1998/99 Legislative Session: 3rd Session, 36th Parliament
THIRD READING
The following electronic version is for informational
purposes only.
The printed version remains the official version.
HER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of British Columbia, enacts as follows:
Part 1 -- Interpretation and Application
1 (1) In this Act:
"affiliate" means a corporation that is affiliated with another corporation within the meaning of section 2;
"agent or employee of the government" includes an independent contractor employed by the government;
"alter" includes create, add to, vary and delete;
"amalgamated company" means the company resulting from an amalgamation of corporations contemplated by section 286 (1);
"annual reference date" means, for each calendar year that a company is in existence,
(a) the date that is selected as the company's annual reference date for that calendar year in accordance with section 200 (3),
(b) if no date is selected as the company's annual reference date for that calendar year in accordance with section 200 (3), the date in that calendar year on which the company holds its annual general meeting in accordance with section 200 (1), or
(c) if no date is selected as the company's annual reference date for that calendar year in accordance with section 200 (3), if the company does not hold an annual general meeting in that calendar year in accordance with section 200 (1) and if the company would, if section 200 (2) and (4) were not available to it, be obliged to hold an annual general meeting in that calendar year,
(i) any date selected by the registrar under section 200 (4) (b), or
(ii) if no date is selected by the registrar under section 200 (4) (b), the latest date in that calendar year that, if section 200 (2) and (4) were not available to it, would be available to the company under section 200 (1) for holding its annual general meeting;
"Appeals Commission" means the commission continued under the Commercial Appeals Commission Act;
"articles" means the record described in section 14, and includes
(a) the articles or articles of association of a pre-existing company,
(b) the bylaws of a company incorporated
(i) under a former Companies Act, if that Act did not provide for articles or articles of association, or
(ii) by a special or private Act, and
(c) any other record that under this Act constitutes the articles of a company;
"associate", if used to indicate a relationship with a person, means, except in section 209,
(a) a corporation of which the person beneficially owns, directly or indirectly,
(i) shares carrying, in the aggregate, more than 1/10 of the voting rights that may be exercised in the election of directors who may be elected at a general meeting of the corporation, or
(ii) a currently exercisable option or right to purchase shares that, if exercised, could result in subparagraph (i) applying to the person,
(b) a partner, other than a limited partner, of the person,
(c) a trust or estate in which the person has a substantial beneficial interest or for which the person serves as trustee or in a similar capacity,
(d) a spouse, son or daughter of the person, or
(e) a relative of the person or of the person's spouse, other than a relative referred to in paragraph (d), who has the same home as the person;
"attorney", except in sections 160 and 429 (4) (a) and (8) (a), in the first usage of the term in section 384 and in Articles 13.8 (b), 13.11 and 24.2 (d) of Table A, means, in relation to an extraprovincial company, a person who is an attorney for the extraprovincial company under Division 2 of Part 11;
"auditor" includes a partnership of auditors and a corporation, or a partnership of corporations, carrying on the business of an auditor;
"authorized share structure" means the kinds, classes and series of shares that a company is authorized, by its notice of articles or memorandum, to issue and the limits, if any, on the number of shares of those kinds, classes and series of shares;
"branch securities register" means a securities register maintained under section 111 (2);
"central securities register" means the register maintained under section 111 (1);
"charter", except in section 62, includes an Act, statute, ordinance, letters patent, certificate, declaration or other instrument or provision of law by or under which a corporation has been incorporated, amalgamated, continued or converted, and every alteration to them applying to the corporation, and also the corporation's memorandum, notice of articles, articles, regulations, bylaws or agreement or deed of settlement and every alteration to them;
"class meeting" means, in respect of a company that has provided, under section 58 (1) (b), for different classes of shares, a meeting of shareholders of the company who hold shares of a particular class of shares;
"Companies Act, 1862" means the Companies Act of the Imperial Parliament, 25 and 26 Victoria, chapter 89, brought into force in British Columbia by The Companies' Ordinance, 1866 (British Columbia) and The Companies' Ordinance, 1869 (British Columbia);
"Companies Act, 1878" means the Companies Act, S.B.C. 1878, c. 5;
"Companies Act, 1888" means the Companies Act, S.B.C. 1888, c. 21;
"Companies Act, 1890" means the Companies Act, 1890, S.B.C. 1890, c. 6;
"Companies Act, 1897" means the Companies Act, 1897, S.B.C. 1897, c. 2;
