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 of the Business Corporations Act, S.B.C. 2002, c. 57, is amended
(a) in subsection (1) in paragraph (a) (i) of the definitions of "exceptional resolution", "special resolution" and "special separate resolution" by striking out ", or any greater period that may be required by the memorandum or articles,", and
(b) in subsection (3) (b) by striking out "first".
2 Section 4 (1) is amended by adding "and any other special Act corporation to which the Company Clauses Act applied before its repeal" after "September 30, 1973".
3 Section 6 (2) is amended by striking out "that is mailed by ordinary mail to the applicable address referred to in section 7 (2) or 8 (2) is deemed to be received by the person to whom it was mailed" and substituting "that is mailed to a person by ordinary mail to the applicable address for that person referred to in section 7 (2) or 8 (2) is deemed to be received by that person".
4 Section 7 is amended
(a) in subsection (1) (c) (i) by striking out "addressed to the applicable address referred" and substituting "addressed to the person at the applicable address for that person referred",
(b) by repealing subsection (1) (c) (ii), and
(c) in subsection (2) by striking out "sent by mail, the record is deemed to be mailed in compliance with that provision if it is mailed in accordance with the requirements of that provision, or, if section 6 (1) (b) (i)" and substituting "sent by mail to a person, the record is deemed to be mailed in compliance with that provision if it is addressed to that person and if it is mailed in accordance with the requirements of that provision, or, in a case to which section 6 (1) (b) (i)".
5 Section 8 is amended
(a) in subsection (1) by striking out "Act, requires" and substituting "Act requires",
(b) in subsection (2) by adding "addressed to that person and" after "furnished to a person by mail when it is", and
(c) in subsection (2) (c) by striking out "shown for the mailing address of its head office" and substituting "to the mailing address shown for its head office".
6 Sections 10 (3) (a), 11 (a), 14, 35 (1), 36 (1) and (2), 38, 39 (2), 40 (5), 41 (6) (a), 51, 106 (a), (b) and (c), 127 (1), 257 (4), 258, 266 (4) (a) and (6), 275 (2) (b), 280, 284 (7) (b), 302 (2) (a), 304, 316 (1) (b), 318, 321 (2) (a), 323 (1), 329 (1) (a), (b), (c) and (d), 343 (1), 356 (3) (a), 362 (1) (a), 371 (2) (a), 375 (5) (a) and (b), 376 (3) (a), 380 (1), 381 (2) (a), 382 (1) (a) (i), 383 (1), 389 (1), 390, 391 (1) and (2), 392, 393 (1), 394, 395 (1) (b), 397 (b) and 437 (2) (a) are amended by striking out "the prescribed form" and substituting "the form established by the registrar".
7 Section 11 (h) is amended by adding ", and the date of each court order altering those special rights or restrictions that was made after," after "special rights or restrictions that was passed after".
8 Section 12 is amended by adding the following subsection:
(6) Despite any wording to the contrary in a security agreement or other record, a change to a company's articles in accordance with subsection (5) does not constitute a breach or contravention of, or a default under, the security agreement or other record, and is deemed for the purposes of the security agreement or other record not to be an alteration to the charter of the company.
9 Section 17 is amended by striking out "On and after the date of incorporation of a company under this Act, the incorporators and all other shareholders" and substituting "On and after the incorporation of a company, the shareholders".
10 Sections 18, 268 (2), 282 (3), 305 (2), 364 (1) and 365 (1) are amended by striking out "under this Act".
11 Section 22 is amended by adding the following subsection:
(5) A name that the registrar for good and valid reasons disapproves contravenes the requirements of this Division.
12 Section 25 (3) is repealed and the following substituted:
(3) Subject to section 256, a company may translate its name into any other language and may be designated by that translation of the name outside Canada if the translation of the name is set out in
(a) the memorandum, or
(b) the notice of articles in accordance with section 11 (f) and in the articles in accordance with section 12 (2) (c) (iii).
13 Section 39 (7) is repealed and the following substituted:
(7) The registered office of the company is transferred to the residence address specified in the application under subsection (2) at the beginning of the day following the date on which the application is filed with the registrar.
