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
HER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of British Columbia, enacts as follows:
1 Section 1 (1) of the Business Corporations Act, S.B.C. 2002, c. 57, is amended
(a) in the definition of "corporate register" by striking out "information filed with the registrar under this Act or filed with or recorded by the registrar under a former" and substituting "information filed with or recorded by the registrar under this Act or a former",
(b) by adding the following definition:
"Pre-existing Company Provisions" means the provisions prescribed by the Lieutenant Governor in Council under section 442.1 (1); ,
(c) in paragraph (b) of the definition of "special majority" by striking out "pre-existing company," and substituting "pre-existing company that has not complied with section 370 (1) (a) or 436 (1) (a) or that has a notice of articles that reflects that the Pre-existing Company Provisions apply to the company,",
(d) in paragraph (a) (iii) (A) and (B) of the definition of "special separate resolution" by adding "memorandum or" before "articles",
(e) in paragraph (a) (iii) (B) of the definition of "special separate resolution" by striking out "pre-existing company," and substituting "pre-existing company that has not complied with section 370 (1) (a) or 436 (1) (a) or that has a notice of articles that reflects that the Pre-existing Company Provisions apply to the company,", and
(f) in the definition of "statutory business hours" by striking out "afternoon," and substituting "afternoon, local time,".
2 Section 11 is amended by striking out "and" at the end of paragraph (h), by adding "and" at the end of paragraph (g) and by repealing paragraph (i).
3 Section 19 (2) is repealed and the following substituted:
(2) A pre-existing company and its shareholders are bound, in the manner contemplated by subsection (3),
(a) by the company's notice of articles, if any,
(b) by the company's articles, and
(c) subject to section 373 (3) or 439 (3), as the case may be, by the company's memorandum.
4 Section 26 (1) is amended by striking out "company with that name," and substituting "company,".
5 Section 42 is amended
(a) in subsection (2) by adding the following paragraph:
(f) if the company is an amalgamated company, copies of the records described in the following paragraphs of this subsection for each amalgamating company:
(i) paragraphs (a) and (b);
(ii) paragraph (c);
(iii) paragraph (d);
(iv) paragraph (e) (i);
(v) paragraph (e) (ii);
(vi) paragraph (e) (iii). , and
(b) in subsection (3) by adding "or (f) (v)" after "subsection (2) (e) (ii)".
6 Section 43 (1) is amended by striking out "or (2) (c), (d) or (e) (ii) or (iii)" and substituting "or (2) (c), (d), (e) (ii) or (iii) or (f) (ii), (iii), (v) or (vi)".
7 Section 46 (6) is repealed and the following substituted:
(6) Despite subsections (1) to (5) of this section but without limiting any obligation to pay the fee required under this section, a person may inspect a record kept by a company under section 42 (2) (c), (d), (e) (ii) or (iii) or (f) (ii), (iii), (v) or (vi) only if and to the extent that,
(a) in the case of a record kept under section 42 (2) (c) or (f) (ii), the person was entitled to do so under the corporate legislation of the jurisdiction that, before the continuation, was the foreign corporation's jurisdiction,
(b) in the case of a record kept in the records office of an amalgamated company under section 42 (2) (d) or (f) (iii) in relation to an amalgamating foreign corporation, the person was entitled to do so under the corporate legislation of the jurisdiction that, before the amalgamation, was the foreign corporation's jurisdiction, or
(c) in the case of a record kept under section 42 (2) (e) (ii) or (iii) or (f) (v) or (vi), the person was entitled to do so under the Company Act, 1996.
8 Section 57 (1) (a) is amended by striking out 'the words "A British Columbia Company Act company",' and substituting "words indicating that it is a British Columbia company,".
9 Section 62 is amended by striking out "sections 64 and 66 and to the memorandum or notice of articles, as the case may be, and" and substituting "section 64, to the Pre-existing Company Provisions, if applicable, to the memorandum or notice of articles, as the case may be, and to".
10 Section 63 (1) (b) (i) is amended by striking out "pre-existing company," and substituting "pre-existing company that has not complied with section 370 (1) (a) or 436 (1) (a) or that has a notice of articles that reflects that the Pre-existing Company Provisions apply to the company,".
