| |
Section |
|
Part 1 -- Interpretation and Application |
| |
Division 1 -- Interpretation |
| |
1 |
Definitions |
| |
2 |
Corporate relationships |
| |
3 |
Share ownership |
| |
4 |
Recognition of a company |
| |
Division 2 -- Application |
| |
5 |
Application of Act to pre-existing companies |
| |
6 |
Special Act corporations |
| |
7 |
Dissolution |
| |
Division 3 -- Distribution of Records |
| |
8 |
Mailing of records |
| |
9 |
Sending of records |
| |
10 |
Provision of records by registrar |
| |
11 |
Service of records |
Part 2 -- Incorporation |
| |
Division 1 -- Formation of Companies |
| |
12 |
Formation of company |
| |
13 |
Notice of articles |
| |
14 |
Articles |
| |
15 |
Incorporation |
| |
16 |
Obligations of completing party |
| |
17 |
Articles on incorporation |
| |
18 |
Effect of incorporation |
| |
19 |
Evidence of incorporation |
| |
20 |
Effect of notice of articles and articles |
| |
21 |
Pre-incorporation contract |
| |
Division 2 -- Corporate Names |
| |
22 |
Name of company |
| |
23 |
Reservation of name |
| |
24 |
Form of name of company |
| |
25 |
Multilingual names |
| |
26 |
Assumed names |
| |
27 |
Name to be displayed |
| |
28 |
Registrar may order change of corporate name |
| |
29 |
Other changes of name |
| |
Division 3 -- Capacity and Powers |
| |
30 |
Capacity and powers of company |
| |
31 |
Joint tenancy in property |
| |
32 |
Extraterritorial capacity |
| |
33 |
Restricted businesses and powers |
| |
Division 4 -- Company Offices |
| |
34 |
Registered and records offices |
| |
35 |
Change of registered or records office |
| |
36 |
Change of agent's office |
| |
37 |
Completion of change of address |
| |
38 |
Transfer of registered office by agent |
| |
39 |
Elimination of registered office |
| |
40 |
Transfer of records office by agent |
| |
Division 5 -- Company Records |
| |
41 |
Application and definition |
| |
42 |
Records office records |
| |
43 |
Form of records |
| |
44 |
Missing records |
| |
45 |
Examination of records |
| |
46 |
Copies |
| |
47 |
List of shareholders |
| |
48 |
Remedies on denial of access or copies |
| |
49 |
Company to file annual report |
Part 3 -- Finance |
| |
Division 1 -- Authorized Share Structure |
| |
50 |
Authorized share structure |
| |
51 |
Description of authorized share structure |
| |
52 |
Change in authorized share structure |
| |
53 |
Subdivision, consolidation and change of shares |
| |
54 |
Alterations to authorized share structure, capital or shares |
| |
Division 2 -- Share Attributes |
| |
55 |
Shares of the company |
| |
56 |
Contents of share certificate |
| |
57 |
Special rights or restrictions |
| |
58 |
Classes of shares |
| |
59 |
Shares in series |
| |
60 |
No interference with class or series rights without consent |
| |
Division 3 -- Issue and Allotment of
Shares |
| |
61 |
Issue and allotment of shares |
| |
62 |
Consideration for shares |
| |
63 |
Payment of consideration for shares |
| |
64 |
Deemed receipt of payment |
| |
65 |
Power of pre-existing company to allot and issue shares |
| |
66 |
Commissions and discounts |
| |
67 |
Validation of creation, issue or allotment |
| |
68 |
Fractional shares |
| |
69 |
Dividends |
| |
70 |
Reduction of capital |
| |
71 |
Exception to section 70 |
| |
72 |
Effective date of resolution |
| |
Division 4 -- Conversion, Exchange or
Acquisition of Shares by Company |
| |
73 |
Conversion or exchange |
| |
74 |
Company may redeem or purchase |
| |
75 |
Purchase of fractional shares |
| |
76 |
Purchase or acquisition prohibited when insolvent |
| |
77 |
Redemption prohibited when insolvent |
| |
78 |
Shares of pre-existing company to be purchased rateably |
| |
79 |
Shares of pre-existing company to be redeemed rateably |
| |
80 |
Cancellation and retention of shares |
| |
81 |
Elimination of fractional shares |
| |
