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Contents
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Section
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Part 1 — Interpretation and Application
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Division 1 — Interpretation
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1
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Definitions
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2
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Corporate relationships
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3
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When a company is recognized
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Division 2 — Application
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4
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Special Act corporations
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5
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Dissolution
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Division 3 — Distribution of Records
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6
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Mailing of records
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7
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Sending of records
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8
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Furnishing of records by registrar
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9
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Service of records in legal proceedings
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Part 2 — Incorporation
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Division 1 — Formation of Companies
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10
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Formation of company
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11
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Notice of articles
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12
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Articles
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13
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Incorporation
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14
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Withdrawal of application for incorporation
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15
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Obligations of completing party
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16
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Articles on incorporation
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17
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Effect of incorporation
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18
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Evidence of incorporation
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19
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Effect of notice of articles and articles
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20
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Pre-incorporation contracts
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Division 2 — Corporate Names
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21
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Name of company
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22
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Reservation of name
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23
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Form of name of a company
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24
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Restrictions on use of name
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25
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Multilingual names
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26
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Assumed names
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27
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Name to be displayed
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28
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Registrar may order change of name
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29
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Other changes of name
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Division 3 — Capacity and Powers
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30
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Capacity and powers of company
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31
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Joint tenancy in property
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32
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Extraterritorial capacity
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33
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Restricted businesses and powers
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Division 4 — Company Offices
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34
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Registered and records offices
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35
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Change of registered or records office
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36
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Change of agent's office
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37
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Completion of change of address
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38
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Withdrawal of notice of change of address
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39
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Transfer of registered office by agent
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40
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Elimination of registered office
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41
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Transfer of records office by agent
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Division 5 — Company Records
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42
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Records office records
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43
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Records may be kept at other locations
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44
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Maintenance of records
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45
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Missing records
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46
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Inspection of records
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47
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Inspection of central securities registers
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48
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Copies
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49
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List of shareholders
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50
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Remedies on denial of access or copies
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51
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Company to file annual report
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Part 3 — Finance
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Division 1 — Authorized Share Structure
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52
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Kinds, classes and series of shares
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53
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Description of authorized share structure
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54
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Change in authorized share structure
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55
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Alterations may be expressed in a single resolution
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Division 2 — Share Attributes
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56
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Share is personal estate
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57
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Contents of share certificate
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58
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Special rights or restrictions
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59
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Classes of shares
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60
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Shares in series
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61
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No interference with class or series rights without consent
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Division 3 — Allotment and Issue of Shares
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62
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Issue of shares
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63
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Issue price for shares
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64
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Payment of consideration for shares
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65
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Deemed receipt of payment
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66
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[Repealed]
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67
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Commissions and discounts
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68
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Validation of creation, allotment or issue of shares
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69
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Fractional shares
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70
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Dividends
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71
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Discharge for payment
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Division 4 — Capital
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72
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Capital
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73
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Special rule
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74
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Reduction of capital
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75
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Exception to section 74
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Division 5 — Conversion, Exchange or Acquisition of Shares by Company
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76
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Conversion or exchange
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77
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Company may redeem or purchase
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78
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Purchase or acquisition prohibited when insolvent
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79
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Redemption prohibited when insolvent
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80 – 81
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[Repealed]
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82
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Cancellation and retention of shares
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83
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Elimination of fractional shares
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Division 6 — Purchase of Shares by Subsidiary
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84
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Definitions
