Business Corporations Act

October 31, 2002

1944036832/02057/tlc02057_f

E4tlc02057

Interpretation and Application

Interpretation

Definitions

In this Act:

affidavit , when used in relation to a person, means,

if the person is an individual, an affidavit or statutory declaration of the individual,

if the person is a corporation, an affidavit or statutory declaration of a director or officer of the corporation,

if the person is a partnership, an affidavit or statutory declaration of a partner of the partnership, or

if the person is a limited liability company, an affidavit or statutory declaration of

a manager of the limited liability company, or

if the limited liability company does not have a manager, any member of the limited liability company with signing authority for it;

affiliate means a corporation that is affiliated with another corporation within the meaning of

section 2;

agent or employee of the government includes an independent contractor employed by the government;

alter includes create, add to, vary and delete;

amalgamated company means the company resulting from an amalgamation of corporations contemplated by

section 269 or 295;

annual reference date means, for an annual reference period applicable to a company,

the date in that annual reference period on which the company holds its annual general meeting, or,

if the company does not hold an annual general meeting in that annual reference period,

the date, in that annual reference period, selected by the shareholders under

section 182 (3), or

if no such date is selected, the last day of that annual reference period,

and includes, for a pre-existing company that has neither held an annual general meeting under this Act nor passed a resolution under

section 182 (2) that complies with

section 182 (3), the first annual reference date applicable to that company under

section 183;

annual reference period means, in relation to a company, the period that

begins on

the date of the recognition of the company, or

if the company has had one or more annual reference dates, the day following the date of the most recent of those annual reference dates, and

ends on the date by which the company is required, under

section 182 (1) without reference to

section 182 (2) to (5), to hold the annual general meeting that is to follow the date referred to in paragraph (

a) of this definition;

appoint , in relation to a director of a company, means appoint within the meaning of subsection (3) of this section;

articles means the record described in

section 12, and includes

the articles or articles of association of a pre-existing company,

the bylaws of a company incorporated

under a former Companies Act , if that Act did not provide for articles or articles of association, or

by a special or private Act, and

any other record that under this Act constitutes the articles of a company;

attorney , except in the first usage of the term in each of paragraphs (

a) and (

b) of

section 444 (1), means, in relation to an extraprovincial company, a person who is an attorney for the extraprovincial company within the meaning of Division 2 of

Part 11;

auditor includes

a partnership of auditors carrying on the business of an auditor, and

a corporation, or a partnership of corporations, carrying on the business of an auditor;

Authority means the BC Financial Services Authority established under

section 2 of the Financial Services Authority Act ;

authorized share structure means the kinds, classes and series of shares, and the limits, if any, on the number of shares of those kinds, classes and series of shares, that a company is authorized, by its articles, notice of articles or memorandum, to issue;

beneficially own includes own through any trustee, personal or other legal representative, agent or other intermediary;

benefit company means a company that has a benefit statement in its notice of articles;

benefit provision , in relation to a benefit company, means the provision in the benefit company's articles that sets out certain commitments, required under

section 51.992 (2);

benefit report , in relation to a benefit company, means a report produced under

section 51.994 (2);

benefit statement , in relation to a benefit company, means the statement in the benefit company's notice of articles, required by

section 51.992 (1);

branch securities register means a register maintained under

section 111 (2);

British Columbia corporation means

a company, or

a corporation, other than a company or a foreign corporation, that is created in or continued into British Columbia;

central securities register means the register maintained under

section 111 (1);

charter , in relation to a corporation, includes

the corporation's articles, notice of articles or memorandum, regulations, bylaws or agreement or deed of settlement, and

if the corporation was incorporated, continued or converted by or under, or if the corporation resulted from an amalgamation under,

an Act, statute, ordinance, letters patent, certificate, declaration or other equivalent instrument or provision of law, that record;

class meeting means a meeting of shareholders who hold shares of a particular class of shares;

community contribution company means a company that has, in its notice of articles, the statement referred to in

section 51.911 (1);

community contribution report means a report produced under

section 51.96 (2);

company means

a corporation, recognized as a company under this Act or a former Companies Act , that has not, since the corporation's most recent recognition or restoration as a company, ceased to be a company, or

a pre-existing trust company or a pre-existing insurance company;

Company Act , 1996 means the Company Act , R.S.B.C. 1996, c. 62;

completing party means

an individual who, in respect of a record that may be submitted to the registrar for filing on a paper form, inserts in the applicable spaces on the paper form information needed to complete the form,

an individual who, in respect of a record that may be submitted to the registrar for filing by any other prescribed method, communicates to the registrar by that prescribed method information needed to complete the record, or

an individual who, in respect of a record that may be submitted to the registrar for filing by an agent or employee of the government, gives to the agent or employee of the government, information needed to complete the record

but does not include an individual who, in that individual's capacity as an agent or employee of the government, inserts or communicates information needed to complete the record;

consent resolution means,

in the case of a resolution of shareholders that may be passed as an ordinary resolution, a resolution referred to in paragraph (

b) of the definition of "ordinary resolution",

in the case of any other resolution of shareholders, a unanimous resolution, or

in the case of a resolution of directors or a committee of directors, a resolution passed in accordance with

section 140 (3) (a);

corporate register means the information filed with or recorded by the registrar under this Act or a former Companies Act , and includes any corrections made to that information by the registrar under this Act or a former Companies Act , but does not include the memorandum and articles for a pre-existing company that has complied with

section 370 (1) (

a) or 436 (1) (a);

corporation means a company, a body corporate, a body politic and corporate, an incorporated association or a society, however and wherever incorporated, but does not include a municipality or a corporation sole;

court , except in sections 118, 124 (2) (b), 246 (f), 277 (3) (b) (iii), 404 (1), 408 (1.01) and 429 (2), means the Supreme Court and, in sections 118, 124 (2) (b), 246 (f), 277 (3) (b) (iii), 404 (1), 408 (1.01) and 429 (2), includes the Supreme Court;

debenture includes an instrument, secured or unsecured, issued by a corporation if that instrument is

in bearer form or in registered form,

of a kind commonly dealt in on securities exchanges or markets, or commonly recognized in any area in which it is issued or dealt in as a medium for investment, and

evidence of an obligation or indebtedness of the corporation,

but does not include negotiable unsecured promissory notes maturing within one year after the date of issue;

deliver , except in

section 95, means physically deliver;

delivery address means, for an office, the location of that office identified by an address that describes a unique and identifiable location that

is accessible to the public during statutory business hours for the delivery of records, and

except in the case of the head office of an extraprovincial company, is in British Columbia,

but does not include a post office box;

director means,

in relation to a company, an individual who is a member of the board of directors of the company as a result of having been elected or appointed to that position, or

in relation to a corporation other than a company, a person who is a member of the board of directors or other governing body of the corporation regardless of the title by which that person is designated;

electronic meeting means a fully electronic meeting or a partially electronic meeting;

exceptional resolution means

a resolution passed at a general meeting under the following circumstances:

notice of the meeting specifying the intention to propose the resolution as an exceptional resolution is sent to all shareholders holding shares that carry the right to vote at general meetings at least the prescribed number of days before the meeting;

the articles provide that, of the votes cast on the resolution by shareholders voting shares that carry the right to vote at general meetings, a specified majority must be cast in favour of the resolution before it can pass as an exceptional resolution;

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the majority of votes specified by the articles under subparagraph (ii) is greater than a special majority;

not less than the majority of votes specified by the articles under subparagraph (ii) is cast in favour of the resolution by shareholders voting shares that carry the right to vote at general meetings, or

a resolution passed by being consented to in writing by all of the shareholders holding shares that carry the right to vote at general meetings;

executive director means the executive director appointed under

section 8 of the Securities Act ;

extraprovincial company means, as the case may be,

a foreign entity registered under

section 377 as an extraprovincial company or under

section 379 as an amalgamated extraprovincial company, or

a foreign entity registered as an extraprovincial company or as an amalgamated extraprovincial company under regulations made in accordance with Division 4 of

Part 11,

and includes a pre-existing extraprovincial company;

federal corporation means a corporation to which both of the following apply:

the most recent of the following was effected by or under

an Act of Canada:

the incorporation of the corporation;

a continuation of the corporation or any other transfer by a similar process into the federal jurisdiction;

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an amalgamation or similar process from which the corporation resulted;

the corporation has not, since that incorporation, continuation or amalgamation or similar process, been discontinued by or under

an Act of Canada;

filed , in respect of a record filed with the registrar, means filed in accordance with

section 408 (1);

financial institution means

an insurance company, or

a trust company;

financial statement includes any notes to it;

first director means an individual designated as a director of a company on the notice of articles that applies to the company when it is recognized under this Act;

foreign corporation means a corporation that

is not a company,

has issued shares,

is not required under the Cooperative Association Act to be registered under that Act, and

was

incorporated otherwise than by or under

an Act,

continued under

section 308 or otherwise transferred by a similar process into a jurisdiction other than British Columbia, or

iii

the result of an amalgamation under Division 4 of

Part 9 or a similar process, or of an amalgamation or similar process in a jurisdiction other than British Columbia,

and includes an extraprovincial corporation within the meaning of the Financial Institutions Act ;

foreign corporation's jurisdiction means, in respect of a foreign corporation,

the jurisdiction in which the corporation was incorporated,

if the corporation resulted from an amalgamation or similar process, the jurisdiction in which the most recent amalgamation or similar process occurred, or

if the corporation has, since the later of its incorporation and any amalgamation or similar process from which the corporation resulted, been continued or otherwise transferred by a process similar to continuation, the jurisdiction into which the corporation was most recently continued or transferred;

foreign entity means a foreign corporation or a limited liability company;

foreign entity's jurisdiction means,

in the case of a foreign corporation, the foreign corporation's jurisdiction, or

in the case of a limited liability company, the jurisdiction in which the limited liability company is organized;

former Companies Act means

The Companies Act, 1862 of the Imperial Parliament, 25 and 26 Victoria,

chapter 89, brought into force in British Columbia by The Companies' Ordinance, 1866 (British Columbia) and The Companies' Ordinance, 1869 (British Columbia),

the Companies Act , S.B.C. 1878, c. 5,

the Companies Act , S.B.C. 1888, c. 21,

the Companies Act, 1890 , S.B.C. 1890, c. 6,

the Companies Act, 1897 , S.B.C. 1897, c. 2,

the Companies Act , S.B.C. 1910, c. 7, including the Companies Act , R.S.B.C. 1911, c. 39,

the Companies Act, 1921 , S.B.C. 1921, c. 10, including the Companies Act , R.S.B.C. 1924, c. 38,