"Companies Act, 1910" means the Companies Act, S.B.C. 1910, c. 7, and includes the Companies Act, R.S.B.C. 1911, c. 39;
"Companies Act, 1921" means the Companies Act, 1921, S.B.C. 1921, c. 10, and includes the Companies Act, R.S.B.C. 1924, c. 38;
"Companies Act, 1929" means the Companies Act, S.B.C. 1929, c. 11, and includes the Companies Act, R.S.B.C. 1936, c. 42, the Companies Act, R.S.B.C. 1948, c. 58 and the Companies Act, R.S.B.C. 1960, c. 67;
"Companies Act, 1973" means the Companies Act, S.B.C. 1973, c. 18, and includes the Company Act, R.S.B.C. 1979, c. 59 and the Company Act, R.S.B.C. 1996, c. 62;
"company" means a corporation, recognized as a company under this Act, that has not, since its most recent recognition as a company, ceased to be a company, and includes a pre-existing company;
"completing party" means
(a) an individual who, in respect of a record that is to be filed with the registrar on a paper form, inserts into the applicable spaces on the paper form information needed to complete the form,
(b) an individual who, in respect of a record to be filed with the registrar by any other prescribed method, communicates to the registrar by that prescribed method information needed to complete the record, or
(c) an individual who, in respect of a record that may be submitted for filing with the registrar by an agent or employee of the government, gives information needed to complete the record to the agent or employee of the government,
but does not include an individual who, in that individual's capacity as an agent or employee of the government, inserts, transmits or communicates information needed to complete the record;
"consent resolution" means a resolution of shareholders or directors that is passed by being consented to in writing by,
(a) in the case of a consent resolution of shareholders, shareholders who, in the aggregate, hold shares carrying at least the number of votes needed to pass the resolution as a consent resolution, or
(b) in the case of a consent resolution of directors, the number of directors needed to pass the resolution as a consent resolution ;
"control", in relation to a corporation, means control within the meaning of section 2 (3);
"corporate purposes" means, in relation to a corporation, any effort to
(a) influence the voting of shareholders of the corporation at any meeting,
(b) acquire or sell shares of the corporation, or
(c) effect an amalgamation involving, or a reorganization of, the corporation;
"corporate register" means the information with respect to companies and extraprovincial companies that is filed with the registrar;
"corporation" , except in section 31, means a company, a body corporate, a body politic and corporate, an incorporated association or a society, however and wherever incorporated, but does not include a municipality or a corporation sole;
"court", except in sections 147 (2) (b), 258 (1) (c), 374 (4), 400 (1) and 421 (2), means the Supreme Court and, in sections 147 (2) (b), 258 (1) (c), 374 (4), 400 (1) and 421 (2), includes the Supreme Court;
"debenture" includes an instrument, secured or unsecured, issued by a corporation if that instrument is
(a) in bearer form within the meaning of section 106, or in registered form,
(b) of a kind commonly dealt in on securities exchanges or markets, or commonly recognized in any area in which it is issued or dealt in as a medium for investment, and
(c) evidence of an obligation or indebtedness of the corporation,
but does not include negotiable unsecured promissory notes maturing within one year after the date of issue;
"debt obligation" means a bond, debenture, note or other evidence of indebtedness or guarantee, whether secured or unsecured, of a corporation;
"delivery address" means, for an office, the location of that office identified by an address that describes a unique and identifiable location in British Columbia that is accessible to the public during statutory business hours for the delivery of records, but does not include a post office box;
"director" means a person who is elected or appointed to the governing body of a corporation and includes, for the purposes of sections 147, 158, 252, 270, 343, 359 and 363 and Division 3 of Part 5 only,
(a) a person, by whatever name that person is designated, who performs functions of a director, and
(b) a person who manages or supervises the management of the business and affairs of the corporation if all of the directors have ceased to hold office without replacement,
but does not include
(c) a person, other than a person elected or appointed as a director, who manages the business of the corporation under the direction or control of a shareholder,
(d) a lawyer, accountant or other professional whose primary participation in the management of the corporation is the provision of professional services to the company,
(e) a trustee in bankruptcy who participates in the management of the corporation or exercises control over its property, rights and interests primarily for the purposes of the administration of the bankrupt's estate, or
(f) a receiver, receiver manager or secured creditor who participates in the management of the corporation or exercises control over its property, rights and interests primarily for the purposes of enforcing a debt obligation;
