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| Copyright (c) Queen's Printer, Victoria, British Columbia, Canada |
IMPORTANT INFORMATION |
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COMPANY ACT — Continued
[RSBC 1996] CHAPTER 62
163 (1) Every company must keep at its records office
(a) its certificate of incorporation,
(b) a copy of its memorandum, including every amendment of it,
(c) a copy of its articles, including every amendment of them,
(d) its register of members, except as provided by section 69,
(e) its register of transfers, unless the register of members is kept elsewhere as provided by section 69,
(f) its register of directors,
(g) its register of debentureholders, except as provided by section 78 or 79,
(h) its register of debentures,
(i) its register of indebtedness,
(j) its register of allotments, unless the register of members is kept elsewhere as provided by section 69,
(k) the minutes of every general meeting and class meeting of the company,
(l) the minutes of every meeting of its directors,
(m) a copy of every document filed with the registrar,
(n) a copy of every certificate issued to it by the registrar,
(o) a copy of every order of the minister or the registrar relating to the company,
(p) a copy of every written contract under which the company has allotted any shares for a consideration other than cash,
(q) a copy of every other document and instrument approved in the pre-ceding 10 years by the directors,
(r) a copy of every mortgage created or assumed by the company, whether or not required to be registered,
(s) a copy of every audited financial statement of the company and its subsidiaries, whether or not consolidated with the financial statement of the company, including the auditor's reports,
(t) if the company is an amalgamated company,
(i) every record, document or instrument described in paragraphs (a) to (j), (m) to (p) and (u) to (w),
(ii) every record, document or instrument described in paragraphs (l), (q) and (r), and
(iii) every record, document or instrument described in paragraphs (k) and (s),
of each of the amalgamating companies,
(u) if the company is being wound up, the minutes of every meeting of its creditors,
(v) a copy of every prospectus and takeover bid circular issued in the preceding 10 years by the company or any subsidiary,
(w) a copy of every information circular issued in the preceding 10 years by the company or any subsidiary,
(x) a copy of the instrument of continuation under section 36, if any, and
(y) if a receiver or receiver manager is appointed under an instrument registered in the office of the registrar, the name and address of the receiver or receiver manager, the date of the appointment of the receiver or receiver manager and the date the receiver or receiver manager ceases to act or completes the duties of that office.
(2) Except as provided in subsection (3), the records, documents and instruments referred to in subsection (1) are those established or made, and the information in them relates to matters occurring after October 1, 1973.
(3) The records, documents and instruments referred to in subsection (1) (a) to (d), (g) and (k) are those relating to matters occurring since the incorporation of the company, or of the amalgamating companies, as the case may be, but, with respect to the period before October 1, 1973, only to the extent that the records, documents or instruments referred to in those paragraphs were required to be kept by the provisions of any former Companies Act.
(4) Every company that contravenes this section commits an offence.
164 (1) Every director of a company may examine and take extracts from the records, documents and instruments of that company referred to in section 163, without charge, and every former director may examine and take extracts from the records, documents and instruments referred to in section 163 that relate to the time when he or she was a director, without charge.
(2) Every member or debentureholder of a company may examine and take extracts from the records, documents and instruments of that company referred to in section 163 (1), except those referred to in paragraphs (l), (q), (r) and (t) (ii), without charge.
(3) If a company is a reporting company, any person may examine and take extracts from the records, documents and instruments of that company referred to in section 163, (1) except those referred to in paragraphs (l), (q), (r) and (t) (ii), on payment of 50¢ or a lesser sum the company prescribes, for each record, document or instrument examined.
(4) If a company is not a reporting company, any person may examine and take extracts from the records, documents and instruments of that company referred to in section 163 (1), except those referred to in paragraphs (k), (l), (q), (r), (s) and (t) (ii) and (iii), on payment of the charge mentioned in subsection (3).
(5) The records, documents or instruments may be examined during normal business hours, but, in the case of examination by any person other than a director, the company may, by ordinary resolution, impose reasonable restrictions, provided that at least 2 consecutive normal business hours in each day, Saturday and holidays excepted, are allowed for examination.
165 Every person entitled to examine a record, document or instrument of the company under section 164 is entitled to require the company to furnish the person with a copy on payment of a reasonable charge not exceeding the sum of 50¢ for every page copied.