the Companies Act , S.B.C. 1929, c. 11, including the Companies Act , R.S.B.C. 1936, c. 42, the Companies Act , R.S.B.C. 1948, c. 58 and the Companies Act , R.S.B.C. 1960, c. 67, or

the Companies Act , S.B.C. 1973, c. 18, including the Company Act , R.S.B.C. 1979, c. 59 and the Company Act , 1996;

fully electronic meeting means a meeting in which persons are entitled to participate solely by telephone or other communications medium, as set out in the notice for the meeting, if all persons attending the meeting are able to participate in it, whether by telephone or other communications medium;

furnish , in relation to records that must or may be furnished by the registrar, means furnish in accordance with

section 8;

general meeting means a general meeting of shareholders;

head office includes, in the case of a federal corporation, the federal corporation's registered office;

holding corporation means the first of the corporations referred to in

section 2 (4);

incorporation agreement means an agreement referred to in

section 10;

incorporator means each person who, before an incorporation application is submitted to the registrar for filing, signs the incorporation agreement respecting the company under

section 10;

insolvent , except in

section 313,

in relation to a company other than a financial institution, means unable to pay the company's debts as they become due in the ordinary course of its business, or

in relation to a financial institution, includes unable to pay the company's debts as they become due in the ordinary course of its business;

inspect , if used in relation to a record, means examine and take extracts from that record;

insurance company has the same meaning as in the Financial Institutions Act ;

kind , if used in relation to shares, means a kind of shares within the meaning of

section 52 (1) (a) (i);

legal proceeding includes a civil, criminal, quasi-criminal, administrative or regulatory action or proceeding;

limited company means a company that is not an unlimited liability company;

limited liability company means a business entity that

was organized in a jurisdiction other than British Columbia,

is recognized as a legal entity in the jurisdiction in which it was organized,

is not a corporation, and

is not a partnership, including, without limitation, a limited partnership or a limited liability partnership;

mail means mail in accordance with

section 6 (1);

mailing address includes the correct postal code or equivalent, if any;

manager means, in relation to a limited liability company, any person elected, appointed or otherwise designated by the members of the limited liability company to manage its business and affairs;

meeting of shareholders includes a general meeting, a class meeting, a series meeting and a meeting contemplated by

section 271 (6) (a) (ii), 284 (4) (a) (ii) or 289 (1) (c);

memorandum means, in relation to a pre-existing company, the record that constituted the company's memorandum under the Company Act , 1996;

office , when referring to premises, means premises for which a unique mailing address or delivery address exists;

ordinary resolution means a resolution

passed at a general meeting by a simple majority of the votes cast by shareholders voting shares that carry the right to vote at general meetings, or

passed, after being submitted to all of the shareholders holding shares that carry the right to vote at general meetings, by being consented to in writing by shareholders holding shares that carry the right to vote at general meetings who, in the aggregate, hold shares carrying at least a special majority of the votes entitled to be cast on the resolution;

partially electronic meeting means a meeting in which persons are entitled to participate in person or by telephone or other communications medium, as set out in the notice for the meeting, if all persons attending the meeting are able to participate in it, whether by telephone, by other communications medium or in person;

person who maintains the records office for the company includes a company that maintains its own records office;

pre-existing company means

a company that was recognized as a company under a former Companies Act , or

a pre-existing trust company or a pre-existing insurance company;

Pre-existing Company Provisions means the provisions prescribed by the Lieutenant Governor in Council under

section 442.1 (1);

pre-existing extraprovincial company means a foreign entity, registered as an extraprovincial company, that was licensed or registered as an extraprovincial company under a former Companies Act ;

pre-existing insurance company has the same meaning as in the Financial Institutions Act ;

pre-existing reporting company means a corporation that was, immediately before the coming into force of this Act, a reporting company within the meaning of the Company Act , 1996, and includes each financial institution in existence at the time of the coming into force of

section 64 of the Finance Statutes Amendment Act, 2011 , but does not include

a reporting issuer,

a reporting issuer equivalent, or

a corporation within a prescribed class of corporations;

pre-existing trust company has the same meaning as in the Financial Institutions Act ;

proxy means a record by which a shareholder appoints a person as the nominee of the shareholder to attend and act for and on behalf of the shareholder at a meeting of shareholders;

public company means a company that

is a reporting issuer,

is a reporting issuer equivalent,

has registered its securities under the Securities Exchange Act of 1934 of the United States of America,

has any of its securities, within the meaning of the Securities Act , traded on or through the facilities of a securities exchange, or

has any of its securities, within the meaning of the Securities Act , reported through the facilities of a quotation and trade reporting system;

publish means, in relation to a record that is a company's financial statements or an auditor's report on those financial statements,

place the record before the shareholders at an annual general meeting and deposit the record in the company's records office, or

if the company does not hold an annual general meeting within the period required by

section 182 (1), deposit the record in the company's records office on or before the annual reference date that relates to that annual general meeting;

qualifying debentureholder means a person who holds a debenture and who was the holder of that debenture immediately before the coming into force of this Act;

recognized , in respect of a company, means recognized under

section 3;

registered owner , in relation to a share, means the person who is registered as the owner of the share in the central securities register or a branch securities register of a company, or, for a pre-existing company that has not complied with

section 370 (1) (

c) or 436 (1) (c), in the register of members or a branch register of members maintained by the pre-existing company under the Company Act , 1996;

registrar means, except in sections 110 (1) (

b) and 245 (2) (a), the person appointed as the Registrar of Companies under

section 400;

reporting issuer has the same meaning as in the Securities Act ;

reporting issuer equivalent means a corporation that, under the laws of any Canadian jurisdiction other than British Columbia, is a reporting issuer or an equivalent of a reporting issuer;

Securities Commission means the British Columbia Securities Commission continued under

section 4 of the Securities Act ;

securities register means a central securities register or a branch securities register maintained under

section 111, and, for a pre-existing company that has not complied with

section 370 (1) (

c) or 436 (1) (c), includes the pre-existing company's register of members and branch register of members maintained by the pre-existing company under the Company Act , 1996;

security interest means an interest in or a charge on property, rights or interests of a corporation, to secure payment of a debt or performance of an obligation;

send means send in accordance with

section 7;

senior officer means, in relation to a corporation,

the chair and any vice chair of the board of directors or other governing body of the corporation, if that chair or vice chair performs the functions of the office on a full time basis,

the president of the corporation,

any vice president in charge of a principal business unit of the corporation, including sales, finance or production, and

any officer of the corporation, whether or not the officer is also a director of the corporation, who performs a policy making function in respect of the corporation and who has the capacity to influence the direction of the corporation;

separate resolution means a resolution on which only shareholders holding shares of a particular class or series of shares are entitled to vote;

series meeting means a meeting of shareholders who hold shares of a particular series of shares;

serve , except in

section 403, means serve in accordance with

section 9;

shareholder , except in

section 385, means a person whose name is entered in a securities register of a company as a registered owner of a share of the company or, until such an entry is made for the company,

in the case of a company incorporated before the coming into force of this Act, a subscriber,

in the case of a company incorporated under this Act, an incorporator, or

in the case of a company that has been recognized within the meaning of

section 3 (1) (

b) or (d), a person who, immediately before the corporation was recognized as a company, held one or more shares of the corporation;

special Act corporation means a corporation, incorporated by

an Act, that

has not been recognized as a company, and

has not been converted into a society under

section 96 (2) of the Societies Act ;

special majority means, in respect of a company,

the majority of votes that the articles specify is required for the company to pass a special resolution at a general meeting, if that specified majority is at least 2/3 and not more than 3/4 of the votes cast on the resolution, or

if the articles do not contain a provision contemplated by paragraph (a), 2/3 of the votes cast on the resolution or, if the company is a 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, 3/4 of the votes cast on the resolution;

special resolution means

a resolution passed at a general meeting under the following circumstances:

notice of the meeting specifying the intention to propose the resolution as a special resolution is sent to all shareholders holding shares that carry the right to vote at general meetings at least the prescribed number of days before the meeting;

the majority of the votes cast by shareholders voting shares that carry the right to vote at general meetings is cast in favour of the resolution;

iii

the majority of votes cast in favour of the resolution constitutes at least a special majority, or

a resolution passed by being consented to in writing by all of the shareholders holding shares that carry the right to vote at general meetings;

special rights or restrictions , in relation to shares of a company, includes special rights and restrictions, whether preferred, deferred or otherwise, and whether in regard to redemption or return of capital, conversion into or exchange for the same or any other number of any other kind, class or series of securities of the company or of any other corporation, dividends, voting, nomination, election or appointment of directors or other control, or otherwise, and for the purposes of this definition the words "special rights" and the word "restrictions", when used in this Act, whether together or separately, have a corresponding meaning;

special separate resolution means

a resolution passed at a class meeting or series meeting under the following circumstances:

notice of the meeting specifying the intention to propose the resolution as a special separate resolution is sent to all shareholders holding shares of that class or series of shares at least the prescribed number of days before the meeting;

when voting on the resolution, shareholders voting shares of that class or series of shares vote in favour of the resolution by at least the following majority:

the majority specified by the memorandum or articles as being required to pass a special separate resolution of those shareholders, or, if no such majority is specified, to pass a separate resolution of those shareholders, if that majority is at least 2/3 and not more than 3/4 of the votes cast on the resolution;

if clause (

A) does not apply and the company is a 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, 3/4 of the votes cast on the resolution;

if clauses (

A) and (

B) do not apply, 2/3 of the votes cast on the resolution, or

a resolution passed by being consented to in writing by all of the shareholders holding shares of the applicable class or series of shares;

spouse means a person who

is married to another person, or

is living with another person in a marriage-like relationship;

statutory business hours means the hours between 9 o'clock in the morning and 4 o'clock in the afternoon, local time, Saturdays and holidays excepted;

Statutory Reporting Company Provisions means the provisions prescribed by the Lieutenant Governor in Council under

section 433 (1);

subscriber means a subscriber within the meaning of the Company Act , 1996;

subsidiary means a subsidiary within the meaning of

section 2 (2);

superintendent has the same meaning as in the Financial Institutions Act ;

Table A means Table A in the First

Schedule of a former Companies Act ;

Table 1 means the set of articles prescribed by the Lieutenant Governor in Council under

section 261 (1);

transparency register means a transparency register referred to in

section 119.2;

trust company has the same meaning as in the Financial Institutions Act ;

unanimous resolution means a resolution passed by being consented to in writing by all of the shareholders entitled to vote on the resolution;

unlimited liability company means a company that has, in its notice of articles, the statement referred to in

section 51.11;

warrant means any record issued by a company as evidence of conversion or exchange privileges or options or rights to acquire shares of the company;

wholly owned subsidiary means a subsidiary within the meaning of

section 2 (5).

