1998/99 Legislative Session: 3rd Session, 36th Parliament
FIRST READING


The following electronic version is for informational purposes only.
The printed version remains the official version.


BILL 85 -- 1999

COMPANY ACT

... continued ...

 
Part 10 -- Liquidation, Dissolution and Restoration

Division 1 -- Definitions and Application

Definitions

323 In this Part:

"commencement of the liquidation" means

(a) for a voluntary liquidation commenced under Division 3, the later of

(i) the beginning of the day following the date on which a statement of intent to liquidate referred to in section 330 (1) is filed with the registrar, and

(ii) the beginning of the date specified by the statement of intent to liquidate, or

(b) for a liquidation commenced by court order under section 333 (3) (a),

(i) if neither the date nor the time is specified by the order, on the date and time that a copy of the entered order is filed with the registrar,

(ii) if a date but no time is specified, on the later of

(A) the date and time that a copy of the entered order is filed with the registrar, and

(B) the beginning of the date specified, or

(iii) if both a date and time are specified, on the later of

(A) the date and time that a copy of the entered order is filed with the registrar, and

(B) the date and time specified;

"liquidation records office" means the office referred to in section 341.

Application of this Part

324 (1) This Part does not apply to a company that is insolvent within the meaning of the Bankruptcy and Insolvency Act (Canada) or that is bankrupt within the meaning of that Act.

(2) Any proceedings taken under this Part to dissolve, or to liquidate and dissolve, a company must be stayed if the company is at any time found, in a proceeding under the Bankruptcy and Insolvency Act (Canada), to be insolvent within the meaning of that Act.

 
Division 2 -- Voluntary Dissolution

Authorization for voluntary dissolution

325 (1) A company may apply to be dissolved under this Division if

(a) it is authorized to do so by an ordinary resolution,

(b) it has no assets, and

(c) it

(i) has no liabilities, or

(ii) has made provision for the payment of each of the company's unpaid liabilities, and has obtained consent to that provision for payment from each creditor whose identity is known to the company and who has an unpaid claim against the company that exceeds the prescribed amount.

(2) Despite subsection (1) (a), a company referred to in subsection (1) (b) and (c) that has not issued any shares may apply to be dissolved under this Division if it is authorized to do so by a directors' resolution.

Provision for unpaid debts and undelivered assets

326 (1) If the whereabouts of a creditor of a company that intends to apply for dissolution under this Division is unknown, the company must, before submitting the dissolution application, make payment, in accordance with subsection (2), of the amount of the liability that the company has, in good faith, determined is due to that creditor.

(2) A company referred to in subsection (1) must, after making reasonable efforts to determine the whereabouts of a creditor,

(a) pay, in accordance with an order of the court, the amount of the liability that the company has, in good faith, determined is due to the creditor, or

(b) if no court order has been made and the liability has remained unpaid for at least 6 months after the date it became payable, pay the amount of the liability to the minister for the purposes of subsection (7), and include a statement showing the full name and the last known address of the creditor.

(3) If the whereabouts of a shareholder of a company that intends to apply for dissolution under this Division is unknown, the company must, before submitting the dissolution application,

(a) make payment, in accordance with subsection (4), of the money that the company has, in good faith, determined is due to that shareholder, or

(b) deliver, in accordance with subsection (4), the assets that the company has, in good faith, determined are due to that shareholder.

(4) A company referred to in subsection (3) must, after making reasonable efforts to determine the whereabouts of the shareholder,

(a) pay or deliver, in accordance with an order of the court, the money or assets that the company has, in good faith, determined are due to the shareholder, or

(b) if no court order has been made and the money or assets have remained unclaimed or undistributed for at least 6 months after the date the money or assets became payable or deliverable, pay the money or deliver the assets to the minister for the purposes of subsection (7), and include a statement showing the full name and the last known address of the shareholder.

(5) The minister must, after receipt of the money and assets referred to in this section, give a receipt to the company.

(6) A company that has complied with subsection (2) (a) or (4) (a) or that has been given a receipt under subsection (5) is discharged from

(a) any liability for the money and assets so paid or delivered, and

(b) any claims in respect of the money and assets so paid or delivered that might be made by or on behalf of the persons entitled to the money or assets.

(7) The minister may, in respect of any money or assets paid or delivered under this section, invest the money or realize the assets and invest the proceeds, and the money so received or realized is deemed to be unclaimed money deposits within the meaning of the Unclaimed Money Act and the provisions of that Act apply.

Application for voluntary dissolution

327 (1) An application for dissolution under section 325 (1) or (2) must be submitted to the registrar for filing and must

(a) be in the prescribed form, and

(b) include an affidavit sworn by a director of the company.

(2) An affidavit referred to in subsection (1) (b) must state

(a) that the company's dissolution has been duly authorized in accordance with section 325 (1) (a) or (2), as the case may be,

(b) that the company

(i) has no liabilities, or

(ii) has made provision for the payment of each of the company's unpaid liabilities and has obtained consent to that provision for payment from each creditor whose identity is known to the company and who has an unpaid claim against the company that exceeds the prescribed amount, and

(c) that the company has no assets.

Date of dissolution

328 A company is dissolved under this Division,

(a) if neither the date nor the time is specified by the application referred to in section 327 (1), on the date and time that the application is filed with the registrar,

(b) if a date but no time is specified, on the later of

(i) the date and time that the application is filed with the registrar, and

(ii) the beginning of the date specified, or

(c) if both a date and time are specified, on the later of

(i) the date and time that the application is filed with the registrar, and

(ii) the date and time specified.

 
Division 3 -- Voluntary Liquidation

Authorization for liquidation

329 (1) A company may liquidate under this Division if it has been authorized to do so by a special resolution.

(2) At the time that the special resolution referred to in subsection (1) is passed, the company

(a) must appoint as liquidator one or more persons qualified under section 336, and

(b) may set each liquidator's remuneration.

(3) An appointment of a liquidator under this section takes effect on the commencement of the liquidation.

(4) A liquidator appointed under this section may apply to the court to set or review that liquidator's remuneration if

(a) that remuneration is not set within 30 days after the appointment referred to in subsection (2) (a), or

(b) the liquidator is dissatisfied with the amount of the remuneration set under subsection (2) (b).

(5) The court may make any order it considers appropriate in response to an application under subsection (4).

Statement of intent to liquidate

330 (1) A company must, promptly after a special resolution is passed under section 329 (1), submit to the registrar for filing a statement of intent to liquidate.

(2) The statement of intent to liquidate must

(a) be in the prescribed form,

(b) set out the name of each liquidator,

(c) set out the mailing address for each liquidator,

(d) set out the mailing address and the delivery address for each liquidator's place of business, and

(e) set out the mailing address and the delivery address for the liquidation records office.

Resignation and removal of liquidators in voluntary liquidations

331 (1) A liquidator appointed under this Division may

(a) resign as liquidator, or

(b) be removed as liquidator by a special resolution passed at a general meeting of the shareholders of the company, notice of which meeting has been given to the liquidators and to the creditors of the company.

(2) Subject to any order to the contrary made by the court under section 333, if, in a liquidation under this Division, a vacancy occurs by death, resignation or otherwise in the office of liquidator,

(a) if one or more liquidators remain in office despite the vacancy, the company may fill the vacancy, or

(b) in any other case, the company must fill the vacancy.

(3) A vacancy referred to in subsection (2) may be filled by the company by ordinary resolution, or by the directors if authorized to do so by ordinary resolution, and a general meeting may be called, for the purpose of passing that ordinary resolution,

(a) by any shareholder entitled to vote on the ordinary resolution,

(b) if one or more liquidators remain in office, by any shareholder entitled to vote on the ordinary resolution or by any of the remaining liquidators, or

(c) in the manner contemplated by the articles.