11 Sections 66, 80 and 81 are repealed.
12 Section 72 is repealed and the following substituted:
72 (1) When a company issues shares without par value, there is added to the capital of the company for that class or series of shares,
(a) if the shares are issued for property within the meaning of section 64 (1), an amount not greater than the issue price for those shares,
(b) if the shares are issued by way of dividend, the declared amount, if any, of the dividend, and
(c) in any other case, the issue price for those shares.
(2) In addition to any additions to capital effected under subsection (1), a company may add to its capital in respect of a class or series of shares without par value an amount specified by a directors' resolution or an ordinary resolution.
(3) When a company issues shares with par value, there is added to the capital of the company, for that class or series of shares, an amount equal to the aggregate of the par values of those shares.
13 Section 77 is amended by striking out "sections 78 to 81," and substituting "sections 78 and 79 and the Pre-existing Company Provisions, if applicable,".
14 Section 114 is repealed and the following substituted:
114 Despite the memorandum and articles of a company, a company must not register a transfer of shares unless a proper instrument of transfer has been provided to the company but
(a) an instrument of transfer is not required for the company to register a transmission of shares under section 119, and
(b) nothing in this section requires that an instrument of transfer be provided in relation to
(i) an involuntary transfer including, without limitation, in relation to a transfer effected under section 244 (3) or 300 (7), or
(ii) a redemption.
15 Section 118 is amended by striking out "If a person applies to a company or its transfer agent to effect a transmission of shares or other securities, the person must provide to the company" and substituting "A person applying to a company or its transfer agent to effect a transmission of shares or other securities must provide".
16 Section 137 is amended
(a) in subsection (1) by striking out "Despite" and substituting "Subject to subsection (1.1) but despite",
(b) in subsection (1) by striking out "may restrict in whole or in part" and substituting "may transfer, in whole or in part," and by striking out "and may transfer those restricted powers",
(c) by adding the following subsection:
(1.1) A provision of the articles transferring powers of the directors to manage or supervise the management of the business and affairs of the company is effective
(a) if the provision is included in the articles at the time of the company's recognition or if the company resolved, by special resolution, to add that provision to the articles, and
(b) if the provision clearly indicates, by express reference to this section or otherwise, the intention that the powers be transferred to the proposed transferee. ,
(d) in subsection (3) by adding "in relation to that right, power, duty or liability" after "regulations to a director or directors", and
(e) by adding the following subsection:
(4) A company may resolve to alter its articles, by special resolution, to alter a provision referred to in subsection (1.1).
17 Section 147 (2) (a) is repealed and the following substituted:
(a) the situation that would otherwise constitute a disclosable interest under subsection (1) arose before the coming into force of this Act or, if the company was recognized under this Act, before that recognition, and was disclosed and approved under, or was not required to be disclosed under, the legislation that
(i) applied to the corporation on or after the date on which the situation arose, and
(ii) is comparable in scope and intent to the provisions of this Division, .
18 Section 148 (2) (a) is amended by striking out everything after "coming into force of this Act" and substituting "under the former Companies Act that was in force at the time of the disclosure, and, after that disclosure, the contract or transaction is approved in accordance with section 149 of this Act, other than section 149 (3);".
19 Section 157 (1) (d) is repealed and the following substituted:
(d) any record, information or representation that the court considers provides reasonable grounds for the actions of the director, whether or not that record was forged, fraudulently made or inaccurate.
20 Section 259 is amended by adding the following subsection:
(8) Nothing in subsection (5) or (6) prevents an alteration to the articles made by a court order from taking effect in accordance with that order.
21 Section 263 is amended
(a) in subsection (2) by adding "or change" after "articles to adopt",
(b) in subsection (4) by striking out "at the date" and substituting "when", and
(c) in subsection (4) (a) by striking out "on the date" and substituting "when".
22 Sections 273 and 274 are repealed and the following substituted:
273 (1) A holding corporation that is a company and one or more of its subsidiary corporations may amalgamate and continue as one company without complying with sections 270 and 271 if
(a) the holding corporation, if a pre-existing company, has complied with section 370 (1) or 436 (1),
(b) all of the issued shares of each amalgamating subsidiary corporation are held by one or more of the other amalgamating corporations,
(c) the amalgamation is approved by a special resolution of the holding corporation or by a resolution of its directors, and
(d) the resolution requires that
(i) the shares of each amalgamating subsidiary corporation be cancelled on the amalgamation without any repayment of capital in respect of those shares,
(ii) the amalgamated company have, as its notice of articles and articles, the notice of articles and articles of the holding corporation, and
(iii) the amalgamated company refrain from issuing any securities in connection with the amalgamation.