A reference in the memorandum or articles of a pre-existing company to an "extraordinary resolution" is deemed to be a reference to a special resolution.

An individual is appointed as a director of a company if the individual is

appointed as a director of the company in accordance with

this Act, or

the memorandum or articles of the company,

designated as a director of the company on the notice of articles that applies to the company when it is recognized under this Act, or

declared by the court to be a director of the company.

Corporate relationships

For the purposes of this Act, one corporation is affiliated with another corporation if

one of them is a subsidiary of the other,

both of them are subsidiaries of the same corporation, or

each of them is controlled by the same person.

For the purposes of this Act, a corporation is a subsidiary of another corporation if

it is controlled by

that other corporation,

that other corporation and one or more corporations controlled by that other corporation, or

iii

2 or more corporations controlled by that other corporation, or

it is a subsidiary of a subsidiary of that other corporation.

For the purposes of this section, a corporation is controlled by a person if

shares of the corporation are held, other than by way of security only, by the person, or are beneficially owned, other than by way of security only, by

the person, or

a corporation controlled by the person, and

the votes carried by the shares mentioned in paragraph (

a) are sufficient, if exercised, to elect or appoint a majority of the directors of the corporation.

For the purposes of this Act, a corporation is the holding corporation of a corporation that is its subsidiary.

For the purposes of this Act, a corporation is a wholly owned subsidiary of another corporation if all of the issued shares of the first corporation are held by one or both of

that other corporation, and

a wholly owned subsidiary, or wholly owned subsidiaries, of that other corporation.

When a company is recognized

A company is recognized under this Act

when it is incorporated under this Act,

if the company results from the conversion, under this or any other Act, of a corporation into a company after the coming into force of this Act, when the conversion occurs,

if the company results from an amalgamation of corporations under this Act, when the amalgamation occurs, or

if the company results from the continuation into British Columbia of a foreign corporation under this Act, when the continuation occurs.

A company was recognized under a former Companies Act

when it was incorporated under that Act,

if the company resulted from the conversion, under the former Companies Act or under any other Act, of a corporation into a company before the coming into force of this Act, when the conversion occurred,

if the company resulted from the amalgamation of companies under the former Companies Act , when the amalgamation occurred, or

if the company resulted from the continuation into British Columbia of a foreign corporation under the former Companies Act , when the continuation occurred.

A pre-existing trust company or pre-existing insurance company is, for the purposes of this Act, deemed to have been recognized under a former Companies Act when the company became a trust company or an insurance company.

Application

Special Act corporations

Unless the Act by which a special Act corporation was incorporated provides otherwise, a special Act corporation incorporated after September 30, 1973, a prescribed special Act corporation and a special Act corporation to which the Company Clauses Act applied before its repeal is subject to the following:

the provisions of this Act other than sections 10 to 41, 52, 53, 228, 269 to 300 and 302 to 311 and Parts 11 and 14;

the regulations made under this Act other than

regulations made in respect of sections 10 to 41, 52, 53, 228, 269 to 300 and 302 to 311 and Parts 11 and 14, and

regulations that expressly indicate that they do not apply to special Act corporations.

If there is a conflict or inconsistency between the provisions of this Act or a regulation made under this Act applicable to a special Act corporation referred to in subsection (1) of this

section and a provision of its Act of incorporation, the provision of its Act prevails.

[Repealed 2011-29-3.]

Dissolution

Part 10 applies to the dissolution of a corporation incorporated by or under

an Act, unless that Act or the regulations under that Act provide otherwise.

If there is a conflict or inconsistency between

a provision of

Part 10 made applicable, under subsection (1) of this section, to a corporation, and

a provision of

the Act by or under which the corporation was incorporated, or

a regulation under that Act,

the provision of that Act or regulation, as the case may be, prevails.

Distribution of Records

Mailing of records

A reference in a provision of this Act to mailing a record is a reference to

mailing the record in the manner provided by the provision, or

if no manner is provided,

mailing the record by ordinary mail or registered mail, or

providing the record in any other prescribed manner.

Unless this Act provides otherwise, a record referred to in this Act 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 on

the day, Saturdays and holidays excepted, following the date of mailing, or

if the record is mailed by a corporation and the charter of that corporation provides a later deemed receipt date, that later date.

Sending of records

Unless this Act provides otherwise, a record required or permitted under this Act or the memorandum or articles of a company to be sent by or to a person may be sent

in the manner agreed to by the sender and the intended recipient,

in any manner required by the memorandum or articles if

paragraph (

a) does not apply, and

the record is being sent by one of the following to any of the following:

the company;

a director of the company;

an officer of the company;

a shareholder of the company;

a beneficial owner of shares of the company, or

if neither paragraph (

a) nor paragraph (

b) applies, by any one of the following methods:

mail addressed to the person at the applicable address for that person referred to in subsection (2);

[Repealed 2003-70-4.]

iii

delivery;

any other prescribed method.

If a provision of this Act requires or permits a record to be 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) applies,

for a record mailed to a company, if the record is mailed to the mailing address shown for the company's registered office in the corporate register,

for a record mailed to a shareholder, if the record is mailed to the mailing address shown for the shareholder

in the company's central securities register, or

in the case of a pre-existing company that has not complied with

section 370 (1) (

c) or 436 (1) (c), in the register of members maintained by the company under the Company Act , 1996,

for a record mailed to a director or officer, if the record is mailed to the prescribed address shown for the director or officer in either of the following:

the records kept by the company;

the corporate register,

for a record mailed to an extraprovincial company, if the record is mailed to the mailing address shown for any of its attorneys in the corporate register or, if it does not have any attorneys, to the mailing address shown for its head office in the corporate register, or

in any other case, if the record is mailed to the mailing address of the intended recipient.

Despite any other provision of this Act, if, on 2 consecutive occasions, a company sends a record to one of its shareholders in accordance with subsection (1) of this

section and on each of those occasions the record is returned because the shareholder cannot be located, the company is not required to send any further records to the shareholder until the shareholder informs the company in writing of the shareholder's new address.

Unless this Act, the regulations or the memorandum or articles of a company provide otherwise, any person who has a right under this Act or the memorandum or articles to receive a record may, by providing a written notice to the person from whom the record is to be received,

waive that right, or

extend the time within which the record may be sent, but no extension of time under this paragraph affects the right of the person sending the record to send the record within the time specified under this Act or the memorandum or articles, as the case may be.

Furnishing of records by registrar

Unless this Act provides otherwise, if a provision of this Act requires or permits the registrar to furnish a record to a person, the registrar may furnish that record

by mailing the record by ordinary mail or registered mail,

by complying with a request contemplated by subsection (3), or

by any other prescribed method.

For the purposes of subsection (1), a record is furnished to a person by mail when it is addressed to that person and mailed to that person as follows:

for a record furnished to a company, if the record is mailed to the mailing address shown for the company's registered office in the corporate register;

for a record furnished to a director or officer, if the record is mailed to the prescribed address shown for that person in the corporate register;

for a record furnished to an extraprovincial company, if the record is mailed to the mailing address shown for any of its attorneys in the corporate register or, if it does not have any attorneys, to the mailing address shown for its head office in the corporate register;

in any other case, if the record is mailed to the mailing address shown for that person in the corporate register or, if no address is shown for that person in the corporate register, to the most recent address for that person known to the registrar.

If a request is made to the registrar for a record to be mailed by ordinary mail to a specified person at a specified mailing address or for a record to be made available for pick-up at the registrar's office, the registrar may furnish the record by complying with that request.

Service of records in legal proceedings

Without limiting any other enactment, a record may be served on a company

unless the company's registered office has been eliminated under

section 40, by delivering the record to the delivery address, or by mailing it by registered mail to the mailing address, shown for the registered office of the company in the corporate register,

if the company's registered office has been eliminated under

section 40, in the manner ordered by the court under

section 40 (4) (b), or

in any case, by serving any director, senior officer, liquidator or receiver manager of the company.

Without limiting any other enactment, a record may be served on an extraprovincial company

by delivering the record to the delivery address, or by mailing it by registered mail to the mailing address, shown for the head office of the extraprovincial company in the corporate register if that head office is in British Columbia, or

by serving any attorney for the extraprovincial company or, without limiting this, by delivering the record to the delivery address, or by mailing it by registered mail to the mailing address, shown for any attorney for the extraprovincial company in the corporate register.

Incorporation

Formation of Companies

Formation of company

One or more persons may form a company by

entering into an incorporation agreement,

filing with the registrar an incorporation application, and

complying with this Part.

An incorporation agreement must

contain the agreement of each incorporator to take, in that incorporator's name, one or more shares of the company,

for each incorporator,

have a signature line with the full name of that incorporator set out legibly under the signature line, and

set out legibly opposite the signature line of that incorporator,

the date of signing by that incorporator, and

the number of shares of each class and series of shares being taken by that incorporator, and

be signed on the applicable signature line by each incorporator.

An incorporation application referred to in subsection (1) (

b) must

be in the form established by the registrar,

contain a completing party statement referred to in

section 15,

set out the full names and mailing addresses of the incorporators,

set out

the name reserved for the company under

section 22, and the reservation number given for it, or

if a name is not reserved, a statement that the name by which the company is to be incorporated is the name created,

in the case of a limited company, by adding "B.C. Ltd." or, if the company is a community contribution company, "B.C. Community Contribution Company Ltd.", after the incorporation number of the company, or

in the case of an unlimited liability company, by adding "B.C. Unlimited Liability Company" after the incorporation number of the company, and

contain a notice of articles that reflects the information that will apply to the company on its incorporation.

Notice of articles

Unless this Act provides otherwise, the notice of articles of a company must

be in the form established by the registrar,

set out the name of the company,

set out the full name of, and prescribed address for, each of the directors,

identify the registered office of the company by its mailing address and its delivery address,

identify the records office of the company by its mailing address and its delivery address,

set out, in the prescribed manner, any translation of the company's name that the company intends to use outside Canada,

describe the authorized share structure of the company in accordance with

section 53, and

set out, in respect of each class and series of shares, whether there are special rights or restrictions attached to the shares of that class or series of shares and, if there are or were special rights or restrictions, set out the date of each resolution altering those special rights or restrictions that was passed on or after, and the date of each court order altering those special rights or restrictions that was made on or after,

if the company is a pre-existing company, the day on which this Act comes into force, or

if the company is not a pre-existing company, the date on which the company is recognized under this Act.

[Repealed 2003-71-2.]

