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


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


BILL 85 -- 1999

COMPANY ACT

... continued ...

 
Part 11 -- Extraprovincial Companies

Division 1 -- Registration

Definition

373 In this Part, "foreign corporation" means a corporation that

(a) is not a company,

(b) has issued shares,

(c) has not been incorporated to operate in accordance with cooperative principles some or all of which are similar to the cooperative principles established by the International Cooperative Alliance, and

(d) was

(i) incorporated otherwise than by or under an Act of the Legislature, or

(ii) continued under section 320,

and includes

(e) a limited liability company,

(f) an extraprovincial society, as defined in section 1 of the Society Act, that,

(i) under section 191 of the Financial Institutions Act, is deemed to have a business authorization, or

(ii) under section 193 (2) of the Financial Institutions Act, is ordered by the Superintendent of Financial Institutions to apply for a business authorization, and

(g) to the extent provided by section 76 (7) of the Cooperative Association Act, a foreign corporation that is registered under section 76 of that Act.

Foreign corporations required to be registered

374 (1) A foreign corporation must register as an extraprovincial company in accordance with this Act within 2 months after it begins to carry on business in British Columbia.

(2) For the purposes of this Act and subject to subsection (3) of this section, a foreign corporation is deemed to carry on business in British Columbia if

(a) its name, or any name under which it carries on business, is listed in a telephone directory for any part of British Columbia,

(b) its name, or any name under which it carries on business, appears or is announced in any advertisement in which an address in British Columbia is given,

(c) it has, in British Columbia,

(i) a resident agent, or

(ii) a warehouse, office or place of business, or

(d) it otherwise carries on business in British Columbia.

(3) For the purposes of this section, a foreign corporation does not carry on business in British Columbia

(a) if it is a bank,

(b) if its only business in British Columbia is

(i) constructing and operating a railway, or

(ii) transporting goods or passengers, and it neither picks up nor delivers goods or passengers in British Columbia, or

(c) merely because it has an interest as a limited partner in a limited partnership carrying on business in British Columbia.

(4) A foreign corporation that carries on business in British Columbia but that is not registered as required by this Act is not capable of

(a) maintaining an action, suit or other proceeding in any court in British Columbia in respect of any contract made in whole or in part in British Columbia in the course of or in connection with its business, or

(b) acquiring or holding land or an interest in land in British Columbia or registering any title to land under the Land Title Act.

(5) Unless the court orders otherwise, if the registration of a foreign corporation as an extraprovincial company is restored under Division 10 of Part 10, subsection (4) of this section, and any prohibition formerly in force and having a similar effect, must be read and construed as if no disability under subsection (4) or under that prohibition had ever attached to the extraprovincial company, even if, before the date on which the foreign corporation's registration as an extraprovincial company was restored,

(a) a contract referred to in subsection (4) (a) was made,

(b) an action, suit or other proceeding referred to in subsection (4) (a) was instituted, or

(c) land or an interest in land was acquired or held by the foreign corporation.

(6) Subsections (4) and (5) to not apply to a federal corporation.

Application for registration

375 (1) To register as an extraprovincial company under this Act, a foreign corporation must

(a) reserve a name in accordance with, and otherwise comply with the requirements of, Division 2 of Part 2 in respect of

(i) the name by which it will be registered, or

(ii) its assumed name,

(b) complete in accordance with the requirements of subsection (2) of this section, and submit for filing with the registrar, a registration statement,

(c) appoint one or more attorneys if required under section 382, and

(d) provide to the registrar the other information and records the registrar may require.

(2) The registration statement referred to in subsection (1) (b) must

(a) be in the prescribed form,

(b) set out, as the name of the foreign corporation,

(i) if the foreign corporation is a federal corporation, the name of the foreign corporation,

(ii) for a foreign corporation that has reserved a name under section 23, the reserved name exactly as reserved and any reservation number given for it, or

(iii) for a foreign corporation to which section 26 applies, the name of the foreign corporation and the assumed name reserved for it under section 26 exactly as reserved and any reservation number given for it,

(c) set out the date on which the foreign corporation was incorporated or, if its status as a foreign corporation resulted from an amalgamation, the date of that amalgamation, or if it is a limited liability company, the date on which it was organized, and any incorporation, amalgamation or other identifying number or designation given to it by the foreign corporation's jurisdiction,

(d) set out the foreign corporation's jurisdiction,

(e) set out the mailing address and the delivery address for the head office of the foreign corporation, whether or not the head office is in British Columbia,

(f) set out the name of, the mailing address for and the delivery address for each of the attorneys, if any, appointed for the foreign corporation,

(g) set out the following information respecting directors of the foreign corporation or, in the case of a foreign corporation that is a limited liability company, of the managers:

(i) the full name of each of the directors or managers and the prescribed address or addresses for each of those persons;

(ii) the date on which each director or manager was elected or appointed;

(iii) the name of any office in the foreign corporation held by a director or manager, and the date of that person's appointment to the office, and

(h) set out any other prescribed information.