Division 5 -- Purchase of Shares by
Subsidiary |
| |
82 |
Definitions |
| |
83 |
Subsidiary may purchase shares of parent |
| |
84 |
Purchase prohibited when insolvent |
| |
Division 6 -- Liability of Shareholders |
| |
85 |
Liability of shareholders |
| |
86 |
Liability of a pre-existing company for partly paid shares |
| |
87 |
Shareholder's liability may be extinguished or reduced |
| |
88 |
Liability of former and present shareholders |
| |
Division 7 -- Trust Indentures and Debt
Obligations |
| |
89 |
Definitions |
| |
90 |
Application |
| |
91 |
Eligibility of trustee |
| |
92 |
Persons holding debt obligations may request information from trustee |
| |
93 |
Information for trustee |
| |
94 |
Evidence of compliance with trust indenture |
| |
95 |
Contents of evidence of compliance |
| |
96 |
Additional evidence of compliance |
| |
97 |
Notice of default |
| |
98 |
Trustee's duty of care |
| |
99 |
Reliance on statements |
| |
100 |
Trustee not relieved from duties |
| |
101 |
Validity of perpetual debenture |
| |
102 |
Enforcement of contract to take debentures |
| |
103 |
Issue of redeemed debenture |
| |
Division 8 -- Receivers and Receiver
Managers |
| |
104 |
Powers of directors and officers |
| |
105 |
Duties of receiver and receiver manager |
Part 4 -- Securities, Registers and Transfers |
| |
Division 1 -- Interpretation and General |
| |
106 |
Definitions and application |
| |
Division 2 -- Securities and Securities
Registers |
| |
107 |
Right to security certificate |
| |
108 |
Signature on security |
| |
109 |
Restriction or lien on security |
| |
110 |
Completion or alteration of a security |
| |
111 |
Securities registers |
| |
Division 3 -- Transfers to Purchasers |
| |
112 |
Transfers require endorsement and delivery |
| |
113 |
Endorsement of securities |
| |
114 |
Guarantee of signature of endorser |
| |
115 |
Absence of endorsement |
| |
116 |
Delivery of a security |
| |
117 |
Delivery of a security if sold on exchange or through brokers |
| |
118 |
Delivery of securities in negotiable form |
| |
119 |
Rights acquired by purchaser on transfer |
| |
120 |
Transfer may be effected through clearing agency |
| |
121 |
Transferor must provide requisites for registration of transfer |
| |
122 |
Warranties in favour of purchaser |
| |
123 |
Other warranties |
| |
Division 4 -- Registration |
| |
124 |
Issuer must register transfer |
| |
125 |
Warranties on presentation |
| |
126 |
Assurances required by issuer |
| |
127 |
Effect of registration |
| |
Division 5 -- Defects and Liabilities |
| |
128 |
Notice of terms of security |
| |
129 |
Unauthorized signatures on issue |
| |
130 |
Staleness as notice of defect |
| |
131 |
Constructive notice of adverse claim |
| |
132 |
Endorsement of security in bearer form |
| |
133 |
Effect of unauthorized endorsement |
| |
134 |
Action for wrongful transfer |
| |
135 |
Notice to issuer of adverse claim |
| |
136 |
Liability of issuer |
| |
137 |
If securities are lost, destroyed or wrongfully taken |
| |
138 |
Overissue |
| |
139 |
Duty of agents for issuer |
| |
140 |
Transfer by agent in good faith is not conversion |
| |
141 |
Obligations and defences of guarantor of security |
| |
142 |
Burden of proof |
Part 5 -- Management |
| |
Division 1 -- Directors |
| |
143 |
Number and residency of directors |
| |
144 |
First directors |
| |
145 |
Succeeding directors |
| |
146 |
Conditions of election or appointment of directors |
| |
147 |
Persons disqualified as directors |
| |
148 |
Share qualification |
| |
149 |
Register of directors |
| |
150 |
Companies to file returns as to directors |
| |
151 |
When directors cease to hold office |
| |
152 |
Application to remove self as director or officer |
| |
153 |
Vacancies among directors |
| |
Division 2 -- Powers and Duties of
Directors, Officers, Attorneys, Representatives and Agents |