Articles

A company must have articles that

set rules for its conduct,

are mechanically or electronically produced, and

are divided into consecutively numbered or lettered paragraphs.

The articles of a company must

set out every restriction, if any, on

the businesses that may be carried on by the company, and

the powers that the company may exercise,

set out, for each class and series of shares, all of the special rights or restrictions that are attached to the shares of that class or series of shares,

subject to subsection (5),

set out the incorporation number of the company,

set out the name of the company, and

iii

set out, in the prescribed manner, any translation of the company's name that the company intends to use outside Canada.

Without limiting subsections (1) and (2), the first set of articles of a company incorporated under this Act must

have a signature line with the full name of each incorporator set out legibly under the signature line, and

be signed on the applicable signature line by each incorporator.

Without limiting subsections (1) and (2), a company may, in its articles, adopt, by reference or by restatement, with or without alteration, all or any of the provisions of Table 1 and, in that case, those adopted provisions form part of the articles.

After the recognition of a company, any individual may insert in the company's articles, whether or not there has been any resolution to direct or authorize that insertion,

the incorporation number of the company, and

the name and any translation of the name of the company.

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.

Incorporation

A company is incorporated

on the date and time that the incorporation application applicable to it is filed with the registrar, or

subject to sections 14 and 410, if the incorporation application specifies a date, or a date and time, on which the company is to be incorporated that is later than the date and time on which the incorporation application is filed with the registrar,

on the specified date and time, or

if no time is specified, at the beginning of the specified date.

After a company is incorporated under this Part, the registrar must issue a certificate of incorporation for the company and must record in that certificate the name and incorporation number of the company and the date and time of its incorporation.

After a company is incorporated under this Part, the registrar must

furnish to the company

the certificate of incorporation, and

if requested to do so, a certified copy of the incorporation application and a certified copy of the notice of articles,

furnish a copy of the incorporation application to the completing party, and

publish in the prescribed manner a notice of the incorporation of the company.

Withdrawal of application for incorporation

At any time after an incorporation application is filed with the registrar and before a company is incorporated in accordance with that incorporation application, an incorporator or any other person who appears to the registrar to be an appropriate person to do so may withdraw the incorporation application by filing with the registrar a notice of withdrawal in the form established by the registrar identifying the incorporation application.

Obligations of completing party

A completing party must,

before an incorporation application is submitted to the registrar for filing to incorporate a company,

examine the articles and incorporation agreement to ensure that both are endorsed within the meaning of subsection (2),

designate as incorporators, in the incorporation application, all of those persons who have endorsed both the articles and the incorporation agreement and no other persons, and

iii

complete the completing party statement in the incorporation application, and

after the company is incorporated, deliver to the delivery address of the company's records office, or mail by registered mail to the mailing address of the company's records office, the originally signed articles and incorporation agreement examined by the completing party.

For the purposes of subsection (1), a record is endorsed if

the record contains a signature line for each signatory with the name of that signatory set out legibly under the signature line,

an original signature has been placed on each of those signature lines, and

the completing party has no reason to believe that the signature placed on a signature line is not the signature of the person whose name is set out under that signature line.

Articles on incorporation

On its incorporation, a company incorporated under this Act has, as its articles, the articles that are signed by the persons designated as incorporators in the incorporation application but if, despite sections 12 and 15, articles have not been signed by all of those persons when the incorporation application is filed with the registrar to incorporate the company, the company has as its articles,

if a set of articles has been signed by one or more of the persons designated as incorporators in the incorporation application, those articles, or

if none of the persons designated as incorporators in the incorporation application have signed articles for the company, Table 1.

Effect of incorporation

On and after the incorporation of a company, the shareholders of the company are, for so long as they remain shareholders of the company, a company with the name set out in the notice of articles, capable of exercising the functions of an incorporated company with the powers and with the liability on the part of the shareholders provided in this Act.

Evidence of incorporation

Whether or not the requirements precedent and incidental to incorporation have been complied with, a notation in the corporate register that a company has been incorporated is conclusive evidence for the purposes of this Act and for all other purposes that the company has been duly incorporated on the date shown and the time, if any, shown in the corporate register.

Effect of notice of articles and articles

Subject to subsection (2), a company and its shareholders are bound by the company's articles and notice of articles in the manner contemplated by subsection (3) from the time at which the company is recognized.

A pre-existing company and its shareholders are bound, in the manner contemplated by subsection (3),

by the company's notice of articles, if any,

by the company's articles, and

subject to

section 373 (3) or 439 (3), as the case may be, by the company's memorandum.

A company and its shareholders are bound by the company's articles and notice of articles or by its memorandum and articles, as the case may be, and by any alterations made to those records under this Act or a former Companies Act , to the same extent as if those records

had been signed and sealed by the company and by each shareholder, and

contained covenants on the part of each shareholder and the shareholder's successors and personal or other legal representatives to observe the articles and notice of articles or memorandum and articles, as the case may be.

Pre-incorporation contracts

In this section:

facilitator means a person referred to in subsection (2) who, before a company is incorporated, purports to enter into a contract in the name of or on behalf of the company;

new company means a company incorporated after a pre-incorporation contract is entered into in the company's name or on the company's behalf;

pre-incorporation contract means a purported contract referred to in subsection (2).

Subject to subsections (4) (

b) and (8), if, before a company is incorporated, a person purports to enter into a contract in the name of or on behalf of the company,

the person is deemed to warrant to the other parties to the purported contract that the company will

come into existence within a reasonable time, and

adopt, under subsection (3), the purported contract within a reasonable time after the company comes into existence,

the person is liable to the other parties to the purported contract for damages for any breach of that warranty, and

the measure of damages for that breach of warranty is the same as if

the company existed when the purported contract was entered into,

the person who entered into the purported contract in the name of or on behalf of the company had no authority to do so, and

iii

the company refused to ratify the purported contract.

If, after a pre-incorporation contract is entered into, the company in the name of which or on behalf of which the pre-incorporation contract was purportedly entered into by the facilitator is incorporated, the new company may, within a reasonable time after its incorporation, adopt that pre-incorporation contract by any act or conduct signifying its intention to be bound by it.

On the adoption of a pre-incorporation contract under subsection (3),

the new company is bound by and is entitled to the benefits of the pre-incorporation contract as if the new company had been incorporated at the date of the pre-incorporation contract and had been a party to it, and

the facilitator ceases, except as provided in subsections (6) and (7), to be liable under subsection (2) in respect of the pre-incorporation contract.

If the new company does not adopt the pre-incorporation contract under subsection (3) within a reasonable time after the new company is incorporated, the facilitator or any party to that pre-incorporation contract may apply to the court for an order directing the new company to restore to the applicant any benefit received by the new company under the pre-incorporation contract.

Whether or not the new company adopts the pre-incorporation contract under subsection (3), the new company, the facilitator or any party to the pre-incorporation contract may apply to the court for an order

setting the obligations of the new company and the facilitator under the pre-incorporation contract as joint or joint and several, or

apportioning liability between the new company and the facilitator.

On an application under subsection (6), the court may, subject to subsection (8), make any order it considers appropriate.

A facilitator is not liable under subsection (2) in respect of the pre-incorporation contract if the parties to the pre-incorporation contract have, in writing, expressly so agreed.

Corporate Names

Name of company

A company recognized under this Act has as its name, on its recognition,

the name shown for the company on the application filed to effect the recognition of the company if

that name has been reserved for the company, and

that reservation remains in effect at the date of the recognition of the company, or

in any other case, the name created by adding "B.C. Ltd." or, if the company is a community contribution company, "B.C. Community Contribution Company Ltd.", after the incorporation number of the company.

Subsection (1) does not apply to

an unlimited liability company, or

a company that is recognized as a result of an amalgamation to which

section 273, 274 or 275 (2) (b) (i) (

A) applies.

The name of an unlimited liability company must comply with

section 51.21.

Reservation of name

A person wishing to reserve a name for the purposes of this Act must apply to the registrar.

After receiving an application to reserve a name under subsection (1), the registrar may reserve the name for a period of 56 days from the date of reservation or any longer period that the registrar considers appropriate.

After receiving a request for the extension of a reservation of a name, the registrar may, if that request is received before the expiry of that reservation, extend that reservation for the period that the registrar considers appropriate.

The registrar must not reserve a name for the purposes of this

section unless that name complies with the prescribed requirements and with the other requirements set out in this Division.

A name that the registrar for good and valid reasons disapproves contravenes the requirements set out in this Division.

Form of name of a company

Subject to

section 51.21 (1), a company must have the word "Limited", "Limit e", "Incorporated", "Incorpor e" or "Corporation" or the abbreviation "Ltd.", "Lt e", "Inc." or "Corp." as part of and at the end of its name.

For all purposes, each of the words "Limited", "Limit e", "Incorporated", "Incorpor e" and "Corporation" is interchangeable with its abbreviation "Ltd.", "Lt e", "Inc." and "Corp.", respectively.

If the name of a company includes its incorporation number and if the first numeral of that incorporation number is a zero,

the name may be abbreviated by removing that zero, and

the abbreviated name is, for all purposes, interchangeable with the unabbreviated name.

Restrictions on use of name

A person must not use in British Columbia any name of which "limited", "limit e", "incorporated", "incorpor e" or "corporation", or any abbreviation of them, is a part unless

the person is a corporation entitled or required to use the words, or

in the case of "limited" or "limit e", the person is

a limited liability company registered under

section 377 as an extraprovincial company,

a limited partnership, within the meaning of the Partnership Act , that is entitled or required to use that word, or

iii

a member of a class of persons prescribed for the purposes of this section.

Without limiting subsection (1), a person must not use in British Columbia any name that includes "(VCC)" unless

the person is registered under the Small Business Venture Capital Act , or

the person is a federal corporation entitled or required to use that inclusion.

Without limiting subsection (1), a person must not use in British Columbia any name that includes "(EVCC)" unless

the person is registered under

Part 2 of the Employee Investment Act , or

the person is a federal corporation entitled or required to use that inclusion.

Multilingual names

The name of a company must be in one or both of

a French form.

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

the memorandum, or

the notice of articles in accordance with

section 11 (

f) and in the articles in accordance with

section 12 (2) (c) (iii).

Assumed names

A foreign entity may only register as an extraprovincial company if the foreign entity complies with one of the following, as applicable:

the foreign entity reserves its own name under

section 22;

if the foreign entity's own name cannot be reserved, the foreign entity reserves, under

section 22, an assumed name that meets the requirements of that section.