"exceptional resolution" means
(a) a resolution passed under the following circumstances:
(i) a meeting of shareholders entitled to vote on the resolution is held to consider the resolution;
(ii) notice of the meeting and of the intention to propose the resolution as an exceptional resolution is given to all shareholders entitled to vote on the resolution at least 21 days, or any greater period that may be required by the articles, before the meeting;
(iii) the articles state that, of the votes cast on the resolution by shareholders who, being entitled to do so, vote in person or by proxy, a specified majority must be cast in favour of the resolution before it can pass as an exceptional resolution;
(iv) the majority of votes specified by the articles under subparagraph (iii) is greater than the majority of votes required for the company to pass a special resolution;
(v) not less than the majority of votes specified by the articles under subparagraph (iii) is cast in favour of the resolution, or
(b) a resolution passed by being consented to in writing by all of the shareholders entitled to vote in person or by proxy on the resolution;
"executive director" means the executive director appointed under section 8 of the Securities Act;
"extraprovincial company" means a foreign corporation, or a limited liability company, registered under section 376 as an extraprovincial company, and includes a pre-existing extraprovincial company;
"federal corporation" means a corporation if
(a) the following was effected by or under an Act of Canada:
(i) the most recent incorporation of the corporation;
(ii) the most recent continuation of the corporation;
(iii) the most recent amalgamation from which the corporation resulted, and
(b) the corporation has not, since that incorporation, continuation or amalgamation, been discontinued by or under an Act of Canada;
"filed", in respect of a record filed or to be filed with the registrar, means filed in accordance with section 405;
"financial statement" includes any notes to it;
"foreign corporation", except in Part 11, means a corporation that
(a) is not a company,
(b) has issued shares,
(c) has not been incorporated to operate in accordance with cooperative principles some or all of which are similar to the cooperative principles established by the International Cooperative Alliance, and
(d) was
(i) incorporated otherwise than by or under an Act of the Legislature, or
(ii) continued under section 320;
"foreign corporation's jurisdiction" means, in respect of a foreign corporation, the jurisdiction in which the corporation was incorporated, or
(a) if the corporation resulted from an amalgamation or a similar process, the jurisdiction in which the most recent amalgamation or similar process occurred, or
(b) if the corporation has, since the later of its incorporation and any amalgamation or similar process referred to in paragraph (a), been continued or otherwise transferred by a similar process, the jurisdiction into which the corporation was last continued or transferred,
and, in Part 11, includes, in relation to a foreign corporation that is a limited liability company, the jurisdiction in which the limited liability company is organized;
"form of proxy" means a record that, on completion and signing in the prescribed manner by or on behalf of a shareholder, becomes a proxy;
"former Companies Act" means one or more of the Companies Act, 1862, The Companies' Ordinance, 1866 (British Columbia), The Companies' Ordinance, 1869 (British Columbia), the Companies Act, 1878, the Companies Act, 1888, the Companies Act, 1890, the Companies Act, 1897, the Companies Act, 1910, the Companies Act, 1921, the Companies Act, 1929 and the Companies Act, 1973;
"general meeting" means a general meeting of shareholders;
"holding corporation" means the first of the corporations referred to in section 2 (4);
"incorporator" means each individual, corporation, limited liability company or corporation sole that, before a notice of articles is filed with the registrar to incorporate a company, signs the articles that bind the company on its incorporation;
"insolvent" means the inability of a company to pay its debts as they become due in the usual course of its business;
"kind", if used in relation to shares, means a kind of shares within the meaning of section 50 (1);
"legal proceeding" includes a civil, criminal, quasi-criminal, administrative or regulatory action or proceeding;
"limited liability company" means an organization that
(a) is formed in a jurisdiction other than British Columbia,
(b) is recognized as a legal entity in the jurisdiction in which it was formed,
(c) is not a corporation, and
(d) is not a partnership or a limited partnership;
"mail" means mail in accordance with section 8;
"mailing address" includes the correct postal code, or equivalent, for the location for which the address is given;
"manager" means, in relation to a limited liability company, any person elected, appointed or otherwise designated by the members to manage the business and affairs of the limited liability company;
"memorandum" means the document described in section 5 of the Company Act, R.S.B.C. 1996, c. 62, and includes
(a) the certificate of incorporation of a company incorporated under the Companies Act, 1878, or