| |
154 |
Powers and functions of directors |
| |
155 |
Revocation of resolutions |
| |
156 |
Proceedings of directors |
| |
157 |
Officers |
| |
158 |
Duties of directors and officers |
| |
159 |
Validity of acts of directors and officers |
| |
160 |
Corporations may grant power of attorney in writing |
| |
161 |
Corporate representatives |
| |
162 |
Person may rely on authority of companies and their directors and
officers |
| |
Division 3 -- Conflicts of Interest |
| |
163 |
Disclosable interest |
| |
164 |
Directors and senior officers to disclose interests |
| |
165 |
Means of making disclosure |
| |
166 |
Obligation to account for profits |
| |
167 |
Approval of contracts and transactions |
| |
168 |
Disclosure to shareholders |
| |
169 |
Powers of court |
| |
170 |
Court may make declaration |
| |
171 |
Validity of contracts and transactions |
| |
172 |
Disclosure of conflict of office or property |
| |
173 |
Limitation of obligations of directors and senior officers |
| |
Division 4 -- Liability of Directors |
| |
174 |
Directors' liability |
| |
175 |
Dissent procedure by companies |
| |
176 |
Legal proceedings on liability |
| |
177 |
Exculpation |
| |
178 |
Liability if company's name not displayed |
| |
Division 5 -- Indemnification of
Directors and Payment of Expenses |
| |
179 |
Definitions and application |
| |
180 |
Indemnification and payment permitted |
| |
181 |
Mandatory payment of expenses |
| |
182 |
Authority to advance expenses |
| |
183 |
Indemnification prohibited |
| |
184 |
Court ordered indemnification |
| |
185 |
Insurance |
| |
Division 6 -- Meetings of Shareholders |
| |
186 |
Location of and participation in general meetings |
| |
187 |
Requisitions for general meetings |
| |
188 |
Notice of meetings |
| |
189 |
Waiver of notice |
| |
190 |
Setting record dates |
| |
191 |
Quorum for shareholders' meetings |
| |
192 |
If only one shareholder at a meeting |
| |
193 |
Voting |
| |
194 |
Agreements about exercising voting rights |
| |
195 |
Date of resolution |
| |
196 |
Subsidiary not to vote |
| |
197 |
Election of chair |
| |
198 |
Minutes |
| |
199 |
Class meetings and series meetings |
| |
200 |
Annual general meetings |
| |
201 |
Reporting company meetings |
| |
202 |
Information for auditors and shareholders |
| |
203 |
Powers of court |
| |
Division 7 -- Shareholders' Proposals |
| |
204 |
Definitions and application |
| |
205 |
Requirements for valid proposals |
| |
206 |
Rights and obligations arising from proposal |
| |
207 |
No liability |
| |
208 |
When companies need not process a proposal |
| |
Division 8 -- Insiders |
| |
209 |
Liability of related persons |
| |
Division 9 -- General |
| |
210 |
Form and effect of contracts |
| |
211 |
Authentication or certification of records |
| |
212 |
Financial assistance |
| |
213 |
Court may waive disclosure |
| |
214 |
Disposal of unclaimed assets |
Part 6 -- Financial Records |
| |
Division 1 -- Accounting Records |
| |
215 |
Accounting records required |
| |
Division 2 -- Financial Statements |
| |
216 |
Exemption |
| |
217 |
Financial statements |
| |
218 |
Approval for publication |
| |
219 |
Waiver of financial statements |
| |
220 |
Financial statements for qualifying debentureholders |
Part 7 -- Audits |
| |
Division 1 -- Definition and Application |
| |
221 |
Definition |
| |
222 |
Application of this Part |
| |
Division 2 -- Appointment and Removal
of Auditors |
| |
223 |
Appointment of auditors |
| |
224 |
Qualifications of auditors |
| |
225 |
Independence of auditors |
| |
226 |
Remuneration of auditors |
| |
227 |
Disqualification of auditors |
| |
228 |
Removal of auditors |
| |
229 |
Notice of proposed change |
| |
Division 3 -- Duties and Rights of
Auditors |
| |
230 |
Auditor's duty to examine and report |
| |
231 |
Qualifications on auditor's opinion |