If a foreign entity reserves an assumed name, the registrar may register the foreign entity as an extraprovincial company with its own name, if the foreign entity provides an undertaking to the registrar, in form and content satisfactory to the registrar, that it will carry on all of its business in British Columbia under that assumed name, and on such registration the extraprovincial company is deemed to have adopted the assumed name.

An extraprovincial company that has adopted an assumed name under this Act

must acquire all property, rights and interests in British Columbia under its assumed name,

is entitled to all property, rights and interests acquired, and is subject to all liabilities incurred, under its assumed name as if the property, rights and interests and the liabilities had been acquired and incurred under its own name, and

may sue or be sued in its own name, its assumed name or both.

No act of an extraprovincial company that has adopted an assumed name under this Act, including a transfer of property, rights or interests to or by it, is invalid merely because the act contravenes subsection (3) (

a) of this section.

This

section does not apply to a federal corporation.

Name to be displayed

in a conspicuous position at each place in British Columbia at which it carries on business,

in all its notices and other official publications used in British Columbia,

on all its contracts, business letters and orders for goods, and on all its invoices, statements of account, receipts and letters of credit used in British Columbia, and

on all bills of exchange, promissory notes, endorsements, cheques and orders for money used in British Columbia and signed by it or on its behalf.

If a company has a seal, the company must have its name in legible characters on that seal.

Registrar may order change of name

If, for any reason, the name of a company contravenes

any of the prescribed requirements,

any of the other requirements set out in this Division, or

any of the following requirements:

in the case of an unlimited liability company, the requirements set out in

section 51.21;

in the case of a community contribution company, the requirements set out in

section 51.921,

the registrar may, in writing and giving reasons, order the company to change its name, and

section 263 applies.

If, for any reason, the name or assumed name of an extraprovincial company contravenes any of the prescribed requirements or any of the other requirements set out in this Division, the registrar may, in writing and giving reasons, order the extraprovincial company to change its name or assumed name or to adopt an assumed name, and

section 382 or 383, as the case may be, applies.

This

section does not apply to a federal corporation.

Other changes of name

If the Superintendent of Financial Institutions notifies the registrar of the superintendent's disapproval of the name of a trust company, an insurance company or a corporation that is registered as a captive insurance company under the Insurance (Captive Company) Act , the registrar may, in writing, and giving reasons, order the company to change its name to one that meets the approval of both the registrar and the superintendent.

The registrar may, in writing, and giving reasons, order a company to change its name to one that does not include the abbreviation "(VCC)" if the administrator under the Small Business Venture Capital Act informs the registrar that the company is not registered under the Small Business Venture Capital Act .

[Repealed 2004-49-71.]

The registrar may, in writing, and giving reasons, order a company to change its name to one that does not include the abbreviation "(EVCC)", if the administrator under the Employee Investment Act informs the registrar that the company is not registered under

Part 2 of that Act.

If the registrar is informed by the proper officer of a self governing professional society, institute, college or association that a corporation, or an extraprovincial company, that was permitted to practise the profession has had that permission revoked by the society, institute, college or association, the registrar must, in writing, and giving reasons, order the corporation or extraprovincial company to change its name or assumed name to one that does not imply that the corporation or extraprovincial company is authorized to practise the profession.

This

section does not apply to a federal corporation.

Capacity and Powers

Capacity and powers of company

A company has the capacity and the rights, powers and privileges of an individual of full capacity.

Joint tenancy in property

Every corporation is capable of acquiring and holding property, rights and interests in joint tenancy in the same manner as an individual, and, if a corporation and one or more individuals or other corporations become entitled to property, rights or interests under circumstances or by virtue of an instrument that would, if the corporation had been an individual, have created a joint tenancy, they are entitled to the property, rights or interests as joint tenants.

Despite subsection (1), acquiring and holding property, rights or interests by a corporation in joint tenancy is subject to the same conditions and restrictions as attach to acquiring and holding property, rights or interests by a corporation in severalty.

On the dissolution of a corporation that is a joint tenant of property, rights or interests, the property, rights or interests devolve on the other joint tenant.

Extraterritorial capacity

Unless restricted by its charter or by

an Act, each British Columbia corporation has the capacity

to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside British Columbia, and

to accept from any lawful authority outside British Columbia powers and rights concerning the corporation's business and powers.

Restricted businesses and powers

A company must not

carry on any business or exercise any power that it is restricted by its memorandum or articles from carrying on or exercising, or

exercise any of its powers in a manner inconsistent with those restrictions in its memorandum or articles.

No act of a company, including a transfer of property, rights or interests to or by the company, is invalid merely because the act contravenes subsection (1).

Company Offices

Registered and records offices

Subject to

section 40, a company must maintain a registered office and a records office in British Columbia.

The registered office and the records office may be located at the same place.

A company recognized under this Act has as the mailing address and delivery address of its first registered office and the mailing address and delivery address of its first records office the mailing addresses and delivery addresses respectively shown for those offices on the notice of articles that applies to the company on its recognition.

Change of registered or records office

Subject to

section 34 (1), a company that has been authorized to do so under subsection (2) of this

section may change one or both of the mailing address and delivery address of one or both of its registered office and records office by filing with the registrar a notice of change of address in the form established by the registrar.

A company is authorized to file a notice of change of address with the registrar if the change of address reflected in the notice has been authorized

in any manner required or permitted by the articles, or

if the articles are silent as to the manner in which a change of address is to be authorized, by a directors' resolution.

A change of address reflected in a notice of change of address filed with the registrar under this

section takes effect under

section 37 whether or not the change of address has been authorized in accordance with subsection (2).

Change of agent's office

A person who maintains the registered office or records office of one or more companies at the person's place of business or residence may, if there is to be a change to one or both of the mailing address and the delivery address of that place of business or residence, before that change occurs, file with the registrar a notice of change of address in the form established by the registrar.

A person referred to in subsection (1) must, if there is a change to one or both of the mailing address and the delivery address of the place of business or residence at which the person maintains the registered office or records office and if a notice of change of address reflecting that change was not filed under subsection (1) before that change occurred, promptly after that change occurs, file with the registrar a notice of change of address in the form established by the registrar.

If the person referred to in subsection (1) or (2) is not the only director of a company for which the person maintains a registered office or records office, the person must, before or promptly after filing a notice of change of address under this section, send a copy of that notice to a director of that company who is not that person.

Completion of change of address

A change of address reflected in a notice of change of address filed with the registrar under

section 35 or 36 takes effect

subject to

section 38, at the beginning of the day following the date on which the notice of change of address is filed with the registrar, or

subject to sections 38 and 410, if the notice of change of address specifies a date on which the notice of change of address is to take effect that is later than the day following the date on which the notice of change of address is filed with the registrar, at the beginning of the specified date.

At the time that a change of address under

section 35 or 36 takes effect in relation to a company that has a notice of articles, the company's notice of articles is altered to reflect that change.

After a change of address under

section 35 or 36 takes effect, the registrar must, if requested to do so, furnish to the company,

if the company has a notice of articles, a certified copy of the notice of articles as altered, or

in any other case, confirmation of the change of address.

Withdrawal of notice of change of address

At any time after a notice of change of address is filed with the registrar under

section 35 or 36 and before the change of address takes effect, the company in respect of which the filing was made or any other person who appears to the registrar to be an appropriate person to do so may withdraw the notice of change of address by filing with the registrar a notice of withdrawal in the form established by the registrar identifying the notice of change of address.

Transfer of registered office by agent

In this section, applicant agent means a person

who is not a director or officer of the company, and

who is authorized by the company to maintain the registered office of the company.

An applicant agent who maintains the registered office of a company may apply to the registrar, in an application to transfer registered office in the form established by the registrar, to transfer the location of the registered office to the British Columbia residence of a director or officer of the company.

At least 21 days before submitting an application under subsection (2) to the registrar for filing, the applicant agent must, subject to subsection (5), provide to the director or officer referred to in subsection (2) a notice in writing

advising that the applicant agent will make an application under this

section unless, within 21 days after the date of the notice, the company files with the registrar a notice of change of address under

section 35 to transfer the location of its registered office, and

specifying the British Columbia residence address of the director or officer as the address to which the location of the registered office is to be transferred by the application.

An applicant agent must provide to the registrar, concurrently with submitting the application to the registrar for filing, an affidavit of the applicant agent

confirming that subsection (3) has been complied with,

proposing that the registered office be located at the residence address specified, under subsection (3) (b), in the notice referred to in that subsection,

describing that residence address as a mailing address and as a delivery address,

providing the reasons for the applicant agent's belief that the proposed location, as described, is the residence of the director or officer referred to in the application, and

providing proof

that the director or officer referred to in the application received the notice referred to in subsection (3), or

in a case to which subsection (5) applies, that the applicant agent complied with the court order made under that subsection.

An applicant agent who is unable to ensure receipt by the director or officer of the notice referred to in subsection (3) may apply to the court for an order of substituted service of that notice and may serve that notice in accordance with any order made in response to that application.

A director or officer who receives the notice referred to in subsection (3) may apply to the court for an order that the location of the registered office not be transferred to the residence of the director or officer.

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.

After the registered office of a company is transferred under this section, the registrar must

furnish to the company,

if the company has a notice of articles, a certified copy of the notice of articles as altered, or

in any other case, confirmation of the transfer of the registered office, and

furnish a copy of the notice of articles or the confirmation, as the case may be, to the applicant agent.

Elimination of registered office

In this section, applicant agent has the same meaning as in

section 39 (1).

If an applicant agent for a company is unable to locate any of the directors or officers of the company, the applicant agent may apply to the court to eliminate the registered office of the company.

An application under subsection (2) must be accompanied by an affidavit of the applicant agent as to the steps taken to locate the directors and officers of the company.

On an application under subsection (2), the court

must, if the court makes an order that the registered office of the company be eliminated under paragraph (

a) of this subsection, set out, by order, the manner in which records may be served on, and mailed, delivered, sent, provided and furnished to, the company.

If the court orders that the registered office be eliminated under subsection (4), the applicant agent must promptly file with the registrar a notice of elimination of registered office in the form established by the registrar and a copy of the entered order.

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.

If a company to which subsection (6) applies has a notice of articles, the company's notice of articles is, at the time that its registered office is eliminated, altered to reflect that elimination.

After the registered office of a company is eliminated, the registrar must furnish to the company,

if the company has a notice of articles, a certified copy of the notice of articles as altered, or

in any other case, confirmation of the elimination of the registered office.

The service of records on and the mailing, delivering, sending, providing or furnishing of records to a company that has had its registered office eliminated under this

section may be effected in the manner ordered by the court under subsection (4) (b), and any reference in this Act to serving a record on, or mailing, by ordinary or registered mail, delivering, sending, providing or furnishing a record to, the registered office of a company is, if that company has had its registered office eliminated under this section, deemed to be a reference to the manner ordered by the court under subsection (4) (b).