(b) the memorandum of association of a pre-existing company, as altered, if at all, under any former Companies Act;
"mortgage" includes a secured debt obligation;
"office", when referring to premises, means premises for which a unique mailing address or delivery address exists;
"ordinary resolution" means a resolution
(a) passed at a general meeting by a simple majority of the votes cast, by shareholders entitled to vote on it at a general meeting, in person or by proxy, or
(b) passed, after being submitted to all of the shareholders of the company entitled to vote on it in person or by proxy at a general meeting, by being consented to in writing by shareholders of the company who, in the aggregate, hold shares carrying at least 3/4 of the votes entitled to be cast on it;
"person who maintains the records office for the company" includes a company that maintains its own records office;
"pre-existing company" means a corporation, recognized as a company under a former Companies Act, that has not, since its most recent recognition as a company, ceased to be a company;
"pre-existing extraprovincial company" means a foreign corporation that was licensed or registered as an extraprovincial company under a former Companies Act, and that
(a) remains on the corporate register, or
(b) has had its registration as an extraprovincial company restored under section 364 or 365;
"provide", in relation to the registrar, means provide in accordance with section 10;
"proxy" means a completed and signed form of proxy by which a shareholder appoints a person as the nominee of the shareholder to attend and act for and on behalf of the shareholder at a general meeting, class meeting or series meeting;
"publish" means, in relation to a company's financial statements or an audit report on those financial statements,
(a) place the financial statements or audit report before the shareholders at an annual general meeting and deposit the financial statements or audit report in the company's records office, or
(b) if the company does not hold an annual general meeting by the date that it is required to do so under section 200 (1), deposit the financial statements or audit report in the company's records office on or before the annual reference date that relates to that annual general meeting;
"qualifying debentureholder" means a person who holds a debenture and who was the holder of that debenture immediately before the coming into force of this Act;
"recognized", in respect of a company, means recognized under section 4;
"registered form", in relation to a security certificate within the meaning of Part 4, means
(a) a security certificate that
(i) specifies that the transfer of the security is capable of being recorded in a securities register, and
(ii) identifies the person entitled to the security or the rights it represents, or
(b) a security certificate that bears a statement that it is in registered form;
"registered owner", in relation to a security, means the person who is recorded as the owner of the security in a securities register, or, in the case of a corporation that is not a company, in any comparable register, of the issuer of the security;
"registrant", except in section 428, means a person registered or required to be registered in any jurisdiction to trade in securities within the meaning of the Securities Act;
"registrar" means the person appointed as the Registrar of Companies under section 396;
"reporting issuer" has the same meaning as in the Securities Act;
"Securities Commission" means the British Columbia Securities Commission continued under section 4 of the Securities Act;
"securities register" means a register maintained under section 111;
"security", except in sections 2 (3) (a), 45 (4) (b), 163 (3) (a), 209 (1), 212 (1) and (6), 245 (3) (o), 251 (2), 254, 268 (4), 333 (2) and (3) (b), 339 (i), 342 (1) (c) (vi) and Article 8.1 (a) and (b) of Table A and Part 4, means
(a) a share, participation or other interest in property, rights or interests of a corporation,
(b) a right to acquire such a share, participation or interest, or
(c) a debt obligation of a corporation,
that
(d) is of a type commonly dealt in on securities exchanges or markets, or is commonly recognized as a medium for investment in any area in which it is issued or dealt in, and
(e) is one of a class or series, or is by its terms divisible into a class or series;
"security interest", except in section 314 (6) (b), means an interest in or a charge on the property, rights or interests of a corporation, by way of mortgage, hypothec, pledge or otherwise, to secure payment of a debt or performance of an obligation of the corporation;
"send" means send in accordance with section 9;
"senior officer" means, in relation to a company,
(a) the chair and any vice chair of the board of directors of the company, if that chair or vice chair performs the functions of the office on a full time basis,
(b) the president of the company,
(c) any vice president in charge of a principal business unit of the company, including sales, finance or production, and
(d) any officer of the company or of a subsidiary of the company, whether or not the officer is also a director of the company or the subsidiary, who performs a policy making function in respect of the company and who has the capacity to influence the direction of the company;