(2) On an amalgamation under this section, the capital of the amalgamated company is the same as the capital of the amalgamating holding corporation.
274 (1) Two or more companies that are subsidiaries of the same holding corporation may amalgamate and continue as one company without complying with sections 270 and 271 if
(a) all of the issued shares of each amalgamating company are held by the holding corporation or another amalgamating company,
(b) the amalgamation is approved by each of the amalgamating companies by a special resolution of the amalgamating company or by a resolution of its directors,
(c) the resolutions require that
(i) subject to subsection (2), the shares of all but one of the amalgamating companies be cancelled on the amalgamation without any repayment of capital in respect of those shares, and
(ii) the amalgamated company have, as its notice of articles and articles, the notice of articles and articles of the amalgamating company whose shares are not to be cancelled, and
(d) the amalgamating company the shares of which are not to be cancelled under paragraph (c) (i) of this subsection, if a pre-existing company, has complied with section 370 (1) or 436 (1).
(2) The amalgamating company, the shares of which are not to be cancelled under subsection (1) (c) (i) of this section (the "primary company") must be a company the shares of which are held by the holding corporation.
(3) On an amalgamation under this section, the capital of the primary company consists of
(a) the capital that was the capital of the primary company immediately before the amalgamation, and
(b) the capital that was the capital of the other amalgamating companies other than the portion of that capital that is attributable to the shares of any amalgamating company that were held by the primary company or any other amalgamating company.
23 Section 275 (2) (a) (i) is amended by striking out ", as the case may be,".
24 Section 289 is amended
(a) by repealing subsection (1) (a) and substituting the following:
(a) in respect of an arrangement proposed with the shareholders of the company,
(i) the shareholders approve the arrangement by a special resolution, or
(ii) if any of the shares held by the shareholders who under subsection (2) are entitled to vote on the resolution to approve the arrangement do not otherwise carry the right to vote, the shareholders approve the arrangement by a resolution passed at a meeting by at least a special majority of the votes cast by the shareholders, if at least the prescribed number of days' notice of the meeting and of the intention to propose the resolution has been sent to all of the shareholders, , and
(b) by repealing subsections (2), (3) and (4) and substituting the following:
(2) Each share of a company carries the right to vote in respect of a resolution referred to in subsection (1) (a) whether or not that share otherwise carries the right to vote.
(3) If the court orders, under section 291, that a meeting be held to adopt an arrangement in addition to or in substitution for a meeting contemplated by subsection (1) of this section, the arrangement must not be submitted to the court for approval until after
(a) it has been adopted at that court ordered meeting, or
(b) it has been consented to under subsection (1) (f) by the persons who were entitled to vote at that meeting.
(4) If an arrangement is consented to under subsection (1) (f),
(a) the meeting that would otherwise have been necessary under subsection (1) or (3) need not be held, and
(b) the consent is as valid and effective as if it had been expressed in a vote passed at that meeting.
(5) Section 61 does not apply to an arrangement under this Division.
25 Section 302 is amended by adding the following subsection:
(3) A foreign corporation seeking to be continued into British Columbia as a company may, by one or both of the articles referred to in subsection (1) (c) of this section and the notice of articles referred to in subsection (2) (c), effect any amendment to its charter if the amendment is an amendment that a company may make to its charter under this Act.
26 Section 305 (1) is amended by adding the following paragraph:
(a.1) the continued company has, as its notice of articles, the notice of articles contained in the continuation application, .
27 Section 344 is amended
(a) in subsection (2) by striking out "on the date on which" and substituting "when", and
(b) in subsection (2) (a) by striking out "on the date of dissolution," and substituting "on dissolution,".
28 Section 345 (b) (ii) is repealed and the following substituted:
(ii) the person who submitted the application for dissolution on behalf of the company, and .
29 Section 354 (2) is amended
(a) in paragraph (a) by striking out "or" at the end of subparagraph (i) and by adding the following subparagraph:
(iii) in the case of an application under section 360 (2) (a) or 361 (2) (a), the person is a person referred to in subparagraph (i) or (ii), as the case may be, or is ordered by the court to be an appropriate person to make the application, or, and
(b) in paragraph (b) by striking out "or" at the end of subparagraph (i), by adding ", or" at the end of subparagraph (ii) and by adding the following subparagraph:
(iii) in the case of an application under section 360 (2) (a) or 361 (2) (a), the person is a person referred to in subparagraph (i) or (ii), as the case may be, or is ordered by the court to be an appropriate person to make the application.