Transfer of records office by agent

In this section, applicant agent means a person

who is not a director or officer of the company, and

who is authorized by the company to maintain the records office of the company.

An applicant agent who maintains the records office of a company may apply to the court to transfer the location of the records office to the British Columbia residence of a director or officer of the company if, at least 21 days before filing the application with the court, the applicant agent provides to that director or officer a notice in writing

advising that the applicant agent will make an application under this

section unless, within 21 days after the date of the notice, the company files with the registrar a notice of change of address under

section 35 to transfer the location of its records office, and

specifying the British Columbia residence address of the director or officer as the address to which the location of the records office is to be transferred by the application.

Unless, within 21 days after the date of the notice referred to in subsection (2) of this section, the company files with the registrar a notice of change of address under

section 35 to transfer the location of its records office, the applicant agent may apply to the court to transfer the location of the records office to the residence of the director or officer of the company to whom the notice referred to in subsection (2) of this

section was provided.

An application under subsection (3) must be accompanied by an affidavit of the applicant agent

confirming that subsection (2) has been complied with,

proposing that the records office be located at the residence address specified, under subsection (2) (b), in the notice referred to in that subsection,

describing that residence address as a mailing address and as a delivery address,

providing the reasons for the applicant agent's belief that the proposed location, as described, is the residence of the director or officer referred to in the application, and

providing proof that the director or officer referred to in the application received the notice referred to in subsection (2).

A director or officer who receives the notice referred to in subsection (2) may apply to the court for an order that the location of the records office not be transferred to the residence of the director or officer.

If, on an application under subsection (3), the court orders that the records office be transferred, the applicant agent must promptly submit to the registrar for filing,

a notice of transfer of records in the form established by the registrar to confirm that the records kept at the company's records office have been physically transferred to the new location of the records office ordered by the court, and

a copy of the entered order.

A transfer of the records office of a company under this

section takes effect when the notice of transfer of records referred to in subsection (6) is filed with the registrar.

If the company to which subsection (7) applies has a notice of articles, the company's notice of articles is, at the time that the transfer of its records office takes effect, altered to reflect that transfer.

After the records office of a company is transferred under this section, the registrar must furnish to the company,

if the company has a notice of articles, a certified copy of the notice of articles as altered, or

in any other case, confirmation of the transfer of the records office.

Company Records

Transparency register

41.1

This Division does not apply to a transparency register except as specified in

Part 4.1.

Records office records

Subject to

section 43, a company must keep the following records at its records office:

its certificate of incorporation, certificate of conversion, certificate of amalgamation or certificate of continuation, as the case may be, any certificate of change of name and any certificate of restoration applicable to the company;

[Repealed 2006-12-5.]

a copy of each of the following:

each entered order of the court made in respect of the company under this Act;

each order of the registrar made in respect of the company;

iii

each order made by the executive director or the Securities Commission under

section 91;

each affidavit deposited in the company's records office under

section 277 (1), 284 (7) (

a) or 316 (1) (a);

in the case of a financial institution, each order made by the superintendent or the Authority unless the superintendent or the Authority in that order or in another order, orders that that order need not be kept at the records office;

its central securities register unless, under

section 111 (4), the directors designate a different location, in which case the company must

keep the central securities register at that designated location, and

keep at its records office a notice identifying the mailing address and delivery address of the location at which that register is available for inspection and copying in accordance with

section 111 (4.1) or (4.2), as the case may be;

its register of directors;

a copy of each consent to act as a director received by the company;

a copy of each written resignation referred to in

section 128;

a copy of any report sent to the company under

section 253 (1);

the minutes of every meeting of shareholders;

a copy of each consent resolution of shareholders and each consent under

section 327 (1), and, if the consents of the shareholders are expressed on more than one record, a copy of each of those records;

unless contained in the minutes of the applicable meeting or in a consent resolution,

the complete text of any resolution passed at a meeting of shareholders, and

a copy of each written record referred to in

section 148 (3) or (4) or 153 that records a disclosure made to the shareholders under Division 3 of

Part 5 by a current director or a current senior officer;

the minutes of every meeting of directors or of a committee of directors, and, unless contained in the minutes of the applicable meeting, a list of every director present at the meeting;

a copy of each consent resolution of the directors or of a committee of directors, and, if the consents of the directors are expressed on more than one record, a copy of each of those records;

unless contained in the minutes of the applicable meeting or in a consent resolution,

the complete text of any resolution passed at a meeting of directors or of a committee of directors,

a copy of each written record referred to in

section 148 (3) or (4) or 153 that records a disclosure made to the directors under Division 3 of

Part 5 by a current director or a current senior officer, and

iii

a copy of each written record that records a disclosure under

section 195 (7) (a);

a copy of each written dissent received under

section 154 (5) or (8);

a copy of

each of the audited financial statements of the company and its subsidiaries, whether or not consolidated with the financial statements of the company, including the auditor's reports prepared in relation to those financial statements, and

unless kept under subparagraph (

i) of this paragraph, the financial statements referred to in

section 185 (1) that were prepared in relation to the most recently completed financial year;

a copy of any representations sent to the company under

section 209 (5) and any response sent to the company under

section 209 (6);

q.1

if the company is a community contribution company, a copy of each community contribution report;

q.2

if the company is a benefit company, a copy of each benefit report;

if the company is an amalgamated company, copies of the records described in the following paragraphs of this subsection for each amalgamating company:

paragraphs (

a) to (h);

paragraphs (

i) to (k);

iii

paragraphs (

l) to (o);

paragraphs (

p) and (q);

paragraph (q.1);

paragraph (q.2).

In addition to the records referred to in subsection (1), a company must keep the following records at its records office:

in relation to its articles,

subject to subparagraphs (ii) and (iii) of this paragraph,

the set of articles referred to in

section 16, 267, 267.3, 282 (1) (

c) or 307, as the case may be, that apply to the company on its recognition, or

in the case of a pre-existing company, a copy of the set of articles that apply to the company on its compliance with

section 370 (1) (

a) and (

b) or 436 (1) (

a) and (b), as the case may be,

in the case of a company that has, by operation of this Act, or has adopted, by reference, any or all of Table 1 or Table A as or in its articles,

a copy of that table or, if a copy of that table is otherwise available at that office and is, in relation to the company, available there for inspection and copying in accordance with sections 46 and 48, a record confirming that that table is available at that office for inspection and copying in accordance with sections 46 and 48, and

that part, if any, of its articles that is not included in that table,

iii

in the case of a company that has wholly replaced its articles,

the replacement set of articles, and

a copy of the set of articles that the company has wholly replaced, and

a copy of every resolution or other record altering or replacing the articles, which copy must, in the case of records retained under subparagraph (i), (ii) (

B) or (iii) of this paragraph, as the case may be, be attached to those records;

if the company was incorporated under this Act, the signed copy of the incorporation agreement referred to in

section 15 (1) (b);

if the company resulted from the continuation of a foreign corporation into British Columbia under this Act, the records, relating to the period before the continuation of the company, that the foreign corporation was required to keep by the corporate legislation of the foreign corporation's jurisdiction;

if the company resulted from an amalgamation of one or more foreign corporations with one or more companies, the records, relating to the period before the amalgamation, that each of the foreign corporations was, before the amalgamation, required to keep by the corporate legislation of the foreign corporation's jurisdiction;

if the company is a pre-existing company,

copies of the memorandum and articles that applied to the company on the coming into force of this Act, altered as necessary to reflect the information, if any, added under

section 434 (1) (a),

subject to subsection (3) of this

section and unless kept elsewhere in the manner provided by

section 69 or 79 of the Company Act , 1996, each of the following, if and to the extent that it relates to the period before the coming into force of this Act:

its register of allotments;

its register of transfers;

its register of members;

its register of debentures;

its register of debentureholders, and

iii

any records, not otherwise retained by the company under this section, that the company was required to keep under the Company Act , 1996 that relate to the period before the coming into force of this Act;

if the company is an amalgamated company, copies of the records described in the following paragraphs of this subsection for each amalgamating company:

paragraphs (

a) and (b);

paragraph (c);

iii

paragraph (d);

paragraph (e) (i);

paragraph (e) (ii);

paragraph (e) (iii).

A pre-existing company need not keep a register of allotments, a register of transfers or a register of members under subsection (2) (e) (ii) or (f) (

v) of this

section if the whole of the information that was, under

section 65, 66 or 67 respectively of the Company Act , 1996, required to be kept in that register is included in the company's central securities register.

Records may be kept at other locations

Despite

section 42 but without limiting subsection (2) of this section, records referred to in

section 42 (1) (i), (j), (k), (l), (m), (n), (o), (p), (q), (q.1), (q.2) or (r) (ii), (iii), (iv), (

v) or (vi) or (2) (c), (d), (e) (ii) or (iii) or (f) (ii), (iii), (

v) or (vi) may, after 7 years from the date on which they were received for deposit at the records office, be kept by the company at a location other than the records office so long as those records can be produced from that other location by the person who maintains the records office for the company on 48 hours' notice, not including Saturdays and holidays.

Despite

section 42 but subject to

section 111 (4) to (4.2), a company may keep all or any of the records referred to in

section 42 (1) and (2) at a location other than the records office so long as those records are available for inspection and copying in accordance with sections 46 and 48 at the records office by means of a computer terminal or other electronic technology.

Maintenance of records

Any record that a company is required to keep at its records office under

section 42 must be deposited in that office promptly after the company's preparation or receipt, as the case may be, of the record.

Records that are required by this Act to be prepared or kept by or on behalf of a company

must be in a bound or looseleaf form, or

must

in the case of records referred to in

section 42, be kept in a prescribed form, or

in any other case, subject to the regulations, be kept, entered or recorded in any other manner that will allow them to be inspected and copied in accordance with this Act.

The person who maintains the records office for the company must note on each record referred to in

section 42 (1) (c) (

i) or (iv), (g), (k) (ii) or (n) (ii) or (iii) or (2) (a) (iv) or 68 (4) (b) (ii) that is received for deposit at the company's records office the date and time on which that record is received for deposit.

A company, the person who maintains the records office for the company and any other agent of the company who has a duty to prepare or keep any of the records required by this Act must take adequate precautions in preparing and keeping those records so as to

keep those records in a complete state,

avoid loss, mutilation and destruction,

avoid falsification of entries, and

provide simple, reliable and prompt access.

This

section applies, in the case of a financial institution, to any record the financial institution is required to keep under the Financial Institutions Act .