166 Every member of a company is entitled on request and without charge to a copy of the memorandum and articles.
167 Every company, or its agent, must promptly furnish to any person a list setting out
(a) the names and addresses of the members of the company, and the number of shares owned by each member, or
(b) the names and addresses of each debentureholder of the company,
made up to a date not more than 14 days before the date of delivery to the company or its agent of the affidavit referred to in paragraph (d), on the person
(c) making application to the company, or its agent, in writing,
(d) delivering to the company, or its agent, an affidavit of the person, or if the person is a corporation, an affidavit of a director or officer of the corporation authorized by its directors, stating
(i) the name, address and occupation of the person,
(ii) if the person is a corporation, the name and address for service of the corporation, and
(iii) that the list is required and will be used only for corporate purposes, and
(e) paying to the company, or its agent, a reasonable fee.
168 Every person who uses a list of members or debentureholders for other than corporate purposes commits an offence.
169 Every company that refuses to permit a person to examine or take extracts from any record, document or instrument or to furnish a person with a copy or a list of members or debentureholders contrary to section 164, 165, 166 or 167 commits an offence, and, in imposing a penalty for the offence, the court may order that an examination or extract be permitted or a copy furnished within a time the court considers appropriate.
170 (1) Records and registers that are required by this Act to be prepared and maintained by or on behalf of a company may be in a bound or looseleaf form, or entered or recorded by any system of mechanical or electronic data processing, or by any other information storage device from which the company is capable of reproducing, in a reasonable time, any required information in intelligible form.
(2) Minutes that are required by this Act to be kept by a company must be kept in a bound or looseleaf book.
(3) A company and its agents must take adequate precautions with respect to the records and registers required by this Act to be prepared and maintained so as to
(a) avoid loss, mutilation or destruction,
(b) avoid falsification of entries, and
(c) provide simple, reliable and prompt access.
(4) Every person who contravenes this section commits an offence.
Division 2 — Accounting Records
171 (1) Every company must keep proper accounting records in respect of all financial and other transactions of the company, and, without limiting the generality of the foregoing, must keep records of
(a) every sum of money received and disbursed by the company and the matters in respect of which the receipt and disbursement takes place,
(b) every sale and purchase by the company,
(c) every asset and liability of the company, and
(d) every other transaction affecting the financial position of the company.
(2) The accounting records of a company must be kept at a place determined by the directors, but the registrar may order that they be kept in British Columbia.
(3) The accounting records of a company must be open to the inspection of any director during the normal business hours of the company.
(4) Subject to the articles or an ordinary resolution, the directors may determine to what extent, at which times and places and under what conditions the accounting records of the company must be open to the inspection of members.
(5) Every company that contravenes a requirement of this section commits an offence.
Division 3 — Financial Statements
172 (1) Every reporting company, at least 10 days before the date of its annual general meeting, must send, by prepaid post to the auditor, and to each member at the member's latest address as shown on the register of members, a copy of the financial statement referred to in section 145 and the auditor's report on the financial statement.
(2) Every reporting company, on demand by a debentureholder of the company, must furnish the debentureholder with a copy of the reporting company's latest financial statement and a copy of the auditor's report on the financial statement.
(3) Every company that is not a reporting company, on demand by a member or a debentureholder of the company, must furnish the member or debentureholder with a copy of the company's latest financial statement and the auditor's report on the financial statement.
(4) Every company that contravenes a requirement of this section commits an offence.
173 (1) Every company that, within 6 months after its incorporation, becomes a reporting company must, within 8 months after its incorporation, send to each member an interim financial statement for the 6 month period that began on the date of incorporation containing
(a) a statement of source and application of funds, and
(b) sufficient relevant financial information in summary form to present fairly the results of the operations of the company for the period, including
(i) a statement of sales or gross operating revenue,
(ii) extraordinary items of income or expense,
(iii) net income before income taxes imposed by any taxing authority,
(iv) income taxes imposed by any taxing authority, and
(v) net profit or loss.
(2) Every company that completes a financial year and, at the end of that financial year, is a reporting company must, within 60 days after the date to which it is made up, send to every member a comparative interim financial statement for the 6 month period that began immediately after the end of that financial year and for the comparable 6 month period, if any, in the 12 months immediately preceding the end of that financial year containing
(a) a statement of source and application of funds for each period, and
(b) sufficient relevant financial information in summary form to present fairly the results of the operations of the company for each period, including
(i) a statement of sales or gross operating revenue,
(ii) extraordinary items of income or expense,
(iii) net income before income taxes imposed by any taxing authority,
(iv) income taxes imposed by any taxing authority, and
(v) net profit or loss.
(3) There must be stated, by way of note to the comparative interim financial statement, particulars of any change in accounting principle or practice, or in the method of applying any accounting principle or practice, made during the period covered that affects the comparability of the comparative interim financial statement with the financial statement for the preceding financial year, or with the interim financial statement for the comparable 6 month period, and the effect, if material, of the change on the profit or loss for the period covered by the comparative interim financial statement.