(7.1) If a company to which subsection (7) applies has a notice of articles, the company's notice of articles is, at the time that its registered office is transferred, altered to reflect that transfer.
14 Section 40 is amended
(a) in subsection (4) (a) by striking out "at the time and", and
(b) by repealing subsection (6) and substituting the following:
(6) The registered office of a company is eliminated at the beginning of the day following the date on which the notice of elimination of registered office is filed with the registrar.
15 Section 42 is amended
(a) in subsection (1) (p) (ii) by adding "referred to in section 185 (1)" after "financial statements",
(b) in subsection (2) (a) (iv) by striking out "(iii) (A) and (B)" and substituting "(iii)", and
(c) in subsection (2) (d) by striking out "records relating to the period before the amalgamation" and substituting "records, relating to the period before the amalgamation,".
16 Sections 47 (2) (d) and 49 (3) (d) are amended by striking out "section 167 (8)." and substituting "section 167 (8) or 322 (4)."
17 Section 54 is amended
(a) in subsection (1) (m) by striking out "class or series of" and substituting "of its", and
(b) in subsection (3) (c) (i) by striking out "shareholders'".
18 Section 57 (1) (a) is amended by striking out "Company Act" and substituting "Business Corporations Act".
19 Sections 58 (2) and 80 (2) (d) are amended by striking out "memorandum or" wherever it appears.
20 Section 59 (4) is amended by striking out "share in that class" and substituting "share of that class".
21 Section 60 (4) is amended by striking out "share in that series" and substituting "share of that series".
22 Section 63 (2) is repealed and the following substituted:
(2) The issue price for a share with par value must be
(a) set by a directors' resolution, and
(b) equal to or greater than the par value of the share.
23 Section 70 (1) is amended by striking out "a company may pay a dividend," and substituting "a company may declare a dividend, and may pay that dividend,".
24 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, and
(b) 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.
25 Section 73 is amended by adding ", or, in the case of an amalgamation, of the amalgamating corporation," after "that was the capital of the company".
26 Section 77 is amended by striking out "and" at the end of paragraph (a), by adding ", and" at the end of paragraph (b) and by adding the following paragraph:
(c) subject to any restriction in its memorandum or articles, otherwise acquire any of its shares.
27 Section 111 is amended by adding the following subsection:
(9) A company must not at any time close its central securities register.
28 Section 113 is amended by striking out "A share in a company" and substituting "A share of a company".
29 Section 114 is amended by renumbering the section as section 114 (1) and by adding the following subsection:
(2) Nothing in subsection (1) requires that an instrument of transfer be provided in relation to an involuntary transfer including, without limiting this, in relation to a transfer effected under section 244 (3) or 300 (7), or in relation to a redemption.
30 Section 117 is amended by striking out "a share in the company," and substituting "a share of the company,".
31 Section 121 (2) (b) is amended by striking out "or" at the end of subparagraph (i), by renumbering subparagraph (ii) as subparagraph (iv) and by adding the following subparagraphs:
(ii) in the case of an amalgamation under section 273, was, immediately before the recognition of the amalgamated company, a director of the holding corporation,
(iii) in the case of an amalgamation under section 274, was, immediately before the recognition of the amalgamated company, a director of the amalgamating company the shares of which were not cancelled on the amalgamation, or .
32 Section 123 is amended
(a) in subsection (1) (a) by adding "before or after the individual's designation, election or appointment," after "written consent,", and
(b) in subsection (1) (a) (ii) by striking out "section 121 (2) (b) (ii)," and substituting "section 121 (2) (b) (iv),".
33 Section 129 (4) (a) (ii) is repealed and the following substituted:
(ii) the individual was never designated, elected or appointed to the office in relation to which the order is sought under this section or, if designated, elected or appointed, held office as a director for a period other than the period in relation to which the order is sought, or .