(4) The company may set the remuneration for each liquidator appointed under this section.

(5) Section 329 (4) and (5) applies to a liquidator appointed under this section.

Revocation of statement of intent to liquidate

332 (1) At any time after a statement of intent to liquidate is submitted for filing with the registrar and before a certificate of dissolution has been issued, a statement of intent to liquidate may be revoked if the revocation is authorized in the manner specified by the special resolution referred to in section 329 (1) or, if no manner is specified by that resolution, by ordinary resolution.

(2) A company that has received the authorization referred to in subsection (1) must apply to revoke its statement of intent to liquidate by submitting for filing to the registrar, promptly after the special resolution referred to in subsection (1) is passed, a statement of revocation of intent to liquidate in the prescribed form.

(3) If a statement of revocation of intent to liquidate is filed with the registrar before a certificate of dissolution is issued, the statement of intent to liquidate is revoked, and

(a) any liquidator appointed under section 329 (2) (a) or 331 (3) is removed,

(b) the company may carry on its business, and

(c) the directors and officers regain any powers to manage or supervise the management of the affairs and business of the company that the directors and officers respectively had before those powers vested in the liquidator under section 342 (1) (a).

 
Division 4 -- Powers and Duties of the Court

Powers of the court in respect of liquidations

333 (1) An application to the court may be made in respect of a company under this Division by

(a) the company,

(b) a shareholder of the company or a beneficial owner of a share of the company,

(c) a director of the company, or

(d) any other person, including a liquidator of the company, whom the court considers to be an appropriate person to make the application.

(2) Nothing in subsection (1) prevents the court from requiring that security for costs be provided by a person bringing an application under that subsection.

(3) On an application made in respect of a company under this section, the court may, subject to sections 324, 334 and 335, make any order it considers appropriate, including,

(a) subject to subsection (5) of this section, an order that the company be liquidated and dissolved,

(b) an order appointing one or more liquidators, with or without security,

(c) an order setting the remuneration of a liquidator,

(d) an order replacing or removing a liquidator,

(e) an order

(i) appointing auditors or inspectors for any purpose, including for the purpose of auditing or examining those of the records of, or in the custody of, the liquidator that the court considers appropriate, and

(ii) specifying the powers of, setting the remuneration of and replacing auditors or inspectors,

(f) an order determining the notice of the application to be given to any interested person, or dispensing with notice to any person,

(g) an order that a meeting of some or all of the shareholders or creditors of the company be held and conducted in the manner and for the purposes the court considers appropriate,

(h) an order determining the validity of any claims made against the company,

(i) an order restraining the directors and officers of the company from doing any or all of the following except as permitted by the court:

(i) exercising any of their powers;

(ii) collecting or receiving any debt owed to the company or any other assets of the company;

(iii) paying out or transferring any assets of the company,

(j) an order determining and enforcing the duty or liability of any present or former director, officer, receiver, receiver manager, liquidator or shareholder

(i) to the company, or

(ii) for an obligation of the company,

(k) an order that there be an examination into the conduct of any person who has taken part in the formation or promotion of the company, or of any past or present director, officer, receiver, receiver manager, liquidator, shareholder or beneficial owner of shares of the company, if it appears that that person has misapplied, retained or become liable or accountable for any property, rights or interests of, or has been guilty of any breach of trust in relation to, the company,

(l) an order that a person, referred to in paragraph (k) of this subsection, do one or both of the following, whether or not the conduct complained of is conduct for which the person may be liable to prosecution:

(i) repay or restore all or any part of the property, rights and interests that the person misapplied or retained, or for which the person is liable or accountable, with interest at the rate the court considers appropriate;

(ii) contribute the sum that the court considers appropriate to the assets of the company by way of compensation for the misapplication or retention, or for the breach of trust,

(m) an order

(i) approving the payment, satisfaction or compromise of any or all of the liabilities of the company and the retention of assets for that purpose, and

(ii) determining the adequacy of provisions for the payment or discharge of the liabilities of the company,

(n) an order permitting the disposal or destruction of records of the company,

(o) an order giving directions on any matter arising in a liquidation,

(p) an order to confirm, reverse or modify any act or decision of a liquidator,

(q) if it appears to the court that a liquidator has not faithfully performed the liquidator's duties, an order, after inquiry by the court into the matter, requiring that whatever action the court considers appropriate be taken,

(r) an order imposing restrictions on the exercise of a liquidator's powers, either generally or with respect to certain matters,

(s) an order discharging, on terms and conditions the court considers appropriate, a liquidator who has resigned or has been removed as liquidator,

(t) subject to the obligation of the liquidator under section 339 (n) to pay or adequately provide for the company's liabilities and the costs, charges and expenses incurred in the liquidation, an order approving any proposed interim or final distribution in money or assets to shareholders,

(u) an order respecting money due to creditors of the company, or money due to or assets belonging to shareholders of the company, whose whereabouts are unknown,

(v) an order, on the terms and conditions the court considers appropriate,

(i) staying the liquidation, either absolutely or for a limited time, or

(ii) continuing or discontinuing the liquidation proceedings, and

(w) an order that the liquidator restore to the company all of the company's remaining property, rights and interests and records, if any.

(4) If an order is made under subsection (3) (v) (i) to stay a liquidation, either absolutely or for a limited time, the liquidator must file with the registrar a copy of that entered order promptly after pronouncement of the order.

(5) The court may, under subsection (3) (a), order that a company be liquidated and dissolved if

(a) an event occurs on the occurrence of which the memorandum or the articles of the company provide that the company is to be liquidated and dissolved, or

(b) the court otherwise considers it just and equitable to do so.

(6) If a shareholder of a company, a beneficial owner of a share of the company or any other person whom the court considers would be an appropriate person to make an application under section 245 makes an application for an order to liquidate and dissolve the company on the grounds that it is just and equitable that the company be liquidated and dissolved, the court may, if it considers that the applicant is entitled to relief either by liquidating and dissolving the company or under section 245, do one of the following:

(a) make an order for liquidation and dissolution;

(b) make any order under section 245 (3) it considers appropriate.

Court to appoint liquidator

334 (1) If the court orders under section 333 (3) (a) or (6) (a) that a company be liquidated and dissolved, the court must, in its order, appoint one or more liquidators.

(2) If, in a liquidation in respect of which a liquidator is appointed by the court, no liquidators remain in office, the court may, on application, appoint one or more liquidators to replace the liquidator.

Remuneration of liquidator appointed by court

335 The court must set the remuneration of any liquidator it appoints.

 
Division 5 -- Liquidators

Qualification of liquidators

336 (1) A person not qualified to act as a receiver or receiver manager under section 64 (2) of the Personal Property Security Act is not qualified to become or act as a liquidator, except that, with the consent in writing of all the shareholders of a company, a person referred to in section 64 (2) (e) of the Personal Property Security Act who is licensed as a trustee under the Bankruptcy and Insolvency Act (Canada) is qualified to become and act as a liquidator for the company.

(2) A person who has been appointed as a liquidator under this Act and who is not, or who ceases to be, qualified to act as a liquidator must,

(a) in a voluntary liquidation under Division 3, promptly resign as liquidator, or

(b) in a liquidation by court order under section 333, promptly advise the court and the person on whose application the liquidator was appointed that the liquidator is not qualified to act in that capacity.

Validity of acts of liquidators

337 No act of a person who is appointed as a liquidator under this Part is invalid merely because of a defect in the liquidator's appointment or qualifications.