Missing records

If the court is satisfied that a record that was or that should have been deposited in the records office of a company has been destroyed, is lost, was never created or is otherwise not accessible, the court may, on the application of an interested person, make the order it considers appropriate and may, without limitation,

make a declaration as to what was or should have been contained in the record,

declare the record to have existed with full legal effect from the date and time that the company was recognized or from any other date and time that the court may order, and

if a declaration is made under paragraph (

a) in respect of the contents of a record, order that some or all of those contents

apply to a person or to an event, or

do not apply to a person or to an event, whether or not those contents would have applied to the person or the event on or after the date and time ordered by the court under paragraph (b).

If an order is made under subsection (1) in respect of a record, the provisions of this Division that are applicable to that record apply to a copy of the entered order.

Inspection of records

The following persons may, without charge, inspect all of the records that a company is required to keep under

section 42:

a current director of the company;

if and to the extent permitted by the articles,

a shareholder of the company, or

any other person.

A former director of a company and, if and to the extent permitted by the articles that were in effect immediately before the person ceased to be a shareholder, a former shareholder of a company may, without charge, inspect all of the records that the company is required to keep under

section 42 that relate to the period when that person was a director or shareholder, as the case may be.

The following persons may, without charge, inspect all of the records that a company is required to keep under

section 42, other than the records referred to in

section 42 (1) (

l) to (

o) and (r) (iii):

a shareholder or qualifying debentureholder of the company;

a former shareholder of the company to the extent that those records relate to the period when that person was a shareholder.

Any person may, without charge, inspect all of the records that a company is required to keep under

section 42, other than the records referred to in

section 42 (1) (

l) to (

o) and (r) (iii), if the company is a public company, a community contribution company, a financial institution or a pre-existing reporting company.

4.1

Any person may, without charge, inspect the copy of the benefit report that a benefit company is required to keep under

section 42 (1) (q.2).

Subject to subsection (4.1) of this section, in the case of a company that is not one referred to in subsection (4) of this section, on payment, to the person who maintains the records office for the company, of the inspection fee, if any, set by that person or by the company, which fee must not exceed the prescribed fee, any person may inspect all of the records that the company is required to keep under

section 42, other than the records referred to in

section 42 (1) (

i) to (

q) and (r) (ii) to (iv).

Despite subsections (1) to (5) of this

section but without limiting any obligation to pay the fee, if any, 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,

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,

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

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.

Subject to subsection (8) of this section, an inspection of a company's records that is authorized by this

section may be conducted during statutory business hours.

A company may, by an ordinary resolution, impose restrictions on the times during which a person, other than a current director, may inspect the company's records under this section, but those restrictions must permit inspection of those records during the times set out in the regulations.

Repealed

[Repealed 2006-12-7.]

Copies

If a person who is entitled under

section 46 to inspect a record requests a copy of that record and pays, to the person having custody or control of that record, the copying fee, if any, set by that person or by the company, which fee must not exceed the prescribed fee, the person who has custody or control of that record must provide, in accordance with subsection (3) of this section, a copy of that record to the requesting person

promptly after receipt of the request and payment, or

in the case of a record that is, under

section 43 (1), kept at a location other than the records office, within 48 hours, not including Saturdays and holidays, after the request and payment are received.

Despite subsection (1) of this section, a shareholder of a company is entitled on request and without charge to receive from the person who maintains the records office for the company a copy of

the notice of articles or memorandum, as the case may be, and

the articles.

A copy of a record referred to in subsection (1) or (2) must be provided in the manner agreed to by the person who has custody or control of the record and the person seeking to obtain the copy or, in the absence of such an agreement,

must, if the person seeking to obtain the copy so requests, be provided by mailing it to that person, or

may, in any other case, be provided to the person seeking to obtain the copy by making it available for pick-up at the office at which the record is kept.

List of shareholders

A person may apply to a company, or to the person who has custody or control of its central securities register, for a list setting out the following:

the names and last known addresses of the shareholders;

the number of shares of each class or series of shares held by each of those shareholders.

An application under subsection (1) must be in writing and must include

an affidavit of the person seeking the list

stating the name and mailing address of the applicant or, if the applicant is a corporation, its name and the mailing address, and, if different, the delivery address, of its registered office or equivalent, and

stating that the list will not be used except as permitted under subsection (3), and

payment of the fee charged under subsection (7).

A person must not use a list obtained under this

section except in connection with an effort to

influence the voting of shareholders of the company at any meeting of shareholders,

acquire or sell securities of the company,

effect an amalgamation or a similar process involving the company or a reorganization of the company,

call a meeting under

section 167 (8) or 322 (4), or

identify the shareholders of an unlimited liability company.

Promptly after receipt of the application referred to in subsection (1) of this section, the company or the person who has custody or control of its central securities register must provide to the applicant the requested list made up to and including a date, specified in the list, that is not more than 14 days before the date on which the application was received.

If the applicant so requests in the application, the company or the person who has custody or control of its central securities register must, promptly after receipt of the application, provide to the applicant supplemental lists that meet the requirements of subsection (6).

Supplemental lists under subsection (5) must

be prepared for the period beginning on the date following the date specified in the basic list provided under subsection (4) and ending on the date on which the application under subsection (1) is received, and

for each day in that period on which there is a change to the information contained in the basic list, set out the changes that occurred to the information in the basic list on that day.

The company or the person who has custody or control of its central securities register may charge a reasonable fee for any basic list provided under subsection (4), and a reasonable fee for any supplemental list provided under subsection (5).

A list referred to in subsection (4) or (5) must be provided in the manner agreed to by the company or the person who has custody or control of its central securities register and the applicant or, in the absence of such an agreement,

must, if the applicant so requests, be provided by mailing it to that applicant, or

may, in any other case, be provided to the applicant by making it available for pick-up at the office at which the central securities register is available for inspection and copying in accordance with

section 111 (4.1) or (4.2), as the case may be.

Remedies on denial of access or copies

A person who claims to be entitled under

section 46, 48 or 49 to obtain a list, to inspect a record or to receive a copy of a record, may apply in writing to the registrar for an order under subsection (2) of this

section if that person is not provided with the list, given access to the record or provided with a copy of the record.

1.1

If, on the application of a person referred to in subsection (1), it appears to the registrar that the company, the person who maintains the records office for the company or the person who has custody or control of the company's central securities register has, contrary to this Division, failed to provide a list to the applicant, give the applicant access to a record or provide the applicant with a copy of a record, the registrar may provide written notice to the company that the registrar will issue an order under subsection (2) unless the company provides to the registrar, within 15 days after the date on which the notice is provided, whichever of the following the company chooses to provide:

the list or a copy of the record;

a signed statement of a director or officer of the company setting out why the applicant is not entitled to obtain the list or access to or a copy of the record.

1.2

The registrar must

set out in any notice provided under subsection (1.1) an explanation of the basis on which the applicant claims to be entitled to obtain the list or access to or a copy of the record, and

furnish a copy of that notice to the applicant.

If a company to which notice is provided under subsection (1.1) does not provide to the registrar, in accordance with the notice, the list, a copy of the record or a signed statement of a director or officer of the company, the registrar must order the company to provide to the registrar whichever of the following the company considers appropriate:

the list or a copy of the record referred to in subsection (1.1) (a);

the signed statement referred to in subsection (1.1) (b).

The registrar must

set out in any order made under subsection (2) an explanation of the basis on which the applicant claims to be entitled to obtain the list, access to the record or a copy of the record, and

furnish a copy of that order to the company and the applicant.

The company referred to in an order made under subsection (2) must comply with that order within 10 days after the date of the order.

If the company provides a list or a copy of a record to the registrar under subsection (1.1) (

a) or (2) (a), the registrar must furnish the list or the copy of the record to the applicant.

If the company provides a signed statement of a director or officer to the registrar under subsection (1.1) (

b) or (2) (b), the registrar must furnish the signed statement to the applicant.

An applicant under subsection (1) may, on notice to the company, apply to the court for an order that the applicant be provided with a list, access to a record or a copy of a record, if

a signed statement respecting the list or record is furnished to the applicant by the registrar under subsection (6), or

the company fails to comply with subsection (4).

Without limiting the power of the registrar under

section 422 (1) (c), the court may, on an application under subsection (7) of this section, make the order it considers appropriate and may, without limitation, do one or more of the following:

make an order that a list or access to a record be provided to the applicant, or that a copy of a record be provided to the applicant, within the time specified by the order;

make an order directing the company to do one or both of the following:

change the location of the records office of the company to a location that the court considers appropriate;

replace the person who maintains the records office for the company or who has custody or control of its central securities register;

order the company to pay to the applicant damages in an amount that the court considers appropriate;

order the company, the person who maintains the records office for the company or the person who has custody or control of its central securities register or some or all of them to pay to the applicant the applicant's costs of and related to the application.

An order may be made under subsection (8) in addition to a legal proceeding, conviction or penalty for an offence under Division 4 of

Part 12.

Company to file annual report

Subject to sections 330 (

k) and 411 (2), a company must annually, within 2 months after each anniversary of the date on which the company was recognized, file with the registrar an annual report in the form established by the registrar containing information that is current to the most recent anniversary.

2.1

Unlimited Liability Companies

Definition

51.1

For the purposes of this Part, foreign unlimited liability corporation means

an unlimited liability corporation under the Business Corporations Act (Alberta),

an unlimited company under the Companies Act (Nova Scotia),

any other foreign corporation of which the shareholders, in their capacity as shareholders of the corporation, are liable for the debts and liabilities of the corporation, or

a foreign corporation within a prescribed class of foreign corporations.

Notice of articles of unlimited liability company must include statement

51.11

A company formed under

section 10 is an unlimited liability company if its notice of articles contains the following statement:

The shareholders of this company are jointly and severally liable to satisfy the debts and liabilities of this company to the extent provided in

section 51.3 of the Business Corporations Act .

Statement on certificate

51.2

Without limiting

section 57, an unlimited liability company must set out on the face of each share certificate issued by it the following statement:

The shareholders of this company are jointly and severally liable to satisfy the debts and liabilities of this company to the extent provided in

section 51.3 of the Business Corporations Act .

The failure of an unlimited liability company to comply with subsection (1) does not affect the liability of its shareholders under

section 51.3.

Corporate name

51.21

An unlimited liability company

must have the words "Unlimited Liability Company" or the abbreviation "ULC" as part of and at the end of its name, and

must not have any of the words or abbreviations referred to in

section 23 (1) as part of its name.

For all purposes, the words "Unlimited Liability Company" are interchangeable with the abbreviation "ULC".