34 Section 132 (2) (b) is amended by striking out "consent resolution" and substituting "unanimous resolution".
35 Section 134 is amended
(a) by repealing paragraph (a) and substituting the following:
(a) may appoint as directors, to hold office until the vacancies are filled under the memorandum or articles, filled by the shareholders under section 131 (a) or filled in any manner contemplated by section 132, the number of individuals that, when added to the number of remaining directors, will constitute a quorum, and , and
(b) in paragraph (b) by striking out "paragraph (a)." and substituting "paragraph (a) of this section."
36 Section 135 (1) (a) (i) is repealed and the following substituted:
(i) call a meeting of the shareholders, incorporators or subscribers, as the case may be, for the election or appointment of directors, and .
37 Section 137 is amended
(a) 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",
(b) by adding the following subsection:
(1.1) A provision of the articles is effective to transfer powers of the directors to manage or supervise the management of the business and affairs of the company if the provision clearly indicates, by express reference to this section or otherwise, the intention that the powers be transferred to the proposed transferee. , and
(c) in subsection (3) by adding "in relation to that right, power, duty or liability" after "regulations to a director or directors".
38 Section 138 (2) (d) is amended by striking out "secured".
39 Section 147 (2) (a) is amended by striking out "a former Companies Act," and substituting "any of the former Companies Acts that were in effect on or after the date on which the disclosable interest arose,".
40 Section 157 is amended
(a) by repealing subsection (2), and
(b) by renumbering subsection (3) as subsection (2).
41 Section 166 (b) is repealed and the following substituted:
(b) may be held at a location outside British Columbia if
(i) the location is provided for in the articles,
(ii) the articles do not restrict the company from approving a location outside of British Columbia for the holding of the general meeting and the location for the meeting is
(A) approved by the resolution required by the articles for that purpose, or
(B) if no resolution is required for that purpose by the articles, approved by ordinary resolution, or
(iii) the location for the meeting is approved in writing by the registrar before the meeting is held.
42 Section 167 is amended
(a) in subsection (8) by striking out "general meeting," and substituting "general meeting in accordance with subsection (5) of this section,", and
(b) in subsection (9) by striking out "subsection (8) of this section," and substituting "subsection (8),".
43 Section 182 (4) is amended by striking out "annual general meeting, on the application of a company," and substituting "annual general meeting of a company, on the application of the company,".
44 Section 187 is amended in paragraphs (a) and (b) of the definition of "qualified shareholder" by striking out "the beneficial owner" and substituting "a registered owner or beneficial owner".
45 Section 188 is amended
(a) in subsection (1) (b) by striking out "beneficially own, at the time of signing," and substituting "are, at the time of signing, registered owners or beneficial owners of",
(b) in subsection (1) (c) by striking out "4 months" and substituting "3 months",
(c) in subsection (1) (d) (ii) by striking out "beneficially owned by that signatory," and substituting "owned by that signatory as a registered owner or beneficial owner,",
(d) by repealing subsection (1) (d) (iii) and substituting the following:
(iii) unless the name of the registered owner has already been provided under subparagraph (i), providing the name of the registered owner of those shares. , and
(e) in subsection (3) by striking out "1 000 words in length." and substituting "1 000 words in length and, for the purposes of this subsection, the proposal does not include the signatures referred to in subsection (1) (a) or (b) and the declarations referred to in subsection (1) (d)."
46 Section 189 (5) (b) is amended by striking out "section 188 (1);" and substituting "section 188 (1) or exceeds the maximum length established by section 188 (3);".
47 Section 194 (3) is repealed and the following substituted:
(3) An entry in a central securities register or branch securities register of a company, or a share certificate or a non-transferable written acknowledgement issued by a company, is evidence that the person in whose name the shares are registered or to whom the share certificate or non-transferable written acknowledgement is issued is the owner of the shares described in that securities register or in that certificate or non-transferable written acknowledgement.
48 Section 195 (8) (a) is repealed and the following substituted:
(a) the portions of any minutes of meetings of directors, or of any consent resolutions of directors, that contain disclosures under this section, and .
49 Section 227 (3) (l) is amended by striking out "interested person," and substituting "interested person".
50 Section 239 is amended
(a) in subsection (3) and (3) (a) by striking out "registered and beneficial owner" and substituting "registered owner and the beneficial owner", and
(b) in subsection (4) by striking out "If the shareholder waves a right" and substituting "If a shareholder waives a right".