Filing of notices

338 (1) A liquidator appointed under this Part must deposit in the records office of the company and must file with the registrar,

(a) within 10 days after being appointed, if the appointment is not reflected in a statement of intent to liquidate filed with the registrar under section 330, a notice of appointment in the prescribed form,

(b) within 7 days after any change in the mailing address for the liquidator, or in the mailing address or delivery address for the liquidator's place of business or the liquidation records office, a notice of change of address in the prescribed form, and

(c) within 7 days after resigning, being removed as liquidator or ceasing to act for any other reason, a notice of removal of liquidator in the prescribed form.

(2) A notice of appointment filed with the registrar under subsection (1) (a) must include

(a) the mailing address for the liquidator,

(b) the mailing address and the delivery address for the liquidator's place of business, and

(c) the mailing address and the delivery address for the liquidation records office.

Duties of liquidators

339 A liquidator must, subject to any restrictions or directions imposed or given by the court,

(a) promptly after the commencement of the liquidation,

(i) publish a notice that complies with section 340 (1) in

(A) the Gazette, and

(B) a newspaper that is distributed generally in the place where the company has its registered office, and

(ii) send a notice referred to in section 340 (2) to the last known address of each creditor and claimant known to the liquidator,

(b) subject to paragraphs (c) and (d) of this section, take into the liquidator's custody and control the property, rights and interests of the company,

(c) take into the liquidator's custody or control the records that the company is required to maintain under section 42, and ensure that those records are maintained and made available in accordance with Divisions 4 and 5 of Part 2,

(d) take into the liquidator's custody or control the other records of the company,

(e) subject to this Part, use the liquidator's own discretion in realizing the assets of the company or distributing those assets among the creditors and shareholders of the company,

(f) keep proper records of all matters relating to the liquidation including accounts of the money of the company received and paid out by the liquidator,

(g) include a statement, on each invoice, order for goods and business letter issued by or on behalf of the liquidator or on which the name of the company appears, that the company is in liquidation,

(h) use the designation of liquidator of the company,

(i) until money held by the liquidator is required for distribution to creditors and shareholders, invest that money in securities in which trustees may by law invest trust money, or place that money on deposit at interest with persons with whom trustees may by law deposit trust money, and add any dividends or interest received from that money to the assets of the company,

(j) if at any time the liquidator determines that the company is unable to pay or adequately provide for the discharge of its liabilities, promptly apply to the court to

(i) stay any proceedings taken under this Part, and

(ii) seek directions,

(k) if the company carries on business under section 346 (2), prepare or cause to be prepared at least once in every 12 month period after the liquidator's appointment, or more often as the court may require, financial statements of the company in the form required by section 217 or in such other form as the liquidator considers appropriate or as the court may require,

(l) file with the registrar a liquidation report in the prescribed form at least once in every 12 month period after the commencement of the liquidation,

(m) dispose of the assets of the company that are not to be distributed in kind to the company's shareholders, and pay or make adequate provision for all of the company's liabilities, and

(n) after publishing and sending the notices required under this section and section 340 (4), and after paying or adequately providing for, in the manner contemplated by this Part, all of the company's liabilities, including the remuneration, if any, of the liquidator and all of the other costs, charges and expenses properly incurred and to be incurred in the liquidation, distribute the company's remaining assets, either in money or in kind, among the company's shareholders according to their rights and interests in the company.

Notice to creditors

340 (1) The notice published under section 339 (a) (i) must disclose that the company is being liquidated and must require

(a) any person indebted to the company to render an account of the amount owing and to pay that amount to the liquidator at the time and place specified by the notice,

(b) any person having custody or control of any property of the company to deliver that property to the liquidator at the time and place specified by the notice, and

(c) any person having a claim against the company to present particulars of the claim in writing to the liquidator within 2 months after the date of publication of the notice.

(2) Each notice provided under section 339 (a) (ii) must disclose that the company is in liquidation and must include

(a) a statement that the liquidator will, on request and without charge, furnish to the person to whom the notice is sent, a list of all of the company's known creditors and the amounts that the liquidator has accepted as the amounts that are owed by the company to each of those creditors,

(b) a statement of the amount, if any, that the liquidator, in good faith, accepts is owing by the company to the person to whom the notice is sent,

(c) the date on which the notice referred to in subsection (1) of this section was published in the Gazette, and

(d) a statement that, unless the person to whom the notice is sent disputes the amount referred to in paragraph (b) of this subsection within 4 months after the date referred to in paragraph (c) of this subsection and in accordance with subsection (5), the person may not pursue any claim for any money owed by the company that is in excess of that amount.

(3) A person must not, before or after the dissolution of a company that is in liquidation, claim against the company or against its liquidator unless

(a) the liquidator sends a notice to that person under section 339 (a) (ii) or subsection (4) of this section,

(b) the liquidator knows or ought to know that the person is a person to whom a notice ought to have been sent under section 339 (a) (ii) or subsection (4) of this section and the liquidator refuses or neglects to send the person that notice,

(c) the person, within 2 months after the date on which the notice referred to in section 339 (a) (i) was published in the Gazette, gives written notice to the liquidator of the person's claim against the company, and the liquidator refuses or neglects to send to the person a notice in accordance with section 339 (a) (ii) or subsection (4) of this section, or

(d) the court orders otherwise.

(4) If, within 2 months after the date on which the notice referred to in subsection (1) was published in the Gazette, the liquidator receives a notice under subsection (3) (c) or otherwise becomes aware of a claim in respect of which the liquidator has not sent a notice under section 339 (a) (ii), the liquidator must promptly send to the claimant a notice that complies with subsection (2) of this section.

(5) A person to whom the liquidator sends a notice under section 339 (a) (ii) or under subsection (4) of this section must not, before or after the dissolution of the company in liquidation, claim against the company or its liquidator an amount greater than the amount specified by the notice unless

(a) within 4 months after the date on which the notice referred to in subsection (1) was published in the Gazette, the person brings a legal proceeding to dispute the specified amount, or

(b) the court orders otherwise.

Liquidation records office

341 (1) A liquidator must establish a liquidation records office at which the liquidator must retain

(a) a copy of any entered court order made under section 333 (3) (a) and of any other order or decision made by the court or any other person or body that affects the liquidation,

(b) a copy of any notice filed with the registrar under section 338 (1),

(c) a copy of each notice sent by the liquidator under sections 339 (a) (ii) and 340 (4),

(d) all of the financial statements, if any, prepared under section 339 (k), and

(e) all of the accounts prepared by the liquidator under sections 345 (1) and 349 (1) (a).

(2) A liquidator must select as the liquidation records office an office in British Columbia that will permit access to be made to the records retained there during statutory business hours.

(3) Subject to subsection (2), the liquidator's office, the liquidation records office and the records office of the company being liquidated may, but need not, be located at the same place.

(4) On payment of the prescribed fee, any person may examine, during statutory business hours, the records referred to in subsection (1).

Powers of liquidator

342 (1) A liquidator appointed under this Part

(a) has the powers to manage or supervise the management of the affairs and business of a company that were, before the appointment, held by the directors and officers,

(b) may exercise the powers of the company that are not required by this Act to be exercised by the company in general meeting, and

(c) may, without limiting paragraphs (a) and (b),

(i) retain lawyers, accountants, engineers, appraisers and other professional advisers,

(ii) bring, defend or take part in any legal proceeding in the name of and on behalf of the company,

(iii) carry on the business of the company as required for an orderly liquidation,

(iv) sell by public auction or private sale any assets of the company,

(v) do all acts and sign any records in the name of and on behalf of the company,

(vi) borrow money on the security of the assets of the company,

(vii) settle or compromise any claims by or against the company, and

(viii) do all other things necessary for the liquidation and distribution of the company's assets.