30 Section 364 is amended by adding the following subsection:
(3.1) Despite any other provision of this Division, section 442.1 applies to a restored company if the company was, immediately before its dissolution, a pre-existing company that had not, before its dissolution, complied with section 370 (1) (a) and (b) or 436 (1) (a) and (b).
31 Section 366 (1) is amended by striking out "on the date of its restoration," and substituting "on its restoration,".
32 Section 369 (c) is amended by striking out "section 370 or 436." and substituting "section 370 (1) (a) or 436 (1) (a)."
33 Section 370 (1) (c) is amended
(a) in subparagraph (i) by striking out "on the date of its restoration," and substituting "on its restoration,", and
(b) in subparagraph (ii) (A), (C), (D) and (E) by striking out "those periods," and substituting "that period,".
34 Section 371 (2) (b) is amended
(a) in subparagraph (iii) by striking out "and (i)",
(b) by striking out "and" at the end of subparagraph (iv), and
(c) by repealing subparagraph (v) and substituting the following:
(v) indicates that the Pre-existing Company Provisions apply to the company, and
(vi) does not contain any other information.
35 Section 372 (3) (b) is amended by adding ", other than prescribed provisions," after "each provision".
36 Section 377 (2) (c) is repealed and the following substituted:
(c) furnish a copy of the registration statement to each attorney referred to in the registration statement who has not been furnished with a copy of that record under paragraph (b), and .
37 Section 379 is repealed and the following substituted:
379 (1) If a foreign entity that is registered as an extraprovincial company is a party to an amalgamation or similar process other than one that results in a company, there must be provided to the registrar the records and information the registrar may require, and there must be filed with the registrar, within 2 months after the effective date of the amalgamation or similar process,
(a) a notice of amalgamation of extraprovincial company that complies with subsection (2), and
(b) any other records the registrar may require.
(2) A notice of amalgamation of extraprovincial company must be in the form established by the registrar and must set out
(a) the name of the amalgamated extraprovincial company if the amalgamated extra provincial company
(i) has adopted as its name the name of one of the amalgamating extraprovincial companies, or
(ii) is a federal corporation,
(b) if paragraph (a) does not apply, the name reserved for the amalgamated extraprovincial company under section 22 and the reservation number given for it, or
(c) if paragraphs (a) and (b) of this subsection do not apply but section 26 applies, the name of the foreign entity, the assumed name reserved for it under section 26 and the reservation number given for that assumed name.
(3) After the notice of amalgamation of extraprovincial company is filed with the registrar, the registrar must
(a) issue a certificate of registration showing
(i) the name and any assumed name for the amalgamated extraprovincial company,
(ii) its registration number and the date and time of its registration, and
(iii) the date, and the time, if any, shown for the amalgamation or similar process on the notice of amalgamation of extraprovincial company,
(b) furnish to the amalgamated extraprovincial company the certificate referred to in paragraph (a) and a copy of the notice of amalgamation of extraprovincial company,
(c) furnish a copy of the notice of amalgamation of extraprovincial company to each attorney of the amalgamated extraprovincial company who has not been furnished with a copy of that record under paragraph (b), and
(d) publish in the prescribed manner a notice of the amalgamation or similar process.
(4) From the time of the amalgamation or similar process, the amalgamated extraprovincial company is seized of and holds and possesses all land of the amalgamating entities that is located in British Columbia.
(5) At any time, before or after a certificate of registration is issued under subsection (3), the registrar may order the amalgamated foreign entity to provide to the registrar, within the time required by the registrar, proof satisfactory to the registrar of the foreign entity's status in the foreign entity's jurisdiction.
38 Section 432 (2) is amended by adding the following paragraph:
(cc.1) prescribing a set of provisions, and designating those provisions as the "Pre-existing Company Provisions"; .
39 Section 437 (2) (b) is amended
(a) in subparagraph (v) by striking out "and (i)",
(b) by striking out "and" at the end of subparagraph (vi), and
(c) by repealing subparagraph (vii) and substituting the following:
(vii) indicates that the Pre-existing Company Provisions apply to the company, and
(viii) does not contain any other information.