51 Section 240 (3) is amended by adding ", or voted in favour of," after "who has not consented to".
52 Section 242 is amended
(a) in subsection (2) (a) by striking out "section 240 (2) (b)" and substituting "section 240 (2) (b) or (3) (b)", and
(b) in subsection (4) (a) and (b) by striking out "registered and beneficial owner" and substituting "registered owner and beneficial owner".
53 Section 243 (2) is amended by striking out "A notice of the intention to proceed sent under subsection (1) of this section must" and substituting "A notice sent under subsection (1) (a) or (b) of this section must".
54 Section 245 (4) is repealed and the following substituted:
(4) If a dissenter receives a notice under subsection (1) (b) or (3) (b),
(a) the dissenter may, within 30 days after receipt, withdraw the dissenter's notice of dissent, in which case the company is deemed to consent to the withdrawal and this Division, other than section 247, ceases to apply to the dissenter with respect to the notice shares, or
(b) if the dissenter does not withdraw the notice of dissent in accordance with paragraph (a) of this subsection, the dissenter retains a status as a claimant against the company, to be paid as soon as the company is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the company but in priority to its shareholders.
55 Section 256 (2) (c) is repealed and the following substituted:
(c) change its articles in accordance with section 12 (5), 372 (4), 434 (1) (a) or 438 (4).
56 Section 257 (3) is amended by adding ", or has been made by a court order," after "section 259 (4) (b)".
57 Section 259 (4) is amended by striking out "If the notice of articles reflects information contained in a provision of the articles, and that provision in the articles is to be altered, the company must" and substituting "If an alteration to the articles would, on becoming effective, render incorrect or incomplete any information in the notice of articles or alter special rights or restrictions attached to shares, the company must".
58 Sections 271 (3) (c) and 290 (1) (b) (ii) are amended by striking out "on the request," and substituting "on request,".
59 Section 274 (c) is repealed and the following substituted:
(c) the amalgamating company the shares of which are not to be cancelled under paragraph (b) (i) of this section, if a pre-existing company, has complied with section 370 (1) (a) and (b) or 436 (1) (a) and (b).
60 Section 275 is amended
(a) by repealing subsection (1) (b) and substituting the following:
(b) if any of the amalgamating corporations are foreign corporations, there must be provided to the registrar the records and information the registrar may require, including, without limitation, any proof required by the registrar regarding the standing of the foreign corporation in the foreign corporation's jurisdiction, and there must be filed with the registrar any records the registrar may require, including, without limitation, an authorization for the amalgamation from the foreign corporation's jurisdiction. ,
(b) in subsection (2) (a) (ii) by striking out "on behalf of" and substituting "from", and
(c) in subsection (2) (c) (i) and (d) (i) by striking out "the form prescribed" and substituting "the form established by the registrar".
61 Section 278 is amended by adding the following subsection:
(3.1) Section 276 does not apply in respect of court orders referred to in subsection (3) (b) of this section.
62 Section 285 is amended by adding "to which the amalgamated foreign corporation will be subject" after "foreign corporation's jurisdiction".
63 Sections 286 (3) and 311 (3) are amended by striking out "on the date on which" and substituting "when".
64 Section 289 (1) (a) is repealed and the following substituted:
(a) in respect of an arrangement proposed with the shareholders of the company, the shareholders approve the arrangement
(i) by a special resolution, or
(ii) if any of the shares held by the shareholders do not otherwise carry the right to vote, by a resolution of the company's shareholders passed by at least a special majority of the votes cast by the company's shareholders, .
65 Section 291 (5) (a) is amended by striking out "provisions of the order made in respect of the arrangement take effect under sections 292 to 295, and" and substituting "provisions of the order take effect, and".