| |
232 |
Auditor's attendance at general meetings |
| |
233 |
Auditor's information to be provided at general meetings |
| |
234 |
Amendment of financial statements and report |
| |
235 |
Access to records |
| |
236 |
Information as to foreign subsidiaries |
| |
237 |
Right and obligation of auditors to attend meetings |
| |
238 |
Qualified privilege |
| |
Division 4 -- Auditor Certification
Board |
| |
239 |
Auditor Certification Board |
| |
240 |
Board function and liability |
| |
Division 5 -- Audit Committee |
| |
241 |
Application |
| |
242 |
Appointment and procedures of audit committee |
| |
243 |
Duties of audit committee |
| |
244 |
Submission of financial statements to audit committee |
Part 8 -- Proceedings |
| |
Division 1 -- Court Proceedings |
| |
245 |
Complaints by shareholder |
| |
246 |
Compliance or restraining orders |
| |
247 |
Remedy of corporate mistakes |
| |
248 |
Applications to court to rectify records |
| |
249 |
Enforcement of duty to make returns |
| |
250 |
Derivative actions |
| |
251 |
Powers of court in relation to derivative actions |
| |
252 |
Relief in legal proceedings |
| |
253 |
Applications to court under this Act |
| |
254 |
Court may order security for costs |
| |
255 |
Registrar's certificates not revocable |
| |
Division 2 -- Dissent Proceedings |
| |
256 |
Definitions and application |
| |
257 |
Right to dissent |
| |
258 |
Loss of right to dissent |
| |
259 |
Notice of resolution |
| |
260 |
Notice of consent resolutions in certain circumstances |
| |
261 |
Notice of court orders |
| |
262 |
Notice of dissent |
| |
263 |
Company's response to dissent |
| |
264 |
Application to court |
| |
265 |
Prohibition against payment by companies |
| |
266 |
Shareholders entitled to return of shares and rights |
| |
Division 3 -- Investigations |
| |
267 |
Appointment of inspector |
| |
268 |
Conditions of appointments of inspectors |
| |
269 |
Appointment of inspectors by companies |
| |
270 |
Powers of inspectors |
| |
271 |
Immunities of inspectors during investigations |
| |
272 |
Report of inspector |
| |
273 |
Exemption from disclosure to inspectors |
| |
274 |
Inspectors' reports as evidence in legal proceedings |
Part 9 -- Company Alterations |
| |
Division 1 -- Memorandum, Notice of
Articles and Articles |
| |
275 |
Memorandum and articles not to be altered |
| |
276 |
Alteration to notice of articles |
| |
277 |
Alteration to articles |
| |
278 |
Shareholders may dissent |
| |
279 |
Alteration to Table A articles |
| |
280 |
Copies of articles and notice of articles to include alterations |
| |
281 |
Change of company name |
| |
282 |
Requirements for unanimous and exceptional resolutions |
| |
Division 2 -- Conversion |
| |
283 |
Conversion of special Act corporations |
| |
284 |
Articles on conversion |
| |
285 |
Effects of conversion |
| |
Division 3 -- Amalgamation |
| |
286 |
Amalgamation permitted |
| |
287 |
Amalgamation agreements |
| |
288 |
Attachments to amalgamation agreements |
| |
289 |
Shareholder approval of amalgamation agreements |
| |
290 |
Shareholders' right to dissent |
| |
291 |
Vertical short form amalgamations |
| |
292 |
Horizontal short form amalgamations |
| |
293 |
Withdrawal from vertical or horizontal amalgamations |
| |
294 |
Formalities to amalgamation |
| |
295 |
Amalgamations subject to court approval |
| |
296 |
Amalgamations without court approval |
| |
297 |
Certificates of amalgamation |
| |
298 |
Effect of amalgamation |
| |
Division 4 -- Amalgamation into a
Foreign Jurisdiction |
| |
299 |
Definitions |
| |
300 |
Amalgamations into foreign jurisdictions |
| |
301 |
Dissent |
| |
Division 5 -- Arrangements |
| |
302 |
Arrangement may be proposed |
| |
303 |
Adoption of arrangement |
| |
304 |
Information as to arrangement |
| |
305 |
Role of court in arrangements |
