Copyright © 2004: Queen's Printer,
Victoria, British Columbia, Canada
IMPORTANT INFORMATION

BUSINESS CORPORATIONS ACT — Continued
[SBC 2002] CHAPTER 57

Part 2 — Incorporation

Division 1 — Formation of Companies

Formation of company

10 (1) One or more persons may form a company by

(a) entering into an incorporation agreement,

(b) filing with the registrar an incorporation application, and

(c) complying with this Part.

(2) An incorporation agreement must

(a) contain the agreement of each incorporator to take, in that incorporator's name, one or more shares of the company,

(b) for each incorporator,

(i) have a signature line with the full name of that incorporator set out legibly under the signature line, and

(ii) set out legibly opposite the signature line of that incorporator,

(A) the date of signing by that incorporator, and

(B) the number of shares of each class and series of shares being taken by that incorporator, and

(c) be signed on the applicable signature line by each incorporator.

(3) An incorporation application referred to in subsection (1) (b) must

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

(b) contain a completing party statement referred to in section 15,

(c) set out the full names and mailing addresses of the incorporators,

(d) set out

(i) the name reserved for the company under section 22, and the reservation number given for it, or

(ii) if a name is not reserved, a statement that the name by which the company is to be incorporated is the name created by adding "B.C. Ltd." after the incorporation number of the company, and

(e) contain a notice of articles that reflects the information that will apply to the company on its incorporation.

Notice of articles

11 Unless this Act provides otherwise, the notice of articles of a company must

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

(b) set out the name of the company,

(c) set out the full name of, and prescribed address for, each of the directors,

(d) identify the registered office of the company by its mailing address and its delivery address,

(e) identify the records office of the company by its mailing address and its delivery address,

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

(g) describe the authorized share structure of the company in accordance with section 53, and

(h) set out, in respect of each class and series of shares, whether there are special rights or restrictions attached to the shares of that class or series of shares and, if there are or were special rights or restrictions, set out the date of each resolution altering those special rights or restrictions that was passed after, and the date of each court order altering those special rights or restrictions that was made after, the later of

(i) the day on which this Act comes into force, and

(ii) the date on which the company is recognized under this Act.

(i) [Repealed 2003-71-2.]

Articles

12 (1) A company must have articles that

(a) set rules for its conduct,

(b) are mechanically or electronically produced, and

(c) are divided into consecutively numbered or lettered paragraphs.

(2) The articles of a company must

(a) set out every restriction, if any, on

(i) the businesses that may be carried on by the company, and

(ii) the powers that the company may exercise,

(b) set out, for each class and series of shares, all of the special rights or restrictions that are attached to the shares of that class or series of shares,

(c) subject to subsection (5),

(i) set out the incorporation number of the company,

(ii) set out the name of the company, and

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

(3) Without limiting subsections (1) and (2), the first set of articles of a company incorporated under this Act must

(a) have a signature line with the full name of each incorporator set out legibly under the signature line, and

(b) be signed on the applicable signature line by each incorporator.

(4) Without limiting subsections (1) and (2), a company may, in its articles, adopt, by reference or by restatement, with or without alteration, all or any of the provisions of Table 1 and, in that case, those adopted provisions form part of the articles.

(5) After the recognition of a company, any individual may insert in the company's articles, whether or not there has been any resolution to direct or authorize that insertion,

(a) the incorporation number of the company, and

(b) the name and any translation of the name of the company.

(6) Despite any wording to the contrary in a security agreement or other record, a change to a company's articles in accordance with subsection (5) does not constitute a breach or contravention of, or a default under, the security agreement or other record, and is deemed for the purposes of the security agreement or other record not to be an alteration to the charter of the company.

Incorporation

13 (1) A company is incorporated

(a) on the date and time that the incorporation application applicable to it is filed with the registrar, or

(b) subject to sections 14 and 410, if the incorporation application specifies a date, or a date and time, on which the company is to be incorporated that is later than the date and time on which the incorporation application is filed with the registrar,

(i) on the specified date and time, or

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

(2) After a company is incorporated under this Part, the registrar must issue a certificate of incorporation for the company and must record in that certificate the name and incorporation number of the company and the date and time of its incorporation.

(3) After a company is incorporated under this Part, the registrar must

(a) furnish to the company

(i) the certificate of incorporation, and

(ii) a certified copy of the incorporation application and a certified copy of the notice of articles,

(b) furnish a copy of the incorporation application to the completing party, and

(c) publish in the prescribed manner a notice of the incorporation of the company.

Withdrawal of application for incorporation

14 At any time after an incorporation application is filed with the registrar and before a company is incorporated in accordance with that incorporation application, an incorporator or any other person who appears to the registrar to be an appropriate person to do so may withdraw the incorporation application by filing with the registrar a notice of withdrawal in the form established by the registrar identifying the incorporation application.

Obligations of completing party

15 (1) A completing party must,

(a) before an incorporation application is submitted to the registrar for filing to incorporate a company,

(i) examine the articles and incorporation agreement to ensure that both are endorsed within the meaning of subsection (2),

(ii) designate as incorporators, in the incorporation application, all of those persons who have endorsed both the articles and the incorpo-ration agreement and no other persons, and

(iii) complete the completing party statement in the incorporation application, and

(b) after the company is incorporated, deliver to the delivery address of the company's records office, or mail by registered mail to the mailing address of the company's records office, the originally signed articles and incorporation agreement examined by the completing party.

(2) For the purposes of subsection (1), a record is endorsed if

(a) the record contains a signature line for each signatory with the name of that signatory set out legibly under the signature line,

(b) an original signature has been placed on each of those signature lines, and

(c) the completing party has no reason to believe that the signature placed on a signature line is not the signature of the person whose name is set out under that signature line.