(2) A liquidator is not liable in respect of any act done in the administration of the affairs of the company or otherwise in relation to that person's conduct as liquidator if, in doing the act, the liquidator relies, in good faith, on

(a) financial statements of the company represented by an officer or director of the company or in a written report of the auditor of the company to reflect fairly the financial position of the company,

(b) a written report of a lawyer, an accountant, an engineer, an appraiser or any other person whose profession lends credibility to a statement made by that person,

(c) a statement of fact represented to the liquidator by a director or officer of the company to be correct, or

(d) any other record, information or representation that the liquidator believed and had reasonable grounds for believing was genuine and accurate and that, although forged, fraudulently made or inaccurate, the court considers would, if genuine and accurate, have provided reasonable grounds for the actions or opinion of the liquidator.

(3) If a liquidator believes that a person has property of the company in that person's custody or under that person's control, or that the person has concealed, withheld or misappropriated property of the company, the liquidator may apply to the court for an order requiring that person to

(a) restore the property to the company or pay to the liquidator compensation in respect of the concealment, withholding or misappropriation of that property, or

(b) appear before the court to be examined at the time and place designated in the order.

(4) An application under subsection (3) may be made without notice.

(5) The court may make any order it considers appropriate, including an order that a person restore to the liquidator the property, or pay to the liquidator compensation in respect of the property,

(a) on an application under subsection (3), or

(b) if an examination is ordered under subsection (3) (b) and that examination discloses that

(i) the person has property of the company in that person's custody or under that person's control, or

(ii) the person has concealed, withheld or misappropriated property of the company.

Disclosure to liquidators

343 A present or former director, receiver, receiver manager, officer, employee, banker, auditor, shareholder, beneficial owner of shares or agent of a company that is being liquidated and dissolved or of any of its affiliates must, on the request of a liquidator for the company,

(a) provide full disclosure, to the best of that person's knowledge and belief, of all of the property, rights and interests of the company including how, to whom, for what consideration and when the company disposed of any part of that property, rights and interests, except any part disposed of in the ordinary course of business of the company,

(b) deliver to the liquidator, or as the liquidator directs, all of the property of the company that is in that person's custody or under that person's control, and

(c) deliver to the liquidator, or as the liquidator directs, all of the records of the company that are in that person's custody or under that person's control.

Right to distribution in money

344 (1) A liquidator for a company may

(a) exchange all or substantially all of the assets of the company for securities of another corporation that are to be distributed to the shareholders of the company, or

(b) distribute all or any of the assets of the company to the shareholders in kind.

(2) If, in the course of the liquidation of a company's assets, the liquidator proposes to make an exchange or distribution referred to in subsection (1), a shareholder may apply to the court for an order requiring the distribution of the assets of the company to be in money.

(3) On an application under subsection (2), the court may make any order it considers appropriate, including an order that

(a) all the assets of the company be converted into and distributed in money, or

(b) the claims of any shareholder applying under this section be satisfied by a distribution in money.

(4) If an order is made under subsection (3) (b), either the liquidator or the shareholder may apply to the court for a determination of the amount of the claim to which the shareholder is entitled.

Obligation to account

345 (1) A liquidator must prepare accounts of the liquidation showing how it has been conducted and how the assets of the company have been disposed of,

(a) if the liquidator is not required under section 339 (k) to prepare financial statements, once in every 12 month period after the liquidator's appointment but before effecting payment of or making adequate provision for the liabilities referred to in section 339 (n),

(b) promptly after effecting payment of or making adequate provision for the liabilities referred to in section 339 (n), but before making the distribution to shareholders required by that section, and

(c) at such other times as may be ordered by the court or, in the case of a liquidation under Division 3, at such times as the shareholders may, by an ordinary resolution, direct.

(2) The accounts prepared under subsection (1) must be deposited in the liquidation records office promptly after their preparation.

 
Division 6 -- Corporate Assets and Status Before Dissolution

Capacity of companies in liquidation

346 (1) Subject to subsection (2), until a company for which a liquidator is appointed under this Part is dissolved, the corporate status and the corporate powers and capacity of the company continue.

(2) Subject to section 332 (3) (b), a company for which a liquidator is appointed under this Part must, from the commencement of the liquidation, cease carrying on its business except to the extent that the liquidator considers necessary for the liquidation.

Duration of powers of liquidator to manage company

347 Unless the court orders otherwise, a liquidator has the powers to manage or supervise the management of the affairs and business of a company for which the liquidator is appointed from the commencement of the liquidation until

(a) the liquidation is stayed or otherwise discontinued, or

(b) in the case of a liquidation conducted under Division 3, the statement of intent to liquidate is revoked, in which event section 332 (3) (c) applies.

Provision for unpaid debts and undelivered assets

348 (1) If the whereabouts of a creditor of a company is unknown, the liquidator of the company must, before making the distribution required by section 339 (n), make payment, in accordance with subsection (2) of this section, of the amount of the liability that the liquidator has, in good faith, determined is due to that creditor.

(2) The liquidator referred to in subsection (1) must, after making reasonable efforts to determine the whereabouts of a creditor,

(a) pay, in accordance with an order of the court under section 333 (3) (u), the amount of the liability that the liquidator has, in good faith, determined is due to the creditor, or

(b) if no order has been made under section 333 (3) (u) and the liability has remained unpaid for at least 6 months after the date it became payable, pay the amount of the liability to the minister for the purposes of subsection (7) of this section, and provide a statement showing the full name and the last known address of the creditor.

(3) If the whereabouts of a shareholder of a company is unknown, the liquidator of the company must, before making the distribution required by section 339 (n),

(a) make payment, in accordance with subsection (4) of this section, of the money that the liquidator has, in good faith, determined is due to that shareholder, or

(b) deliver, in accordance with subsection (4) of this section, the assets that the liquidator has, in good faith, determined are due to that shareholder.

(4) The liquidator referred to in subsection (3) must, after making reasonable efforts to determine the whereabouts of a shareholder,

(a) pay or deliver, in accordance with an order of the court under section 333 (3) (u), the money or assets that the liquidator has, in good faith, determined are due to the shareholder, or

(b) if no order has been made under section 333 (3) (u) and the money or assets have remained unclaimed or undistributed for at least 6 months after the date the money or assets became payable or deliverable, pay the money or deliver the assets to the minister for the purposes of subsection (7) of this section, and include a statement showing the full name and the last known address of the shareholder.

(5) The minister must, after receipt of the money and assets referred to in subsection (2) or (4), give a receipt to the liquidator.

(6) A liquidator who has complied with subsection (2) (a) or (4) (a), or who has been given a receipt under subsection (5), is discharged from

(a) any liability for the money and assets so paid or delivered, and

(b) any claims in respect of the money and assets so paid or delivered that might be made by or on behalf of the persons entitled to the money or assets.

(7) The minister may, in respect of any money or assets paid or delivered under this section, invest the money or realize the assets and invest the proceeds, and the money so received or realized is deemed to be unclaimed money deposits within the meaning of the Unclaimed Money Act and the provisions of that Act apply.

 
Division 7 -- Proceedings for Dissolution

Completion of liquidation

349 (1) Within 3 months after complying with section 339 (n), a liquidator must

(a) prepare the final accounts of the liquidation showing how it has been conducted and how the assets of the company have been disposed of,

(b) deposit those final accounts in the liquidation records office, and

(c) send to each shareholder of the company a notice

(i) setting out the mailing address and the delivery address of the liquidation records office,

(ii) stating that the final accounts have been prepared and deposited in the liquidation records office,

(iii) stating that the final accounts will be open for examination at the liquidation records office during statutory business hours for a period of at least 3 months after the date of the notice, and

(iv) stating that a shareholder of the company is entitled, on making a request within the 3 month period and without charge, to receive a copy of the final accounts from the liquidator.

(2) The liquidator must comply with subsection (1) before applying for a certificate of dissolution under section 351.