Registration as an extraprovincial company

376 (1) After a foreign corporation complies with section 375 to the satisfaction of the registrar, the registrar must, if the foreign corporation is a federal corporation, and may, in any other case, file the registration statement referred to in section 375 (1) (b) and register the foreign corporation as an extraprovincial company.

(2) After a foreign corporation is registered as an extraprovincial company under subsection (1), the registrar must

(a) provide to the extraprovincial company

(i) a certificate of registration showing that the foreign corporation is registered as an extraprovincial company, and

(ii) a certified copy of the filed registration statement,

(b) mail a certified copy of the registration statement to the mailing addresses of each of the attorneys, if any, referred to in the registration statement who have not received a certified copy of the filed registration statement under paragraph (a) (ii), and

(c) publish a notice of the registration in the Gazette.

Effect of registration

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

(2) Subject to the provisions of this Act, to the laws of British Columbia and to the laws of any other jurisdiction that are or may be applicable to it, an extraprovincial company may, for the purpose of carrying on business in British Columbia, exercise in British Columbia the powers contained in or permitted by its charter.

(3) Registration of a foreign corporation as an extraprovincial company does not entitle the foreign corporation to do either of the following:

(a) carry on any business or exercise any power that its charter restricts it from carrying on or exercising;

(b) exercise any of its powers in a manner inconsistent with its charter.

(4) No act of a foreign corporation that carries on business in British Columbia, including a transfer of property, rights or interests to it or by it, is invalid merely because

(a) the act is inconsistent with its charter, or

(b) the foreign corporation was not, at the time of that act, registered as an extraprovincial company.

Amalgamation of extraprovincial company

378 (1) If an amalgamation between an extraprovincial company and one or more other corporations results in a foreign corporation, a notice of amalgamation of extraprovincial company in the prescribed form must be filed with the registrar within 2 months after the effective date of the amalgamation.

(2) The notice of amalgamation of extraprovincial company referred to in subsection (1) must be filed with the information and records that the registrar requires.

(3) After the notice of amalgamation of extraprovincial company referred to in subsection (1) is filed with the registrar, the registrar must

(a) prepare a new certificate of registration of the amalgamated extraprovincial company,

(b) provide to the amalgamated extraprovincial company the certificate of registration prepared under paragraph (a) and a certified copy of the filed notice of amalgamation of extraprovincial company, and

(c) publish a notice of the amalgamation in the Gazette.

(4) From the date of the certificate of registration prepared under subsection (3) (a), the amalgamated extraprovincial company is seized of and holds and possesses all land located in British Columbia of the amalgamating extraprovincial companies.

Extraprovincial companies to file annual report

379 Subject to section 406 (2), an extraprovincial company must annually, within 2 months after the anniversary of its registration as an extraprovincial company or after any other date that may be prescribed, file with the registrar an annual report in the prescribed form containing information that was correct as of the most recent anniversary.

Extraprovincial companies to notify registrar of changes

380 (1) An extraprovincial company must file with the registrar a notice of change in respect of any change that renders incorrect or incomplete the information on file with the registrar in respect of the extraprovincial company.

(2) A notice of change required by subsection (1) must be

(a) in the prescribed form, and

(b) submitted for filing with the registrar promptly after the occurrence of the change in respect of which the notice is filed.

(3) Without limiting subsections (1) and (2), if information on file with the registrar is rendered incorrect or incomplete by a change in respect of persons identified as directors or officers or, in the case of a foreign corporation that is a limited liability company, as managers of an extraprovincial company, the extraprovincial company must include the following information in the notice of change filed in relation to that change:

(a) if the person is identified as a director or manager of the extraprovincial company and has ceased to hold office as a director or manager, the date on which that person ceased to hold office as a director or manager;

(b) if the person is identified as holding an office in the extraprovincial company and has ceased to hold that office, the date on which that person ceased to hold that office.

Change of name of extraprovincial companies

381 (1) If a foreign corporation that is registered as an extraprovincial company changes its name and the registrar receives a copy of the document from the foreign corporation's jurisdiction evidencing that change of name, the registrar must, if the extraprovincial company has reserved that name under section 23, provide to the extraprovincial company a certificate showing the change of name.