Articles on incorporation

16 On its incorporation, a company incorporated under this Act has, as its articles, the articles that are signed by the persons designated as incorporators in the incorporation application but if, despite sections 12 and 15, articles have not been signed by all of those persons when the incorporation application is filed with the registrar to incorporate the company, the company has as its articles,

(a) if a set of articles has been signed by one or more of the persons designated as incorporators in the incorporation application, those articles, or

(b) if none of the persons designated as incorporators in the incorporation application have signed articles for the company, Table 1.

Effect of incorporation

17 On and after the incorporation of a company, the shareholders of the company are, for so long as they remain shareholders of the company, a company with the name set out in the notice of articles, capable of exercising the functions of an incorporated company with the powers and with the liability on the part of the shareholders provided in this Act.

Evidence of incorporation

18 Whether or not the requirements precedent and incidental to incorporation have been complied with, a notation in the corporate register that a company has been incorpo-rated is conclusive evidence for the purposes of this Act and for all other purposes that the company has been duly incorporated on the date and time shown in the corporate register.

Effect of notice of articles and articles

19 (1) Subject to subsection (2), a company and its shareholders are bound by the company's articles and notice of articles in the manner contemplated by subsection (3) from the time at which the company is recognized.

(2) A pre-existing company and its shareholders are bound, in the manner contemplated by subsection (3),

(a) by the company's notice of articles, if any,

(b) by the company's articles, and

(c) subject to section 373 (3) or 439 (3), as the case may be, by the company's memorandum.

(3) A company and its shareholders are bound by the company's articles and notice of articles or by its memorandum and articles, as the case may be, and by any alterations made to those records under this Act or a former Companies Act, to the same extent as if those records

(a) had been signed and sealed by the company and by each shareholder, and

(b) contained covenants on the part of each shareholder and the shareholder's successors and personal or other legal representatives to observe the articles and notice of articles or memorandum and articles, as the case may be.

Pre-incorporation contracts

20 (1) In this section:

"facilitator" means a person referred to in subsection (2) who, before a company is incorporated, purports to enter into a contract in the name of or on behalf of the company;

"new company" means a company incorporated after a pre-incorporation contract is entered into in the company's name or on the company's behalf;

"pre-incorporation contract" means a purported contract referred to in subsection (2).

(2) Subject to subsections (4) (b) and (8), if, before a company is incorporated, a person purports to enter into a contract in the name of or on behalf of the company,

(a) the person is deemed to warrant to the other parties to the purported contract that the company will

(i) come into existence within a reasonable time, and

(ii) adopt, under subsection (3), the purported contract within a reasonable time after the company comes into existence,

(b) the person is liable to the other parties to the purported contract for damages for any breach of that warranty, and

(c) the measure of damages for that breach of warranty is the same as if

(i) the company existed when the purported contract was entered into,

(ii) the person who entered into the purported contract in the name of or on behalf of the company had no authority to do so, and

(iii) the company refused to ratify the purported contract.

(3) If, after a pre-incorporation contract is entered into, the company in the name of which or on behalf of which the pre-incorporation contract was purportedly entered into by the facilitator is incorporated, the new company may, within a reasonable time after its incorporation, adopt that pre-incorporation contract by any act or conduct signifying its intention to be bound by it.

(4) On the adoption of a pre-incorporation contract under subsection (3),

(a) the new company is bound by and is entitled to the benefits of the pre-incorporation contract as if the new company had been incorporated at the date of the pre-incorporation contract and had been a party to it, and

(b) the facilitator ceases, except as provided in subsections (6) and (7), to be liable under subsection (2) in respect of the pre-incorporation contract.

(5) If the new company does not adopt the pre-incorporation contract under subsection (3) within a reasonable time after the new company is incorporated, the facilitator or any party to that pre-incorporation contract may apply to the court for an order directing the new company to restore to the applicant any benefit received by the new company under the pre-incorporation contract.

(6) Whether or not the new company adopts the pre-incorporation contract under subsection (3), the new company, the facilitator or any party to the pre-incorpo-ration contract may apply to the court for an order

(a) setting the obligations of the new company and the facilitator under the pre-incorporation contract as joint or joint and several, or

(b) apportioning liability between the new company and the facilitator.

(7) On an application under subsection (6), the court may, subject to subsection (8), make any order it considers appropriate.

(8) A facilitator is not liable under subsection (2) in respect of the pre-incorporation contract if the parties to the pre-incorporation contract have, in writing, expressly so agreed.

Division 2 — Corporate Names

Name of company

21 (1) Subject to this Division, a company recognized under this Act has as its name, on its recognition,

(a) the name shown for the company on the application filed to effect the recognition of the company if

(i) that name has been reserved for the company, and

(ii) that reservation remains in effect at the date of the recognition of the company, or

(b) in any other case, the name created by adding "B.C. Ltd." after the incorporation number of the company.

(2) Subsection (1) does not apply to a company that is recognized as a result of an amalgamation to which section 273, 274 or 275 (2) (b) (i) (A) applies.

Reservation of name

22 (1) A person wishing to reserve a name for the purposes of this Act must apply to the registrar.

(2) After receiving an application to reserve a name under subsection (1), the registrar may reserve the name for a period of 56 days from the date of reservation or any longer period that the registrar considers appropriate.

(3) After receiving a request for the extension of a reservation of a name, the registrar may, if that request is received before the expiry of that reservation, extend that reservation for the period that the registrar considers appropriate.

(4) The registrar must not reserve a name for the purposes of this section unless that name complies with the prescribed requirements and with the other requirements set out in this Division.

(5) A name that the registrar for good and valid reasons disapproves contravenes the requirements of this Division.

Form of name of a company

23 (1) A company must have the word "Limited", "Limitée", "Incorporated", "Incorporée" or "Corporation" or the abbreviation "Ltd.", "Ltée", "Inc." or "Corp." as part of and at the end of its name.

(2) For all purposes, each of the words "Limited", "Limitée", "Incorporated", "Incorporée" and "Corporation" is interchangeable with its abbreviation "Ltd.", "Ltée", "Inc." and "Corp.", respectively.

