2003 Legislative Session: 4th Session, 37th Parliament
FIRST READING
The following electronic version is for informational
purposes only.
The printed version remains the official version.
HONOURABLE GARY COLLINS
MINISTER OF FINANCE
Agricultural Land Commission Act
105 Section 12 of the Agricultural Land Commission Act, S.B.C. 2002, c. 36, is amended
(a) in subsection (3) by striking out "the Company Act and the Company Clauses Act do" and substituting "the Business Corporations Act does", and
(b) in subsection (4) by striking out "the Company Act" and substituting "the Business Corporations Act".
Architects Act
106 Section 26 (2) (a) and (3) (b) of the Architects Act, R.S.B.C. 1996, c. 17, is amended by striking out "the corporation is incorporated under the Company Act, or is registered under Part 10 of that Act," in both places and substituting "the corporation is a company or an extraprovincial company, within the meaning of the Business Corporations Act,".
Assessment Authority Act
107 Section 3 (5) of the Assessment Authority Act, R.S.B.C. 1996, c. 21, is amended by striking out "Company Act" and substituting "Business Corporations Act".
Association of Former M.L.A.s of British Columbia Act
108 Section 11 of the Association of Former M.L.A.s of British Columbia Act, S.B.C. 1998, c. 1, is amended
(a) in subsection (2) by striking out ", the Company Act and the Company Clauses Act" and substituting "and the Business Corporations Act", and
(b) in subsection (3) by striking out "the Company Act" and substituting "the Business Corporations Act".
British Columbia Buildings Corporation Act
109 Section 19 of the British Columbia Buildings Corporation Act, R.S.B.C. 1996, c. 33, is amended
(a) by repealing subsection (1) and substituting the following:
(1) Despite section 4 (1) of the Business Corporations Act, sections 31, 52, 53, 56, 59 (3), 144 and 145 of that Act apply to the corporation. , and
(b) in subsection (2) by striking out "the Company Act" and substituting "the Business Corporations Act".
British Columbia Enterprise Corporation Act
110 Section 2 (6) of the British Columbia Enterprise Corporation Act, R.S.B.C. 1996, c. 35, is amended by striking out "the Company Act," and substituting "the Business Corporations Act,".
111 Section 4 is amended
(a) in subsections (1) and (2) by striking out "the Company Act" and substituting "the Business Corporations Act", and
(b) in subsection (1) by adding ", notice of articles" after "memorandum" in both places.
British Columbia Transit Act
112 Section 2 (2) of the British Columbia Transit Act, R.S.B.C. 1996, c. 38, is amended by striking out "The Company Act" and substituting "The Business Corporations Act".
British Columbia Wine Act
113 Section 6 of the British Columbia Wine Act, R.S.B.C. 1996, c. 39, is amended by striking out "qualified to be the auditor of a reporting company under section 180 of the Company Act." and substituting "authorized to be the auditor of a company under section 205 of the Business Corporations Act."
Build BC Act
114 Section 26 of the Build BC Act, R.S.B.C. 1996, c. 40, is amended
(a) in subsection (1) by striking out "the Company Act and the Company Clauses Act do" and substituting "the Business Corporations Act does", and
(b) in subsection (2) by striking out "the Company Act" and substituting "the Business Corporations Act".
Building Officials' Association Act
115 Section 2 of the Building Officials' Association Act, S.B.C. 1997, c. 16, is amended
(a) in subsection (3) by striking out "Section 3 of the Company Act" and substituting "Section 4 of the Business Corporations Act", and
(b) in subsection (4) by striking out "the Company Act" and substituting "the Business Corporations Act".
Cemetery and Funeral Services Act
116 Section 1 (1) of the Cemetery and Funeral Services Act, R.S.B.C. 1996, c. 45, is amended by repealing the definition of "company" and substituting the following:
"company" has the same meaning as in the Business Corporations Act; .
Chiropractors Act
117 Section 12 (1) of the Chiropractors Act, R.S.B.C. 1996, c. 48, is amended by striking out "incorporated under the Company Act" and substituting "a company within the meaning of the Business Corporations Act".
Columbia Basin Trust Act
118 Section 16 of the Columbia Basin Trust Act, R.S.B.C. 1996, c. 53, is amended in the definition of "senior officer" by striking out "Company Act;" and substituting "Business Corporations Act;".
119 Section 29 is amended
(a) in subsection (1) by striking out "Company Act" in both places and substituting "Business Corporations Act",
(b) in subsection (2) by striking out "Sections 32, 101 and 128 of the Company Act" and substituting "Sections 31 and 194 (1) and (2) and Division 5 of Part 5 of the Business Corporations Act", and
(c) by repealing subsection (3).
120 Section 31 (4) is amended in the definition of "subsidiary" by striking
out "Company Act." and substituting "Business
Corporations Act."
Commercial Transport Act
121 Section 6 (6) (b) of the Commercial Transport Act, R.S.B.C. 1996, c. 58, is repealed and the following substituted:
(b) an extraprovincial company within the meaning of the Business Corporations Act, or .
Community Care and Assisted Living Act
122 Section 13 (3) of the Community Care and Assisted Living Act, S.B.C. 2002, c. 75, is repealed and the following substituted:
(3) In this section:
"associate" has the same meaning as in section 192 (1) of the Business Corporations Act;
"insider" has the same meaning as in section 192 (1) of the Business Corporations Act.
Community Financial Services Act
123 Section 1 of the Community Financial Services Act, R.S.B.C. 1996, c. 61, is amended
(a) by renumbering the section as section 1 (1),
(b) in subsection (1) by adding the following definition:
"Company Act" means, except in subsection (2) of this section, the Company Act, R.S.B.C. 1996, c. 62, as that Act is applied under subsection (2) of this section; , and
(c) by adding the following subsection:
(2) Despite the repeal of the Company Act, R.S.B.C. 1996, c. 62,
(a) a reference in this Act to the Company Act is deemed to be a reference to the Company Act, R.S.B.C. 1996, c. 62, and
(b) the provisions of the Company Act, R.S.B.C. 1996, c. 62, continue to apply, as though that Act had not been repealed, to and in respect of the corporation in the manner and to the extent provided by this Act.
124 Section 33 is amended by striking out "Company Act and the Company Clauses Act" and substituting "Company Act and the Business Corporations Act".
Community Services Interim Authorities Act
125 Section 14 of the Community Services Interim Authorities Act. S.B.C. 2002, c. 58, is amended
(a) in subsection (1) by striking out "the Company Act and the Company Clauses Act do" and substituting "the Business Corporations Act does", and
(b) in subsection (2) by striking out "Company Act" and substituting "Business Corporations Act".
Company Act
126 The Supplement to the Company Act, R.S.B.C. 1996, c. 62, is repealed.
Company Clauses Act
127 The Company Clauses Act, R.S.B.C. 1996, c. 63, is repealed.
128 The Supplement to the Company Clauses Act, R.S.B.C. 1996, c. 63, is repealed.
Constitution Act
129 Section 25 (b) (i) of the Constitution Act, R.S.B.C. 1996, c. 66, is amended by striking out "the Company Act," and substituting "the Business Corporations Act,".
Cooperative Association Act
130 Section 1 of the Cooperative Association Act, S.B.C. 1999, c. 28, is amended
(a) in subsection (1) by adding the following definition:
"Company Act" means, except in subsection (5) of this section, the Company Act, R.S.B.C. 1996, c. 62, as that Act is applied under subsection (5) of this section; , and
(b) by adding the following subsection:
(5) Despite the repeal of the Company Act, R.S.B.C. 1996, c. 62,
(a) a reference in this Act to the Company Act is deemed to be a reference to the Company Act, R.S.B.C. 1996, c. 62, and
(b) the provisions of the Company Act, R.S.B.C. 1996, c. 62, continue to apply, as though that Act had not been repealed, to and in respect of every association in the manner and to the extent provided by this Act.
131 Section 7 is amended by adding the following subsection:
(3) The Business Corporations Act does not apply to associations or extraprovincial associations.
132 Section 222 is repealed.
Corporation Capital Tax Act
133 Section 18 (3) (b) of the Corporation Capital Tax Act, R.S.B.C. 1996, c. 73, is amended by striking out "an extraprovincial company as defined in the Company Act," and substituting "a foreign entity, as defined in the Business Corporations Act, that carries on business in British Columbia,".
