(5) Regulations that may be made under subsection (2) (d) include the following:

(a) respecting the manner in which or the method by which records and information may be submitted to the registrar for filing, including prescribing different manners or methods for different records, information, entities and situations, including regulations requiring or permitting records and information that, under this Act or any other enactment, are required or permitted to be provided to the registrar or submitted to the registrar for filing

(i)   to be provided, or submitted to the registrar for filing, in an electronic or other format or in a combination of formats, or

(ii)   to be transmitted, either electronically or by another method, to an electronic or other database;

(b) requiring or permitting a record that, under this Act or any other enactment, is required or permitted to be provided to the registrar or submitted to the registrar for filing as a signed record

(i)   to be signed by an electronic signature or to be identified by a prescribed method, or

(ii)   to be submitted to the registrar for filing without signatures;

(c) providing that the electronic signature or other method of identification referred to in paragraph (b) (i) of this subsection has the same effect for all purposes as a signature, and providing that a record referred to in paragraph (b) (ii) has the same effect for all purposes as if it had the signatures that would otherwise have been required.

(6) A regulation under subsection (2) (d) may prescribe different forms for use by, different information to be provided by and different manners or methods of submitting records and information to the registrar for filing by corporations or limited liability companies or by different classes of corporations or limited liability companies including classes based on one or more of the following:

(a) the nature of the corporation or limited liability company;

(b) the jurisdiction in which the corporation was incorporated or, in the case of a limited liability company, in which the limited liability company was organized;

(c) if the corporation or limited liability company has, since its incorporation or organization, been continued or otherwise transferred by a process similar to continuation, the jurisdiction into which the corporation or limited liability company was most recently continued or transferred;

(d) if the corporation or limited liability company resulted from an amalgamation or a similar process, the jurisdiction in which the most recent of those events occurred.

(7) Regulations that may be made under subsection (2) (g) include the following:

(a) respecting the form and manner in which financial statements required under this Act must be produced;

(b) respecting data processing or information retrieval systems in which may be entered or recorded any record that any person is required by this Act to prepare or keep;

(c) respecting the form, content and use of any record or class of records, any statement or class of statements or any information or class of information that is required or permitted to be prepared, issued, sent, filed, given or provided under this Act;

(d) prescribing the times during which records may be inspected under section 46 (8) or 352 (4);

(e) prescribing the information respecting the addresses of directors and officers that must be recorded or otherwise kept by any person under this Act, and prescribing the persons or classes of persons to whom the residential address of a director or officer may be, or is not to be, disclosed in a search of that information.

(8) Regulations that may be made under subsection (2) (h) of this section include the following:

(a) prescribing the criteria that must apply to an address before it can be used as a prescribed address for the purposes of this Act;

(b) prescribing information that must or may be filed with or provided to the registrar by or in respect of a person in relation to whom a prescribed address is or is to be included in any record filed with or provided to the registrar, and the manner in which or the method by which and the time within which that information must or may be filed or provided;

(c) prescribing the information respecting the addresses of directors and officers that may be provided in response to search requests or otherwise, and prescribing the persons or classes of persons to whom the residential address of a director or officer may be, or is not to be, disclosed in a search of the corporate register or otherwise.

(9) Regulations that may be made under subsection (2) (s) include the following:

(a) respecting information that must be provided by the directors of a company to the company's auditor;

(b) prescribing the form and manner in which auditors' reports must be prepared;

(c) assigning responsibilities to audit committees.

(9.1) Without limiting the ability of the Lieutenant Governor in Council to make regulations respecting community contribution companies under any other subsection of this section, the Lieutenant Governor in Council may make the following regulations respecting community contribution companies:

(a) prescribing one or more purposes for the purposes of the definition of "community purpose" in section 51.91;

(b) prescribing entities or classes of entities for the purposes of paragraph (c) of the definition of “qualified entity” in section 51.91;

(c) respecting the alteration of the notice of articles of a community contribution company to remove the statement referred to in section 51.911 (1);

(d) prescribing persons or classes of persons for the purposes of section 51.921 (3) (c);

(e) respecting transfers contemplated by section 51.931 (1) (e) or (3);

(f) respecting dividends that may be declared by a community contribution company, including regulations respecting the amount and frequency of dividends;

(g) respecting interest contemplated by section 51.94 (3);

(h) respecting a community contribution company’s redemption or purchase of shares or other reduction of capital under section 51.941;

(i) respecting the manner in which the value of notice shares is to be determined in relation to a dissent by a shareholder of a community contribution company;

(j) respecting the dissolution of a community contribution company, including, without limitation, prescribing

(i)   a percentage for the purposes of section 51.95 (2) (b),

(ii)   the amounts that must be paid to shareholders of the company on dissolution before making the transfer referred to in section 51.95 (2) (b), and

(iii)   duties that the liquidator of the company must perform;

(k) prescribing, for the purposes of section 51.96,

(i)   information that must be included in a community contribution report,

(ii)   the amount referred to in section 51.96 (2) (f) (i), and

(iii)   the manner in which the community contribution report must disclose the required information.

(10) The Lieutenant Governor in Council may, under this section, make different regulations for computerized and non-computerized records and information.

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