Restrictions on use of name

24 (1) A person must not use in British Columbia any name of which "limited", "limitée", "incorporated", "incorporée", "corporation" or "international financial business", or any abbreviation of them, is a part unless

(a) the person is a corporation entitled or required to use the words, or

(b) in the case of "limited" or "limitée", the person is

(i) a limited liability company registered under section 377 as an extra-provincial company,

(ii) a limited partnership, within the meaning of the Partnership Act, that is entitled or required to use that word, or

(iii) a member of a class of persons prescribed for the purposes of this section.

(2) Without limiting subsection (1), a person must not use in British Columbia any name that includes "(VCC)" unless

(a) the person is registered under the Small Business Venture Capital Act, or

(b) the person is a federal corporation entitled or required to use that inclusion.

(3) Without limiting subsection (1), a person must not use in British Columbia any name that includes "(EVCC)" unless

(a) the person is registered under Part 2 of the Employee Investment Act, or

(b) the person is a federal corporation entitled or required to use that inclusion.

Multilingual names

25 (1) Subject to this Division, the name of a company must be in one or both of

(a) an English form, and

(b) a French form.

(2) If the name of a company is in both an English form and a French form, the company may use, and may be legally designated by, either form or a combination of both forms for the purposes of section 27 or any other purpose.

(3) Subject to section 256, a company may translate its name into any other language and may be designated by that translation of the name outside Canada if the translation of the name is set out in

(a) the memorandum, or

(b) the notice of articles in accordance with section 11 (f) and in the articles in accordance with section 12 (2) (c) (iii).

Assumed names

26 (1) If the name of a foreign entity contravenes any of the prescribed requirements or any of the other requirements set out in this Division, the foreign entity must, if it wishes to be registered as an extraprovincial company, reserve an assumed name and section 22 applies.

(2) If a foreign entity reserves an assumed name, the registrar may register the foreign entity as an extraprovincial company with its own name, if the foreign entity provides an undertaking to the registrar, in form and content satisfactory to the registrar, that it will carry on all of its business in British Columbia under that assumed name, and on such registration the extraprovincial company is deemed to have adopted the assumed name.

(3) An extraprovincial company that has adopted an assumed name under this Act

(a) must acquire all property, rights and interests in British Columbia under its assumed name,

(b) is entitled to all property, rights and interests acquired, and is subject to all liabilities incurred, under its assumed name as if the property, rights and interests and the liabilities had been acquired and incurred under its own name, and

(c) may sue or be sued in its own name, its assumed name or both.

(4) No act of an extraprovincial company that has adopted an assumed name under this Act, including a transfer of property, rights or interests to or by it, is invalid merely because the act contravenes subsection (3) (a) of this section.

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

Name to be displayed

27 (1) A company or extraprovincial company must display its name or, in the case of an extraprovincial company that has adopted an assumed name under this Act, its assumed name, in legible English or French characters,

(a) in a conspicuous position at each place in British Columbia at which it carries on business,

(b) in all its notices and other official publications used in British Columbia,

(c) on all its contracts, business letters and orders for goods, and on all its invoices, statements of account, receipts and letters of credit used in British Columbia, and

(d) on all bills of exchange, promissory notes, endorsements, cheques and orders for money used in British Columbia and signed by it or on its behalf.

(2) If a company has a seal, the company must have its name in legible characters on that seal.

Registrar may order change of name

28 (1) If, for any reason, the name of a company contravenes any of the prescribed requirements or any of the other requirements set out in this Division, the registrar may, in writing and giving reasons, order the company to change its name, and section 263 applies.

(2) If, for any reason, the name or assumed name of an extraprovincial company contravenes any of the prescribed requirements or any of the other requirements set out in this Division, the registrar may, in writing and giving reasons, order the extraprovincial company to change its name or assumed name or to adopt an assumed name, and section 382 or 383, as the case may be, applies.

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

Other changes of name

29 (1) If the Superintendent of Financial Institutions notifies the registrar of the superintendent's disapproval of the name of a captive insurance company, the registrar may, in writing, and giving reasons, order the company to change its name to one that meets the approval of both the registrar and the superintendent.

(2) The registrar may, in writing, and giving reasons, order a company to change its name to one that does not include the abbreviation "(VCC)" if the administrator under the Small Business Venture Capital Act informs the registrar that the company is not registered under the Small Business Venture Capital Act.

(3) The registrar may, in writing, and giving reasons, order a company to change its name to one that does not include the words "International Financial Business" or the abbreviation "I.F.B." if the superintendent, as defined under the International Financial Business Act, informs the registrar that the company is not licensed under the International Financial Business Act.

(4) The registrar may, in writing, and giving reasons, order a company to change its name to one that does not include the abbreviation "(EVCC)", if the administrator under the Employee Investment Act informs the registrar that the company is not registered under Part 2 of that Act.

(5) If the registrar is informed by the proper officer of a self governing professional society, institute, college or association that a corporation, or an extraprovincial company, that was permitted to practise the profession has had that permission revoked by the society, institute, college or association, the registrar must, in writing, and giving reasons, order the corporation or extraprovincial company to change its name or assumed name to one that does not imply that the corporation or extraprovincial company is authorized to practise the profession.

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

Division 3 — Capacity and Powers

Capacity and powers of company

30 A company has the capacity and the rights, powers and privileges of an individual of full capacity.

Joint tenancy in property

31 (1) Every corporation is capable of acquiring and holding property, rights and interests in joint tenancy in the same manner as an individual, and, if a corporation and one or more individuals or other corporations become entitled to property, rights or interests under circumstances or by virtue of an instrument that would, if the corporation had been an individual, have created a joint tenancy, they are entitled to the property, rights or interests as joint tenants.