40 Section 438 (3) (b) is amended by adding ", other than prescribed provisions," after "each provision".
41 The following section is added to Division 2:
442.1 (1) The Lieutenant Governor in Council may, by regulation, prescribe a set of provisions, and designate those provisions as the "Pre-existing Company Provisions".
(2) The Pre-existing Company Provisions apply to each pre-existing company until
(a) the pre-existing company complies with section 370 (1) (a) or 436 (1) (a), and
(b) the pre-existing company's notice of articles is altered to remove the application of the Pre-existing Company Provisions.
(3) A pre-existing company may alter its notice of articles to remove the application of the Pre-existing Company Provisions if it is authorized to do so by a special resolution.
(4) Except insofar as it is necessary to do so to comply with section 372 (3) (b) or 438 (3) (b), a pre-existing company must not alter its articles in relation to any matter included in the Pre-existing Company Provisions until the pre-existing company has removed the application of the Pre-existing Company Provisions in accordance with subsection (3) of this section.
(5) Nothing in this section precludes a pre-existing company that has removed the application of the Pre-existing Company Provisions in accordance with subsection (3) from adding to its articles any or all of the Pre-existing Company Provisions.
42 The Schedule is amended
(a) in item 4 by striking out "$35*" and substituting "$43.39*", and
(b) by adding the following item:
| 21 | For a transition package for a company, consisting of a certified copy of
the company's memorandum, a certified copy of the company's articles and a transition guide............................................................................................. |
$40* |
Advanced Education Statutes Amendment Act, 2003
43 Section 9 of the Advanced Education Statutes Amendment Act, 2003, S.B.C. 2003, c. 48, is repealed and the following substituted:
9 Section 51 is repealed and the following substituted:
51 The Business Corporations Act does not apply to an institution, but on the recommendation of the minister, the Minister of Finance, by regulation, may declare that all or part of that Act applies to the institution.
44 Section 26 is repealed and the following substituted:
26 Section 3 (5) of the Royal Roads University Act, R.S.B.C. 1996, c. 409, is repealed and the following substituted:
(5) The Business Corporations Act does not apply to the university, but on the recommendation of the minister, the Minister of Finance, by regulation, may declare that all or part of that Act applies to the university.
45 Section 30 is repealed and the following substituted:
30 Section 3 (4) and (5) is repealed and the following substituted:
(4) The Business Corporations Act does not apply to a university, but on the recommendation of the minister, the Minister of Finance, by regulation, may declare that all or part of that Act applies to a university.
Coastal Ferry Act
46 Section 1 of the Coastal Ferry Act, S.B.C. 2003, c. 14, is amended in the definition of "company" by striking out "the Company Act;" and substituting "the Business Corporations Act;".
47 Section 9 is repealed and the following substituted:
9 (1) Sections 124 (1) and (2), 126, 136, 140, 142 and 143 of the Business Corporations Act apply to the Authority and to its directors.
(2) A director who ceases to be qualified to act as a director of the Authority under section 124 (2) of the Business Corporations Act as it applies for the purposes of this section must promptly resign and may be removed by the other directors.
(3) For the purposes of subsection (1), a reference in sections 136, 140 and 142 of the Business Corporations Act, as they apply for the purposes of this section, to "articles" is deemed to be a reference to the bylaws of the Authority.
48 Section 19 (2) is amended by striking out "Despite the Company Act, if" and substituting "After".
49 Section 68 (4) is amended by striking out "sections 164 (5) and 165 of the Company Act apply." and substituting "sections 46 (7) and (8) and 48 (1) of the Business Corporations Act apply."
Emergency Communications Corporations Act
50 Section 5 (2) of the Emergency Communications Corporations Act, S.B.C. 1997, c. 47, is amended by striking out "Sections 41, 45 and 237 of the Company Act" and substituting "Section 154 (2) of the Business Corporations Act".
Industry Training Authority Act
51 Section 12 (2) (f) of the Industry Training Authority Act, S.B.C. 2003, c. 34, is amended by striking out "the Company Act" and substituting "the Business Corporations Act".
52 Section 14 is repealed and the following substituted:
14 The Business Corporations Act does not apply to the authority except to the extent provided in the regulations.
Liquor Distribution Act
53 Section 10.1 (2) of the Liquor Distribution Act, R.S.B.C. 1996, c. 268, is amended by striking out "the Company Act." and substituting "the Business Corporations Act."