| |
306 |
Effect of court orders |
| |
307 |
Effect of court order if memorandum altered |
| |
308 |
Effect of court order if notice of articles altered |
| |
309 |
Effect of court order if articles altered |
| |
310 |
Effect of court order if amalgamation results |
| |
311 |
Binding effect of arrangements |
| |
312 |
Withdrawing from arrangements |
| |
Division 6 -- Compulsory Acquisitions |
| |
313 |
Acquisition procedures |
| |
Division 7 -- Sale of Undertaking |
| |
314 |
Power to sell undertaking |
| |
Division 8 -- Transfer of Incorporation |
| |
315 |
Transfer of incorporation to British Columbia |
| |
316 |
Continuation |
| |
317 |
Effect of continuation |
| |
318 |
Rights preserved |
| |
319 |
Articles for a continued company |
| |
320 |
Transfer of incorporation from British Columbia |
| |
321 |
When continuation out of British Columbia prohibited |
| |
322 |
Record of continuation |
Part 10 -- Liquidation, Dissolution and Restoration |
| |
Division 1 -- Definitions and Application |
| |
323 |
Definitions |
| |
324 |
Application of this Part |
| |
Division 2 -- Voluntary Dissolution |
| |
325 |
Authorization for voluntary dissolution |
| |
326 |
Provision for unpaid debt and undelivered assets |
| |
327 |
Application for voluntary dissolution |
| |
328 |
Date of dissolution |
| |
Division 3 -- Voluntary Liquidation |
| |
329 |
Authorization for liquidation |
| |
330 |
Statement of intent to liquidate |
| |
331 |
Resignation and removal of liquidators in voluntary liquidations |
| |
332 |
Revocation of statement of intent to liquidate |
| |
Division 4 -- Powers and Duties of the
Court |
| |
333 |
Powers of the court in respect of liquidations |
| |
334 |
Court to appoint liquidator |
| |
335 |
Remuneration of liquidator appointed by court |
| |
Division 5 -- Liquidators |
| |
336 |
Qualification of liquidators |
| |
337 |
Validity of acts of liquidators |
| |
338 |
Filing of notices |
| |
339 |
Duties of liquidators |
| |
340 |
Notice to creditors |
| |
341 |
Liquidation records office |
| |
342 |
Powers of liquidator |
| |
343 |
Disclosure to liquidators |
| |
344 |
Right to distribution in money |
| |
345 |
Obligation to account |
| |
Division 6 -- Corporate Assets and
Status Before Dissolution |
| |
346 |
Capacity of companies in liquidation |
| |
347 |
Duration of powers of liquidator to manage company |
| |
348 |
Provision for unpaid debts and undelivered assets |
| |
Division 7 -- Proceedings for
Dissolution |
| |
349 |
Completion of liquidation |
| |
350 |
Court confirmation of dissolution in court ordered liquidations |
| |
351 |
Application for certificate of dissolution |
| |
Division 8 -- Effect of Dissolution |
| |
352 |
Effect of dissolution |
| |
353 |
Certificates of dissolution |
| |
354 |
Dissolved companies deemed to continue for litigation purposes |
| |
355 |
Liability of shareholders of dissolved companies |
| |
356 |
Effect of dissolution on assets |
| |
357 |
Execution of judgments |
| |
358 |
Custody of records |
| |
359 |
Liabilities of dissolved companies survive |
| |
360 |
Discharge by court order |
| |
Division 9 -- Records of Dissolved
Companies |
| |
361 |
Entitlement to examine records of dissolved companies |
| |
362 |
Remedies on denial of access to or copies of records of dissolved
companies |
| |
Division 10 -- Restoration |
| |
363 |
Interpretation of "related person" |
| |
364 |
Applications to the registrar for restoration |
| |
365 |
Applications to the court for restoration |
| |
366 |
Effect of restoration of company |
| |
367 |
Restored pre-existing companies must alter charter |
| |
368 |
Effect of restoration of extraprovincial companies |
| |
369 |
Restrictions on restoration |
| |
370 |
Name on restoration |
| |
371 |
Registrar's duties after restoration |
| |
372 |
Corporate assets to be returned to restored company |