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85
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Subsidiary may purchase shares of parent
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86
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Purchase prohibited when insolvent
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Division 7 — Liability of Shareholders
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87
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Liability of shareholders
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88
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Shareholder's liability for partly paid shares of a pre-existing company
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89
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Liability of former and present shareholders on bankruptcy or winding up
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Division 8 — Trust Indentures
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90
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Definitions
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91
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Application
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92
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Eligibility of trustee
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93
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Persons holding debentures may request information from trustee
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94
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Information for trustee
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95
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Evidence of compliance with trust indenture
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96
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Contents of evidence of compliance
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97
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Additional evidence of compliance
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98
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Notice of default
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99
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Trustee's duty of care
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100
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Reliance on statements
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101
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Trustee not relieved from duties
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Division 9 — Debentures
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102
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Validity of perpetual debenture
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103
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Enforcement of contract to take debentures
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104
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Issue of redeemed debenture
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Division 10 — Receivers and Receiver Managers
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105
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Powers of directors and officers
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106
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Duties of receiver and receiver manager
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Part 4 — Shares, Registers and Transfers
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107
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Right to share certificate
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108
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Shares jointly owned
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109
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Lost or destroyed certificate
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110
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Signature on share
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111
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Securities registers
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112
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Index of shareholders
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113
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Share transferable
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114
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Instrument of transfer
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115
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Powers of personal representative
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116
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Transfer by personal representative
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117
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Registration of transfer
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118
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Documents for transmission
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119
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Effect of documents provided
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Part 5 — Management
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Division 1 — Directors
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120
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Number of directors
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121
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First directors
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122
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Succeeding directors
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123
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Consent
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124
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Persons disqualified as directors
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125
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Share qualification
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126
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Register of directors
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127
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Companies to file notices as to directors
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128
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When directors cease to hold office
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129
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Application to remove self as director or officer
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130
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Memorandum or articles may apply to vacancies among directors
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131
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Vacancies among directors
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132
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Vacancies among class or series directors
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133
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End of term of replacement director
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134
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Loss of quorum
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135
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If no directors in office
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Division 2 — Powers and Duties of Directors, Officers,
Attorneys, Representatives and Agents
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136
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Powers and functions of directors
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137
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Powers of directors may be restricted and transferred
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138
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Application of this Act to persons performing functions of a director
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139
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Revocation of resolutions
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140
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Proceedings of directors
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141
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Officers
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142
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Duties of directors and officers
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143
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Validity of acts of directors and officers
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144
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Corporations may grant power of attorney in writing
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145
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Corporate representatives
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146
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Persons may rely on authority of companies and their directors, officers and agents
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Division 3 — Conflicts of Interest
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147
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Disclosable interests
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148
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Obligation to account for profits
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149
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Approval of contracts and transactions
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150
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Powers of court
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151
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Validity of contracts and transactions
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152
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Limitation of obligations of directors and senior officers
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153
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Disclosure of conflict of office or property
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Division 4 — Liability of Directors
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154
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Directors' liability
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155
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Dissent procedure by companies
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156
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Legal proceedings on liability
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157
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Limitations on liability
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158
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Liability if company's name not displayed
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Division 5 — Indemnification of Directors and Officers
and Payment of Expenses
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159
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Definitions
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160
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Indemnification and payment permitted
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161
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Mandatory payment of expenses
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162
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Authority to advance expenses
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163
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Indemnification prohibited
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164
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Court ordered indemnification
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165
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Insurance
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Division 6 — Meetings of Shareholders
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166
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Location of general meetings
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167