66 Sections 292 to 299 are repealed and the following substituted:
292 Subject to sections 293 and 294, if any of the provisions of an arrangement that is approved by a court order under section 291 will, on taking effect, alter information shown in the corporate register, the company must
(a) provide to the registrar the records and information the registrar requires, and file with the registrar the records the registrar requires, to give effect to each provision of the arrangement that will alter information shown in the corporate register, and
(b) concurrently with the first record filed under paragraph (a), file with the registrar a copy of the entered court order.
293 (1) This section applies if
(a) the company in respect of which an arrangement has been approved by a court order under section 291 is a pre-existing company that has not complied with section 370 or 436, and
(b) a provision of the arrangement will, on taking effect, alter the company's memorandum or otherwise affect the company so that information contained in its memorandum is incorrect or incomplete.
(2) In the circumstances referred to in subsection (1) of this section, the company must, promptly after the making of the order and before complying with section 292, comply with section 370 or 436, as the case may be.
294 (1) This section applies if an arrangement is approved by a court order under section 291 and a provision of the arrangement will, on taking effect, alter the company's articles or otherwise affect the company so that information contained in its articles is incorrect or incomplete.
(2) In the circumstances referred to in subsection (1) of this section, if the company is a pre-existing company that has not complied with section 370 or 436, the company must, promptly after the making of the order and before complying with section 292, comply with section 370 or 436, as the case may be.
(3) Promptly after the making of an order referred to in subsection (1) of this section and, in the case of a company to which subsection (2) applies, after compliance by the company with subsection (2), the company must alter its articles in accordance with the order by depositing a copy of the entered order at the company's records office.
(4) Section 259 (4) to (6) applies to an alteration to the articles referred to in subsection (3) of this section, including, without limiting this, to a change of name or an adoption or change of any translation of name, and, for that purpose, a reference in section 259 (4) to (6) to a resolution is deemed to be a reference to the court order obtained under section 291.
295 (1) If a provision of an arrangement approved by a court order under section 291 will, on taking effect, result in an amalgamation under which a company and one or more corporations amalgamate and continue as one company, the court may, by order, provide for the incidental, consequential and supplemental matters necessary to ensure that the amalgamation is fully and effectively carried out and, without limiting this, may make orders respecting the articles, notice of articles, directors, registered office and records office applicable to the amalgamated company.
(2) On an amalgamation referred to in subsection (1), the amalgamated company has, as its articles,
(a) the articles ordered by the court, or
(b) if paragraph (a) of this subsection does not apply,
(i) Table 1, or
(ii) if any of the amalgamating corporations is a pre-existing reporting company, Table 1 and the Statutory Reporting Company Provisions.
296 The provisions of this Act that set out the effect of an alteration to the notice of articles, an amalgamation, a liquidation or another occurrence of a particular type, including the provisions that impose obligations on the registrar in relation to occurrences of that type and the provisions respecting when the occurrence takes effect, apply to an occurrence of that type that is effected under an arrangement.
297 (1) On and from the time at which a provision of an arrangement takes effect, the provision is binding on the company and on the persons with whom the arrangement was proposed.
(2) Nothing in this section affects the rights of a company and a dissenter under Division 2 of Part 8.
298 (1) A company may abandon an arrangement if
(a) the directors pass a resolution resolving not to proceed with the arrangement,
(b) the arrangement is abandoned before any of the provisions of the arrangement take effect, and
(c) any records filed with the registrar in relation to the arrangement are withdrawn.
(2) Neither the company nor the shareholders, creditors or other persons with whom an arrangement is proposed are bound by the provisions of the arrangement if the company abandons the arrangement in accordance with subsection (1).
(3) Promptly after the company abandons an arrangement in accordance with subsection (1), the directors must send notice to that effect to the shareholders, creditors or other persons with whom the arrangement was proposed.
299 (1) Subject to subsection (2), at any time after records referred to in section 292 are filed with the registrar, the company or any other person who appears to the registrar to be an appropriate person to do so may withdraw those records by filing with the registrar a notice of withdrawal in the form established by the registrar identifying those records.
(2) Records filed under section 292 must not be withdrawn unless
(a) all of the records filed under section 292 are withdrawn under subsection (1) of this section, and
(b) the records are withdrawn under subsection (1) before any of the provisions of the arrangement take effect.