(3) A liquidator who has provided notice, under subsection (1) (c), to the shareholders must, without charge,

(a) permit each shareholder to examine the final accounts during statutory business hours within the 3 month period, and

(b) send, to each shareholder who requests it within the 3 month period, promptly after the liquidator's receipt of the request, a copy of the final accounts.

Court confirmation of dissolution in court ordered liquidations

350 (1) In addition to complying with the obligations imposed under section 349, a liquidator appointed by the court under Division 4 must, before applying for a certificate of dissolution, obtain an order of the court for dissolution of the company.

(2) On an application for an order under subsection (1), the court may make any order it considers appropriate and may, without limitation, make an order

(a) directing the registrar to issue a certificate of dissolution,

(b) directing the custody or disposal of the records of the company, and

(c) discharging the liquidator on a specified date or after a specified event.

Application for certificate of dissolution

351 (1) Promptly after complying with section 349, and, in the case of a liquidator appointed by the court, with section 350, the liquidator must submit to the registrar for filing an application for a certificate of dissolution.

(2) An application for a certificate of dissolution under subsection (1) must

(a) be made in the prescribed form,

(b) include, as an attachment, the final accounts referred to in section 349 (1) (a), and

(c) in the case of a liquidator appointed by the court under Division 4, include a copy of the entered order referred to in section 350 (2).

(3) Subject to section 332, unless the date of dissolution is deferred under subsection (4) of this section, a company over which a liquidator had been appointed is dissolved,

(a) if the appointment of the liquidator was made by the court,

(i) if neither the date nor the time is specified by the application for a certificate of dissolution, on the date and time that the application for a certificate of dissolution is filed with the registrar,

(ii) if a date but no time is specified, on the later of

(A) the date and time that the application for a certificate of dissolution is filed with the registrar, and

(B) the beginning of the date specified, or

(iii) if both a date and time are specified, on the later of

(A) the date and time that the application for a certificate of dissolution is filed with the registrar, and

(B) the date and time specified, or

(b) in any other case, on the beginning of the day that is 3 months after the date on which the application for a certificate of dissolution is filed with the registrar.

(4) Subject to subsection (5), on an application by the liquidator or any person mentioned in section 333 (1), the court may make an order deferring the date of dissolution to a new date.

(5) No order made under subsection (4) is effective unless a copy of that entered order is filed with the registrar before the company is dissolved.

(6) If an order is made under subsection (4) and is filed with the registrar before the company is dissolved, the company is dissolved on the beginning of the date specified by that order.

 
Division 8 -- Effect of Dissolution

Effect of dissolution

352 Subject to sections 354 and 359, when a company is dissolved under this Part, under Division 5 of Part 9 or under section 416, the company ceases to exist for any purpose.

Certificates of dissolution

353 Promptly after a company is dissolved under Division 2 or section 351, the registrar must

(a) prepare a certificate of dissolution showing the date and time on which the company is dissolved,

(b) mail a certified copy of the certificate of dissolution to each liquidator for the company at the mailing address shown for that liquidator in the filings made under section 330 or 338 or, if no liquidator has been appointed for the company, mail a certified copy of the certificate of dissolution to

(i) the person who, under section 358, is required to retain the records of the company, at the address shown for that person in the application for the certificate of dissolution, and

(ii) the applicant for the certificate of dissolution, at the address shown for that person in the application for the certificate of dissolution, and

(c) publish in the Gazette notice that the company has been dissolved, and the date and time that the dissolution took place.

Dissolved companies deemed to continue for litigation purposes

354 (1) Despite the dissolution of a company under this Act,

(a) a legal proceeding commenced by or against the company before its dissolution may be continued as if the company had not been dissolved, and

(b) a legal proceeding may be brought against the company within 2 years after its dissolution as if the company had not been dissolved.

(2) For the purposes of the litigation referred to in subsection (1) and unless the court orders otherwise, records related to a legal proceeding referred to in that subsection may be

(a) delivered to the company at the address for delivery set out for it in any record filed in the court registry by or on behalf of the company in the legal proceeding, or

(b) if the company does not have an address for delivery set out for it in the manner contemplated by paragraph (a) of this subsection, served on the company

(i) by personal service of those records on any individual who was a director or senior officer of the company immediately before the company was dissolved, or

(ii) in the manner ordered by the court.

Liability of shareholders of dissolved companies

355 (1) If, as a result of the liquidation of a company, or in anticipation of or during the dissolution of a company under Division 2, assets of the company were distributed to a person who was a shareholder of the company at the time of the liquidation or dissolution, the shareholder is liable to any person whose claim against the company is upheld in a legal proceeding referred to in section 354.

(2) The liability of a shareholder under subsection (1) continues despite the liquidation or dissolution of the company but is limited to the value that the assets received by the shareholder on that distribution had on the date of that distribution.

(3) Despite the liquidation or dissolution of a company, if it appears to the court that some or all of the company's assets were distributed as a result of the liquidation, or in anticipation of or during the dissolution, to one or more persons who were shareholders of the company, the court may, subject to subsection (2),

(a) add as a party to the legal proceeding any person who was such a shareholder of the company,

(b) determine, for each person who was such a shareholder, the amount for which that person is liable and the amount that that person must contribute towards satisfaction of the plaintiff's claim, and

(c) direct payment of the amounts so determined.

(4) A shareholder is not liable under subsection (1) or (3) unless a legal proceeding to enforce the liability is brought within 2 years after the date on which the company is dissolved.

Effect of dissolution on assets

356 If, on the date on which a company is dissolved, the company has an asset that has not yet been distributed, the asset vests in the government unless

(a) the asset is one in which the company is a joint tenant, in which event the asset vests in the other joint tenant, or

(b) the asset is land located in British Columbia, in which event the asset is, subject to paragraph (a), deemed to escheat to the government under section 4 of the Escheat Act.

Execution of judgments

357 (1) In this section, "dissolved company's assets" means, in respect of a company that has been dissolved, the assets that were owned by it before its dissolution and that vested in the government or escheated to the government under section 356, and includes,

(a) money, and

(b) any money realized by the government from the disposition of those assets.

(2) If a company is dissolved at or after the time that a judgment is obtained against it, the person who obtained the judgment may, within 2 years after the date on which the company is dissolved, make application to the minister for recovery against the dissolved company's assets.

(3) If the minister is satisfied that the applicant under subsection (2) is entitled to recover some or all of the dissolved company's assets in satisfaction of a judgment referred to in that subsection, the minister may,

(a) if the dissolved company's assets have not yet been disposed of, provide those assets to the sheriff who may realize on those assets in accordance with the Court Order Enforcement Act, or

(b) in any other case, pay out of the consolidated revenue fund, without an appropriation other than this section, the lesser of

(i) the amount of money that the applicant is entitled to recover out of the dissolved company's assets, and

(ii) the amount of money realized by the government from the disposition of those assets less the government's costs of obtaining, maintaining and disposing of those assets.

(4) If assets are provided to the sheriff under subsection (3) (a), the sheriff must apply the money realized from the disposition of those assets firstly in payment of the government's costs of obtaining, maintaining and disposing of those assets, and secondly in accordance with the scheme for payment under the Court Order Enforcement Act.

Custody of records

358 (1) In this section, "dissolved company's records" means, in relation to a company that is dissolved under this Act,

(a) if a liquidator was appointed for the company, the records referred to in sections 339 (c) and (d) and 341 (1), and

(b) in any other case, the records that the company is required to maintain under section 42.