(2) Despite subsection (1), acquiring and holding property, rights or interests by a corporation in joint tenancy is subject to the same conditions and restrictions as attach to acquiring and holding property, rights or interests by a corporation in severalty.

(3) On the dissolution of a corporation that is a joint tenant of property, rights or interests, the property, rights or interests devolve on the other joint tenant.

Extraterritorial capacity

32 Unless restricted by its charter or by an Act, each British Columbia corporation has the capacity

(a) to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside British Columbia to the extent that the laws of that jurisdiction permit, and

(b) to accept from any lawful authority outside British Columbia powers and rights concerning the corporation's business and powers.

Restricted businesses and powers

33 (1) A company must not

(a) carry on any business or exercise any power that it is restricted by its memorandum or articles from carrying on or exercising, or

(b) exercise any of its powers in a manner inconsistent with those restrictions in its memorandum or articles.

(2) No act of a company, including a transfer of property, rights or interests to or by the company, is invalid merely because the act contravenes subsection (1).

Division 4 — Company Offices

Registered and records offices

34 (1) Subject to section 40, a company must maintain a registered office and a records office in British Columbia.

(2) The registered office and the records office may be located at the same place.

(3) A company recognized under this Act has as the mailing address and delivery address of its first registered office and the mailing address and delivery address of its first records office the mailing addresses and delivery addresses respectively shown for those offices on the notice of articles that applies to the company on its recognition.

Change of registered or records office

35 (1) Subject to section 34 (1), a company that has been authorized to do so under subsection (2) of this section may change one or both of the mailing address and delivery address of one or both of its registered office and records office by filing with the registrar a notice of change of address in the form established by the registrar.

(2) A company is authorized to file a notice of change of address with the registrar if the change of address reflected in the notice has been authorized

(a) in any manner required or permitted by the articles, or

(b) if the articles are silent as to the manner in which a change of address is to be authorized, by a directors' resolution.

(3) A change of address reflected in a notice of change of address filed with the registrar under this section takes effect under section 37 whether or not the change of address has been authorized in accordance with subsection (2).

Change of agent's office

36 (1) A person who maintains the registered office or records office of one or more companies at the person's place of business or residence may, if there is to be a change to one or both of the mailing address and the delivery address of that place of business or residence, before that change occurs, file with the registrar a notice of change of address in the form established by the registrar.

(2) A person referred to in subsection (1) must, if there is a change to one or both of the mailing address and the delivery address of the place of business or residence at which the person maintains the registered office or records office and if a notice of change of address reflecting that change was not filed under subsection (1) before that change occurred, promptly after that change occurs, file with the registrar a notice of change of address in the form established by the registrar.

(3) If the person referred to in subsection (1) or (2) is not the only director of a company for which the person maintains a registered office or records office, the person must, before or promptly after filing a notice of change of address under this section, send a copy of that notice to a director of that company who is not that person.

Completion of change of address

37 (1) A change of address reflected in a notice of change of address filed with the registrar under section 35 or 36 takes effect

(a) subject to section 38, at the beginning of the day following the date on which the notice of change of address is filed with the registrar, or

(b) subject to sections 38 and 410, if the notice of change of address specifies a date on which the notice of change of address is to take effect that is later than the day following the date on which the notice of change of address is filed with the registrar, at the beginning of the specified date.

(2) At the time that a change of address under section 35 or 36 takes effect in relation to a company that has a notice of articles, the company's notice of articles is altered to reflect that change.

(3) After a change of address under section 35 or 36 takes effect, the registrar must furnish to the company,

(a) if the company has a notice of articles, a certified copy of the notice of articles as altered, or

(b) in any other case, confirmation of the change of address.

Withdrawal of notice of change of address

38 At any time after a notice of change of address is filed with the registrar under section 35 or 36 and before the change of address takes effect, the company in respect of which the filing was made or any other person who appears to the registrar to be an appropriate person to do so may withdraw the notice of change of address by filing with the registrar a notice of withdrawal in the form established by the registrar identifying the notice of change of address.

Transfer of registered office by agent

39 (1) In this section, "applicant agent" means a person

(a) who is not a director or officer of the company, and

(b) who is authorized by the company to maintain the registered office of the company at the person's residence or place of business.

(2) An applicant agent who maintains the registered office of a company at the person's residence or place of business may apply to the registrar, in an application to transfer registered office in the form established by the registrar, to transfer the location of the registered office to the British Columbia residence of a director or officer of the company.

(3) At least 21 days before submitting an application under subsection (2) to the registrar for filing, the applicant agent must, subject to subsection (5), provide to the director or officer referred to in subsection (2) a notice in writing

(a) advising that the applicant agent will make an application under this section unless, within 21 days after the date of the notice, the company files with the registrar a notice of change of address under section 35 to transfer the location of its registered office, and

(b) specifying the British Columbia residence address of the director or officer as the address to which the location of the registered office is to be transferred by the application.

(4) An applicant agent must provide to the registrar, concurrently with submitting the application to the registrar for filing, an affidavit of the applicant agent

(a) confirming that subsection (3) has been complied with,

(b) proposing that the registered office be located at the residence address specified, under subsection (3) (b), in the notice referred to in that subsection,

(c) describing that residence address as a mailing address and as a delivery address,

(d) providing the reasons for the applicant agent's belief that the proposed location, as described, is the residence of the director or officer referred to in the application, and

(e) providing proof

(i) that the director or officer referred to in the application received the notice referred to in subsection (3), or

(ii) in a case to which subsection (5) applies, that the applicant agent complied with the court order made under that subsection.

(5) An applicant agent who is unable to ensure receipt by the director or officer of the notice referred to in subsection (3) may apply to the court for an order of substituted service of that notice and may serve that notice in accordance with any order made in response to that application.

(6) A director or officer who receives the notice referred to in subsection (3) may apply to the court for an order that the location of the registered office not be transferred to the residence of the director or officer.