Museum Act
54 Section 17 of the Museum Act, S.B.C. 2003, c. 12, is amended
(a) by repealing subsection (4) (c) and substituting the following:
(c) a 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; , and
(b) in subsection (5) by striking out "the Company Act applies and section 1 (2) to (7) of that Act applies." and substituting "the Business Corporations Act applies and section 2 of that Act applies."
55 Section 21 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".
Private Career Training Institutions Act
56 Section 5 (3) of the Private Career Training Institutions Act, S.B.C. 2003, is repealed and the following substituted:
(3) Within 90 days after the end of the fiscal year of the agency, the board must submit to the minister, in a form approved by the minister, a financial report on the operation of the fund as of the end of the preceding fiscal year prepared by a person authorized to be an auditor of a company under section 205 of the Business Corporations Act.
Railway Act
57 Section 8 of the Railway Act, R.S.B.C. 1996, c. 395, 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".
58 Section 11 is repealed and the following substituted:
11 The company may alter its authorized share structure, as that term is defined in the Business Corporations Act, in the manner, and subject to the rights and obligations, provided for in that Act.
School Act
59 Section 95.7 (1) (a) of the School Act, R.S.B.C. 1996, c. 412, is repealed and the following substituted:
(a) adopts, in substitution for the memorandum and articles, or for the notice of articles and articles, as the case may be, 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, .
Small Business Venture Capital Act
60 Section 24 (2) of the Small Business Venture Capital Act, R.S.B.C. 1996, c. 429, is amended by striking out "the Company Act." and substituting "the Business Corporations Act."
Transmission Corporation Act
61 Section 1 of the Transmission Corporation Act, S.B.C. 2003, c. 44, is amended by repealing the definition of "transmission corporation" and substituting the following:
"transmission corporation" means British Columbia Transmission Corporation; .
62 Section 2 (3) (a) is amended by striking out "the Company Act;" and substituting "the Business Corporations Act;".
63 This Act comes into force by regulation of the Lieutenant Governor in Council.
SECTION 1: [Business Corporations Act, amends section 1] removes unnecessary wording, adds a new definition of Pre-existing Company Provisions, clarifies that the reference to pre-existing company in the definitions of special majority and special separate resolution relate to a company that has not complied with the transition requirements of Part 10 or 14 of the Act or that still has the Pre-existing Company Provisions applicable to it, recognizes that the memorandum may specify the majority of votes required to pass a special separate resolution and applies the concept of local time to statutory business hours.
SECTION 2: [Business Corporations Act, amends section 11] removes the requirement to include in the notice of articles information respecting whether the articles impose restrictions on the ability of the company to allot or issue shares.
SECTION 3: [Business Corporations Act, amends section 19] clarifies that a company's memorandum has effect only until the company complies with the transition requirements of Part 10 or 14 of the Act.
SECTION 4: [Business Corporations Act, amends section 26] clarifies that before a foreign corporation that has a name that contravenes the requirements of the Act can be registered as an extraprovincial company, that corporation must adopt an assumed name.
SECTION 5: [Business Corporations Act, amends section 42] adds to the list of records that must be retained by an amalgamated company.
SECTION 6: [Business Corporations Act, amends section 43] is consequential to the amendment made by section 6 of this Bill.
SECTION 7: [Business Corporations Act, amends section 46] is consequential to the amendment made by section 6 of this Bill.
SECTION 8: [Business Corporations Act, amends section 57] provides that share certificates for companies must indicate that the corporation for which the share is issued is a British Columbia company.
SECTION 9: [Business Corporations Act, amends section 62] is consequential to the amendment made by section 12 of this Bill.
SECTION 10: [Business Corporations Act, amends section 63] clarifies that the section applies only to a pre-existing company until the company complies with the transition requirements of Part 10 or 14 of the Act or that still has the Pre-existing Company Provisions applicable to it.
SECTION 11: [Business Corporations Act, repeals sections 66, 80 and 81] repeals provisions rendered unnecessary by the inclusion of the substance of those provisions in the Pre-existing Company Provisions.
SECTION 12: [Business Corporations Act, re-enacts section 72] attributes capital to shares at the time of the issuance of those shares and provides for the determination of capital in relation to shares issued by way of dividend.
SECTION 13: [Business Corporations Act, amends section 77] is consequential to the amendment made by section 12 of this Bill.
