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.
Part 14 -- Transitional, Repeals and Commencement
441 In this Part, "reporting company" means a corporation, incorporated by or under an Act, that was or was deemed to be a reporting company immediately before the coming into force of this Act, but does not include
(a) a reporting issuer, or
(b) a corporation that the registrar orders is not a reporting company.
442 (1) A pre-existing company must, within 3 years after the coming into force of this Act,
(a) file with the registrar a notice of articles that complies with subsection (5), and
(b) alter its articles to comply with subsection (6).
(2) A pre-existing 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.
(3) A pre-existing company must not alter its articles under this section unless it does so in accordance with section 277.
(4) A pre-existing company may resolve to alter its articles for the purposes of subsection (1) (b) by an ordinary resolution or by a directors' resolution.
(5) A pre-existing company referred to in subsection (1) must ensure that the notice of articles that is filed with the registrar under this section
(a) complies with section 13 (a), (c) and (h) to (k),
(b) complies with section 13 (d) in relation to the office that is, at the date of the filing, the registered office of the company,
(c) complies with section 13 (e) in relation to the office that is, at the date of the filing, the records office of the company,
(d) sets out the name of the pre-existing company, and sets out, in the prescribed manner, any translation of that name that the pre-existing company intends to use outside of Canada,
(e) sets out whether the pre-existing company is a reporting company and, if so, whether the company has altered its articles in accordance with section 427, and
(f) contains 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 notice of articles, or
(ii) the information that is contained in the pre-existing company's memorandum and articles at the time of the filing if and to the extent that that information is not inconsistent with the information referred to in subparagraph (i).
(6) A pre-existing company referred to in subsection (1) 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 pre-existing company, and set out, in the prescribed manner, any translation of that name that the pre-existing company intends to use outside of Canada,
(c) include each provision
(i) that is contained in or is deemed by this Act or a former Companies Act to be contained in its memorandum at the time of the filing of the notice of articles under this section, 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 is contained in the pre-existing company's memorandum and articles at the time of the filing of the notice of articles under this section if and to the extent that that information is not inconsistent with the information referred to in subparagraph (i),
(e) if the pre-existing company is a reporting company that has not yet complied with section 427 (2) and (3), comply with section 427, and
(f) otherwise comply with this Act.
(7) Despite any information contained in the notice of articles filed with the registrar under this section, a pre-existing company referred to in subsection (1) that, under this section, files a notice of articles and alters its articles does not, by that filing and alteration, alter any of the information contained in the corporate register respecting its directors, except that the addresses of the directors may, by that filing, be altered to comply with the regulations.
(8) Nothing in subsection (7) prevents a pre-existing company referred to in that subsection from altering the information contained in the corporate register respecting its directors in the manner provided for in this Act.
(9) A pre-existing company referred to in subsection (1) 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 pre-existing company for the purpose of having them cancelled and replaced by one or more share certificates that comply with sections 56, 108 and 109.
(10) Despite any wording to the contrary in a security agreement or other record to which a pre-existing company is a party, the filing of a notice of articles under subsection (1) (a) and the alteration to the articles under subsection (1) (b) or (9) 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 (5) (f), and
(b) the articles as altered comply with subsection (6) (d).
(11) Nothing in subsection (5) or (6) prevents a pre-existing company from subsequently altering, in the manner provided by this Act, the provisions included in its notice of articles or articles under those subsections.
(12) No notice of articles filed with the registrar under this section is invalid merely because subsection (2) has not been complied with.
(13) At the time that a notice of articles for a pre-existing company is filed with the registrar under this section, the memorandum of the pre-existing company ceases to have any further force or effect and the registrar may subsequently provide to the pre-existing company any records
(a) that had been filed by or for the pre-existing company with the registrar, and
(b) that the registrar considers are appropriate to return to the pre-existing company.
(14) After a notice of articles for a pre-existing company is filed with the registrar under this section, the registrar must provide to the pre-existing company a certified copy of the filed notice of articles.
(15) A pre-existing company need not comply with section 13 or 14 other than in the manner contemplated by this section.
443 (1) For a specially limited company incorporated under a former Companies Act, the words "Non-Personal Liability" or the abbreviation "N.P.L." are, on the day on which this Act comes into force, struck out of the name of the company.
(2) If a company's name is changed under subsection (1),
(a) the registrar need not issue any record, including a change of name certificate, to any person, including the company, to record the change of name,
(b) the company must alter all of its records to reflect the change of name referred to in subsection (1) and the company may, despite any other provision of this Act, effect the alterations contemplated by this paragraph without the necessity of obtaining any authorizations or approvals from its shareholders or directors, and
(c) the company must ensure that all records issued by the company after the coming into force of this Act reflect the changed name of the company.
444 The registrar may provide to a pre-existing extraprovincial company any records
(a) that had been filed by or for that extraprovincial company with the registrar, and
(b) that the registrar considers are appropriate to return to the extraprovincial company.
445 The Company Act, R.S.B.C. 1996, c. 62, is repealed.
446 This Act comes into force by regulation of the Lieutenant Governor in Council.
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