(7) The registered office of the company is transferred to the residence address specified in the application under subsection (2) at the beginning of the day following the date on which the application is filed with the registrar.

(7.1) If a company to which subsection (7) applies has a notice of articles, the company's notice of articles is, at the time that its registered office is transferred, altered to reflect that transfer.

(8) After the registered office of a company is transferred under this section, the registrar must

(a) furnish to the company,

(i) if the company has a notice of articles, a certified copy of the notice of articles as altered, or

(ii) in any other case, confirmation of the transfer of the registered office, and

(b) furnish a copy of the notice of articles or the confirmation, as the case may be, to the applicant agent.

Elimination of registered office

40 (1) In this section, "applicant agent" has the same meaning as in section 39 (1).

(2) If an applicant agent for a company is unable to locate any of the directors or officers of the company, the applicant agent may apply to the court to eliminate the registered office of the company.

(3) An application under subsection (2) must be accompanied by an affidavit of the applicant agent as to the steps taken to locate the directors and officers of the company.

(4) On an application under subsection (2), the court

(a) may, if satisfied that no director or officer can, after reasonable efforts, be located, make the order it considers appropriate, including an order that the registered office of the company be eliminated on the terms and conditions that the court considers appropriate, and

(b) must, if the court makes an order that the registered office of the company be eliminated under paragraph (a) of this subsection, set out, by order, the manner in which records may be served on, and mailed, delivered, sent, provided and furnished to, the company.

(5) If the court orders that the registered office be eliminated under subsection (4), the applicant agent must promptly file with the registrar a notice of elimination of registered office in the form established by the registrar and a copy of the entered order.

(6) The registered office of a company is eliminated at the beginning of the day following the date on which the notice of elimination of registered office is filed with the registrar.

(7) If a company to which subsection (6) applies has a notice of articles, the company's notice of articles is, at the time that its registered office is eliminated, altered to reflect that elimination.

(8) After the registered office of a company is eliminated, the registrar must furnish to the company,

(a) if the company has a notice of articles, a certified copy of the notice of articles as altered, or

(b) in any other case, confirmation of the elimination of the registered office.

(9) The service of records on and the mailing, delivering, sending, providing or furnishing of records to a company that has had its registered office eliminated under this section may be effected in the manner ordered by the court under subsection (4) (b), and any reference in this Act to serving a record on, or mailing, by ordinary or registered mail, delivering, sending, providing or furnishing a record to, the registered office of a company is, if that company has had its registered office eliminated under this section, deemed to be a reference to the manner ordered by the court under subsection (4) (b).

Transfer of records office by agent

41 (1) In this section, "applicant agent" means a person

(a) who is not a director or officer of the company, and

(b) who is authorized by the company to maintain the records office of the company at the person's residence or place of business.

(2) An applicant agent who maintains the records office of a company at the person's residence or place of business may apply to the court to transfer the location of the records office to the British Columbia residence of a director or officer of the company if, at least 21 days before filing the application with the court, the applicant agent provides to that director or officer a notice in writing

(a) advising that the applicant agent will make an application under this section unless, within 21 days after the date of the notice, the company files with the registrar a notice of change of address under section 35 to transfer the location of its records office, and

(b) specifying the British Columbia residence address of the director or officer as the address to which the location of the records office is to be transferred by the application.

(3) Unless, within 21 days after the date of the notice referred to in subsection (2) of this section, the company files with the registrar a notice of change of address under section 35 to transfer the location of its records office, the applicant agent may apply to the court to transfer the location of the records office to the residence of the director or officer of the company to whom the notice referred to in subsection (2) of this section was provided.

(4) An application under subsection (3) must be accompanied by an affidavit of the applicant agent

(a) confirming that subsection (2) has been complied with,

(b) proposing that the records office be located at the residence address specified, under subsection (2) (b), in the notice referred to in that subsection,

(c) describing that residence address as a mailing address and as a delivery address,

(d) providing the reasons for the applicant agent's belief that the proposed location, as described, is the residence of the director or officer referred to in the application, and

(e) providing proof that the director or officer referred to in the application received the notice referred to in subsection (2).

(5) A director or officer who receives the notice referred to in subsection (2) may apply to the court for an order that the location of the records office not be transferred to the residence of the director or officer.

(6) If, on an application under subsection (3), the court orders that the records office be transferred, the applicant agent must promptly submit to the registrar for filing,

(a) a notice of transfer of records in the form established by the registrar to confirm that the records kept at the company's records office have been physically transferred to the new location of the records office ordered by the court, and

(b) a copy of the entered order.

(7) A transfer of the records office of a company under this section takes effect when the notice of transfer of records referred to in subsection (6) is filed with the registrar.

(8) If the company to which subsection (7) applies has a notice of articles, the company's notice of articles is, at the time that the transfer of its records office takes effect, altered to reflect that transfer.

(9) After the records office of a company is transferred under this section, the registrar must furnish to the company,

(a) if the company has a notice of articles, a certified copy of the notice of articles as altered, or

(b) in any other case, confirmation of the transfer of the records office.