"separate resolution" means a resolution that has been submitted to all of the shareholders who hold shares of a particular class or series of shares and that is
(a) passed by the required majority at a class meeting or series meeting of those shareholders, or
(b) passed by being consented to in writing by all those shareholders;
"series", if used in relation to shares, means a series of shares provided for under section 59;
"series meeting" means a meeting of shareholders who hold shares of a particular series of shares;
"shareholder" means a person whose name is entered in a securities register of a company as a registered owner of a share of the company;
"sign" includes execute;
"solicit" and "solicitation" include
(a) each request for a proxy, whether or not accompanied by or included in a form of proxy,
(b) each request to sign or not sign a form of proxy, or to revoke a proxy,
(c) the sending of a form of proxy or other communication to a shareholder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, and
(d) the sending of a form of proxy to a shareholder of a company under this Act or under a provision in any part or division of the company's articles entitled "Statutory Reporting Company Provisions",
but do not include
(e) the sending of a form of proxy to a shareholder in response to an unsolicited request made by that shareholder or on that shareholder's behalf, or
(f) the performance by any person of professional services on behalf of a person soliciting a proxy;
"special Act corporation" means a corporation, incorporated by an Act, that has not been recognized as a company;
"special resolution" means
(a) a resolution passed under the following circumstances:
(i) a meeting of shareholders entitled to vote on the resolution is held to consider the resolution and, for the purposes of this definition, a shareholder is entitled to vote if,
(A) in the case of a special resolution to be passed at a general meeting, shares held by that shareholder carry the right to vote at a general meeting, or
(B) in the case of a special resolution to be passed by shareholders described by this Act or by shareholders holding shares described by this Act, the shareholder or the shares, as the case may be, meet that description;
(ii) notice of the meeting and of the intention to propose the resolution as a special resolution is given to all shareholders entitled to vote on the resolution at least 21 days, or any greater period that may be required by the articles, before the meeting;
(iii) the shareholders who, being entitled to do so, vote in person or by proxy at the meeting vote only those shares that carry the right to vote in relation to that resolution and the majority of those votes cast by those shareholders are cast in favour of the resolution;
(iv) the majority of votes cast in favour of the resolution constitutes at least
(A) the majority of votes that the articles specify is required for the company to pass a special resolution, if that specified majority is at least 2/3 and not more than 3/4 of those votes, or
(B) if the articles do not contain a provision contemplated by clause (A), 3/4 of those votes, or
(b) a resolution passed by being consented to in writing by all of the shareholders entitled to vote in person or by proxy on the resolution;
"special rights or restrictions", in relation to shares of a company, includes special rights and restrictions, whether preferred, deferred or otherwise, and whether in regard to redemption or return of capital, conversion into or exchange for the same or any other number of any other kind, class or series of securities of the company or of any other corporation, dividends, voting, nomination or appointment of directors or other control, or otherwise, and for the purposes of this definition, the words "special rights" and the word "restrictions", when used in this Act, whether together or separately, have a corresponding meaning;
"specially limited company" means a pre-existing company to which one or more of sections 27 to 30 of the Company Act, R.S.B.C. 1996, c. 62, applied immediately before the coming into force of this Act;
"spouse" means a person who
(a) is married to another person, or
(b) is living with another person in a marriage-like relationship and has lived with that person in that relationship for a period of at least 2 years;
"statutory business hours" means the hours between 9 o'clock in the morning and 4 o'clock in the afternoon, Saturdays and holidays excepted;
"subsidiary" means a subsidiary within the meaning of section 2 (2);
"Table A" means Table A in the Schedule to this Act;
"trust indenture" means a deed, indenture or other record, however designated, including every supplement or alteration to it, made by a corporation
(a) under which the corporation issues or guarantees, or provides for the issue or guarantee of, debt obligations, and
(b) by or under which a person is appointed as trustee for the persons holding the debt obligations issued or guaranteed under the trust indenture;
"unanimous resolution" means a resolution passed by being consented to in writing by all of the shareholders entitled to vote in person or by proxy on the resolution;
"warrant" means any record issued by a company as evidence of conversion or exchange privileges or options or rights to acquire securities of the company.