67 Section 302 (1) (b) is repealed and the following substituted:
(b) the foreign corporation must provide to the registrar the records and information the registrar may require, including, without limitation, any proof required by the registrar regarding the standing of the foreign corporation in the foreign corporation's jurisdiction, and must file with the registrar any records the registrar may require, including, without limitation, an authorization for the continuation from the foreign corporation's jurisdiction, and .
68 Section 312 is amended by repealing paragraph (a) of the definition of "commencement of the liquidation" and substituting the following:
(a) for a voluntary liquidation commenced under Division 3, the date and time on which the special resolution referred to in section 319 (1) is passed or if the special resolution specifies a date, or a date and time, for the commencement of the liquidation that is later than the date and time on which the special resolution is passed, the specified date and time or, if no time is specified, the beginning of the specified date, or .
69 Section 321 (2) is amended by adding the following paragraph:
(a.1) set out the commencement of the liquidation, .
70 Section 324 (3) is amended by adding "either by liquidating and dissolving the company or" after "entitled to relief".
71 Section 330 is amended
(a) by adding the following paragraph:
(c.1) without limiting paragraph (c), if the records that the company is required to keep at its records office have been physically transferred to a new location, promptly after that change occurs, file with the registrar a notice of change of address, in the form established by the registrar, to transfer the location of the records office to that new location, and section 35 (3) applies, , and
(b) by repealing paragraph (k) and substituting the following:
(k) annually, within 2 months after each anniversary of the date of the recognition of the company, file with the registrar, instead of an annual report for the company under section 51, a liquidation report in the form established by the registrar containing information that is current to the most recent anniversary, .
72 Section 334 (1) (c) is amended by striking out "and" at the end of subparagraph (vii), by adding ", and" at the end of subparagraph (viii) and by adding the following subparagraph:
(ix) change one or both of the mailing address and delivery address of one or both of the company's registered office and records office by filing with the registrar a notice of change of address in the form established by the registrar, and section 35 (3) applies.
73 Section 349 (1) is amended by striking out "and includes," and substituting "and includes".
74 Section 351 (3) is repealed and the following substituted:
(3) The person who is required under subsection (2) to retain and produce a dissolved company's records must promptly file the following records with the registrar as applicable:
(a) if there was no application for dissolution, a notice of location of dissolved company's records in the form established by the registrar;
(b) if the location of the dissolved company's records changes, a notice of change respecting dissolved company's records, in the form established by the registrar, setting out the new location of those records;
(c) if, as a result of a court order under subsection (2) (c), the identity of the person having custody of the dissolved company's records changes, a notice of change respecting dissolved company's records in the form established by the registrar and a copy of the entered order by which that change is effected;
(d) if the period within which the dissolved company's records must be retained is reduced under subsection (2), a notice of change respecting dissolved company's records in the form established by the registrar and a copy of the entered order by which that reduction is effected.
75 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 court orders that the person is 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), ordered by the court to be an appropriate person to make the application.
76 Section 355 is amended
(a) in subsection (1) by striking out "If a company has been dissolved, or if" and substituting "If, for any reason, a company has been dissolved, or", and
(b) in subsection (2) (b) (ii) by striking out "if none, to the last address" and substituting "if none, to the address inside British Columbia that was the last address".
77 Section 357 (1) (b) is amended by striking out "subsection (2) (b) of section 355" and substituting "section 355 (2) (b)".
78 Section 362 (2) is amended by striking out "section 363, unless the court orders otherwise in an entered order of which a copy has been filed with the registrar, the registrar, after the restoration application is filed with the registrar, must" and substituting "section 363 (2) and (3), unless the court orders otherwise in an entered order of which a copy has been filed with the registrar, the registrar, after a restoration application is filed with the registrar under subsection (1) (a) of this section, must".
79 Section 364 is amended
(a) in subsection (3) (a) by adding ", immediately before its dissolution," after "the company was",
(b) in subsection (3) (b) by striking out ", immediately before its dissolution,", and
(c) in subsection (4) by adding "as if it had not been dissolved," after "continued in existence".