(4) For the purposes of subsection (3), a change in accounting principle or practice, or in the method of applying any accounting principle or practice, affects the comparability of a statement with that for the preceding financial year or comparable 6 month period, even though it did not have a material effect on the profit or loss for the period covered by the comparative interim financial statement.
(5) Every interim financial statement required by this section must,
(a) if prepared without audit, be clearly marked to that effect, and
(b) be sent by prepaid mail to every member at the member's last address as shown on the register of members.
(6) Every company that contravenes a provision of this section commits an offence.
174 (1) Every financial statement, or interim financial statement, issued, published or circulated by a company must be first approved by the directors, and the approval evidenced by the signatures of 2 directors, or, if there is only one director, by that director.
(2) Every financial statement issued, published or circulated by a company
(a) that is to be presented to an annual general meeting of its members must have attached
(i) the auditor's report required under Part 6, or
(ii) a copy of the resolution consented to under section 179, or
(b) must have attached every auditor's report made in respect to it, and
(c) must not, unless it has been audited and an auditor's report has been made, purport to be an audited financial statement.
(3) Every company that issues, publishes or circulates a financial statement, or an interim financial statement required by section 173, that does not comply with this section and with regulations made under section 175 commits an offence.
175 The Lieutenant Governor in Council may make regulations
(a) respecting the form and contents of financial statements and interim financial statements, and
(b) providing for exemptions from all or any of the requirements of section 173.
176 (1) Every holding company may include in the financial statement to be submitted at an annual general meeting and in each of its comparative interim financial statements the assets and liabilities and income and expense of any one or more of its subsidiaries, making due provision for minority interests, and indicating in it that it is presented in consolidated form.
(2) If the assets and liabilities and income and expense of any one or more subsidiaries of a holding company are not included in the financial statement of the holding company,
(a) the financial statement of the holding company must include
(i) the reason why the assets and liabilities and income and expense of the subsidiary or subsidiaries are not included,
(ii) if there is only one subsidiary, the amount of the holding company's proportion of the profit or loss of the subsidiary for the financial period coinciding with or ending in the financial period of the holding company, or, if there is more than one subsidiary, the amount of the holding company's proportion of the aggregate profits less losses, or losses less profits, of every subsidiary for the respective financial periods coinciding with or ending in the financial period of the holding company,
(iii) the amount included as income from the subsidiaries in the statement of profit and loss of the holding company and the amount included as a provision for the loss or losses of the subsidiaries,
(iv) if there is only one subsidiary, the amount of the holding company's proportion of the undistributed profits of the subsidiary earned since the acquisition of the shares of the subsidiary by the holding company to the extent that that amount has not been taken into the accounts of the holding company, or, if there is more than one subsidiary, the amount of the holding company's proportion of the aggregate undistributed profits of the subsidiaries earned since the acquisition of their shares by the holding company less its proportion of the losses, if any, suffered by any subsidiary since the acquisition of its shares, to the extent that that amount has not been taken into the accounts of the holding company, and
(v) any qualifications contained in the report of the auditor of any subsidiary on its financial statement for the financial period to which the report relates, and any note or reference contained in that financial statement to call attention to a matter that, apart from the note or reference, would properly have been referred to in the qualification, in so far as the matter that is the subject of the qualification or note is not provided for by the holding company's financial statement and is material to its members,
(b) if the directors of the holding company do not, for any reason, obtain the information required under paragraph (a), the directors who sign the financial statement of the holding company must so report in writing to the holding company giving their reasons, and their report must be included in the financial statement of the holding company, and
(c) if, in the opinion of the auditor of the holding company, adequate provision has not been made in the financial statement of the holding company for the holding company's proportion
(i) if there is only one subsidiary, of the loss of the subsidiary suffered since the acquisition of its shares by the holding company, or
(ii) if there is more than one subsidiary, of the aggregate losses suffered by the subsidiaries since the acquisition of their shares by the holding company in excess of the holding company's proportion of the undistributed profits, if any, earned by any of the subsidiaries since the acquisition,
the auditor must state in the auditor's report the additional amount that in the auditor's opinion is necessary to make full provision therefor.
177 Every financial statement of a holding company must include
(a) the names of every subsidiary, designating in a distinctive manner those whose accounts are consolidated in the financial statement, and
(b) if the financial year of a subsidiary does not coincide with that of the holding company, the date of the financial year end of that subsidiary and the reason the financial year does not coincide.
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