Credit Union Incorporation Act
134 Section 1 of the Credit Union Incorporation Act, R.S.B.C. 1996, c. 82, is amended
(a) in subsection (1) by adding the following definition:
"Company Act" means, except in subsection (4) of this section, the Company Act, R.S.B.C. 1996, c. 62, as that Act is applied under subsection (4) of this section; , and
(b) by adding the following subsection:
(4) Despite the repeal of the Company Act, R.S.B.C. 1996, c. 62,
(a) a reference in this Act to the Company Act is deemed to be a reference to the Company Act, R.S.B.C. 1996, c. 62, and
(b) the provisions of the Company Act, R.S.B.C. 1996, c. 62, continue to apply, as though that Act had not been repealed, to and in respect of every credit union in the manner and to the extent provided by this Act.
135 Section 2 is amended by striking out "does not apply" and substituting "and the Business Corporations Act do not apply".
Crown Franchise Act
136 Section 5 (d) of the Crown Franchise Act, R.S.B.C. 1996, c. 88, is amended by striking out "dissolved and wound up" and substituting "liquidated, dissolved or otherwise wound up".
Election Act
137 Section 179 (3) of the Election Act, R.S.B.C. 1996, c. 106, is amended by striking out "qualified to be the auditor of a reporting company under the Company Act." and substituting "authorized to be the auditor of a company under sections 205 and 206 of the Business Corporations Act."
Emergency Communications Corporations Act
138 Section 1 of the Emergency Communications Corporations Act, S.B.C. 1997, c. 47, is amended by repealing the definition of "emergency communications corporation" and substituting the following:
"emergency communications corporation" means a corporation that is
(a) a company within the meaning of the Business Corporations Act, and
(b) designated as an emergency communications corporation under section 2 of this Act; .
139 Section 5 is amended
(a) in subsection (1) by striking out "Sections 41, 45 and 237 of the Company Act" and substituting "Sections 66, 80, 81 and 154 (2) of the Business Corporations Act",
(b) in subsection (2) by striking out "section 117 (1) of the Company Act," and substituting "section 136 (1) of the Business Corporations Act,",
(c) by repealing subsection (3),
(d) in subsection (4) by striking out "the Company Act" and substituting "the Business Corporations Act",
(e) in subsection (5) by adding ", notice of articles" after "memorandum",
(f) in subsection (5) by striking out "the Company Act." and substituting "the Business Corporations Act.", and
(g) in subsection (6) by striking out "section 145 of the Company Act" and substituting "section 198 of the Business Corporations Act".
140 Section 13 is amended
(a) in subsection (1) by striking out "the Company Act," and substituting "the Business Corporations Act,", and
(b) by repealing subsection (2) and substituting the following;
(2) If there is a conflict between
(a) this Act or a regulation or order under this Act, and
(b) a provision of the memorandum, notice of articles or articles of an emergency communications corporation or a provision of a members' agreement for an emergency communications corporation,
the provision of the memorandum, notice of articles, articles or agreement is deemed to be amended to the extent necessary to comply with this Act or the regulation or order.
Employee Investment Act
141 Section 1 (1) of the Employee Investment Act, R.S.B.C. 1996, c. 112, is amended
(a) in paragraph (b) of the definition of "equity share" by striking out "dissolution or winding up," and substituting "its being liquidated, dissolved or otherwise wound up,", and
(b) in the definition of "major shareholder"by striking out "dissolution or winding up;" and substituting "its being liquidated, dissolved or otherwise wound up;".
142 Section 3 (a) is amended by striking out "is registered to carry on business in British Columbia under the Company Act," and substituting "is an extraprovincial company within the meaning of the Business Corporations Act,".
143 Section 4 (1) (d) (iv) is amended by striking out "the Company Act," and substituting "the Business Corporations Act,".
144 Section 9 is amended
(a) in paragraph (c) by striking out "section 16 (1) of the Company Act," and substituting "section 23 (1) of the Business Corporations Act,", and
(b) in paragraph (f) by striking out "authorized capital" and substituting "authorized share structure".
145 Section 25 is amended by striking out "Despite the Company Act, an employee venture capital corporation, subject to its memorandum and articles," and substituting "An employee venture capital corporation, subject to its memorandum, notice of articles or articles,".
146 Section 26 (5) (b) is repealed and the following substituted:
(b) the amount by which capital in respect of those shares is reduced under section 74 of the Business Corporations Act.
Escheat Act
147 Section 4 of the Escheat Act, R.S.B.C. 1996, c. 120, is amended
(a) in subsection (4), by striking out "by order of the court, the order" and substituting ", the revival",
(b) in subsection (4), by striking out "the terms of the order," and substituting "the terms of any court order,", and
(c) by repealing subsection (5) and substituting the following:
(5) If an application is made to the Supreme Court to revive a corporation after the expiry of the 2 year period referred to in subsection (4) or is made in respect of a corporation that has been revived after that period, the Supreme Court may, if notice of the application has been served on the government, order that land of the corporation that had escheated to the government under this section vest in the corporation.
Estate Administration Act
148 Section 96 (1) of the Estate Administration Act, R.S.B.C. 1996, c. 122, is amended
(a) by adding the following definition:
"charter" has the same meaning as in section 1 (1) of the Business Corporations Act; , and
(b) in paragraph (b) of the definition of "spousal home" by striking out "memorandum of association" and substituting "charter".
Family Maintenance Enforcement Act
149 Section 14.1 (1) of the Family Maintenance Enforcement Act, R.S.B.C. 1996, c. 127, is amended by striking out "the Company Act" and substituting "the Business Corporations Act".
150 Section 14.2 (1) is amended in the definition of "corporation"by striking out "the Company Act" and substituting "the Business Corporations Act".
Financial Disclosure Act
151 Section 5 (1) (c) of the Financial Disclosure Act, R.S.B.C. 1996, c. 139, is amended by striking out "section 1 (3) of the Company Act," and substituting "section 2 (2) of the Business Corporations Act,".
Financial Institutions Act
152 Section 1 of the Financial Institutions Act, R.S.B.C. 1996, c. 141, is amended
(a) in subsection (1) by adding the following definition:
"Company Act", except in section 245 (1) (j) (ii) of this Act and subsection (4) of this section, means the Company Act, R.S.B.C. 1996, c. 62, as that Act is applied under subsection (4) of this section; , and
(b) by adding the following subsection:
(4) Despite the repeal of the Company Act, R.S.B.C. 1996, c. 62,
(a) a reference in this Act to the Company Act is, except in section 245 (1) (j) (ii) of this Act, deemed to be a reference to the Company Act, R.S.B.C. 1996, c. 62, and is, in section 245 (1) (j) (ii) of this Act, deemed to include a reference to the Company Act, R.S.B.C. 1996, c. 62, and
(b) the provisions of the Company Act, R.S.B.C. 1996, c. 62, continue to apply, as though that Act had not been repealed, to and in respect of the deposit insurance corporation, and to every financial institution or extraprovincial corporation, in the manner and to the extent provided by this Act.
153 Section 2 is amended by striking out "does not apply" and substituting "and the Business Corporations Act do not apply".
154 Section 6 is amended by renumbering the section as section 6 (1) and by adding the following subsections:
(2) Part 10 of the Company Act applies to and in respect of an extraprovincial society, as defined in section 1 of the Society Act, that under section 191 of this Act is deemed to have a business authorization.
(3) Despite subsection (1) (h) and (i), if an extraprovincial corporation's charter is not in the English language, the registrar may waive any requirement in section 299 (2) or 338 (1) (c) of the Company Act that would otherwise apply to the extraprovincial company in respect of any record.
155 Section 245 (1) (j) (ii) is amended by adding "the Business Corporations Act," before "the Company Act,".
156 Section 273 is amended by adding the following subsection:
(3) The Business Corporations Act does not apply to or in respect of the deposit insurance corporation.
First Peoples' Heritage, Language and Culture Act
157 Section 13 of the First Peoples' Heritage, Language and Culture Act, R.S.B.C. 1996, c. 147, is amended
(a) in subsection (1) by striking out "the Company Act and the Company Clauses Act do" and substituting "the Business Corporations Act does", and
(b) in subsection (2) by striking out "the Company Act" and substituting "the Business Corporations Act".
Forensic Psychiatry Act
158 Section 8 of the Forensic Psychiatry Act, R.S.B.C. 1996, c. 156, is amended by striking out "Company Act" in both places and substituting "Business Corporations Act".