80 Section 367 (1) is amended
(a) in paragraph (a) by striking out "and" at the end of subparagraph (ii),
(b) in paragraph (b) (i) by adding "and a certified copy of the restoration application" after "that certificate",
(c) in paragraph (b) (ii) by adding ", and" after "applicant", and
(d) by adding the following paragraph:
(c) furnish to the company a certified copy of the notice of articles, if any.
81 Section 368 (3) is amended by striking out "other assets disposed of by the government" and substituting "other assets paid or provided by the minister".
82 Section 370 (1) (c) (ii) is amended by striking out "the shares of the company that had been issued by the company, or transferred, within 6 years before the dissolution, and if, despite the dissolution, shares had been issued or transferred after dissolution and before restoration, those shares, and, with respect to the shares referred to in this subparagraph," and substituting "if, despite the dissolution of the company, shares had been issued or transferred after dissolution and before restoration, those shares, and, with respect to those shares,".
83 Section 371 is amended
(a) in subsection (1) by striking out "and" at the end of paragraph (b), by adding ", and" at the end of paragraph (c) and by adding the following paragraph:
(d) there has been filed with the registrar all records necessary to ensure that the information in the corporate register respecting the directors of the company is, immediately before the post-restoration transition application is submitted to the registrar for filing, correct. , and
(b) in subsection (2) (b) by repealing subparagraph (i) and substituting the following:
(i) sets out the name and prescribed address of each individual who was, immediately before the time of the filing, a director of the company,
(i.1) sets out the mailing address and delivery address of the office that was, immediately before the time of the filing, the registered office of the company,
(i.2) sets out the mailing address and delivery address of the office that was, immediately before the time of the filing, the records office of the company, .
84 Section 372 is amended
(a) by repealing subsection (3) (a), and
(b) by adding the following subsection:
(4) In addition to effecting the alterations referred to in subsection (3), the pre-existing company must ensure that its articles comply with section 12 (1) (b) and (c) and (2) (c) and, for that purpose, any individual may make the changes to the articles that are necessary to ensure that those articles comply with those provisions, whether or not there has been any resolution to direct or authorize those changes.
85 Section 373 (2) is amended by striking out "under section 370 (1) (a) and the alteration to the articles under section 370 (1) (b)" and substituting "in accordance with section 370 (1) (a), an alteration to the articles in accordance with section 370 (1) (b) and a change to the articles in accordance with section 372 (4)".
86 Section 375 (6) is amended by striking out "Sections 384 and 385" and substituting "Sections 27 (1), 384 and 385".
87 Section 376 is amended by adding the following subsection:
(4) At any time, before or after a foreign entity is registered as an extraprovincial company, the registrar may order the 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.
88 Section 378 (1) is amended by striking out "under this Part".
89 Section 379 is amended
(a) in subsection (1) by striking out "If an extraprovincial" and substituting "If a foreign entity that is registered as an extraprovincial",
(b) in subsection (1) (a) by striking out "company in the prescribed form," and substituting "company that complies with subsection (1.1),",
(c) by adding the following subsection:
(1.1) 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 extraprovincial 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 section 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. ,
(d) in subsection (2) (a) (iii) by striking out "the date and time shown" and substituting "the date, and the time, if any, shown",
(e) in subsection (2) by adding the following paragraph:
(a.1) furnish to each attorney of the amalgamated extraprovincial company a copy of the notice of amalgamation of extraprovincial company, ,
(f) in subsection (2) (b) by striking out "that certificate" and substituting "the certificate referred to in paragraph (a)",
(g) in subsection (3) by striking out "From the date of" and substituting "From the time of", and
(h) by adding the following subsection:
(4) At any time, before or after a certificate of registration is issued under subsection (2), 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.
90 Section 382 is amended by adding the following subsection:
(5) At any time, before or after a certificate is issued under subsection (3) (a), the registrar may order the 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.
91 Section 395 (5) is amended by striking out "on the date that" and substituting "when".
92 Section 405 is repealed.
93 Section 408 is amended by adding the following subsections:
(1.1) Any notice, application or other record that, under this Act, may or must be submitted for filing with the registrar or provided to the registrar must be submitted or provided in a form and with the contents satisfactory to the registrar.
