Bill 5 — 2009: Finance Statutes Amendment Act, 2009

HER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of British Columbia, enacts as follows:

SECTION 1: [Business Corporations Act, section 399.2] clarifies regulation-making powers.

1 Section 399.2 of the Business Corporations Act, S.B.C. 2002, c. 57, is amended

(h) respecting the form or manner in which the registrar may accept records, filings, applications, information, forms, notices and fees

(iii) in respect of foreign entities from a designated province that are registered as extraprovincial companies; ,

(iii) foreign entities from a designated province that are registered as extraprovincial companies; , and

(c) in subsection (3) (b) by striking out "companies recognized under this Act," and substituting "companies,".

SECTION 2: [Business Corporations Act, Schedule] corrects a typographical error.

2 Item 1 of the Schedule is amended in Column 1 by striking out "amalgamation or restoration or restoration of a company" and substituting "amalgamation or restoration of a company".

SECTION 3: [Business Corporations Act, Schedule] updates a term consistent with recent amendments to the Act.

3 Item 2 of the Schedule is amended in Column 1 by striking out "restoration of an extraprovincial company" and substituting "reinstatement of an extraprovincial company".

SECTION 4: [Business Number Act, section 5] repeals and replaces section 5 to authorize a public body to require a business entity to provide business information in the form and manner required by the public body to facilitate the supply of goods or services to the public body.

4 Section 5 of the Business Number Act, S.B.C. 2003, c. 50, is repealed and the following substituted:

Collection of business information — form and manner

the public body may require the business entity to provide business information to the public body in the form and manner required by that public body.

SECTION 5: [Business Number Act, section 7] repeals and replaces section 7 to authorize a public body to require a business entity to provide its business number to facilitate the supply of goods or services to the public body.

Use of business number

SECTION 6: [Cooperative Association Act, section 178.4] clarifies regulation-making powers.

6 Section 178.4 of the Cooperative Association Act, S.B.C. 1999, c. 28, is amended

(i) respecting the form or manner in which the registrar may accept records, filings, applications, information, forms, notices and fees

(iii) in respect of extraprovincial corporations from a designated province that are registered as extraprovincial associations; ,

(iii) extraprovincial corporations from a designated province that are registered as extraprovincial associations; , and

(c) in subsection (3) (b) by striking out "associations incorporated or continued under this Act," and substituting "associations or persons or eligible organizations,".

SECTION 7: [Cooperative Association Act, section 199] applies the offence provision to contraventions of the regulations.

7 Section 199 (a.3) is amended by adding ", or of the regulations," after "of this Act".

SECTION 8: [Credit Union Incorporation Act, section 83] corrects a numbering error.

8 Section 83 of the Credit Union Incorporation Act, R.S.B.C. 1996, c. 82, is amended by renumbering the second subsection (3) as subsection (5).

SECTION 9: [Financial Institutions Act, section 1] amends the definition of "insurance business" and adds a new subsection to capture the insurance of risks in British Columbia by insurers outside the Province.

9 Section 1 of the Financial Institutions Act, R.S.B.C. 1996, c. 141, is amended

(a) in subsection (1) in the definition of "insurance business" by striking out "means the business of" and substituting "means", and

(5) An activity referred to in paragraph (a) of the definition of "insurance business" in subsection (1), whether or not the activity is conducted in British Columbia, is conclusively deemed for the purposes of this Act to constitute the carrying on of insurance business in British Columbia if the risk or peril is located in British Columbia.

SECTION 10: [Financial Institutions Act, section 76] sets out some exceptions to the requirements in section 75 of the Act for carrying on insurance business.

(c) an insurance agent licensed under Division 2 of Part 6 who is authorized by the resident to effect the contract of insurance may negotiate or procure a contract of insurance between a resident of British Columbia and an insurer prohibited by section 75 from carrying on business in British Columbia, subject to the requirements or conditions, if any, imposed by regulation,

(d) an insurer referred to in paragraph (c) may, without a business authorization, enter into a contract of insurance in the circumstances set out in that paragraph, and

(e) a person or insurer is exempted from the requirement to have a business authorization to carry on insurance business when permitted by the regulations.

SECTION 11: [Financial Institutions Act, section 289] allows regulations to set qualifications in respect of insurance agents who deal with insurers who are prohibited by section 75 of the Act from carrying on insurance business and allows further exceptions to the requirements in section 75 of the Act to be made by regulation.

(i) establishing requirements or conditions that must be met by an insurance agent referred to in that section, and

(g.2) for the purposes of section 76 (1) (e), exempting a person or insurer from the requirement to have a business authorization, unconditionally, on conditions or in specified circumstances, .