Forest Act
159 Section 140 (1) (b) of the Forest Act, R.S.B.C. 1996, c. 157, is amended
(a) by repealing subparagraph (i) (C) and substituting the following:
(C) if the corporation is an extraprovincial company within the meaning of the Business Corporations Act, the corporation's attorney, if any, within the meaning of that Act, ,
(b) in subparagraph (ii) by striking out "incorporated under the Company Act," and substituting "a company within the meaning of the Business Corporations Act or, if that office has been eliminated under section 40 of the Business Corporations Act, the address ordered by the court under section 40 (4) (b) of that Act,", and
(c) by repealing subparagraph (iii) (A) and (B) and substituting the following:
(A) the registered office of the corporation or, if that office has been eliminated under section 40 of the Business Corporations Act, the address ordered by the court under section 40 (4) (b) of that Act,
(B) if the corporation is an extraprovincial company within the meaning of the Business Corporations Act, the corporation's attorney, if any, within the meaning of that Act, or .
160 Section 164 (2) (a) is amended by striking out "the Company Act," and substituting "the Business Corporations Act,".
Forest and Range Practices Act
161 Section 110 (1) (b) of the Forest and Range Practices Act, S.B.C. 2002, c. 69, is amended
(a) by repealing subparagraph (i) (C) and substituting the following:
(C) if the corporation is an extraprovincial company within the meaning of the Business Corporations Act, the corporation's attorney, if any, within the meaning of that Act, ,
(b) in subparagraph (ii) by striking out "incorporated under the Company Act," and substituting "a company within the meaning of the Business Corporations Act or, if that office has been eliminated under section 40 of the Business Corporations Act, the address ordered by the court under section 40 (4) (b) of that Act,", and
(c) by repealing subparagraph (iii) (A) and (B) and substituting the following:
(A) the registered office of the corporation or, if that office has been eliminated under section 40 of the Business Corporations Act, the address ordered by the court under section 40 (4) (b) of that Act,
(B) if the corporation is an extraprovincial company within the meaning of the Business Corporations Act, the corporation's attorney, if any, within the meaning of that Act, or .
Forest Practices Code of British Columbia Act
162 Section 164 (1) (b) of the Forest Practices Code of British Columbia Act, R.S.B.C. 1996, c. 159, is amended
(a) by repealing subparagraph (i) (C) and substituting the following:
(C) if the corporation is an extraprovincial company within the meaning of the Business Corporations Act, the corporation's attorney, if any, within the meaning of that Act, ,
(b) in subparagraph (ii) by striking out "incorporated under the Company Act," and substituting "a company within the meaning of the Business Corporations Act or, if that office has been eliminated under section 40 of the Business Corporations Act, the address ordered by the court under section 40 (4) (b) of that Act,", and
(c) by repealing subparagraph (iii) (A) and (B) and substituting the following:
(A) the registered office of the corporation or, if that office has been eliminated under section 40 of the Business Corporations Act, the address ordered by the court under section 40 (4) (b) of that Act,
(B) if the corporation is an extraprovincial company within the meaning of the Business Corporations Act, the corporation's attorney, if any, within the meaning of the Business Corporations Act, or .
Gaming Control Act
163 Section 1 (2) of the Gaming Control Act, S.B.C. 2002, c. 14, is amended by striking out "Company Act." and substituting "Business Corporations Act."
164 Section 2 (4) is amended by striking out "Company Act" in both places and substituting "Business Corporations Act".
165 Section 59 is amended by striking out "unless it is incorporated or continued under the Company Act, the Society Act or another enactment or is an extraprovincial company as defined in the Company Act and is registered under that Act." and substituting "unless it is a company, or an extraprovincial company, within the meaning of the Business Corporations Act, or unless it is incorporated or continued under the Society Act or another enactment."
166 Section 83 (2) (d) is amended by striking out "the Company Act," and substituting "the Business Corporations Act,".
Greater Vancouver Transportation Authority Act
167 Section 2 (2) of the Greater Vancouver Transportation Authority Act, S.B.C. 1998, c. 30, is amended by striking out "The Company Act" and substituting "The Business Corporations Act".
168 Section 9 (3) (g) is amended by striking out "the Company Act," and substituting "the Business Corporations Act,".
169 Section 46 (2) (a) and (3) is amended by striking out "provision of the Company Act" and substituting "provision of the Business Corporations Act".
170 Section 46 (2) (a) is amended by striking out "the Company Act," and substituting "the Business Corporations Act,".
Health Authorities Act
171 Section 10 (4) of the Health Authorities Act, R.S.B.C. 1996, c. 180, is amended by striking out "qualified to be the auditor of a reporting company under the Company Act," and substituting "authorized to be the auditor of a company under sections 205 and 206 of the Business Corporations Act,".
172 Section 16 (4) (a) is amended by striking out "the Company Act," in both places and substituting "the Business Corporations Act,".
173 Section 19 is amended
(a) in subsection (1) by striking out "the Company Act and the Company Clauses Act do" and substituting "the Business Corporations Act does", and
(b) in subsection (2) by striking out "the Company Act" and substituting "the Business Corporations Act".
Health Professions Act
174 Section 15 (4) of the Health Professions Act, R.S.B.C. 1996, c. 183, is amended by striking out "The Company Act" and substituting "The Business Corporations Act".
175 Section 43 (1) (a) is amended by striking out "incorporated under the Company Act" and substituting "a company within the meaning of the Business Corporations Act".
176 Section 44 (4) is amended by striking out "section 18 (6) of the Company Act." and substituting "section 29 (5) of the Business Corporations Act."
Homeowner Protection Act
177 Section 3 (8) of the Homeowner Protection Act, S.B.C. 1998, c. 31, is amended by striking out "The Company Act" and substituting "The Business Corporations Act".
Hospital Act
178 Section 52 (4) of the Hospital Act, R.S.B.C. 1996, c. 200, is amended by striking out "the Company Act," and substituting "the Business Corporations Act,".
Hydro and Power Authority Act
179 Section 32 (7) (c) of the Hydro and Power Authority Act, R.S.B.C. 1996, c. 212, is repealed and the following substituted:
(c) Division 5 of Part 5 of the Business Corporations Act; .
Hydro and Power Authority Privatization Act
180 Section 1 of the Hydro and Power Authority Privatization Act, R.S.B.C. 1996, c. 213, is amended by renumbering the section as section 1 (1) and by adding the following subsections:
(2) If a special company to which this Act applies is a company within the meaning of the Business Corporations Act, the following references in this Act, as those references apply to that company, include the following:
(a) a reference to a subscriber or to a subscriber of the memorandum includes a reference to an incorporator;
(b) a reference to a member includes a reference to a shareholder;
(c) a reference to a register of members or a branch register of members includes a reference to a central securities register or a branch securities register respectively.
(3) For the purposes of subsection (2), "branch securities register", "central securities register", "incorporator" and "shareholder" have the same meanings as in the Business Corporations Act.
181 Section 3 (2) (a) is amended by striking out "incorporated under the Company Act," and substituting "within the meaning of the Business Corporations Act,".
182 Section 18 is amended
(a) in subsection (1) (a) and (b) by striking out "the Company Act," and substituting "the Business Corporations Act,", and
(b) in subsection (2) by striking out "The subscribers of the memorandum of a company incorporated under subsection (1) (a) are deemed to be holders of the subscriber shares," and substituting "The incorporators of a company incorporated under subsection (1) (a) are deemed to be holders of their shares".
183 Section 19 (3) (d) is amended by striking out "the Company Act," and substituting "the Business Corporations Act,".
184 Section 23 is amended, in the definition of "charter"by striking out "memorandum and articles" and substituting "articles and memorandum or notice of articles".
185 Section 24 (1) (b) (i), (c) (i) and (d) (i) and (2) is amended by striking out "the Company Act" and substituting "the Business Corporations Act".
186 Section 24 (1) (d) (i) is amended by striking out "section 252 (1)" and substituting "Division 5 of Part 9".
187 Section 25 (2) is amended by striking out "a natural person under the Company Act" and substituting "an individual of full capacity under the Business Corporations Act".
188 Section 27 (1) is amended
(a) by striking out "Despite the Company Act" and substituting "Despite the Business Corporations Act",
(b) by repealing paragraph (e) and substituting the following:
(e) enter into an arrangement under Division 5 of Part 9 of the Business Corporations Act; , and
(c) in paragraph (f) by striking out "dissolved or wound up" and substituting "liquidated, dissolved or otherwise wound up".