(2) If an extraprovincial company's name is changed to a name that does not comply with the prescribed requirements and the other requirements set out in Division 2 of Part 2, the registrar may order the extraprovincial company to change its name to one that the registrar approves or to adopt an assumed name in the manner and on the terms contemplated by section 26.

(3) If, in response to an order of the registrar under subsection (2), a foreign corporation adopts an assumed name in the manner and on the terms contemplated by section 26, the registrar must provide to the extraprovincial company a certificate showing

(a) the change of name, and

(b) the assumed name under which the foreign corporation is to carry on business in British Columbia.

(4) This section does not apply to a federal company.

 
Division 2 -- Attorneys for Extraprovincial Companies

Attorneys to be appointed

382 (1) An extraprovincial company must have

(a) a charter under which its head office is in British Columbia, or

(b) one or more attorneys.

(2) An extraprovincial company that complies with subsection (1) (a) may have one or more attorneys.

(3) For the purposes of this Division, each attorney for an extraprovincial company must be resident in British Columbia.

First attorneys

383 If the registration statement filed to register a foreign corporation as an extraprovincial company identifies one or more attorneys, the extraprovincial company has those persons as its first attorneys, and the mailing addresses and delivery addresses for those attorneys are the mailing addresses and delivery addresses respectively set out for those attorneys on the registration statement.

Existing attorneys

384 A person who, as a result of an appointment made under a former Companies Act, was an attorney for a pre-existing extraprovincial company immediately before the coming into force of this Act is, on the day on which this Act comes into force, an attorney for the extraprovincial company, and the address shown for that person in the corporate register on the day on which this Act comes into force becomes, on that date, both the mailing address and the delivery address of that attorney.

Authorization of attorneys

385 Each person referred to in section 384 in relation to an extraprovincial company, each attorney identified for an extraprovincial company in its registration statement and each attorney appointed by an extraprovincial company under this Division is deemed to be authorized by the extraprovincial company

(a) to accept service of process on its behalf in each legal proceeding by or against it in British Columbia, and

(b) to receive each notice to it.

Appointment of attorneys

386 (1) An extraprovincial company may, after its registration statement has been filed with the registrar, appoint one or more attorneys and must, after that appointment, file with the registrar an appointment in the prescribed form for each attorney so appointed.

(2) An appointment filed with the registrar under subsection (1) must include the full name of the attorney and the attorney's mailing address and the delivery address of the attorney's place of business.

(3) An attorney specified in an appointment filed with the registrar under subsection (1) becomes an attorney for the appointing extraprovincial company,

(a) if neither the date nor the time is specified by the appointment, on the date and time that the appointment is filed with the registrar,

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

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

(ii) the beginning of the date specified, or

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

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

(ii) the date and time specified.

(4) After an appointment filed with the registrar under subsection (1) becomes effective, the registrar must provide a certified copy of the appointment to the attorney.

Change of address for attorney

387 (1) In order to change the mailing address or the delivery address of an attorney for an extraprovincial company, the extraprovincial company or the attorney must

(a) file with the registrar a notice of change of address in the prescribed form to reflect the proposed change, and

(b) if the notice of change of address is submitted for filing by an attorney, mail a copy of the completed notice of change of address to the head office of the extraprovincial company.

(2) The change of address reflected in the notice of change of address filed with the registrar under this section takes effect,

(a) if neither the date nor the time is specified by the notice of change of address, on the date and time that the notice of change of address is filed with the registrar,

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

(i) the date and time that the notice of change of address is filed with the registrar, and

(ii) the beginning of the date specified, or

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

(i) the date and time that the notice of change of address is filed with the registrar, and

(ii) the date and time specified.

(3) After the change of mailing address or delivery address of an attorney takes effect under subsection (2), the registrar must provide a certified copy of the notice of change of address to the extraprovincial company.

Revocation of appointments of attorneys

388 (1) An extraprovincial company may revoke the appointment of an attorney by filing with the registrar a revocation of appointment in the prescribed form.

(2) The registrar must file the revocation of appointment if the registrar is satisfied that, at the time that the revocation of appointment becomes effective to terminate the appointment of the attorney referred to in that record, the extraprovincial company complies with section 382 (1).

(3) A revocation of appointment becomes effective to terminate the appointment of the attorney referred to in that record on the later of

(a) the beginning of the day on which the extraprovincial company complies with section 382 (1), despite the revocation, and

(b) whichever of the following applies:

(i) if neither the date nor the time is specified by the revocation of appointment, on the date and time that the revocation of appointment is filed with the registrar;

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

(A) the date and time that the revocation of appointment is filed with the registrar, and

(B) the beginning of the date specified;

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

(A) the date and time that the revocation of appointment is filed with the registrar, and

(B) the date and time specified.