SECTION 12: [Mortgage Brokers Act, section 8] enables the registrar of mortgage brokers to

order a registered person to cease an activity or carry out specified remedial actions,
order a formerly registered person to carry out specified remedial actions or pay an administrative penalty,
suspend or cancel a person's registration, or order a person to cease an activity or carry out specified remedial actions if the person has been convicted of an offence or contravened laws in respect of mortgage brokerage, real estate, insurance or securities,
order a person who should be or should have been registered, but is or was not, to cease an activity, carry out specified remedial actions or pay an administrative penalty, and
make certain orders without a hearing if the registrar considers the time it would take for a hearing would be prejudicial to the public interest.

12 Section 8 of the Mortgage Brokers Act, R.S.B.C. 1996, c. 313, is amended

(1) After giving a person registered under this Act an opportunity to be heard, the registrar may do one or more of the following:

(d) order the person to carry out specified actions that the registrar considers necessary to remedy the situation;

(e) the person would be disentitled to registration if the person were an applicant under section 4;

(f) the person is in breach of this Act, the regulations or a condition of registration;

(g) the person is a party to a mortgage transaction that is harsh and unconscionable or otherwise inequitable;

(h) the person has made a statement in a record filed or provided under this Act that, at the time and in the light of the circumstances under which the statement was made, was false or misleading with respect to a material fact or that omitted to state a material fact, the omission of which made the statement false or misleading;

(i) the person has conducted or is conducting business in a manner that is otherwise prejudicial to the public interest;

(j) the person is in breach of a provision of Part 2 or 5 of the Business Practices and Consumer Protection Act prescribed under section 9.1 (2). ,

(b) in subsection (1.1) by striking out "paragraphs (b) to (e)" and substituting "paragraphs (f) to (i)",

(1.2) After giving a person who was formerly registered under this Act an opportunity to be heard, the registrar may do one or both of the following:

(a) order the person to carry out specified actions that the registrar considers necessary to remedy the situation;

if, in the opinion of the registrar, any of paragraphs (f) to (i) of subsection (1) applied to the person while the person was registered.

(1.3) After giving a person registered under this Act an opportunity to be heard, the registrar may do one or more of the following:

(d) order the person to carry out specified actions that the registrar considers necessary to remedy the situation;

(e) has been convicted of an offence in Canada or another jurisdiction arising from business, a transaction or a course of conduct related to mortgages, mortgage brokerage, real estate, insurance or securities, or

(f) has been found by a regulator or court in Canada or another jurisdiction to have contravened the laws of the jurisdiction respecting mortgages, mortgage brokerage, real estate, insurance or securities.

(1.4) After giving a person an opportunity to be heard, the registrar may do one or more of the following:

(b) order the person to carry out specified actions that the registrar considers necessary to remedy the situation;

if, in the opinion of the registrar, the person was or is carrying on business as a mortgage broker or submortgage broker without being registered as required by this Act. , and

(2) If the length of time that would be required to give a person an opportunity to be heard under subsection (1), (1.2), (1.3) or (1.4) would, in the registrar's opinion, be prejudicial to the public interest, the registrar may, without giving the person an opportunity to be heard, suspend a registration under subsection (1) (a) or (1.3) (a) or make an order under subsection (1) (c) or (d), (1.2) (a), (1.3) (c) or (d) or (1.4) (a) or (b).

(3) If under subsection (2) the registrar suspends registration or makes an order without giving a person an opportunity to be heard, the registrar must promptly send written notification of the suspension or order to the person and to the tribunal.

SECTION 13: [Mortgage Brokers Act, section 8.1] allows registrar's orders under section 8 to be filed in the Supreme Court and to have the same effect as an order of that court.

(a) in subsection (1) by striking out "an order under section 8 (1), imposing an administrative penalty," and substituting "an order under section 8", and

(2) An order of the registrar filed under subsection (1) has the same force and effect, and all proceedings may be taken on the order, as if it were an order of the Supreme Court.

SECTION 14: [Mortgage Brokers Act, section 9] stipulates that the new types of registrar's orders, when made without a hearing, are not automatically suspended on appeal.

14 Section 9 (3) is amended by adding "or an order" after "suspension of registration".

SECTION 15: [Partnership Act, section 131] clarifies regulation-making powers.

(j) respecting the form or manner in which the registrar may accept records, filings, applications, information, forms, notices and fees

(ii) in respect of foreign partnerships, limited partnerships and extraprovincial limited liability partnerships from a designated province; , and

(ii) foreign partnerships, limited partnerships and extraprovincial limited liability partnerships; .

SECTION 16: [Securities Act, section 1]

defines a subclass of self regulatory bodies;
provides clarification to ensure that an evolving class of self regulatory bodies is caught by the Act.