189 Sections 28 (3) (b) and 29 (3) (b) are amended by striking out "the Company Act," and substituting "the Business Corporations Act,".
190 Sections 28 (3) (c) and 29 (3) (c) are amended by striking out "section 252 (1) of the Company Act," and substituting "Division 5 of Part 9 of the Business Corporations Act,".
191 Section 34 (1) is amended by striking out "the Company Act." and substituting "the Business Corporations Act."
192 Section 37 (5) is amended by striking out "section 236 (1) of the Company Act," and substituting "section 79 (1) of the Business Corporations Act,".
193 Section 39 (3) is amended by striking out "the Company Act," and substituting "the Business Corporations Act,".
194 Section 40 is amended
(a) in paragraph (a) by striking out "the Company Act" and substituting "the Business Corporations Act", and
(b) in paragraph (c) by adding "or notice of articles" after "memorandum".
Independent School Act
195 Section 1 (1) of the Independent School Act, R.S.B.C. 1996, c. 216, is amended in the definition of "authority" by repealing paragraph (b) and substituting the following:
(b) a company within the meaning of the Business Corporations Act or a corporation incorporated under a private Act, or .
Innovation and Science Council Act
196 Section 16 (4) of the Innovation and Science Council Act, R.S.B.C. 1996, c. 415, is amended by striking out "an auditor described by section 180 of the Company Act." and substituting "a person authorized to be an auditor of a company under section 205 of the Business Corporations Act."
Institute of Technology Act
197 Section 2 (2) of the Institute of Technology Act, R.S.B.C. 1996, c. 225, is amended by striking out "The Company Act" and substituting "The Business Corporations Act".
Insurance (Captive Company) Act
198 Section 1 of the Insurance (Captive Company) Act, R.S.B.C. 1996, c. 227, is amended
(a) by repealing the definition of "affiliated corporation" and substituting the following:
"affiliated corporation" has the same meaning as "affiliate" in section 1 (1) of the Business Corporations Act; , and
(b) in the definitions of "association captive insurance company", "pure captive insurance company" and "sophisticated insured captive insurance company"by striking out "incorporated under the Company Act" and substituting ", within the meaning of the Business Corporations Act, that was incorporated".
199 Section 3 (5) is amended by striking out "Sections 36 to 38 of the Company Act" and substituting "Divisions 4 and 8 of Part 9 of the Business Corporations Act".
200 Section 7 (c) is amended by adding ", notice of articles" after "memorandum".
201 Section 12 (1) (a) is amended by striking out "the Company Act," and substituting "the Business Corporations Act,".
202 Section 13 (2) (k) is amended by adding the following subparagraph:
(iii.1) the Business Corporations Act, .
Insurance Corporation Act
203 Section 40 of the Insurance Corporation Act, R.S.B.C. 1996, c. 228, is amended
(a) in subsection (1) by striking out "the Company Act" and substituting "the Business Corporations Act", and
(b) in subsection (2) by striking out "the Company Act," and substituting "the Business Corporations Act,".
Insurance (Motor Vehicle) Act
204 Section 7 (2) (b) of the Insurance (Motor Vehicle) Act, R.S.B.C. 1996, c. 231, is repealed and the following substituted:
(b) if a corporation, is a company or an extraprovincial company as those terms are defined in the Business Corporations Act, and .
International Financial Business Act
205 Section 1 (1) of the International Financial Business Act, R.S.B.C. 1996, c. 234, is amended
(a) by repealing the definition of "associate" and substituting the following:
"associate", if used to indicate a relationship with a person, means
(a) a corporation of which that person beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to all shares of the corporation for the time being outstanding carrying voting rights that are at that time capable of being exercised,
(b) a partner of that person,
(c) a trust or estate in which that person has a substantial beneficial interest or for which that person serves as trustee or in a similar capacity,
(d) a spouse, son or daughter of that person, or
(e) a relative of that person or of that person's spouse, other than a relative referred to in paragraph (d), who has the same home as that person; , and
(b) in paragraph (b) of the definition of "auditor"by striking out "established under section 181 of the Company Act;" and substituting "continued under section 221 of the Business Corporations Act;".
206 Section 2 is amended
(a) by renumbering the section as section 2 (1),
(b) in subsection (1) by striking out "Sections 37, 109 (1) and 179 of the Company Act" and substituting "Divisions 4 and 8 of Part 9 and section 203 (2) and (3) of the Business Corporations Act", and
(c) by adding the following subsection:
(2) One director of every licensed corporation must be ordinarily resident in British Columbia.
207 Section 3 (1) (a) is repealed and the following substituted:
(a) it is a company within the meaning of the Business Corporations Act, .
208 Section 10 (1) (c) is amended by adding "the Business Corporations Act," after "the Company Act,".
209 Section 11 (5) is amended by striking out "Sections 98 and 99 of the Company Act" and substituting "Sections 105 and 106 of the Business Corporations Act".
210 Section 18 is amended by striking out "section 204 (1) of the Company Act." and substituting "section 9 (1) of the Business Corporations Act."
211 Section 20 (2) (h) (iii) is repealed and the following substituted:
(iii) altering its articles, .
Interpretation Act
212 Section 29 of the Interpretation Act, R.S.B.C. 1996, c. 238, is amended in the definition of "Registrar of Companies" by striking out "the Company Act;" and substituting "the Business Corporations Act;".
Islands Trust Act
213Sections 12 (2) and (3), 25 (2) and (3) and 42 (2) and (3) of the Islands Trust Act, R.S.B.C. 1996, c. 239, are amended by striking out "the Company Act" and substituting "the Business Corporations Act".
Land Surveyors Act
214 Section 51 (1) of the Land Surveyors Act, R.S.B.C. 1996, c. 248, is amended by striking out "that is incorporated under the Company Act and" and substituting "within the meaning of the Business Corporations Act that".
Land Tax Deferment Act
215 Section 5 (3) (f) of the Land Tax Deferment Act, R.S.B.C. 1996, c. 249, is amended by striking out "the Company Act" and substituting "the Business Corporations Act".
Land Title Act
216 Section 165 (4) (b) of the Land Title Act, R.S.B.C. 1996, c. 250, is amended by adding ", notice of articles" after "memorandum,".
217 Section 202 is repealed.
Legal Profession Act
218 Section 1 (1) of the Legal Profession Act, S.B.C. 1998, c. 9, is amended in paragraph (b) (i) of the definition of "practice of law" by striking out "or articles under the Company Act," and substituting ", notice of articles or articles under the Business Corporations Act,".
219 Section 82 (1) is amended by striking out "Company Act, and that is in good standing under that Act or that is registered under Part 10 of the Company Act," and substituting "Business Corporations Act, and that is in good standing under that Act or that is an extraprovincial company as defined in that Act,".
Legal Services Society Act
220 Section 3 (1) and (2) of the Legal Services Society Act, R.S.B.C. 2002, c. 30, is amended by striking out "Company Act" and substituting "Business Corporations Act".
Liquor Control and Licensing Act
221 Section 76 (1) of the Liquor Control and Licensing Act, R.S.B.C. 1996, c. 267, is amended by striking out "Company Act." and substituting "Business Corporations Act."
Livestock Act
222 Section 4 (4) of the Livestock Act, R.S.B.C. 1996, c. 270, is amended by striking out "Company Act" in both places and substituting "Business Corporations Act".
Local Government Act
223 Section 331 (2) (b) of the Local Government Act, R.S.B.C. 1996, c. 323, is amended by striking out "established under section 181 of the Company Act." and substituting "continued under section 221 of the Business Corporations Act."
Members' Conflict of Interest Act
224 Section 16 (4) of the Members' Conflict of Interest Act, R.S.B.C. 1996, c. 287, is amended by striking out "section 1 (2) to (6) of the Company Act." and substituting "section 2 (1) to (4) of the Business Corporations Act."
Mineral Tenure Act
225 Section 8 (1) (a) of the Mineral Tenure Act, R.S.B.C. 1996, c. 292, is repealed and the following substituted:
(a) a company or an extraprovincial company as those terms are defined in the Business Corporations Act, .
Ministry of Transportation and Highways Act
226 Section 6 (e) (i) of the Ministry of Transportation and Highways Act, R.S.B.C. 1996, c. 311, is amended by striking out "Company Act," and substituting "Business Corporations Act,".
227 Section 37 is amended
(a) in subsection (1) by striking out "Company Act" and substituting "Business Corporations Act", and
(b) in subsection (2) by striking out "Company Act," and substituting "Business Corporations Act,".