Division 5 — Company Records

Records office records

42 (1) Subject to section 43, a company must keep the following records at its records office:

(a) its certificate of incorporation, certificate of conversion, certificate of amalgamation or certificate of continuation, as the case may be, any certificate of change of name and any certificate of restoration applicable to the company;

(b) if the registrar has furnished to the company one or more certified copies of records in fulfillment of a requirement under this Act to do so, other than in response to a request by the company for the certified copy, or has furnished one or more confirmations under section 37 (3) (b), 39 (8) (a) (ii), 40 (8) (b), 41 (9) (b) or 127 (3) (b), each of those certified copies or confirmations;

(c) a copy of each of the following:

(i) each entered order of the court made in respect of the company under this Act;

(ii) each order of the registrar made in respect of the company;

(iii) each order made by the executive director or the Securities Commission under section 91;

(iv) each affidavit deposited in the company's records office under section 277 (1), 284 (7) (a) or 316 (1) (a);

(d) its central securities register unless, under section 111 (4), the directors designate a different location, in which case the company must

(i) keep the central securities register at that designated location, and

(ii) keep at its records office a notice identifying the mailing address and delivery address of the location at which that register is kept;

(e) its register of directors;

(f) a copy of each consent to act as a director received by the company;

(g) a copy of each written resignation referred to in section 128;

(h) a copy of any report sent to the company under section 253 (1);

(i) the minutes of every meeting of shareholders;

(j) a copy of each consent resolution of shareholders and each consent under section 327 (1), and, if the consents of the shareholders are expressed on more than one record, a copy of each of those records;

(k) unless contained in the minutes of the applicable meeting or in a consent resolution,

(i) the complete text of any resolution passed at a meeting of share-holders, and

(ii) a copy of each written record referred to in section 148 (3) or (4) or 153 that records a disclosure made to the shareholders under Division 3 of Part 5 by a current director or a current senior officer;

(l) the minutes of every meeting of directors or of a committee of directors, and, unless contained in the minutes of the applicable meeting, a list of every director present at the meeting;

(m) a copy of each consent resolution of the directors or of a committee of directors, and, if the consents of the directors are expressed on more than one record, a copy of each of those records;

(n) unless contained in the minutes of the applicable meeting or in a consent resolution,

(i) the complete text of any resolution passed at a meeting of directors or of a committee of directors,

(ii) a copy of each written record referred to in section 148 (3) or (4) or 153 that records a disclosure made to the directors under Division 3 of Part 5 by a current director or a current senior officer, and

(iii) a copy of each written record that records a disclosure under section 195 (7) (a);

(o) a copy of each written dissent received under section 154 (5) or (8);

(p) a copy of

(i) each of the audited financial statements of the company and its subsidiaries, whether or not consolidated with the financial statements of the company, including the auditor's reports prepared in relation to those financial statements, and

(ii) unless kept under subparagraph (i) of this paragraph, the financial statements referred to in section 185 (1) that were prepared in relation to the most recently completed financial year;

(q) a copy of any representations sent to the company under section 209 (5) and any response sent to the company under section 209 (6);

(r) if the company is an amalgamated company, copies of the records described in the following paragraphs of this subsection for each amalgamating company:

(i) paragraphs (a) to (h);

(ii) paragraphs (i) to (k);

(iii) paragraphs (l) to (o);

(iv) paragraphs (p) and (q).

(2) In addition to the records referred to in subsection (1), a company must keep the following records at its records office:

(a) in relation to its articles,

(i) subject to subparagraphs (ii) and (iii) of this paragraph,

(A) the set of articles referred to in section 16, 267, 282 (1) (c) or 307, as the case may be, that apply to the company on its recognition, or

(B) in the case of a pre-existing company, a copy of the set of articles that apply to the company on its compliance with section 370 (1) (a) and (b) or 436 (1) (a) and (b), as the case may be,

(ii) in the case of a company that has, by operation of this Act, or has adopted, by reference, any or all of Table 1 or Table A as or in its articles,

(A) a copy of that table or, if a copy of that table is otherwise available at that office and is, in relation to the company, available there for inspection and copying in accordance with sections 46 and 48, a record confirming that that table is available at that office for inspection and copying in accordance with sections 46 and 48, and

(B) that part, if any, of its articles that is not included in that table,

(iii) in the case of a company that has wholly replaced its articles,

(A) the replacement set of articles, and

(B) a copy of the set of articles that the company has wholly replaced, and

(iv) a copy of every resolution or other record altering or replacing the articles, which copy must, in the case of records retained under subparagraph (i), (ii) (B) or (iii) of this paragraph, as the case may be, be attached to those records;

(b) if the company was incorporated under this Act, the signed copy of the incorporation agreement referred to in section 15 (1) (b);

(c) if the company resulted from the continuation of a foreign corporation into British Columbia under this Act, the records, relating to the period before the continuation of the company, that the foreign corporation was required to keep by the corporate legislation of the foreign corporation's jurisdiction;

(d) if the company resulted from an amalgamation of one or more foreign corporations with one or more companies, the records, relating to the period before the amalgamation, that each of the foreign corporations was, before the amalgamation, required to keep by the corporate legislation of the foreign corporation's jurisdiction;

(e) if the company is a pre-existing company,

(i) copies of the memorandum and articles that applied to the company on the coming into force of this Act, altered as necessary to reflect the information, if any, added under section 434 (1) (a),

(ii) subject to subsection (3) of this section and unless kept elsewhere in the manner provided by section 69 or 79 of the Company Act, 1996, each of its register of allotments, its register of transfers, its register of members, its register of debentures and its register of debentureholders, and

(iii) any records, not otherwise retained by the company under this section, that the company was required to keep under the Company Act, 1996 that relate to the period before the coming into force of this Act;

(f) if the company is an amalgamated company, copies of the records described in the following paragraphs of this subsection for each amalgamating company:

(i) paragraphs (a) and (b);

(ii) paragraph (c);

(iii) paragraph (d);

(iv) paragraph (e) (i);

(v) paragraph (e) (ii);

(vi) paragraph (e) (iii).

(3) A pre-existing company need not keep a register of allotments, a register of transfers or a register of members under subsection (2) (e) (ii) or (f) (v) of this section if the whole of the information that was, under section 65, 66 or 67 respectively of the Company Act, 1996, required to be kept in that register is included in the company's central securities register.

Records may be kept at other locations

43 (1) Despite section 42 but without limiting subsection (2) of this section, records referred to in section 42 (1) (i), (j), (k), (l), (m), (n), (o), (p), (q) or (r) (ii), (iii) or (iv) or (2) (c), (d), (e) (ii) or (iii) or (f) (ii), (iii), (v) or (vi) may, after 7 years from the date on which they were received for deposit at the records office, be kept by the company at a location other than the records office so long as those records can be produced from that other location by the person who maintains the records office for the company on 48 hours' notice, not including Saturdays and holidays.