(2) The following persons must, for the prescribed period or until the expiration of any shorter period that may be ordered by the court under section 350 (2) (b), retain in British Columbia and produce, in accordance with Division 9, the dissolved company's records:

(a) if a liquidator was not appointed for the company, the person, or the executors or administrators of the person, who had custody of the records at the time that application for dissolution was made to the registrar or, if no application for dissolution was made, at the time of the company's dissolution under section 416;

(b) if one or more liquidators were appointed for the company,

(i) the person, or the executors or administrators of the person, who, at the time of the company's dissolution, was a liquidator for the company and had custody of the company's records, or

(ii) if the liquidator did not take custody of the records, the person, or the executors or administrators of the person, who maintained custody of the records under the control and direction of the liquidator;

(c) any other person ordered by the court under section 350 (2) (b).

(3) The person who, under subsection (2), has custody of the records referred to in that subsection must,

(a) if the location of the office at which those records are being retained is not reflected in a dissolution application under section 327 or in an application for a certificate of dissolution under section 351 (1), file with the registrar a notice of address of dissolved company's records in the prescribed form, or

(b) if the location of those records changes from the location identified in the corporate register, file with the registrar a notice of change of location of the dissolved company's records in the prescribed form.

(4) The person required to retain records under this section may retain them in a bound or looseleaf form or may enter or record them in or by any prescribed data processing or information retrieval system.

Liabilities of dissolved companies survive

359 (1) Subject to subsection (2) and sections 355 (4) and 360 (3), the liability of each director, officer, shareholder and liquidator of a company that is dissolved continues and may be enforced as if the company had not been dissolved.

(2) No director, officer or shareholder is liable for anything done or omitted to be done by or on behalf of a company while the company is under the control of a liquidator.

Discharge by court order

360 (1) After the company has been dissolved, a liquidator may make application to the court to be discharged as liquidator.

(2) An application under subsection (1) must include the final accounts of the liquidation prepared under section 349 (1) (a).

(3) An order of the court discharging a liquidator under this Part discharges the liquidator from all liability in respect of any act done or default made by the liquidator in the administration of the affairs of the company or otherwise in relation to that person's conduct as liquidator.

(4) An order discharging a liquidator under this Part may be revoked on proof that it was obtained by fraud, or by suppression or concealment of any material fact.

 
Division 9 -- Records of Dissolved Companies

Entitlement to examine records of dissolved companies

361 (1) If custody or control of a company's records is obtained by a liquidator under section 339 (c) or by a person under section 358, the liquidator or that person must,

(a) on the request of any other person who was, before the filing of the dissolution application or before the commencement of the liquidation, as the case may be, entitled under section 45 to examine any of those records, allow that person to examine that record during statutory business hours on payment of the prescribed fee, and

(b) promptly after request and payment of the prescribed fee, provide to a person referred to in paragraph (a) of this subsection a copy of any record that the person is entitled under that paragraph to examine.

(2) If custody of records referred to in section 341 (1) is maintained by a liquidator or by a person referred to in section 358, any person may, on payment of the prescribed fee,

(a) examine any of those records during statutory business hours, and

(b) obtain a copy of any of those records.

(3) A copy of a record referred to in subsection (1) or (2)

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

(b) may, in any other case, be provided by making it available for pick up at the liquidation records office or, in the case of a record referred to in section 358, at the location at which the record is kept.

Remedies on denial of access to or copies of records of dissolved companies

362 Section 48 applies if a person who is entitled, under section 361, to examine or receive a copy of a record referred to in this Part is not given access to or a copy of that record.

 
Division 10 -- Restoration

Interpretation of "related" person

363 In this Division, a person is related to a company that has been dissolved or to a foreign corporation or limited liability company that has had its registration as an extraprovincial company cancelled if the person was, at the time of the dissolution or cancellation, as the case may be, a shareholder, officer or director of the company or extraprovincial company or, in the case of a limited liability company, a member, authorized signing officer or manager of the limited liability company.

Applications to the registrar for restoration

364 (1) Any interested person may make application under this section to the registrar for a company to be restored to the corporate register or for the registration of a foreign corporation or a limited liability company as an extraprovincial company to be restored

(a) if the company was dissolved after the coming into force of this Act or the registration of the foreign corporation or limited liability company as an extraprovincial company was cancelled after the coming into force of this Act,

(b) in the case of a company dissolved before the coming into force of this Act, if the company was dissolved within 10 years before the application for restoration is made, or

(c) in the case of a foreign corporation or limited liability company that has had its registration as an extraprovincial company cancelled before the coming into force of this Act, if that registration was cancelled within 10 years before the application for restoration is made.

(2) An application may be made under subsection (1) by submitting for filing with the registrar an application for restoration in the prescribed form.

(3) Before submitting an application to the registrar for filing under this section or before making an application to the court under section 365, the applicant must

(a) publish notice of the application in the Gazette,

(b) mail notice of the application as follows:

(i) in the case of a company dissolved before the coming into force of this Act, to the last address shown in the corporate register as the registered office of the company;

(ii) in the case of a company dissolved under this Act, to the last address shown in the corporate register as the registered office of the company, or if the company had, before its dissolution, filed a notice of articles under this Act, to the last address shown in the corporate register as the mailing address of the registered office of the company;

(iii) in the case of a foreign corporation or limited liability company that has had its registration as an extraprovincial company cancelled before the coming into force of this Act,

(A) to the last address shown in the corporate register as the address of the attorney for that extraprovincial company, or

(B) if under the charter of the extraprovincial company its head office is in British Columbia and if the extraprovincial company does not have an attorney, to the last address shown in the corporate register as the address of its head office;

(iv) in the case of a foreign corporation or limited liability company that has had its registration as an extraprovincial company cancelled under this Act,

(A) to the last address shown in the corporate register as the mailing address of any of its attorneys, or

(B) if under the charter of the extraprovincial company its head office is in British Columbia and if the extraprovincial company does not have an attorney, to the last address shown in the corporate register as the address of its head office,

(c) obtain the executive director's consent to the application if,

(i) in the case of a company that is to be restored, the company was dissolved before the coming into force of this Act and was a reporting company within the meaning of the Companies Act, 1973 immediately before its dissolution,

(ii) in the case of a company that is to be restored, the company was dissolved after the coming into force of this Act and was a reporting company within the meaning of the Companies Act, 1973 on the earlier of

(A) the third anniversary of the coming into force of this Act, and

(B) the date on which it was dissolved, or

(iii) in the case of a company that is to be restored or a foreign corporation or a limited liability company that is to have its registration as an extraprovincial company restored, the company, foreign corporation or limited liability company was, at the time it was dissolved or had its registration cancelled, as the case may be, a reporting issuer, and

(d) if the applicant is submitting an application to the registrar for filing,

(i) reserve a name under section 23 for the company to be restored unless the company is to be restored with the name created by adding "B.C. Ltd" after the incorporation number for the company, or

(ii) in the case of a foreign corporation or limited liability company, other than a federal corporation, that is to have its registration as an extraprovincial company restored, reserve a name under section 23 or, if the name of the foreign corporation or limited liability company contravenes one or more of the prescribed requirements or other requirements set out in Division 2 of Part 2, reserve an assumed name.