228 Section 39 (1) is amended
(a) by striking out "the Company Act," and substituting "the Business Corporations Act,",
(b) by repealing paragraph (a) and substituting the following:
(a) the minister must determine the corporation's authorized share structure, as that term is defined in the Business Corporations Act, and the par value of its shares, if any; , and
(c) in paragraph (c) by striking out "the Company Act" and substituting "the Business Corporations Act".
229 Section 41 (4) is amended by striking out "Company Act" and substituting "Business Corporations Act".
Miscellaneous Statutes Amendment Act (No. 2), 2002
230 Section 40 of the Miscellaneous Statutes Amendment Act (No. 2), 2002, S.B.C. 2002, c. 48, is amended insofar as it enacts section 10.1 (2) of the Liquor Distribution Act by striking out "the Company Act." and substituting "the Business Corporations Act."
Motor Vehicle Act
231 Section 4 (2) (b) of the Motor Vehicle Act, R.S.B.C. 1996, c. 318, is repealed and the following substituted:
(b) an extraprovincial company within the meaning of the Business Corporations Act, or .
232 Section 19 is amended by striking out "company that is a registered owner has been dissolved, struck off the register or ceased to be registered under the Company Act," and substituting "company, within the meaning of the Business Corporations Act, that is a registered owner has been dissolved or has otherwise ceased to be a company, or that an extraprovincial company, within the meaning of the Business Corporations Act, that is a registered owner has had its registration cancelled under Part 11 or 12 of that Act,".
Mountain Resort Associations Act
233 Section 6 of the Mountain Resort Associations Act, R.S.B.C. 1996, c. 320, is amended
(a) in subsections (1) and (3) by striking out "Company Act" and substituting "Business Corporations Act", and
(b) in subsection (4) by striking out "or a reporting company under the Company Act in respect of those provisions" and substituting "in respect of those provisions of that Act".
Municipal Finance Authority Act
234 Section 28 (2) of the Municipal Finance Authority Act, R.S.B.C. 1996, c. 325, is amended by striking out "Company Act" and substituting "Business Corporations Act".
Notaries Act
235 Section 58 (1) of the Notaries Act, R.S.B.C. 1996, c. 334, is amended by striking out "a corporation that is incorporated under the Company Act and" and substituting "a company within the meaning of the Business Corporations Act that".
Okanagan Valley Tree Fruit Authority Act
236 Section 15 of the Okanagan Valley Tree Fruit Authority Act, R.S.B.C. 1996, c. 339, is amended
(a) in subsection (1) by striking out "the Company Act and the Company Clauses Act do" and substituting "the Business Corporations Act does", and
(b) in subsection (2) by striking out "the Company Act" and substituting "the Business Corporations Act".
Open Learning Agency Act
237 Sections 2 (3) and 18 (2) (e) of the Open Learning Agency Act, R.S.B.C. 1996, c. 341, are amended by striking out "Company Act" and substituting "Business Corporations Act".
238 Section 15 (b) is repealed and the following substituted:
(b) authorized to be the auditor of a company under sections 205 and 206 of the Business Corporations Act.
Optometrists Act
239 Section 13 (1) of the Optometrists Act, R.S.B.C. 1996, c. 342, is amended by striking out "a corporation that is incorporated under the Company Act and" and substituting "a company within the meaning of the Business Corporations Act that".
Partnership Act
240 Section 1 of the Partnership Act, R.S.B.C. 1996, c. 348, is amended in the definition of "registrar" by striking out "the Company Act;" and substituting "the Business Corporations Act;".
Pension Benefits Standards Act
241 Section 1 (1) of the Pension Benefits Standards Act, R.S.B.C. 1996, c. 352, is amended in the definition of "multi-employer plan"by striking out "the Company Act;" and substituting "the Business Corporations Act;".
Pension Fund Societies Act
242 Section 1 of the Pension Fund Societies Act, R.S.B.C. 1996, c. 354, is amended in the definition of "subsidiary company" by striking out "a corporation created in British Columbia by or under an Act, and includes an extraprovincial company, as defined in the Company Act," and substituting "a company within the meaning of the Business Corporations Act and any other corporation created in British Columbia by or under an Act, and includes a foreign entity, as defined in the Business Corporations Act,".
Personal Property Security Act
243 Section 64 (2) (e) of the Personal Property Security Act, R.S.B.C. 1996, c. 359, is repealed and the following substituted:
(e) a person who is or who, within the preceding 2 years, was,
(i) if the debtor is a corporation, an insider, within the meaning of the Securities Act or section 192 of the Business Corporations Act, of the corporation,
(ii) if the debtor is a corporation that has an affiliate, within the meaning of the Business Corporations Act, that is a corporation,
(A) an insider, within the meaning of the Securities Act or section 192 of the Business Corporations Act, of that affiliate, or
(B) an auditor of that affiliate, or
(iii) an auditor of the debtor, .
Pharmacists, Pharmacy Operations and Drug Scheduling Act
244 Section 25 (2) of the Pharmacists, Pharmacy Operations and Drug Scheduling Act, R.S.B.C. 1996, c. 363, is amended
(a) in paragraph (b) by striking out "incorporated under the Company Act" and substituting "that is a company within the meaning of the Business Corporations Act and", and
(b) in paragraph (c) by striking out "incorporated under the Company Act" and substituting "a company within the meaning of the Business Corporations Act".
Podiatrists Act
245 Section 13 (1) of the Podiatrists Act, R.S.B.C. 1996, c. 366, is amended by striking out "a corporation that is incorporated under the Company Act and" and substituting "a company within the meaning of the Business Corporations Act that".
Private Investigators and Security Agencies Act
246 Section 6 (a) of the Private Investigators and Security Agencies Act, R.S.B.C. 1996, c. 374, is amended by striking out "the Company Act," and substituting "the Business Corporations Act,".
Private Post-Secondary Education Act
247 Section 24 (b) of the Private Post-Secondary Education Act, R.S.B.C. 1996, c. 375, is amended by striking out "qualified under section 180 of the Company Act," and substituting "authorized to be an auditor of a company under section 205 of the Business Corporations Act,".
Property Transfer Tax Act
248 Section 14 (4) (u) (i) of the Property Transfer Tax Act, R.S.B.C. 1996, c. 378, is amended by striking out "sections 247 to 251 of the Company Act," and substituting "Division 3 of Part 9 of the Business Corporations Act,".
Public Sector Pension Plans Act
249 Section 5 (7) of the Public Sector Pension Plans Act, S.B.C. 1999, c. 44, is amended
(a) by striking out "Company Act and the Company Clauses Act do" and substituting "Business Corporations Act does", and
(b) by striking out "the Company Act apply" and substituting "the Business Corporations Act apply".
250 Section 9 (1) (c) is amended by striking out "qualified to be an auditor of a reporting company under the Company Act;" and substituting "authorized to be an auditor of a company under sections 205 and 206 of the Business Corporations Act;".
251 Section 16 (7) is amended
(a) by striking out "The Company Act, the Company Clauses Act" and substituting "The Business Corporations Act", and
(b) by striking out "the Company Act and" and substituting "the Business Corporations Act and".
252 Section 20 (1) (c) is amended by striking out "qualified to be an auditor of a reporting company under the Company Act;" and substituting "authorized to be an auditor of a company under sections 205 and 206 of the Business Corporations Act;".
Railway Act
253 Section 5 of the Railway Act, R.S.B.C. 1996, c. 395, is amended by striking out "122, 134,".
254 Section 8 is amended
(a) in subsection (1) by striking out "deposited and registered" and substituting "filed",
(b) by repealing subsection (2) and substituting the following:
(2) There must be paid to the registrar, for the incorporation of a company under this Act, the fee set out for the incorporation of a company under the Business Corporations Act and payment of the applicable fee is a condition precedent to the Registrar of Companies filing the memorandum of association. , and
(c) in subsection (3) by striking out "the Company Act" and substituting "the Business Corporations Act".
Range Act
255 Section 20 (1) of the Range Act, R.S.B.C. 1996, c. 396, is amended in the definition of "affiliate"by striking out "the Company Act;" and substituting "the Business Corporations Act;".