(2) A reference in the memorandum or articles of a pre-existing company to an "extraordinary resolution" is deemed to be a reference to a special resolution.
2 (1) For the purposes of this Act, one corporation is affiliated with another corporation if
(a) one of them is a subsidiary of the other,
(b) both of them are subsidiaries of the same corporation, or
(c) each of them is controlled by the same person.
(2) For the purposes of this Act, a corporation is a subsidiary of another corporation if
(a) it is controlled by
(i) that other corporation,
(ii) that other corporation and one or more corporations controlled by that other corporation, or
(iii) 2 or more corporations controlled by that other corporation, or
(b) it is a subsidiary of a subsidiary of that other corporation.
(3) For the purposes of this Act, a corporation is controlled by a person if
(a) shares of the corporation are held, other than by way of security only, by that person, or are beneficially owned by that person, and
(b) the votes carried by the shares mentioned in paragraph (a) are sufficient, if exercised, to elect or appoint a majority of the directors of the corporation.
(4) For the purposes of this Act, a corporation is the holding corporation of a corporation that is its subsidiary.
3 (1) For the purposes of this Act, securities are beneficially owned by a person if they are beneficially owned by
(a) the person,
(b) a corporation controlled by the person, or
(c) an affiliate of a corporation controlled by the person.
(2) For the purposes of this Act, a corporation is deemed to beneficially own securities that are beneficially owned by its affiliates.
4 For the purposes of this Act, a company is recognized,
(a) if the company is incorporated under this Act or a former Companies Act, when it is incorporated under the applicable Act,
(b) if the company is converted from a special Act corporation to a company under this Act or a former Companies Act, when the special Act corporation is converted to a company under the applicable Act,
(c) if an amalgamated company results from the amalgamation under this Act or a former Companies Act of 2 or more corporations, when the amalgamating corporations are amalgamated as that company under the applicable Act, or
(d) if the company is a foreign corporation continued into British Columbia as a company under this Act or a former Companies Act, when the foreign corporation is continued into British Columbia as a company under the applicable Act.
5 Subject to this Act, this Act applies to a pre-existing company in the same manner as if the company had been incorporated under this Act, and
(a) a reference, express or implied, to a date of incorporation is a reference to the date on which the company was incorporated under the Act or Ordinance under which it was incorporated,
(b) if the articles of the company include a provision contained in Table A in the First Schedule of a former Companies Act, the provision, so far as it is not contrary to or inconsistent with an express provision of this Act or a regulation made under this Act, continues to apply until altered under this Act, and
(c) in the case of a company incorporated or deemed to have been incorporated under the Companies Act, 1878 or the Companies Act, 1890, the articles of the company, so far as they are not contrary to or inconsistent with an express provision of this Act or a regulation made under this Act, continue to apply until altered under this Act.
6 (1) Unless the Act by which a special Act corporation was incorporated provides otherwise, a special Act corporation incorporated after September 30, 1973 is subject to the following:
(a) the provisions of this Act other than sections 5, 7, 12 to 20, 22 to 39, 50, 51, 286 to 313 and Part 11;
(b) the regulations made under this Act other than
(i) regulations made in respect of sections 5, 7, 12 to 20, 22 to 39, 50, 51, 286 to 313 and Part 11 of this Act, and
(ii) regulations that expressly exclude their application to those corporations.
(2) If there is a conflict or inconsistency between the provisions of this Act or a regulation made under this Act applicable to a special Act corporation referred to in subsection (1) and a provision of its Act of incorporation, the provision of its Act prevails.
(3) The Companies Act, 1973 will remain in force for the purpose of any references to that Act that are
(a) found in the Act of incorporation for a special Act corporation referred to in subsection (1), and
(b) applicable to that corporation.
7 Part 10 applies to the dissolution of a corporation incorporated by or under any other Act, unless that other Act contains express provision to the contrary.