(2) Despite section 42 but subject to section 111 (4), a company may keep all or any of the records referred to in section 42 (1) and (2) at a location other than the records office so long as those records are

(a) kept in a prescribed form, and

(b) available for inspection and copying in accordance with sections 46 and 48 during statutory business hours at the records office by means of a computer terminal or other electronic technology.

Maintenance of records

44 (1) Any record that a company is required to keep at its records office under section 42 must be deposited in that office promptly after the company's preparation or receipt, as the case may be, of the record.

(2) Records that are required by this Act to be prepared or kept by or on behalf of a company

(a) must be in a bound or looseleaf form, or

(b) must

(i) in the case of records referred to in section 42, be kept in a prescribed form, or

(ii) in any other case, subject to the regulations, be kept, entered or recorded in any other manner that will allow them to be inspected and copied in accordance with this Act.

(3) The person who maintains the records office for the company must note on each record received for deposit at the company's records office the date and time on which that record is received for deposit if that record is one that the company is, under section 42, required to keep at its records office.

(4) A company, the person who maintains the records office for the company and any other agent of the company who has a duty to prepare or keep any of the records required by this Act must take adequate precautions in preparing and keeping those records so as to

(a) keep those records in a complete state,

(b) avoid loss, mutilation and destruction,

(c) avoid falsification of entries, and

(d) provide simple, reliable and prompt access.

Missing records

45 (1) If the court is satisfied that a record that was or that should have been deposited in the records office of a company has been destroyed or is lost, the court may, on the application of an interested person, make the order it considers appropriate and may, without limitation,

(a) make a declaration as to what was contained in the record,

(b) declare the record to have existed with full legal effect from the date and time that the company was recognized or from any other date and time that the court may order, and

(c) if a declaration is made under paragraph (a) in respect of the contents of a record, order that some or all of those contents

(i) apply to a person or to an event, or

(ii) do not apply to a person or to an event, whether or not those contents would have applied to the person or the event on or after the date ordered by the court under paragraph (b).

(2) If an order is made under subsection (1) in respect of a record, the provisions of this Division that are applicable to that record apply to a copy of the entered order.

Inspection of records

46 (1) The following persons may, without charge, inspect all of the records that a company is required to keep under section 42:

(a) a current director of the company;

(b) if and to the extent permitted by the articles,

(i) a shareholder of the company, or

(ii) any other person.

(2) A former director of a company and, if and to the extent permitted by the articles that were in effect immediately before the person ceased to be a shareholder, a former shareholder of a company may, without charge, inspect all of the records that the company is required to keep under section 42 that relate to the period when that person was a director or shareholder, as the case may be.

(3) The following persons may, without charge, inspect all of the records that a company is required to keep under section 42, other than the records referred to in section 42 (1) (l) to (o) and (r) (iii):

(a) a shareholder or qualifying debentureholder of the company;

(b) a former shareholder of the company to the extent that those records relate to the period when that person was a shareholder.

(4) Any person may, without charge, inspect all of the records that a company is required to keep under section 42, other than the records referred to in section 42 (1) (l) to (o) and (r) (iii), if the company is a public company or a pre-existing reporting company.

(5) In the case of a company that is not one referred to in subsection (4) of this section, on payment of the prescribed fee to the person who maintains the records office for the company, any person may inspect all of the records that the company is required to keep under section 42, other than the records referred to in section 42 (1) (i) to (q) and (r) (ii) to (iv).

(6) Despite subsections (1) to (5) of this section but without limiting any obligation to pay the fee required under this section, a person may inspect a record kept by a company under section 42 (2) (c), (d), (e) (ii) or (iii) or (f) (ii), (iii), (v) or (vi) only if and to the extent that,

(a) in the case of a record kept under section 42 (2) (c) or (f) (ii), the person was entitled to do so under the corporate legislation of the jurisdiction that, before the continuation, was the foreign corporation's jurisdiction,

(b) in the case of a record kept in the records office of an amalgamated company under section 42 (2) (d) or (f) (iii) in relation to an amalgamating foreign corporation, the person was entitled to do so under the corporate legislation of the jurisdiction that, before the amalgamation, was the foreign corporation's jurisdiction, or

(c) in the case of a record kept under section 42 (2) (e) (ii) or (iii) or (f) (v) or (vi), the person was entitled to do so under the Company Act, 1996.

(7) Subject to subsection (8) of this section, an inspection of a company's records that is authorized by this section may be conducted during statutory business hours.

(8) A company may, by an ordinary resolution, impose restrictions on the times during which a person, other than a current director, may inspect the company's records under this section, but those restrictions must permit inspection of those records during the times set out in the regulations.

Inspection of central securities registers

47 (1) Despite section 46, a person, other than a current director of a company, seeking to inspect the central securities register of the company must, before exercising the person's right to inspection under section 46, provide the following to the person who has custody or control of that register unless excused from doing so by the company:

(a) an affidavit of the person seeking to inspect the register,

(i) stating the name and mailing address of the applicant or, if the applicant is a corporation, its name and the mailing address, and, if different, the delivery address, of its registered office or equivalent, and

(ii) stating that any information and extracts obtained from, and any copies of, the register will not be used except as permitted under subsection (2) of this section;

(b) for an applicant other than one to whom section 46 (1), (2), (3) or (4) applies, payment of the prescribed fee charged for that inspection by the person having custody or control of the register.

(2) A person must not use the information and extracts obtained from, and any copies of, the central securities register except in connection with an effort to

(a) influence the voting of shareholders of the company at any meeting of shareholders,

(b) acquire or sell securities of the company,

(c) effect an amalgamation or a similar process involving the company or a reorganization of the company, or

(d) call a meeting under section 167 (8) or 322 (4).