A person must not use in British Columbia any name of which "Unlimited Liability Company", "Unlimited Liability Corporation" or "ULC" is a part unless the person is

an unlimited liability company,

a.1

a federal corporation entitled or required to use those words or that abbreviation,

a foreign unlimited liability corporation, or

a prescribed person.

An unlimited liability company recognized under this Act has as its name, on its recognition,

the name shown for the company on the application filed to effect the recognition of the company if

that name has been reserved for the company, and

that reservation remains in effect at the date of the recognition of the company, or

in any other case, the name created by adding "B.C. Unlimited Liability Company" after the incorporation number of the company.

Liability of shareholders of unlimited liability companies

51.3

Subject to subsection (2), shareholders and former shareholders of an unlimited liability company are jointly and severally liable as follows:

if the company liquidates, the shareholders and former shareholders are jointly and severally liable, from the commencement of the company's liquidation to its dissolution, to contribute to the assets of the company for the payment of the unlimited liability company's debts and liabilities;

whether or not the company liquidates, the shareholders and former shareholders are jointly and severally liable, after the company's dissolution, for payment to the company's creditors of the unlimited liability company's debts and liabilities.

A former shareholder of an unlimited liability company is not liable under subsection (1) unless it appears to the court that the shareholders of the unlimited liability company are unable to satisfy the debts and liabilities referred to in subsection (1), and, even in that case, is not liable under subsection

(1) in respect of any debt or liability of the unlimited liability company that arose after the former shareholder ceased to be a shareholder of the unlimited liability company,

in a liquidation of the company, if the former shareholder ceased to be a shareholder of the unlimited liability company one year or more before the commencement of liquidation, or

on or after a dissolution of the company effected without liquidation, if the former shareholder ceased to be a shareholder of the unlimited liability company one year or more before the date of dissolution.

The liability under subsections (1) and (2) of a shareholder or former shareholder of an unlimited liability company continues even though the unlimited liability company transforms, and, in that event,

a reference in subsections (1) and (2) to

"shareholder" is deemed to be a reference to a person who was a shareholder of the unlimited liability company at the time it transformed, and

"former shareholder" is deemed to be a reference to a person who ceased to be a shareholder of the unlimited liability company before it transformed, and

a reference in subsection (1) (

a) or (

b) or (2) (

b) or (

c) to "the company" is deemed to be a reference to the successor corporation.

In subsection (3) and this subsection:

successor corporation , in relation to an unlimited liability company, means any corporation that results from the company, or any of its successor corporations, transforming;

transform , in relation to an unlimited liability company or any of its successor corporations, means to

alter its notice of articles to become a limited company,

continue into another jurisdiction, or

amalgamate with another corporation.

Alteration of notice of articles to become unlimited liability company

51.31

A limited company may become an unlimited liability company by altering its notice of articles to

include the statement referred to in

section 51.11, and

change the company's name in accordance with

section 263 (3) to a name that complies with

section 51.21 and Division 2 of

Part 2.

A company may alter its notice of articles under subsection (1) if all of the shareholders, whether or not their shares otherwise carry the right to vote,

authorize the alteration by a unanimous resolution, and

return to the company all of their share certificates, if any, representing shares in the company for endorsement in accordance with

section 51.2 (1).

If a limited company becomes an unlimited liability company by altering its notice of articles, the shareholders of the unlimited liability company are liable, in accordance with

section 51.3, for the debts and liabilities of the company whether those debts and liabilities arose before or arise after the alteration.

Alteration of notice of articles to become limited company

51.4

An unlimited liability company may become a limited company by altering its notice of articles to

remove the statement referred to in

section 51.11, and

change the company's name in accordance with

section 263 (3) to a name that complies with Division 2 of

Part 2.

If an unlimited liability company becomes a limited company by altering its notice of articles,

section 51.3 applies to the liability of the shareholders and former shareholders of the unlimited liability company.

Amalgamations restricted

51.5

Despite

section 269,

a foreign corporation must not amalgamate with an unlimited liability company and continue as a company, whether as a limited company or as an unlimited liability company,

a foreign unlimited liability corporation must not amalgamate with any company and continue as a company, whether as a limited company or as an unlimited liability company, and

a foreign corporation must not amalgamate with a limited company and continue as an unlimited liability company.

Amalgamation resulting in unlimited liability company

51.6

If an amalgamation involving one or more limited companies is proposed to result in an amalgamated unlimited liability company and that amalgamation is not to be effected under

section 273 or 274,

sections 270 (1) (

b) and 271 do not apply to the amalgamating limited companies, and

the amalgamation agreement must be adopted by a unanimous resolution of all of the shareholders of each amalgamating limited company, whether or not their shares otherwise carry the right to vote.

Without limiting

section 282, if an amalgamation results in an amalgamated unlimited liability company,

the amalgamated unlimited liability company's notice of articles must include the statement referred to in

section 51.11,

the amalgamated unlimited liability company's name must comply with

section 51.21 and Division 2 of

Part 2, and

the shareholders of the amalgamated unlimited liability company are liable, in accordance with

section 51.3, for the debts and liabilities of the amalgamated unlimited liability company whether those debts and liabilities were the debts and liabilities of an amalgamating company immediately before, or are the debts and liabilities of the amalgamated unlimited liability company after, the amalgamation.

Amalgamation resulting in limited company

51.7

If an amalgamation of an unlimited liability company with another corporation results in an amalgamated limited company,

the amalgamated limited company's notice of articles must not include the statement referred to in

section 51.11,

the amalgamated limited company's name must comply with Division 2 of

Part 2, and

section 51.3 applies to the liability of the shareholders and former shareholders of the unlimited liability company.

Continuation into British Columbia as unlimited liability company

51.8

A foreign corporation must not be continued into British Columbia as an unlimited liability company unless

the foreign corporation is

an unlimited liability corporation under the Business Corporations Act (Alberta),

an unlimited company under the Companies Act (Nova Scotia), or

iii

a foreign corporation within a prescribed class of foreign corporations, and

the continuation accords with any prescribed requirements that must be met in order for a foreign corporation to be continued into British Columbia as an unlimited liability company.

Without limiting sections 302 and 305 (1), if a foreign corporation referred to in subsection (1) of this

section continues into British Columbia as an unlimited liability company,

the continued unlimited liability company's notice of articles must include the statement referred to in

section 51.11,

the continued unlimited liability company's name must comply with

section 51.21 and Division 2 of

Part 2, and

the shareholders of the unlimited liability company are liable, in accordance with

section 51.3, for the debts and liabilities of the continued unlimited liability company whether those debts and liabilities were the debts and liabilities of the continuing foreign corporation immediately before, or are the debts and liabilities of the continued unlimited liability company after, the continuation.

Continuation of foreign unlimited liability corporation into British Columbia as limited company prohibited

51.9

A foreign unlimited liability corporation must not continue into British Columbia as a limited company.

2.2

Community Contribution Companies

Definitions

51.91

In this Part:

associate has the same meaning as in

section 192 (1);

community purpose means a purpose beneficial to

society at large, or

a segment of society that is broader than the group of persons who are related to the community contribution company,

and includes, without limitation, a purpose of providing health, social, environmental, cultural, educational or other services, but does not include any prescribed purpose;

qualified entity means

a community service cooperative as defined in the Cooperative Association Act ,

a registered charity as defined in

section 248 (1) of the Income Tax Act (Canada) or another qualified donee as defined in

section 149.1 (1) of that Act, or

a prescribed entity or class of entities;

related has the meaning set out in subsection (2);

transfer means to transfer by any method and includes pay, spend, distribute, dispose, assign, give, sell, grant, charge, convey, bequeath, devise, lease, divest, release and agree to do any of those things.

For the purposes of this Part, a person is related to a community contribution company if the person is

a director, officer or shareholder of the company,

a person who beneficially owns shares of the company,

an associate or affiliate of the company,

a director or officer of another corporation if that other corporation is itself related to the company, or

an associate or affiliate of a person referred to in any of paragraphs (

a) to (d).

Notice of articles of community contribution company

51.911

A company is a community contribution company if its notice of articles contains the following statement:

This company is a community contribution company, and, as such, has purposes beneficial to society. This company is restricted, in accordance with

Part 2.2 of the Business Corporations Act , in its ability to pay dividends and to distribute its assets on dissolution or otherwise.

If it is authorized to do so by the regulations, a community contribution company may, in accordance with the regulations, alter its notice of articles to remove the statement referred to in subsection (1), and if the notice of articles is altered to remove that statement, the company ceases to be a community contribution company.

Community purposes

51.92

One or more of the primary purposes of a community contribution company must be community purposes and those community purposes must be set out in its articles.

Corporate name

51.921

A community contribution company must have the words "Community Contribution Company" or the abbreviation "CCC" as part of its name.

For all purposes, the words "Community Contribution Company" are interchangeable with the abbreviation "CCC".

A person must not use in British Columbia any name of which "Community Contribution Company" or "CCC" is a part unless the person is

a community contribution company,

a federal corporation entitled or required to use those words or that abbreviation, or

a prescribed person or class of persons.

Directors and officers

51.93

Despite

section 120, a community contribution company must have at least 3 directors.

Without limiting

section 142 (1), a director or officer of a community contribution company, when exercising the powers and performing the functions of a director or officer of the company, as the case may be, must act with a view to the community purposes of the company set out in its articles.

Section 137 does not apply to a community contribution company.

Transfer of assets prohibited

51.931

A community contribution company must not transfer any of its money or other assets other than

for fair market value,

to a qualified entity,

in furtherance of the company's community purposes,

for transfers contemplated by this Part, including, without limitation, dividends, distributions on dissolution, redemptions or purchases of shares or other reductions of capital, or

for transfers that are

of a type authorized by the regulations, and

in accordance with the regulations.

Except as permitted under subsection (1), no part of the money or other assets of a community contribution company is to be transferred during the company's existence or on its dissolution to a person related to the company.

Despite

section 195, a community contribution company must not transfer any of its money or other assets by way of financial assistance

to persons who are related to the company unless

the persons are qualified entities, or

the financial assistance is provided to persons within a prescribed class of persons in prescribed circumstances, or

to any other persons unless the provision of that financial assistance is in furtherance of the company's community purposes.

Nothing in this

section prevents a community contribution company from transferring money or other assets in the ordinary course of business if the value of the assets transferred is or could reasonably be expected to be equal to the fair market value of the goods or services acquired in return by the company.

Restrictions on dividends and interest

51.94

A community contribution company must not declare a dividend unless

the declaration is in accordance with the regulations, and

the company first obtains approval of the dividend by ordinary resolution.

Without limiting subsection (1), a community contri