Division 3 -- Distribution of Records
8 (1) A reference in a provision of this Act to mailing a record is a reference to
(a) mailing the record by ordinary mail or, if the provision expressly provides otherwise, mailing the record in the manner provided by the provision, or
(b) sending the record in accordance with any other manner prescribed for the purposes of this section.
(2) Unless this Act provides otherwise, a record mailed by ordinary mail under this Act in accordance with section 9 (2) is deemed to be received by the person to whom it was mailed,
(a) if the addressee is a company or an extraprovincial company, on the day, Saturdays and holidays excepted, following the date of mailing, and
(b) in any other case, on the later of the date referred to in paragraph (a) and the date, if any, provided for in the articles.
9 (1) Unless this Act provides otherwise, a record required or permitted by this Act, the regulations or the articles of a company to be sent by or to a person may be sent
(a) in the manner agreed to by the sender and the intended recipient,
(b) in the manner required by the applicable articles if
(i) paragraph (a) does not apply, and
(ii) the record is being sent by one of the following to any other of the following:
(A) the company;
(B) a director of the company;
(C) an officer of the company;
(D) a shareholder of the company;
(E) a beneficial owner of shares of the company, or
(c) if neither paragraph (a) nor paragraph (b) applies, by any one of the following methods:
(i) mail addressed to the applicable address referred to in subsection (2);
(ii) facsimile transmission;
(iii) delivery;
(iv) any other prescribed method.
(2) A record may be sent by mail under subsection (1) to the following address:
(a) if the record is sent to a company, to the mailing address of the company's registered office;
(b) if the record is sent to a shareholder, to the latest mailing address shown for the shareholder in the company's central securities register;
(c) if the record is sent to a director or officer, to the latest mailing address shown for the director or officer in either of the following:
(i) the records kept by the company;
(ii) the records filed with the registrar under section 12 or 150;
(d) if the record is sent to an extraprovincial company, to the mailing address of any of its attorneys or, 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 mailing address of its head office;
(e) in any other case, to the mailing address of that person.
(3) Despite any other provision of this Act, if, on 2 consecutive occasions, a company sends a record to one of its shareholders in accordance with subsection (1) or (2) and on each of those occasions the record is returned because the shareholder cannot be located, the company is not required to send any further records to the shareholder until the shareholder informs the company in writing of the shareholder's new address.
(4) Unless this Act, the regulations or the articles of a company provide otherwise, any person who has a right under this Act, the regulations or the articles to receive a record may, by sending a written notice to the person from whom the record is to be received,
(a) waive that right, or
(b) extend the time within which the record may be sent but no extension of time under this paragraph affects the right of the person providing the record to provide the record within the time specified by this Act, the regulations or the articles, as the case may be.
10 (1) Unless this Act provides otherwise, if the registrar is, by this Act, required or permitted to provide a record to a person, the registrar may provide that record
(a) by mailing the record,
(b) by complying with a request contemplated by subsection (3), or
(c) by any prescribed method.
(2) A record may be provided to a person by mail under subsection (1) to the following address:
(a) if the record is provided to a company, to the mailing address of the company's registered office;
(b) if the record is provided to an extraprovincial company, to the mailing address of any of its attorneys or, 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 mailing address of its head office;
(c) in any other case, to the most recent mailing address shown for that person in the corporate register.
(3) Despite subsections (1) and (2), if a written request is made to the registrar for a record to be mailed by ordinary mail to a specified person at a specified address or for a record to be made available for pickup by a specified person at the registrar's office, the registrar may provide the record by complying with that request.
11 (1) Without limiting any other enactment, a record may be served on a company
(a) unless the company's registered office has been eliminated under section 39, by leaving the record at the delivery address of, or by mailing it by registered mail addressed to the mailing address of, the registered office of the company,
(b) if the company's registered office has been eliminated under section 39, in the manner contemplated by section 39 (7), or
(c) in any case, by personally serving any director, senior officer, liquidator or receiver manager of the company.
(2) Without limiting any other enactment, a record may be served on an extraprovincial company
(a) by leaving the record at the delivery address of, or by mailing it by registered mail addressed to the mailing address of, the head office of the extraprovincial company if under the charter of the extraprovincial company that head office is in British Columbia, or
(b) by personally serving the record on any attorney for the extraprovincial company.
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