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Requisitions for general meetings
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168
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No liability
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169
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Notice of general meetings
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170
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Waiver of notice
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171
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Setting record dates
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172
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Quorum for shareholders' meetings
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173
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Voting
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174
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Participation at meetings of shareholders
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175
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Pooling agreements
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176
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Date of resolution
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177
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Subsidiary not to vote
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178
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Election of chair
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179
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Minutes
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180
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Consent resolutions of shareholders
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181
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Rules applicable to general meetings apply to other shareholders' meetings
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182
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Annual general meetings
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183
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First annual reference date for pre-existing companies
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184
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Pre-existing reporting company meetings
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185
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Information for shareholders
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186
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Powers of court
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Division 7 — Shareholders' Proposals
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187
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Definitions and application
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188
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Requirements for valid proposals
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189
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Rights and obligations arising from proposal
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190
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No liability
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191
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Refusal to process proposal
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Division 8 — Insiders
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192
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Liability of insiders
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Division 9 — General
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193
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Form and effect of contracts
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194
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Authentication or certification of records
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195
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Financial assistance
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Part 6 — Financial Records
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Division 1 — Accounting Records
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196
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Accounting records required
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Division 2 — Financial Statements
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197
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Exemption
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198
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Financial statements
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199
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Approval for publication
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200
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Waiver of financial statements
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201
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Financial statements for qualifying debentureholders
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Part 7 — Audits
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Division 1 — Definition and Application
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202
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Definition
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203
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Application of this Part
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Division 2 — Appointment and Removal of Auditors
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204
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Appointment of auditors
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205
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Persons authorized to act as auditors
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206
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Independence of auditors
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207
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Remuneration of auditors
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208
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Capacity to act as auditor
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209
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Removal of auditor during term
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210
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Change of auditor by public company
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211
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Replacement auditor must receive representations
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Division 3 — Duties and Rights of Auditors
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212
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Auditor's duty to examine and report
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213
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Qualifications on auditor's opinion
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214
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Shareholders may require auditor's attendance at general meetings
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215
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Auditor's information to be presented at general meetings
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216
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Amendment of financial statements and auditor's report
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217
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Access to records
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218
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Information as to foreign subsidiaries
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219
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Right and obligation of auditors to attend meetings
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220
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Qualified privilege
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Division 4 — Auditor Certification Board
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221
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Auditor Certification Board
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222
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Board function and liability
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Division 5 — Audit Committee
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223
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Application
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224
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Appointment and procedures of audit committee
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225
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Duties of audit committee
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226
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Provision of financial statements to audit committee
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Part 8 — Proceedings
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Division 1 — Court Proceedings
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227
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Complaints by shareholder
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228
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Compliance or restraining orders
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229
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Remedying corporate mistakes
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230
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Applications to court to correct records
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231
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Enforcement of duty to file records
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232
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Derivative actions
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233
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Powers of court in relation to derivative actions
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234
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Relief in legal proceedings
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235
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Applications to court under this Act
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236
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Court may order security for costs
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Division 2 — Dissent Proceedings
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237
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Definitions and application
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238
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Right to dissent
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239
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Waiver of right to dissent
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240
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Notice of resolution
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241
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Notice of court orders
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242
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Notice of dissent
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243
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Notice of intention to proceed
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244
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Completion of dissent
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245
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Payment for notice shares
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246
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Loss of right to dissent
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247
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Shareholders entitled to return of shares and rights
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Division 3 — Investigations
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248
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Appointment of inspector by court
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249