SECTION 14: [Business Corporations Act, re-enacts section 114] clarifies that no instrument of transfer is required when a company acquires shares by redemption, dissent proceedings or compulsory acquisition in accordance with the Act.
SECTION 15: [Business Corporations Act, amends section 118] removes a restriction that the documents referred to in the section be provided to the company.
SECTION 16: [Business Corporations Act, amends section 137] specifies the content of the provisions in the articles by which powers of the directors may be transferred, and clarifies that where those powers are transferred to shareholders, those shareholders are not restricted from fettering their discretion in relation to the exercise of those powers.
SECTION 17: [Business Corporations Act, amends section 147] provides that a situation is not a disclosable interest if the situation arose before the coming into force of the Business Corporations Act or before the company was recognized and was disclosed and approved as required, or was not disclosed, in accordance with applicable legislation.
SECTION 18: [Business Corporations Act, amends section 148] removes reference to approval under a former Companies Act to reflect that the concept of approval has been included in section 147 of the Act by the amendments made under section 18 of this Bill.
SECTION 19: [Business Corporations Act, amends section 157] provides relief from liability for a director who relies on a record which the court considers provides reasonable grounds for the director's actions.
SECTION 20: [Business Corporations Act, amends section 259] clarifies that the Act is not intended to override a court determination as to when an alteration to articles is to take effect.
SECTION 21: [Business Corporations Act, amends section 263] recognizes that a resolution may authorize a change to as well as an adoption of a translation of name and replaces references to the date of an alteration with references to "when" the alteration takes effect.
SECTION 22: [Business Corporations Act, re-enacts sections 273 and 274]
SECTION 23: [Business Corporations Act, amends section 275] removes unnecessary wording.
SECTION 24: [Business Corporations Act, amends section 289] provides for shareholder approval of an arrangement if that approval is to be obtained in whole or in part from shareholders who do not otherwise have the right to vote and removes constraints relating to the date time and place of meetings ordered by the court.
SECTION 25: [Business Corporations Act, amends section 302] clarifies that a foreign corporation seeking to be continued in British Columbia may alter its charter as if it were a company.
SECTION 26: [Business Corporations Act, amends section 305] expressly identifies the notice of articles that a corporation that is continued into British Columbia will have on that continuation.
SECTION 27: [Business Corporations Act, amends section 344] replaces references to the date of dissolution with references to "when" the dissolution takes effect.
SECTION 28: [Business Corporations Act, amends section 345] clarifies the person to whom a certificate of dissolution is to be provided.
SECTION 29: [Business Corporations Act, amends section 354] allows the court to order that a person is a "related person" for the purposes of Division 11 of Part 10 of the Act and clarifies that persons who qualify as related persons for matters other than applications under section 360 (2) (a) or 361 (2) (a) also qualify in relation to those applications.
SECTION 30: [Business Corporations Act, amends section 364] applies the Pre-existing Company Provisions to a restored company if it had not, before its dissolution, complied with the transition requirements of Part 10 or 14.
SECTION 31: [Business Corporations Act, amends section 366] replaces references to the date of restoration with references to "when" the restoration takes effect.
SECTION 32: [Business Corporations Act, amends section 369] clarifies that the Division of the Business Corporations Act applicable to post-restoration transitions applies to companies that had not, before their dissolution, complied with the transition requirements of section 370 (1) (a) or 436 (1) (a) of the Act.
SECTION 33: [Business Corporations Act, amends section 370] replaces references to the date of restoration with references to "when" the restoration takes effect and makes the reference to "period" singular to reflect the preceding reference.
SECTION 34: [Business Corporations Act, amends section 371] is consequential to the amendment made by section 2 of this Bill and adds a requirement that the notice of articles include a reference to the Pre-existing Company Provisions on the restoration of a pre-existing company.
SECTION 35: [Business Corporations Act, amends section 372] allows the Lieutenant Governor in Council to prescribe provisions of a company's memorandum that do not need to be included in the company's articles after restoration.
SECTION 36: [Business Corporations Act, amends section 377] provides that copies of registration statements need not be provided to attorneys who have already received a copy.
SECTION 37: [Business Corporations Act, re-enacts section 379]
SECTION 38: [Business Corporations Act, amends section 432] allows the Lieutenant Governor in Council to make regulations to prescribe the Pre-existing Company Provisions.