256 Section 46 (1) (b) is amended
(a) by repealing subparagraph (i) (C) and substituting the following:
(C) if the corporation is an extraprovincial company within the meaning of the Business Corporations Act, the corporation's attorney, if any, within the meaning of that Act, ,
(b) in subparagraph (ii) by striking out "incorporated under the Company Act," and substituting "a company within the meaning of the Business Corporations Act or, if that office has been eliminated under section 40 of the Business Corporations Act, the address ordered by the court under section 40 (4) (b) of that Act,", and
(c) by repealing subparagraph (iii) (A) and (B) and substituting the following:
(A) the registered office of the corporation or, if that office has been eliminated under section 40 of the Business Corporations Act, the address ordered by the court under section 40 (4) (b) of that Act,
(B) if the corporation is an extraprovincial company within the meaning of the Business Corporations Act, the corporation's attorney, if any, within the meaning of that Act, or .
Real Estate Act
257 Section 1 of the Real Estate Act, R.S.B.C. 1996, c. 397, is amended in the definition of "cooperative corporation" by striking out "the Company Act" and substituting "the Business Corporations Act".
Resort Municipality of Whistler Act
258 Section 16 of the Resort Municipality of Whistler Act, R.S.B.C. 1996, c. 407, is amended
(a) in subsections (1) and (2) by striking out "Company Act" and substituting "Business Corporations Act", and
(b) in subsection (3) by adding "of the Society Act" after "provisions".
School Act
259 Section 55 of the School Act, R.S.B.C. 1996, c. 412, is amended in the definition of "senior officer"by striking out "the Company Act;" and substituting "the Business Corporations Act;".
260 Section 95.1 (1) is amended
(a) in the definition of "director"by striking out "the Company Act;" and substituting "the Business Corporations Act;",
(b) by adding the following definitions:
"incorporation bylaw" means a bylaw referred to in section 95.2 (1) (a);
"notice of articles" means the record described in section 95.2 (3);
"registrar" has the same meaning as in the Business Corporations Act. , and
(c) by repealing the definition of "memorandum" and substituting the following:
"memorandum" means, for a company that was incorporated before the date of the coming into force of section 260 of the Business Corporations Amendment Act, 2003 and that has not complied with section 436 (1) (a) and (b) of the Business Corporations Act, the record that constituted the company's memorandum under the Company Act, R.S.B.C. 1996, c. 62, immediately before that date; .
261 Section 95.11 is amended
(a) in subsection (1) by striking out 'the Company Act, except the definitions of "company", "member" and "memorandum"' and substituting 'the Business Corporations Act, except the definitions of "company", "incorporation agreement", "memorandum", "shareholder" and "special Act corporation"',
(b) in subsection (2) by striking out "the Company Act" wherever it appears and substituting "the Business Corporations Act", and
(c) by repealing subsection (2) (d), (e) and (f) and substituting the following:
(d) to "incorporation agreement" must be read as a reference to "incorporation bylaw", as defined in section 95.1 (1),
(e) to "memorandum" must be read as a reference to "memorandum", as defined in section 95.1 (1),
(f) to "minister" must be read as a reference to the minister who is responsible for the administration of this Act,
(g) to "notice of articles" must be read as a reference to "notice of articles", as defined in section 95.1 (1),
(h) to "shareholder" must be read as a reference to "member", as defined in section 95.1 (1), and
(i) to "special Act corporation" must be read as a reference to "company", as defined in section 95.1 (1).
262 Section 95.12 is amended by striking out "the Company Act" and substituting "the Business Corporations Act".
263 Sections 95.2 and 95.21 are repealed and the following substituted:
95.2 (1) A board may form a company by
(a) adopting, by bylaw,
(i) a notice of articles that complies with subsection (3), and
(ii) articles that comply with subsection (4),
(b) filing with the registrar an incorporation application that complies with subsection (2), and
(c) complying with this Division.
(2) The incorporation application filed under subsection (1) (b) must
(a) comply with section 10 (3) of the Business Corporations Act, and
(b) set out, as the incorporator, the board incorporating the company.
(3) The notice of articles contained in the incorporation application must
(a) set out the name of the company in accordance with section 95.24 of this Act,
(b) set out the authorized share structure of the company in accordance with section 95.25,
(c) set out the following for each of the individuals who are to be the first directors:
(i) the full name of the individual;
(ii) the residential address of the individual, and
(d) comply with section 11 (a), (d), (e) and (f), of the Business Corporations Act.
(4) The articles must
(a) set out every restriction, if any,
(i) on the business that may be carried on by the company, and
(ii) on the powers that the company may exercise,
except those restrictions set out in this Part, and
(b) comply with section 12 (1) and (2) (c) of the Business Corporations Act.
95.21 The articles of a company must
(a) have a signature line with the full name of the board proposing to form the company set out legibly under the signature line, and
(b) be signed on the applicable signature line by the secretary treasurer of that board.
264 Section 95.22 is amended by striking out "a company with the name contained in the memorandum," and substituting "a company incorporated under this Act with the name contained in the notice of articles,".
265 Section 95.23 is repealed and the following substituted:
95.23 Sections 12 (4) and (5), 13, 14, 15, 18, 19 and 420 of the Business Corporations Act apply for the purposes of this Part.
95.231 A company must not carry on business without a member but, if at any time it carries on business without a member for more than 6 months, every director and officer of the company during the time that it so carries on business is jointly and severally liable for the payment of all the debts of the company contracted during that time.
266 Section 95.24 is amended by adding the following subsection:
(3) Subject to section 95.81, a person must not use in British Columbia any name of which "School District" or "Francophone Education Authority" or any abbreviation of them, is part unless the name is in the form required by this section 95.24 and is used by a company the share of which is owned by the board or Francophone Education Authority indicated by the name.
267 Section 95.25 is amended by striking out "authorized capital" and substituting "authorized share structure".
268 Section 95.27 is repealed and the following substituted:
95.27 (1) Sections 30 to 33, 228 (2) and (3) and 421 of the Business Corporations Act apply for the purposes of this Part.
(2) For the purposes of subsection (1) of this section, a reference in section 228 (2) or (3) of the Business Corporations Act as it applies for the purposes of this Part to a complainant in relation to a company is deemed to mean a director, an officer, a shareholder, an employee, an agent, an auditor, a trustee, a receiver, a receiver manager or a liquidator of the company.
269 Section 95.29 is repealed and the following substituted:
95.29 Sections 34 to 38 of the Business Corporations Act apply for the purposes of this Part.
270 Section 95.32 is repealed and the following substituted:
95.32 Sections 57, 87 (1), 107, 109 and 110 of the Business Corporations Act apply for the purposes of this Part.
271 Section 95.34 is repealed and the following substituted:
95.34 Divisions 8 to 10 of Part 3 of the Business Corporations Act apply for the purposes of this Part.
272 Section 95.41 is repealed and the following substituted:
95.41 Sections 24 and 27 and Part 5, other than sections 120, 147 (4), 149 (3) and 195 (2) and (4), of the Business Corporations Act, apply for the purposes of this Part.
95.411 (1) The majority of the directors of every company must be persons ordinarily resident in Canada.
(2) One director of every company must be ordinarily resident in British Columbia.
95.412 A company must not give financial assistance to a person, directly or indirectly, by way of loan, guarantee, the provision of security, or otherwise, unless there are reasonable grounds for believing that, or the directors are of the opinion that, the giving of the financial assistance is in the best interests of the company.
95.413 (1) Without limiting section 95.412, a company must not give financial assistance to a person, directly or indirectly, by way of loan, guarantee, the provision of security, or otherwise, if
(a) at the time of the giving of financial assistance the company is insolvent, or
(b) in the case of a loan, the giving of the loan would render the company insolvent.
(2) The court, on the application of a director of a company, may declare that, in view of all the circumstances, the company is insolvent, or that the proposed giving of financial assistance would render the company insolvent.
95.414 Despite a contract to which a company is a party being made in contravention of section 95.412 or 95.413, a good faith lender for value without notice, or the company, may enforce the contract.
273 Section 95.5 is amended
(a) in subsections (1) and (2) by striking out "section 163 (1) of the Company Act," and substituting "section 42 of the Business Corporations Act,", and
(b) in subsection (2) by striking out "section 163 (1) (l), (q) and (r) of the Company Act." and substituting "section 42 (1) (l) and (m) of the Business Corporations Act."
274 Section 95.52 is repealed and the following substituted:
95.52 (1) Sections 42, other than sections 42 (1) (d) and (r) and (2) (e) (ii), 43 to 46, other than section 46 (3) and (8), 48, 49, 50, 196, other than section 196 (4), 199, 201 and 426 (1) (a), (c) and (d) and (3) to (7) and 432 (7) (a) and (c) of the Business Corporations Act apply for the purposes of this Part.