(4) After a revocation of appointment becomes effective to terminate the appointment of the attorney referred to in that record, the registrar must

(a) mail a certified copy of the revocation of appointment to the person whose appointment has been revoked at the mailing address last shown for that person in the corporate register, and

(b) provide a certified copy of the revocation of appointment to the extraprovincial company.

Resignations of attorneys

389 (1) An attorney for an extraprovincial company who intends to resign must

(a) give at least 2 months' written notice of the resignation to the extraprovincial company at its head office, and

(b) promptly submit a copy of the resignation notice to the registrar for filing.

(2) After receiving a resignation notice under subsection (1) (b), the registrar must accept that notice for filing.

(3) After a resignation notice received under subsection (1) (b) has been filed, the registrar may, by an order sent by registered mail to the mailing address shown for the head office of the extraprovincial company in the corporate register, order the extraprovincial company to comply with section 382 (1) within the period of time specified in the resignation notice.

(4) An extraprovincial company that receives a notice under subsection (1) (a) must, within the period of time specified in that notice,

(a) comply with section 382 (1), and

(b) if another attorney is appointed in accordance with paragraph (a) of this subsection, file with the registrar, on or before the date on which the resignation takes effect, an appointment, in the prescribed form, by which the other attorney becomes an attorney for the extraprovincial company.

(5) An attorney who files a resignation notice with the registrar under subsection (1) ceases to be an attorney for the extraprovincial company when the extraprovincial company revokes that person's appointment under section 388 or, if the appointment is not revoked, on the later of

(a) the beginning of the day that is 61 days after the date on which the resignation notice was filed with the registrar, and

(b) the beginning of the date specified by the resignation notice as the effective date for the resignation.

Obligation to maintain head office or attorney

390 If an event occurs or any action is taken that results in an extraprovincial company ceasing to comply with section 382 (1), the extraprovincial company must, promptly after the event or action,

(a) comply with section 382 (1),

(b) if an attorney is appointed in accordance with paragraph (a) of this subsection, file with the registrar an appointment, in the prescribed form, by which the attorney becomes an attorney for the extraprovincial company, and

(c) cease carrying on business in British Columbia until it has complied with paragraphs (a) and (b) of this subsection.

 
Division 3 -- Liquidation of Extraprovincial Companies

Notice of appointment and change of address

391 (1) The liquidator of an extraprovincial company must file with the registrar

(a) a notice in the prescribed form of the liquidator's appointment within 7 days after that appointment, and

(b) if the address of the liquidator changes, a notice in the prescribed form of the new address of the liquidator within 7 days after that change.

(2) The liquidator of an extraprovincial company must promptly after the liquidator's appointment publish in the Gazette a notice that the extraprovincial company is in liquidation.

Final returns of liquidators

392 (1) A liquidator referred to in section 391 must, on completion of the liquidation, file with the registrar a return in the prescribed form.

(2) The registrar must, after the return referred to in subsection (1) is filed with the registrar, cancel the registration of the extraprovincial company.

 
Division 4 -- Cancellation of Registration of Extraprovincial Companies

Cancellation of registration of defunct extraprovincial companies

393 Without limiting section 392 (2), the registrar must cancel the registration of a foreign corporation as an extraprovincial company if

(a) a notice that the extraprovincial company has ceased to exist is provided to the registrar by the person in the foreign corporation's jurisdiction whose role in that jurisdiction is similar to the role of the registrar in British Columbia, or

(b) the extraprovincial company files with the registrar a notice in the prescribed form that the extraprovincial company has ceased to carry on business in British Columbia

(i) signed by a director or officer of the extraprovincial company, or,

(ii) in the case of a limited liability company registered as an extraprovincial company, signed by a manager or, if the limited liability company does not have a manager, by any member of the limited liability company with signing authority for it.

Suspension or cancellation of registration

394 (1) The Lieutenant Governor in Council may, by order, suspend or cancel the registration of a foreign corporation as an extraprovincial company.

(2) The Lieutenant Governor in Council may restore the registration of a foreign corporation as an extraprovincial company that has had its registration suspended or cancelled.

(3) This section does not apply to a federal corporation.

Registrar's duties on cancellation of registration

395 After a foreign corporation's registration as an extraprovincial company is cancelled under section 392 (2), 393 or 394, the registrar must

(a) publish in the Gazette notice of the cancellation and the date on which the cancellation took place, and

(b) mail notice of the cancellation to the head office of the foreign corporation at the mailing address last shown for that office in the corporate register.

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