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Conditions applicable to court appointed inspectors
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250
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Appointment of inspector by company
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251
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Powers of inspectors
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252
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Exemption from disclosure to inspectors
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253
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Reports of inspector
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254
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Inspectors' reports as evidence in legal proceedings
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255
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Immunities during investigations
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Part 9 — Company Alterations
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Division 1 — Memorandum, Notice of Articles and Articles
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256
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Memorandum and articles of pre-existing company not to be altered
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257
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Alteration to notice of articles
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258
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Withdrawal of notice of alteration
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259
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Alteration to articles
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260
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Shareholders may dissent
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261
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Alteration to Table 1 articles
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262
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Articles issued by company must reflect alterations
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263
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Change of company name
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264
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Exceptional resolutions and resolutions respecting unalterable provisions
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265
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Resolution must be passed by greatest majority
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Division 2 — Conversion
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266
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Conversion of special Act corporations
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267
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Articles on conversion
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268
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Effect of conversion
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Division 3 — Amalgamation
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269
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Amalgamation permitted
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270
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Amalgamation agreements
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271
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Shareholder adoption of amalgamation agreements
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272
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Shareholders may dissent
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273
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Vertical short form amalgamations
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274
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Horizontal short form amalgamations
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275
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Formalities to amalgamation
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276
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Amalgamations with court approval
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277
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Amalgamations without court approval
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278
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Notice to creditors in relation to an amalgamation without court approval
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279
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Amalgamation
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280
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Withdrawal of amalgamation application
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281
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Registrar's duties on amalgamation
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282
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Effect of amalgamation
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Division 4 — Amalgamation into a Foreign Jurisdiction
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283
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Definitions
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284
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Amalgamations into foreign jurisdictions
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285
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When amalgamation under this Division prohibited
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286
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After amalgamation
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287
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Shareholders may dissent
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Division 5 — Arrangements
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288
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Arrangement may be proposed
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289
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Adoption of arrangement
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290
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Information regarding arrangement
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291
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Role of court in arrangements
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292
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Required filings
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293
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Obligations on company if memorandum altered
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294
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Obligations on company if articles altered
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295
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If arrangement includes amalgamation
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296
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Application of Act to arrangements
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297
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Binding effect of arrangements
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298
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Abandoning arrangements
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299
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Withdrawal of arrangement records
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Division 6 — Compulsory Acquisitions
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300
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Acquisition procedures
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Division 7 — Disposal of Undertaking
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301
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Power to dispose of undertaking
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Division 8 — Transfer of Incorporation
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302
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Application for continuation into British Columbia
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303
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Continuation
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304
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Withdrawal of continuation application
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305
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Effect of continuation
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306
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Rights preserved
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307
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Articles for a continued company
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308
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Application for continuation out of British Columbia
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309
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Shareholders may dissent
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310
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When continuation out of British Columbia prohibited
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311
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After continuation
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Part 10 — Liquidation, Dissolution and Restoration
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Division 1 — Definitions and Application
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312
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Definitions
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313
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Application of this Part
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Division 2 — Voluntary Dissolution without Liquidation
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314
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Authorization for voluntary dissolution
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315
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Provision for unpaid debts and undelivered assets
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316
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Application for voluntary dissolution
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317
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Date of dissolution
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318
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Withdrawal of application for dissolution
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Division 3 — Voluntary Liquidation
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319
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Authorization for liquidation
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320
|
Limits on liquidator
|
|
|
321
|
Statement of intent to liquidate
|
|
|
322
|
Resignation and removal of liquidators in voluntary liquidations
|
|
|
323
|
Withdrawal of statement of intent to liquidate
|
|
|
Division 4 — Powers and Duties of the Court
|
|
|
324
|
Court may order company be liquidated and dissolved
|
|
|
325
|
Court orders respecting liquidations
|
|
|
326
|
Remuneration of liquidator appointed by court
|
|
|
Division 5 — Liquidators
|
|
|
327
|
Qualifications of liquidators
|
|
|
328
|
Validity of acts of liquidators
|
|
|
329
|
Filing of notices
|
|
|
330
|
Duties of liquidators
|
|
|
331
|
Notice to creditors
|
|
|
332
|
Limitations on claimants
|
|
|
333
|
Liquidation records office
|
|
|
334
|
Powers of liquidators
|
|
|
335
|
Recovery of property by liquidators
|
|
|
336
|
Right to distribution in money
|
|
|
337
|
Provision for unpaid debts and undelivered assets
|
|
|
338
|
Obligation to prepare accounts
|
|
|
339
|
Limitations on liability
|
|
|
Division 6 — Corporate Status before Dissolution
|
|
|
340
|
Capacity of companies in liquidation
|
|
|
Division 7 — Proceedings for Dissolution
|
|
|
341
|
Completion of liquidation
|
|
|
342
|
Court approval of dissolution in court ordered liquidations
|
|
|
343
|
Application for dissolution
|
|
|
Division 8 — Effect of Dissolution
|
|
|
344
|
Effect of dissolution
|
|
|
345
|
Certificates of dissolution
|
|
|
346
|
Dissolved companies deemed to continue for litigation purposes
|
|
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