(2) A company may, by an ordinary resolution, impose restrictions on the times during which a person, other than a current director or shareholder, may inspect the company's records under this section, but those restrictions must permit inspection of those records during the times set out in the regulations.
275 Section 95.61 is repealed and the following substituted:
95.61 Part 7, other than sections 203 (2) and (3), 223 and 224 (1) to (4), of the Business Corporations Act applies for the purposes of this Part.
276 Section 95.7 is amended
(a) in subsection (1) by striking out "under the Company Act" and substituting "under the Business Corporations Act",
(b) by repealing subsection (1) (a) and substituting the following:
(a) adopts, in substitution for the memorandum and articles of the company,
(i) a notice of articles that reflects the information that will apply to the company on its conversion, and
(ii) articles that comply with the Business Corporations Act, ,
(c) in subsection (1) (b) by striking out "the Company Act," and substituting "the Business Corporations Act,",
(d) by repealing subsection (1) (c) and substituting the following:
(c) authorizes 2 or more directors to sign the articles on behalf of the company and to submit to the registrar for filing
(i) a conversion application in accordance with section 266 of the Business Corporations Act, and
(ii) any other records the registrar may require. , and
(e) by repealing subsections (2) to (4) and substituting the following:
(2) Sections 266 and 267 of the Business Corporations Act apply to a company converted under this section.
277 Section 95.72 is repealed and the following substituted:
95.72 Sections 257 to 259 and 262 of the Business Corporations Act apply for the purposes of this Part.
95.73 A board is not to vote in favour of a special resolution of a company until the board has approved the special resolution by bylaw.
278 Section 95.8 is repealed and the following substituted:
95.8 Sections 9, 227, other than section 227 (1), 229, 232, other than the definition of "shareholder" in section 232 (1), 233, 234, 235, 236, 274 to 282 and Division 3 of Part 8 of the Business Corporations Act apply for the purposes of this Part.
279 Section 95.81 is repealed and the following substituted:
95.81 (1) In this section, "additional company" means, in relation to a board, each company of which the board becomes the member as a result of a disposal of assets referred to in subsection (2).
(2) Despite section 95.26, a board that is the member of a company may be the member of one or more other companies if the board becomes the member of those other companies as a result of a disposal of the assets of one or more boards under section 176 (2).
(3) Each company of which the board is the member must amalgamate with each of the other companies of which the board is the member in accordance with subsections (4) to (7) of this section unless, within 30 days after the date on which the board becomes the member of an additional company,
(a) that additional company amalgamates under Division 3 of Part 9 of the Business Corporations Act with all other companies of which the board is the member,
(b) that additional company is dissolved under Division 2 of Part 10 of the Business Corporations Act, or
(c) liquidation of that additional company is commenced under Division 3 of Part 10 of the Business Corporations Act.
(4) If, despite subsection (3), the companies of which a board is the member do not amalgamate as required under that subsection, each of those companies is deemed, on the 31st day after the date on which the board becomes the member of an additional company, to have passed special resolutions approving their amalgamation and requiring that
(a) the shares of all the companies other than the first company of which the board was the member be cancelled without any repayment of capital in respect of those shares, and
(b) the amalgamated company has, as its notice of articles and articles, the notice of articles and articles of the amalgamating company the shares of which are not cancelled.
(5) Despite section 436 (1) of the Business Corporations Act, before a company that is a pre-existing company amalgamates under subsection (4) of this section, that company must, if it has not already done so, comply with section 370 (1) (a) and (b) or 436 (1) (a) and (b) of the Business Corporations Act.
(6) Within 30 days after the date of the deemed passing of the special resolutions referred to in subsection (4), the board must file, on behalf of the amalgamating companies, an amalgamation application with the registrar of companies.
(7) Sections 275 (2) (d), 279 (a), 281 and 282 of the Business Corporations Act apply for the purposes of an amalgamation under subsection (4) of this section.
(8) Despite section 95.82 (1) of this Act, section 323 of the Business Corporations Act does not apply in respect of any liquidation commenced under subsection (3) (c).
280 Sections 95.82 and 95.83 are repealed and the following substituted:
95.82 (1) Subject to subsection (2) of this section, Part 10 of the Business Corporations Act, other than section 366, applies for the purposes of this Part.
(2) An application under section 324 or 325 of the Business Corporations Act, as it applies for the purposes of this Act, may be brought by the company, a member, a director, a creditor, a trustee for debentureholders, a receiver manager for the company or the minister.
95.83 (1) Sections 51 and 231 and Part 12, other than section 432, of the Business Corporations Act apply for the purposes of this Part.
(2) A notation in the corporate register, as that term is defined in the Business Corporations Act, respecting a company is conclusive evidence for the purposes of this Act and for all other purposes that every requirement in respect of the matters included in the corporate register and of matters precedent to it have been complied with.
281 Section 95.9 is amended
(a) by repealing subsection (1) and substituting the following:
(1) Without limiting section 175 (1), the Lieutenant Governor in Council may make regulations prescribing, for the purposes of this Part, forms that correspond with forms approved by the registrar under the Business Corporations Act. , and
(b) in subsection (2) (a) and (b) by striking out "the Company Act" and substituting "the Business Corporations Act".
282 The following section is added:
95.91 Part 14 of the Business Corporations Act applies for the purposes of this Part.
Securities Act
283 Section 5 (3) of the Securities Act, R.S.B.C. 1996, c. 418, is amended by striking out "Company Act" and substituting "Business Corporations Act".
284 Section 45 is amended
(a) in subsection (2) (1) (iv) by adding "the Business Corporations Act," before "the Company Act,", and
(b) in subsection (2) (12) (ii) by striking out "dissolution or" and substituting "liquidation, dissolution or other".
285 Section 74 (2) (11) (ii) is amended by striking out "dissolution or" and substituting "liquidation, dissolution or other".
286 Section 151 (2) (b) (ii) is amended by adding "the Business Corporations Act," after "the Company Act,".
Skagit Environmental Enhancement Act
287 Section 5 (2) of the Skagit Environmental Enhancement Act, R.S.B.C. 1996, c. 426, is amended by striking out "Company Act" and substituting "Business Corporations Act".
Small Business Venture Capital Act
288 Section 1 (1) of the Small Business Venture Capital Act, R.S.B.C. 1996, c. 429, is amended by adding the following definition:
"authorized share structure" has the same meaning as in the Business Corporations Act; .
289 Section 2 (2) is amended by striking out "memorandum and its articles." and substituting "articles and memorandum or notice of articles."
290 Section 3 (1) is amended
(a) by repealing paragraph (a) and substituting the following:
(a) is a company incorporated under the Company Act or the Business Corporations Act; ,
(b) in paragraph (b) by striking out "section 16 (1) of the Company Act;" and substituting "section 23 (1) of the Business Corporations Act;",
(c) in paragraph (e) by striking out "authorized capital" and substituting "an authorized share structure", and
(d) in paragraph (f) by striking out "under section 5 of the Company Act" and substituting "or articles".
291 Section 7 (3) is amended
(a) in paragraph (a) by adding "or notice of articles" after "memorandum", and
(b) in paragraph (b) by striking out "authorized capital" and substituting "authorized share structure".
292 Section 23 is amended by repealing paragraphs (a) to (c) and substituting the following:
(a) cancels, under section 82 of the Business Corporations Act, a share surrendered to the corporation by way of gift;
(b) passes a special resolution reducing its capital under section 74 (1) (b) of the Business Corporations Act or reduces its capital in accordance with the authorization provided by a court order referred to in section 74 (1) (a) or (b) of that Act;
(c) redeems or purchases shares in the manner set out in section 77 of the Business Corporations Act.
293 Section 24 (1) (b) is repealed and the following substituted:
(b) passes a resolution under section 257 (2) (b) of the Business Corporations Act to change its name to delete "(VCC)" from it; .