SECTION 39: [Business Corporations Act, amends section 437] is consequential to the amendment made by section 2 of this Bill and adds a requirement that a pre- existing company's first notice of articles include a reference to the Pre- existing Company Provisions.
SECTION 40: [Business Corporations Act, amends section 438] allows the Lieutenant Governor in Council to prescribe provisions of a company's memorandum that do not need to be included in the company's articles after the memorandum is replaced with a notice of articles.
SECTION 41: [Business Corporations Act, adds section 442.1] allows the Lieutenant Governor in Council to prescribe Pre-existing Company Provisions and applies those provisions to every pre-existing company.
SECTION 42: [Business Corporations Act, amends the Schedule] increases the fee for filing an annual report and adds provision for a fee for a transition package.
Advanced Education Statutes Amendment Act, 2003
SECTION 43: [Advanced Education Statutes Amendment Act, 2003, re-enacts section 9] changes a reference to the Company Act in the College and Institute Act to a reference to the Business Corporations Act.
SECTION 44: [Advanced Education Statutes Amendment Act, 2003, re-enacts section 26] changes a reference to the Company Act in the Royal Roads University Act to a reference to the Business Corporations Act.
SECTION 45: [Advanced Education Statutes Amendment Act, 2003, re-enacts section 30] changes a reference to the Company Act in the University Act to a reference to the Business Corporations Act.
Coastal Ferry Act
SECTION 46: [Coastal Ferry Act, amends section 1] changes a reference to the Company Act in the Coastal Ferry Act to a reference to the Business Corporations Act.
SECTION 47: [Coastal Ferry Act, re-enacts section 9] identifies the provisions of the Business Corporations Act that apply to the Coastal Ferry Act.
SECTION 48: [Coastal Ferry Act, amends section 19] removes a reference to the Company Act where there is no provision in the Business Corporations Act corresponding to the Company Act reference.
SECTION 49: [Coastal Ferry Act, amends section 68] updates a cross reference to the Company Act in the Coastal Ferry Act with a cross reference to the Business Corporations Act.
Emergency Communications Corporations Act
SECTION 50: [Emergency Communications Corporations Act, amends section 5] is consequential to the amendment made by section 12 of this Bill
Industry Training Authority Act
SECTION 51: [Industry Training Authority Act, amends section 12] allows the Lieutenant Governor in Council to prescribe that certain provisions of the Business Corporations Act apply to the industry training authority.
SECTION 52: [Industry Training Authority Act, re-enacts section 14] provides that the Business Corporations Act does not apply to the industry training authority unless it is applied by regulation under the Industry Training Authority Act.
Liquor Distribution Act
SECTION 53: [Liquor Distribution Act, amends section 10.1] changes a reference to Company Act in the Liquor Distribution Act to a reference to the Business Corporations Act.
Museum Act
SECTION 54: [Museum Act, amends section 17] updates a cross reference to the Company Act in the Museum Act with a cross reference to the Business Corporations Act.
SECTION 55: [Museum Act, amends section 21] is consequential to the repeal of the Company Act and its replacement with the Business Corporations Act, and to the repeal of the Company Clauses Act by the Business Corporations Amendment Act, 2003.
Private Career Training Institutions Act
SECTION 56: [Private Career Training Institutions Act, amends section 5] substitutes the new auditor qualification provisions of the Business Corporations Act for the Company Act auditor qualification provisions.
Railway Act
SECTION 57: [Railway Act, amends section 8] harmonizes the language of the Railway Act with the language of the Business Corporations Act and is otherwise consequential to the repeal of the Company Act and its replacement with the Business Corporations Act.
SECTION 58: [Railway Act, re-enacts section 11] harmonizes the share capital provisions of the Railway Act with the language of the Business Corporations Act.
School Act
SECTION 59: [School Act, amends section 95.7] describes what charter documents must be changed for a School Act company to conform with the Business Corporations Act.
Small Business Venture Capital Act
SECTION 60: [Small Business Venture Capital Act, amends section 24] updates a cross reference to the Company Act in the Small Business Venture Capital Act with a cross reference to the Business Corporations Act.
Transmission Corporation Act
SECTION 61: [Transmission Corporation Act, amends section 1] removes a reference to the Company Act.
SECTION 62: [Transmission Corporation Act, amends section 2] updates a cross reference to the Company Act in the Transmission Corporation Act with a cross reference to the Business Corporations Act.
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