(4) If the applicant for restoration under subsection (1) is related to the company, foreign corporation or limited liability company, the applicant must include in the application made under this section

(a) a statement that the applicant is related to the company, foreign corporation or limited liability company and a description of the person's relationship with the company, foreign corporation or limited liability company, as the case may be,

(b) the date on which the notice required under subsection (3) (a) was published in the Gazette,

(c) the date on which the notice required under subsection (3) (b) was mailed in accordance with that subsection,

(d) if subsection (3) (c) applies to the company, foreign corporation or limited liability company, a statement to that effect and the consent required under that subsection,

(e) whichever of the following is applicable:

(i) if the application is for the restoration of a company, the name reserved for the company under section 23 or, if a name has not been reserved, a statement that the name by which the company is to be restored is the name created by adding "B.C. Ltd." after the incorporation number for the company;

(ii) if the application is for the restoration of the registration of a foreign corporation or limited liability company as an extraprovincial company, the name or assumed name, as the case may be, reserved for the foreign corporation or limited liability company under subsection (3) (d) (ii),

(f) whichever of the following is applicable:

(i) if the application is for the restoration of a company,

(A) the full name of each of the individuals who is to be a director of the company after its restoration and the prescribed address or addresses for each of those individuals, and

(B) the mailing addresses and the delivery addresses of the offices proposed as the registered office and the records office of the restored company;

(ii) if the application is for the restoration of the registration of a foreign corporation or limited liability company as an extraprovincial company,

(A) the full name of each of the directors of the foreign corporation or, in the case of a limited liability company, of each of the managers of the limited liability company, the prescribed address or addresses for each of those persons and, if known, the name of each office, if any, in the foreign corporation or limited liability company that is to be held by each of those persons, and

(B) the mailing address and the delivery address of its head office, whether or not the head office is in British Columbia, and of each of the attorneys, if any, that the extraprovincial company will have after the restoration of the registration, and

(g) any other information or filings required by the registrar or the court.

(5) If the applicant for restoration is not related to the company or the foreign corporation or limited liability company, the applicant must include in the application made under this section

(a) a statement that the applicant is not related to the company or foreign corporation or limited liability company,

(b) the materials referred to in subsection (4) (b) to (e), and

(c) any other information or filings required by the registrar or the court.

(6) Subject to sections 369 and 370 and subsection (7) of this section, promptly after an application under this section is filed with the registrar, the registrar must, on the terms and conditions the registrar considers appropriate, restore the company to the corporate register or restore the registration of the foreign corporation or limited liability company as an extraprovincial company.

(7) Subject to sections 369 and 370, the registrar may, under subsection (6) of this section, restore a company to the corporate register or restore the registration of a foreign corporation or limited liability company as an extraprovincial company for a limited period and, in that event, the company is dissolved or the registration of the foreign corporation or limited liability company as an extraprovincial company is cancelled on the expiration of that period.

(8) Section 353 (a) and (c) applies to a company that is dissolved under subsection (7) of this section.

Applications to the court for restoration

365 (1) Any interested person may make application to the court for a company to be restored to the corporate register or for the registration of a foreign corporation or limited liability company as an extraprovincial company to be restored.

(2) An applicant must, in an application under subsection (1), advise the court,

(a) if the application is for the restoration of a company, of the name reserved for the company under section 23 or, if a name has not been reserved, that the name by which the company is to be restored is the name created by adding "B.C. Ltd." after the incorporation number for the company, or

(b) if the application is for the restoration of the registration of a foreign corporation or limited liability company as an extraprovincial company, of the name or assumed name, as the case may be, reserved under section 364 (3) (d) (ii).

(3) On an application under subsection (1) and subject to subsection (6), the court may, if it is satisfied that it is appropriate for the company to be restored to the corporate register or for the registration of the foreign corporation or limited liability company as an extraprovincial company to be restored, make an order, subject to the terms and conditions the court considers appropriate, that the company be restored to the corporate register or that the registration of the foreign corporation or limited liability company as an extraprovincial company be restored.

(4) Without limiting subsection (3), the court may, under that subsection, make an order that a company be restored to the corporate register for a limited period or that the registration of a foreign corporation or limited liability company as an extraprovincial company be restored for a limited period and, in that event, the company is dissolved or the registration of the foreign corporation or limited liability company as an extraprovincial company is cancelled on the expiration of that period.

(5) Section 353 (a) and (c) applies to a company that is dissolved under subsection (4) of this section.

(6) The court must not make an order under this section unless the court is satisfied that

(a) notice of the application and a copy of any record filed in support of it has been sent to the registrar, and the registrar has consented to the restoration, and

(b) the applicant has complied with section 364 (3).

(7) There must be included in the records filed in support of an application under this section the information set out in section 364 (4) or (5), as applicable.

(8) Promptly after an order is made under this section, the applicant must file a copy of the entered order with the registrar.

(9) After a copy of an entered court order is filed with the registrar under subsection (8), the registrar must, on the terms and conditions set out in the order, restore the company to the corporate register or restore the registration of the foreign corporation or limited liability company as an extraprovincial company.

Effect of restoration of company

366 (1) A company is restored when the registrar alters the corporate register to reflect that restoration and, whether or not the requirements precedent and incidental to restoration have been complied with, either a certificate of restoration, whether as originally issued by the registrar or as corrected under section 414, or a notation in the corporate register that a company has been restored is conclusive evidence, for the purposes of this Act and for all other purposes, that the company has been duly restored under this Act as of the date shown in the certificate of restoration or in the corporate register, as the case may be.

(2) Subject to sections 44 and 367, if a company is restored to the corporate register as a result of an application by a person who is not related to the company, the company is restored with

(a) the articles and the notice of articles or memorandum, as the case may be, that it had before its dissolution, and

(b) the last registered office and the last records office shown for the company in the corporate register.

(3) Subject to sections 44 and 367, if a company is restored to the corporate register as a result of an application by a person who is related to the company,

(a) the company is restored with the articles and with the notice of articles or memorandum, as the case may be, that it had before its dissolution, but if the information contained in the application differs from the information contained in those articles or that notice of articles or memorandum, those articles or that notice of articles or memorandum is deemed, on the restoration, to be altered to reflect the new information,

(b) the mailing address and the delivery address of the registered office and the mailing address and the delivery address of the records office of the restored company are the mailing address and the delivery address respectively shown for those offices in the application, and

(c) subject to subsection (4) of this section, the individuals who are designated in the application as the individuals who are to be the directors of the restored company hold office as directors from the restoration of the company.

(4) No designation, made under section 364 (4) (f) (i) (A), of an individual as a director in an application for the restoration of a company is valid unless, subsequent to the dissolution of the company and before the submission of the application for restoration, the designated individual consents in writing to be a director of the company.

(5) Nothing in this section prevents a restored company from altering its articles or notice of articles in the manner provided by this Act.

(6) A company that is restored to the corporate register is deemed to have continued in existence and proceedings may be taken as might have been taken if the company had not been dissolved.

Restored pre-existing companies must alter charter

367 (1) This section applies only to a pre-existing company that

(a) had been dissolved,

(b) has been restored, under this Division, other than for a limited period under section 364 (7) or 365 (4), and

(c) had not, before its dissolution, filed a notice of articles with the registrar.

(2) A company must do the following within 12 months after the date of its restoration:

(a) file a notice of articles with the registrar that complies with subsection (6);

(b) alter its articles to comply with subsection (7).

(3) The company must not submit a notice of articles for filing with the registrar under this section until it has been authorized to do so by a directors' resolution or an ordinary resolution.

(4) The company must not alter its articles under this section unless it does so in accordance with section 277.

(5) The company may include, in articles altered under this section, a provision authorizing the directors to require a shareholder to surrender the certificates representing all of the shareholder's shares of the company for the purpose of having them cancelled and replaced by one or more share certificates that comply with sections 56, 108 and 109.

(6) The company must ensure that the notice of articles that is filed with the registrar under this section

(a) complies with section 13 (a), (c), (d), (e) and (g) to (k) and includes, in respect of the directors and the registered and records offices of the company, only the information that is, at the time of the filing, contained in the corporate register,

(b) sets out the name of the company in accordance with section 370, and

(c) otherwise contains only information that is entirely consistent with the information that was contained in the company's memorandum and articles at the time of its dissolution.