Copies

48 (1) If a person who is entitled under section 46 or 47 to inspect a record requests a copy of that record and pays any fee prescribed in relation to that copy, the person who has custody or control of that record must provide, in accordance with subsection (3) of this section, a copy of that record to that person

(a) promptly after receipt of the request and payment, or

(b) in the case of a record that is, under section 43 (1), kept at a location other than the records office, within 48 hours, not including Saturdays and holidays, after the request and payment are received.

(2) Despite subsection (1) of this section, a shareholder of a company is entitled on request and without charge to receive from the person who maintains the records office for the company a copy of

(a) the notice of articles or memorandum, as the case may be, and

(b) the articles.

(3) A copy of a record referred to in subsection (1) or (2) must be provided in the manner agreed to by the person who has custody or control of the record and the person seeking to obtain the copy or, in the absence of such an agreement,

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

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

List of shareholders

49 (1) A person may apply to a company, or to the person who has custody or control of its central securities register, for a list setting out the following:

(a) the names and last known addresses of the shareholders;

(b) the number of shares of each class or series of shares held by each of those shareholders.

(2) An application under subsection (1) must be in writing and must include

(a) an affidavit of the person seeking the list

(i) stating the name and mailing address of the applicant or, if the applicant is a corporation, its name and the mailing address, and, if different, the delivery address, of its registered office or equivalent, and

(ii) stating that the list will not be used except as permitted under subsection (3), and

(b) payment of the fee charged under subsection (7).

(3) A person must not use a list obtained under this section except in connection with an effort to

(a) influence the voting of shareholders of the company at any meeting of shareholders,

(b) acquire or sell securities of the company,

(c) effect an amalgamation or a similar process involving the company or a reorganization of the company, or

(d) call a meeting under section 167 (8) or 322 (4).

(4) Promptly after receipt of the application referred to in subsection (1) of this section, the company or the person who has custody or control of its central securities register must provide to the applicant the requested list made up to and including a date, specified in the list, that is not more than 14 days before the date on which the application was received.

(5) If the applicant so requests in the application, the company or the person who has custody or control of its central securities register must, promptly after receipt of the application, provide to the applicant supplemental lists that meet the require-ments of subsection (6).

(6) Supplemental lists under subsection (5) must

(a) be prepared for the period beginning on the date following the date specified in the basic list provided under subsection (4) and ending on the date on which the application under subsection (1) is received, and

(b) for each day in that period on which there is a change to the information contained in the basic list, set out the changes that occurred to the information in the basic list on that day.

(7) The company or the person who has custody or control of its central securities register may charge a reasonable fee for any basic list provided under subsection (4), and a reasonable fee for any supplemental list provided under subsection (5).

(8) A list referred to in subsection (4) or (5) must be provided in the manner agreed to by the company or the person who has custody or control of its central securities register and the applicant or, in the absence of such an agreement,

(a) must, if the applicant so requests, be provided by mailing it to that applicant, or

(b) may, in any other case, be provided to the applicant by making it available for pick-up at the office at which the central securities register is kept.

Remedies on denial of access or copies

50 (1) A person who claims to be entitled under section 46, 47, 48 or 49 to obtain a list, to inspect a record or to receive a copy of a record, may apply in writing to the registrar for an order under subsection (2) of this section if that person is not provided with the list, given access to the record or provided with a copy of the record.

(2) If, on the application of a person referred to in subsection (1), it appears to the registrar that the company, the person who maintains the records office for the company or the person who has custody or control of its central securities register has, contrary to this Division, failed to provide a list to the applicant, give the applicant access to a record or provide the applicant with a copy of a record, the registrar may order the company to provide to the registrar whichever of the following the company considers appropriate:

(a) the list or a certified copy of the record;

(b) an affidavit of a director or officer of the company setting out why the applicant is not entitled to obtain

(i) the list, or

(ii) access to or a copy of the record.

(3) The registrar must

(a) set out in any order made under subsection (2) an explanation of the basis on which the applicant claims to be entitled to obtain the list, access to the record or a copy of the record, and

(b) furnish a copy of that order to the company and the applicant.

(4) The company referred to in an order made under subsection (2) must comply with that order within 15 days after the date of the order.

(5) If the company provides a list or a certified copy of a record to the registrar under subsection (2) (a), the registrar must furnish the list or the certified copy of the record to the applicant.

(6) If the company provides an affidavit of a director or officer to the registrar under subsection (2) (b), the registrar must furnish the affidavit to the applicant.

(7) An applicant under subsection (1) may, on notice to the company, apply to the court for an order that the applicant be provided with a list, access to a record or a copy of a record, if

(a) an affidavit respecting the list or record is furnished to the applicant by the registrar under subsection (6), or

(b) the company fails to comply with subsection (4).

(8) Without limiting the power of the registrar under section 422 (1) (c), the court may, on an application under subsection (7) of this section, make the order it considers appropriate and may, without limitation, do one or more of the following:

(a) make an order that a list or access to a record be provided to the applicant, or that a certified copy of a record be provided to the applicant, within the time specified by the order;

(b) make an order directing the company to do one or both of the following:

(i) change the location of the records office of the company to a location that the court considers appropriate;

(ii) replace the person who maintains the records office for the company or who has custody or control of its central securities register;

(c) order the company to pay to the applicant damages in an amount that the court considers appropriate;

(d) order the company, the person who maintains the records office for the company or the person who has custody or control of its central securities register or some or all of them to pay to the applicant the applicant's costs of and related to the application.

(9) An order may be made under subsection (8) in addition to a legal proceeding, conviction or penalty for an offence under Division 4 of Part 12.

Company to file annual report

51 Subject to sections 330 (k) and 411 (2), a company must annually, within 2 months after each anniversary of the date on which the company was recognized, file with the registrar an annual report in the form established by the registrar containing information that is current to the most recent anniversary.

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