294 Section 25 (b) to (g) is repealed and the following substituted:
(b) is dissolved under section 422 of the Business Corporations Act,
(c) is dissolved under section 423 of the Business Corporations Act,
(d) passes a resolution under section 314 (1) (a) or (2) of the Business Corporations Act to be dissolved,
(e) passes a resolution under section 319 of the Business Corporations Act to authorize the liquidation of the corporation,
(f) has been ordered under section 227 (3) (o) or 324 (1) or (3) (a) of the Business Corporations Act to liquidate and dissolve,
(g) without first obtaining approval of the amalgamation from the administrator, with or without conditions, under section 7 of this Act,
(i) enters into an amalgamation agreement under section 270 (1) of the Business Corporations Act,
(ii) passes a resolution under section 273 (b) or 274 (a) of that Act to approve an amalgamation, or
(iii) authorizes an amalgamation under section 284 (2) of that Act, or .
Social Service Tax Act
295 Section 46 (2) (e) of the Social Service Tax Act, R.S.B.C. 1996, c. 431, is amended by striking out "the Company Act" in both places and substituting "the Business Corporations Act".
Society Act
296 Section 1 of the Society Act, R.S.B.C. 1996, c. 433, is amended
(a) by repealing the definition of "auditor" and substituting the following
"auditor" has the same meaning as in section 1 (1) of the Business Corporations Act; ,
(b) in the definition of "debenture"by striking out "the Company Act;" and substituting "the Business Corporations Act;",
(c) in paragraph (e) of the definition of "reporting society"by striking out "the Company Act," and substituting "the Business Corporations Act,", and
(d) in the definition of "subsidiary" by striking out "the Company Act." and substituting "the Business Corporations Act."
297 Section 3 is amended
(a) by repealing subsection (3) (c) and substituting the following:
(c) the name of the proposed society is reserved under Division 2 of Part 2 of the Business Corporations Act as it applies for the purposes of this Act, and , and
(b) by adding the following subsection:
(6) Division 2 of Part 2 of the Business Corporations Act applies in respect of the name of
(a) a society that is or may be incorporated under this Act, or
(b) an extraprovincial society that is or may be registered under this Act.
298 Section 20 (2) (a) is repealed and the following substituted:
(a) unless the registrar approves,
(a.1) in the case of a change of name, unless the new name is reserved under Division 2 of Part 2 of the Business Corporations Act as it applies for the purposes of this Act, and .
299 Section 35 (1) is amended by striking out "Sections 75 to 99 of the Company Act" and substituting "Divisions 8, 9 and 10 of Part 3 of the Business Corporations Act".
300 The following sections are added:
35.1 (1) Each society must keep a register of its indebtedness in excess of $5 000 to each director or officer of the society, or an associate of any of them, which register must contain
(a) the name of the creditor,
(b) the date the indebtedness was incurred,
(c) the amount,
(d) the interest rate payable, and
(e) the due date.
(2) A society that contravenes this section commits an offence.
35.2 (1) If a receiver or receiver manager is appointed on behalf of debentureholders of a society whose debentures are secured by a charge on all or substantially all the assets of the society, or any other person takes possession by or for those debentureholders of the property comprised in or subject to the charge, there must be paid out of assets coming into the hands of the receiver or receiver manager, or other person taking possession, in priority to any claim for principal or interest in respect of the debentures, the wages or salary of any employee, except an employee who is a director, paid on a basis of time or piecework, for services rendered to the society during 3 months before the date of the appointment of the receiver or receiver manager, or other person taking possession, but not exceeding $2 000 for each employee.
(2) Payments made under this section must be recovered out of the assets of the society that are available for payment of general creditors, to the extent of those assets.
301 Section 42 (b) is amended by striking out "the Company Act." and substituting "the Business Corporations Act."
302 Section 71 (1) is repealed and the following substituted:
(1) Despite the repeal of the Company Act, R.S.B.C. 1996, c. 62, Part 9 of that Act continues to apply to a society and an extraprovincial society as though Part 9 of that Act had not been repealed.
303 Section 74 is repealed and the following substituted:
74 (1) A society may, with the consent of the registrar and in accordance with the regulations, be converted to a company, and for that purpose section 266, other than subsections (3) (b) and (6) of that section, and sections 267 and 268 of the Business Corporations Act apply to the society as if it were a special Act corporation within the meaning of that Act.
(2) This section does not apply to a society with a charitable purpose referred to in section 73 (3) of this Act.
304 Section 75 (4) is repealed and the following substituted:
(4) An extraprovincial society must not be registered unless the name of the proposed society is reserved under Division 2 of Part 2 of the Business Corporations Act as it applies for the purposes of this Act.
305 Section 95 (2) is amended by adding "or by the registrar" in both places after "the Lieutenant Governor in Council".
Strata Property Act
306 Section 276 of the Strata Property Act, S.B.C. 1998, c. 43, is repealed and the following substituted:
276 (1) Except as otherwise provided in this Act and the regulations, the provisions of the Business Corporations Act that apply to a voluntary liquidation of a company apply to the voluntary winding up of a strata corporation with a liquidator and, for that purpose,
(a) a reference to "registrar" in the Business Corporations Act as it applies for the purposes of this Act must be read as a reference to the registrar as defined in this Act,
(b) a reference to "commencement of the liquidation" in the Business Corporations Act as it applies for the purposes of this Act must be read as a reference to the date on which the unanimous resolution referred to in section 277 of this Act is passed, and
(c) a requirement in the Business Corporations Act as it applies for the purposes of this Act that documents must be filed with the registrar must be read as a requirement that the documents must be filed in the land title office.
(2) Division 10 of Part 10 and section 324 of the Business Corporations Act do not apply to the voluntary winding up of a strata corporation with a liquidator.
(3) A person commits an offence who contravenes section 327 (2) or 335 of the Business Corporations Act as it applies for the purposes of this Act and sections 428 to 430 of the Business Corporations Act apply in relation to those offences.
276.1 If a strata corporation has been wound up under this Division, the liquidator is responsible for the care and custody of the strata corporation's records and documents for 2 years after the date of cancellation of the strata plan, but not longer.
307 Section 277 (2) is amended by striking out "the Company Act." and substituting "the Business Corporations Act."
308 Section 283 is repealed and the following substituted:
283 The registrar must not file the application for dissolution referred to in section 343 (1) of the Business Corporations Act as it applies for the purposes of this Act unless that application is accompanied by a Certificate of Strata Corporation in the prescribed form stating that the final accounts referred to in the application have been approved by a resolution passed by a 3/4 vote at an annual or special general meeting.
309 Section 291 (1) is amended by striking out "Company Act" and substituting "Business Corporations Act".
Tobacco Damages and Health Care Costs Recovery Act
310 Section 1 (3) (a) of the Tobacco Damages and Health Care Costs Recovery Act, S.B.C. 2000, c. 30, is amended by striking out "the Company Act," and substituting "the Business Corporations Act,".
Tourism British Columbia Act
311 Section 16 (4) (c) of the Tourism British Columbia Act, S.B.C. 1997, c. 13, is repealed and the following substituted:
(c) that the proposed contract or transaction relates to an indemnity of the type described in Division 5 of Part 5 of the Business Corporations Act or to insurance of the type described in section 165 of that Act, or .
Trade Development Corporation Act
312 Section 13 of the Trade Development Corporation Act, R.S.B.C. 1996, c. 456, is amended
(a) in subsection (1) by striking out "the Company Act and the Company Clauses Act do" and substituting "the Business Corporations Act does", and
(b) in subsection (2) by striking out "the Company Act" and substituting "the Business Corporations Act".
Trade Practice Act
313 Section 10 (2.6) (d) of the Trade Practice Act, R.S.B.C. 1996, c. 457, is amended by striking out "the Company Act," and substituting "the Business Corporations Act,".
University Foundations Act
314 Section 13 of the University Foundations Act, R.S.B.C. 1996, c. 471, is amended by striking out "qualified to be the auditor of a reporting company under the Company Act." and substituting "authorized to be the auditor of a company under sections 205 and 206 of the Business Corporations Act."
315 Section 15 (1) and (2) is amended by striking out "the Company Act" and substituting "the Business Corporations Act".
Victoria Foundation Act
316 Section 26 of the Victoria Foundation Act, R.S.B.C. 2000, c. 33, is repealed and the following substituted:
26 Despite section 4 (1) of the Business Corporations Act, that Act does not apply to the foundation.
Waste Management Act
317 Section 36 (5) (b) (ii) of the Waste Management Act, R.S.B.C. 1996, c. 482, is repealed and the following substituted:
(ii) is a corporation that is liquidated, dissolved or otherwise wound up or is an extraprovincial company within the meaning of the Business Corporations Act that has had its registration cancelled under Part 11 or 12 of that Act, .
318 This Act comes into force by regulation of the Lieutenant Governor in Council.
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