(7) The company must ensure that the articles, as altered under this section,

(a) comply with section 14 (1), (2) and (7),

(b) set out the name of the company in accordance with section 370,

(c) include each provision

(i) that was contained in the company's memorandum at the time of its dissolution, and

(ii) that is not included in its notice of articles,

(d) contain additional information only if that additional information is entirely consistent with

(i) the information that, under this section, is or may be included in the articles, or

(ii) the information that was contained in the company's articles at the time of its dissolution if and to the extent that that information is not inconsistent with the information referred to in subparagraph (i), and

(e) otherwise comply with this Act.

(8) Despite any wording to the contrary in a security agreement or other record to which the company is a party, the filing of a notice of articles under subsection (2) (a) and the alteration to the articles under subsection (2) (b) does not constitute a breach or contravention of or a default or offence under the security agreement or other record if

(a) the notice of articles as filed complies with subsection (6) (c), and

(b) the articles as altered comply with subsection (7) (d).

(9) Nothing in subsection (6) or (7) prevents the company from subsequently altering the provisions referred to in those subsections in the manner provided by this Act.

(10) No notice of articles filed with the registrar under this section is invalid merely because subsection (3) has not been complied with.

(11) On the filing of a notice of articles for the company under this section, the memorandum of the company ceases to have any further force or effect and the registrar may subsequently provide to the company any records

(a) that had been filed by or for the company with the registrar, and

(b) that the registrar considers are appropriate to return to the company.

(12) After a notice of articles for the company is filed with the registrar under this section, the registrar must provide a certified copy of the filed notice of articles to the company.

(13) Despite any other provision of this Division, the company must be restored with articles that contain a part or division entitled "Statutory Reporting Company Provisions" that is approved by the executive director if the company

(a) was dissolved before the coming into force of this Act and was a reporting company within the meaning of the Companies Act, 1973 immediately before its dissolution, or

(b) was dissolved after the coming into force of this Act and was a reporting company within the meaning of the Companies Act, 1973 on the earlier of

(i) the third anniversary of the coming into force of this Act, and

(ii) the date on which it was dissolved.

(14) The company need not comply with section 13 or 14 other than in the manner contemplated by this section.

Effect of restoration of extraprovincial companies

368 (1) The registration of a foreign corporation or a limited liability company as an extraprovincial company is restored when the registrar alters the corporate register to reflect the restoration and, whether or not the requirements precedent and incidental to restoration of the registration of the foreign corporation or limited liability company as an extraprovincial company have been complied with, either a certificate of restoration, whether as originally issued by the registrar under this Part or as corrected under section 414, or a notation in the corporate register that the registration of the foreign corporation or limited liability company as an extraprovincial company has been restored is conclusive evidence for the purposes of this Act and for all other purposes that the registration of the foreign corporation or limited liability company as an extraprovincial company has been duly restored under this Part as of the date shown in the certificate of restoration or in the corporate register, as the case may be.

(2) If the registration of a foreign corporation or a limited liability company as an extraprovincial company is restored as a result of an application by a person who is not related to the the foreign corporation or limited liability company , the mailing addresses and the delivery addresses of the head office of the extraprovincial company, whether or not the head office is in British Columbia, and of the attorneys, if any, for the extraprovincial company are the last mailing addresses and delivery addresses respectively shown for them in the corporate register.

(3) If the registration of a foreign corporation or a limited liability company as an extraprovincial company is restored as a result of an application by a person related to the extraprovincial company, the mailing addresses and the delivery addresses of the head office of the extraprovincial company, whether or not the head office is in British Columbia, and of the attorneys, if any, for the extraprovincial company are the mailing addresses and the delivery addresses respectively shown for them in the application.

(4) The registration of a foreign corporation or a limited liability company that has had its registration as an extraprovincial company restored is deemed not to have been cancelled, and proceedings may be taken as might have been taken if the registration of the foreign corporation or limited liability company as an extraprovincial company had not been cancelled.

Restrictions on restoration

369 (1) Subject to subsection (3), if a restoration under this Division is as a result of a court order under section 365, the registrar must not restore the company to the corporate register, or restore the registration of the foreign corporation or limited liability company as an extraprovincial company, as the case may be, until the later of

(a) the time that a copy of the entered order is filed with the registrar, and

(b) the date, or date and time, specified by the order.

(2) Subject to subsection (3), if a restoration under this Division is not as a result of a court order under section 365, the registrar must not restore the company to the corporate register, or restore the registration of the foreign corporation or limited liability company as an extraprovincial company, as the case may be, until 30 days after the later of

(a) the date shown in the application for restoration as the date on which notice of the application was published in the Gazette in accordance with section 364 (3) (a), and

(b) the date shown in the application for restoration as the date on which the applicant mailed the notice of the application in accordance with section 364 (3) (b).

(3) Unless the court orders otherwise, the registrar must not, under section 364, restore a company to the corporate register or restore the registration of a foreign corporation or a limited liability company as an extraprovincial company if a copy of an entered court order to the contrary is filed with the registrar before the restoration is effected.

(4) An application for an order under subsection (3) must be made on notice to person applying for the restoration.

Name on restoration

370 (1) A company that is restored to the corporate register under this Division has as its name on the date of its restoration,

(a) if the application for restoration was made to the registrar under section 364,

(i) the name shown for the company on its application for restoration if

(A) that name was reserved for the company under section 23 and that reservation remains in force at the date of the restoration of the company, or

(B) that name was reserved for the company under section 23 and although the reservation has expired, on the date of the restoration of the company the reserved name complies with the prescribed requirements and with the other requirements set out in Division 2 of Part 2, or

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

(b) if the application for restoration was made to the court under section 365,

(i) the name, if any, shown for the company in the order if

(A) that name was reserved for the company under section 23 at the time of the application to the court and that reservation remains in force at the date of the restoration of the company, or

(B) that name was reserved for the company under section 23 at the time of the application to the court and although the reservation has expired, on the date of the restoration of the company the reserved name complies with the prescribed requirements and with the other requirements set out in Division 2 of Part 2, or

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

(2) If the registrar has reserved an assumed name for a foreign corporation or a limited liability company under section 364 (3) (d) (ii), section 26 (2) and (3) applies to the foreign corporation or limited liability company after its registration as an extraprovincial company is restored under this Division.

Registrar's duties after restoration

371 After the restoration of a company or after the restoration of the registration of a foreign corporation or a limited liability company as an extraprovincial company, the registrar must

(a) publish in the Gazette notice of the restoration showing the date and time of restoration, and

(b) issue and provide to the company or extraprovincial company, as the case may be, a certificate of restoration.

Corporate assets to be returned to restored company

372 (1) On the restoration of a company, any assets of the company, other than money, that vested in the government and that remain in the custody or control of the government must be returned to the company after the government has been reimbursed, out of those assets or otherwise, for its costs of obtaining, retaining, maintaining and returning the assets.

(2) In addition to returning the assets referred to in subsection (1), the government must pay to the company out of the consolidated revenue fund the following amounts less the costs incurred by the government in obtaining and retaining and, if applicable, in maintaining or disposing of, any of the money or assets in respect of which the payment is to be made and less the amount of any payments made in relation to that company by the minister under section 357 (3):

(a) an amount equal to the aggregate amount of money received by the government under sections 348 and 356;

(b) if an asset other than money was delivered to, vested in or escheated to the government under section 348 or 356 and that asset was disposed of, an amount equal to the lesser of

(i) the fair market value of that asset at the date on which it vested in or escheated to the government, less the costs incurred by the government in obtaining and retaining, and, if applicable, in maintaining or disposing of, the asset, and

(ii) the amount of money realized by the government from the disposition of the asset, less the costs incurred by the government in obtaining and retaining, and, if applicable, in maintaining or disposing of, the asset.

(3) Despite subsections (1) and (2), title to, or any interest in, land that has escheated to the government under section 4 of the Escheat Act is not, except as provided in section 4 of that Act, affected in any way by a restoration of a company under this Division.

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