(1.2) The registrar may establish different forms for use by different classes of corporations or limited liability companies.
94 Section 409 is repealed and the following substituted:
409 (1) In this section, "future dated filing" means a record, referred to in section 410 (1) (b), that specifies a date or a date and time on which the record is to take effect that is later than the date and time on which the record is filed.
(2) Once a future dated filing is made in relation to a corporation or a limited liability company, the registrar is not to file any other record in relation to the corporation or limited liability company until that future dated filing has taken effect, except that,
(a) if the record is or includes a copy of an entered court order, the registrar is to withdraw the future dated filing and file the record, or
(b) if the record is a notice of withdrawal of the future dated filing, the registrar may file the notice of withdrawal and withdraw the future dated filing.
(3) Nothing in this section removes from a corporation or a limited liability company the obligation to make any filing it is obliged to make with the registrar under this Act.
(4) Despite any other provision of this Act, if, before a future dated filing affecting a company or extraprovincial company takes effect, the company is dissolved or the registration of the extraprovincial company is cancelled, the future dated filing is deemed to be withdrawn when the company is dissolved or the extraprovincial company's registration is cancelled.
95 Section 412 (3) (a) (ii) is amended by striking out "directly to the computer of the recipient," and substituting "to the recipient,".
96 Section 416 is amended by striking out "regulations" and substituting "registrar".
97 Section 417 (a) is amended by striking out "must sign, and furnish" and substituting "must furnish".
98 Section 436 (1) (c) is repealed and the following substituted:
(c) supplement the information registered in its central securities register under section 111 (1) by registering in its central securities register the shares of the company that were held by shareholders of the company on the coming into force of this Act, and, with respect to those shares,
(i) the name and last known address of each of those shareholders,
(ii) the class, and any series, of those shares, and
(iii) the number of those shares held by each of those shareholders.
99 Section 437 is amended
(a) in subsection (1) by striking out "and" at the end of paragraph (b), by adding ", and" at the end of paragraph (c) and by adding the following paragraph:
(d) there has been filed with the registrar all records necessary to ensure that the information in the corporate register respecting the directors of the company is, immediately before the transition application is submitted to the registrar for filing, correct. , and
(b) in subsection (2) (b) by repealing subparagraph (i) and substituting the following:
(i) sets out the name and prescribed address of each individual who was, immediately before the time of the filing, a director of the company, .
100 Section 438 is amended
(a) in subsection (3) by repealing paragraph (a), and
(b) by adding the following subsection:
(4) In addition to effecting the alterations referred to in subsection (3), the pre-existing company must ensure that its articles comply with section 12 (1) (b) and (c) and (2) (c) and, for that purpose, any individual may make the changes to the articles that are necessary to ensure that those articles comply with those provisions, whether or not there has been any resolution to direct or authorize those changes.
101 Section 439 (2) is amended by striking out "under section 436 (1) (a) and the alteration to the articles under section 436 (1) (b)" and substituting "in accordance with section 436 (1) (a), an alteration to the articles in accordance with section 436 (1) (b) and a change to the articles in accordance with section 438 (4)".
102 Section 443 (b) is amended by adding "or, if none, the address inside British Columbia," after "outside British Columbia".
103 The heading to the Schedule is amended by striking out "Company Act" and substituting "Business Corporations Act".
104 The Schedule is amended
(a) in item 5 by adding "or assumed name" after "change of name",
(b) in item 7 by striking out "through the B.C. Online information service using a person's own computer terminal" and substituting "by persons other than government personnel",
(c) by repealing item 8,
(d) in item 11 by striking out "British Columbia or continuation out of British Columbia" and substituting "British Columbia, continuation out of British Columbia or amalgamation under Division 4 of Part 9",
(e) in item 15 by adding ", other than a transition application or a post-restoration transition application," after "any record",
(f) by repealing items 17 and 18, and
(g) in items 19 and 20 by striking out "filings" and substituting "filing".
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