Part 11 -- Extraprovincial Companies |
| |
Division 1 -- Registration |
| |
373 |
Definition |
| |
374 |
Foreign corporations required to be registered |
| |
375 |
Application for registration |
| |
376 |
Registration as an extraprovincial company |
| |
377 |
Effect of registration |
| |
378 |
Amalgamation of extraprovincial company |
| |
379 |
Extraprovincial companies to file annual report |
| |
380 |
Extraprovincial companies to notify registrar of changes |
| |
381 |
Change of name of extraprovincial companies |
| |
Division 2 -- Attorneys for
Extraprovincial Companies |
| |
382 |
Attorneys to be appointed |
| |
383 |
First attorneys |
| |
384 |
Existing attorneys |
| |
385 |
Authorization of attorneys |
| |
386 |
Appointment of attorneys |
| |
387 |
Change of address for attorney |
| |
388 |
Revocation of appointments of attorneys |
| |
389 |
Resignations of attorneys |
| |
390 |
Obligation to maintain head office or attorney |
| |
Division 3 -- Liquidation of
Extraprovincial Companies |
| |
391 |
Notice of appointment and change of address |
| |
392 |
Final returns of liquidators |
| |
Division 4 -- Cancellation of
Registration of Extraprovincial Companies |
| |
393 |
Cancellation of registration of defunct extraprovincial companies |
| |
394 |
Suspension or cancellation of registration |
| |
395 |
Registrar's duties on cancellation of registration |
Part 12 -- Administration |
| |
Division 1 -- Office of Registrar |
| |
396 |
Appointment of registrar and staff |
| |
397 |
Seal of office |
| |
398 |
Registrar may suspend services and functions |
| |
399 |
Service on registrar |
| |
400 |
Examination of registrar |
| |
401 |
Immunities |
| |
402 |
Appeal to Appeals Commission |
| |
Division 2 -- Records Filed With or
Issued By the Registrar |
| |
403 |
Means of filing |
| |
404 |
Registrar may refuse to accept records for filing |
| |
405 |
Filing of records |
| |
406 |
Companies and extraprovincial companies in default of filing |
| |
407 |
Reproduction of records filed with the registrar |
| |
408 |
Correction of corporate register |
| |
409 |
Validity of corporate register |
| |
410 |
Examination and copies of records |
| |
411 |
Lost or destroyed records |
| |
412 |
Registrar may issue records |
| |
413 |
Effect of records issued by registrar |
| |
414 |
Correction of certificates |
| |
415 |
No constructive notice |
| |
Division 3 -- Offences and Penalties |
| |
416 |
Dissolutions and cancellations of registration |
| |
417 |
Offence Act |
| |
418 |
Offences |
| |
419 |
Misleading statements an offence |
| |
420 |
Penalties |
| |
421 |
Remedies preserved |
| |
422 |
Limitation period |
| |
Division 4 -- Forms, Fees and
Regulations |
| |
423 |
Forms |
| |
424 |
Fees |
| |
425 |
Power to make regulations |
Part 13 -- Reporting Companies |
| |
Division 1 -- Application of this Part |
| |
426 |
Definition |
| |
427 |
Articles of reporting companies |
| |
Division 2 -- Meetings |
| |
428 |
Shares in name of registrant |
| |
429 |
Form and use of proxies |
| |
430 |
Mandatory solicitation of proxies |
| |
431 |
Information circulars |
| |
432 |
Information to be included in information circular |
| |
433 |
Form of proxy and information circular |
| |
Division 3 -- Financial Statements |
| |
434 |
Comparative financial statements |
| |
435 |
Interim financial statement |
| |
436 |
Comparative interim financial statement |
| |
Division 4 -- General |
| |
437 |
Directors |
| |
438 |
Audit committee |
| |
439 |
Application to the registrar |
| |
440 |
Part repealed |
Part 14 -- Transitional, Repeals and Commencement |
| |
441 |
Definition |
| |
442 |
Transition -- pre-existing companies |
| |
443 |
Name of specially limited company |
| |
444 |
Transition -- extraprovincial companies |
| |
445 |
Repeal |
| |
446 |
Commencement |
Schedule |