16 Section 1 (1) of the Securities Act, R.S.B.C. 1996, c. 418, is amended by adding the following definitions:

(a) regulates the auditing or review of financial statements that are required to be filed under this Act, and

"self regulatory body" means a regulatory body other than a government or governmental authority; .

SECTION 17: [Securities Act, sections 32.1 to 32.4]

limits the duties of an auditor oversight body to audit-related activities only;
allows an auditor oversight body to apply a rule, standard or policy, set by another regulator, without independently assessing the effectiveness of that rule, standard or policy;
provides an auditor oversight body with a statutory power to compel the disclosure of information from its members or participants, other than privileged information which requires consent;
prevents auditor oversight bodies, and their directors, officers and employees and agents, from being compelled to give evidence in third-party proceedings.

Duties of auditor oversight body

32.1 For the purposes of section 26, an auditor oversight body is not required to regulate the operations, standards of practice and business conduct of its members or participants except to the extent that the regulation relates to the auditing or review of financial statements that are required to be filed under this Act.

Auditor oversight body may adopt rules, standards or policies

32.2 For the purposes of performing its duties under section 26, an auditor oversight body may adopt a rule, standard or policy for regulating its members or participants on the basis that a government, a governmental authority or another regulatory body applies the same rule, standard or policy.

Auditor oversight body may require disclosure

32.3 (1) If a member or participant of an auditor oversight body receives from the auditor oversight body a written request to provide information or records relevant to the auditing or review of financial statements that are required to be filed under this Act, the member or participant must provide the information or records specified, or that are within the class described, in the request, including information or records relating to or prepared by an issuer whether or not the issuer is named in the request.

(2) An auditor oversight body may, in a written request under subsection (1), specify a reasonable time or interval when the information or records are to be provided to the auditor oversight body.

(3) For greater certainty, if a member or participant of an auditor oversight body is in possession of information or a record that is subject to solicitor-client privilege, the member or participant must not provide the information or record to the auditor oversight body unless the person, in respect of which the solicitor-client privilege exists, consents to its disclosure.

(4) If a person consents to the disclosure to an auditor oversight body of information or a record that is subject to solicitor-client privilege, the consent neither negates nor constitutes a waiver of solicitor-client privilege and the privilege continues for all other purposes.

Directors, officers of auditor oversight body not compellable

32.4 An auditor oversight body or a director, officer, employee or agent of an auditor oversight body must not be required to testify or produce evidence, in any proceeding to which the auditor oversight body is not a party other than a criminal proceeding, about records or information obtained in the discharge of the auditor oversight body's duties.

SECTION 18: [Securities Act, section 141] allows the executive director to order the disclosure of information in the possession of an auditor oversight body and other entities recognized under section 24.

SECTION 19: [Securities Act, section 170] provides immunity to auditor oversight bodies, and their directors, officers, servants and agents, and clarifies the immunity of directors of designated organizations.

(a) by striking out "a member of a designated organization, an officer," and substituting "a director, officer,", and

(b) by adding "an audit oversight body, a director, officer, servant or agent of an audit oversight body," before "an employee appointed to administer this Act".

SECTION 20: [Securities Act, section 183] clarifies the regulation-making powers regarding the suspension of privileges arising from the failure to pay fees.

(35.1) imposing restrictions or requirements on a registrant, or suspending a registrant, if the registrant does not pay a fee required under this Act; .

SECTION 21: [Securities Act, section 183] enacts a regulation-making power that can be used to limit the commission's or executive director's access to information or documents in the possession of auditor oversight bodies.

(45.4) prescribing classes of documents or records to which the commission or executive director must not have access when exercising a power under Part 4 or 17 in relation to an auditor oversight body; .

SECTION 22: [Securities Act, section 184] specifies that the commission's power to make rules, regarding the suspension of privileges arising from the failure to pay fees, is the same as the regulation-making power.

22 Section 184 (2) (c) is amended by adding "(35.1)," after "(35),".

SECTION 23: [Trade, Investment and Labour Mobility Agreement Implementation Act, section 44] corrects a typographical error.

23 Section 44 of the Trade, Investment and Labour Mobility Agreement Implementation Act, S.B.C. 2008, c. 39, is amended by striking out "section 16" in both places and substituting "sections 16".

SECTION 24: [Trade, Investment and Labour Mobility Agreement Implementation Act, section 48] corrects a typographical error.

24 Section 48 is amended by striking out "section 16 (3)" in both places and substituting "16 (3)".

Commencement

25 The provisions of this Act referred to in column 1 of the following table come into force as set out in column 2 of the table:

Explanatory Notes