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| This archived statute consolidation is current to November 25, 1993 and includes changes enacted and in force by that date. |
Division 1 — Formation of Companies
5. (1) Subject to this Act, one or more natural persons may form a company by subscribing his or their names to a memorandum and by complying with this Part.
(2) The memorandum shall
(a) be in Form 1 in the Second Schedule or, in the case of a specially limited company, in Form 2 in the Second Schedule;
(b) be printed or typewritten;
(c) be divided into paragraphs numbered consecutively;
(d) show opposite the name of every subscriber the number of shares, and, where there are shares of different kinds and classes, the number of shares of each kind and class taken by him;
(e) contain the agreement of each subscriber to be a member of the company; and
(f) contain every restriction on the business to be carried on by the company or on the powers of the company.
Historical Note(s): 1973-18-7; 1987-56-39, effective May 31, 1988 (B.C. Reg. 219/88); 1989-47-296.
6. (1) A company shall have articles prescribing rules for its conduct.
(2) A company may by its articles adopt all or any of the provisions of Table A in the First Schedule.
(3) The articles shall be
(a) printed or typewritten; and
(b) divided into paragraphs numbered consecutively.
Historical Note(s): 1973-18-8; 1987-56-40, effective May 31, 1988 (B.C. Reg. 219/88); 1989-47-297.
7. The memorandum and articles shall be signed by every subscriber.
Historical Note(s): 1973-18-9; 1976-12-3.
8. On the registrar receiving
(a) the memorandum;
(b) the articles;
(c) a notice of offices in Form 3 in the Second Schedule; and
(d) the prescribed fees;
he shall, if he is satisfied that this Act has been complied with, register the memorandum and articles and enter the name of the company in the register of companies.
Historical Note(s): 1973-18-10; 1987-56-41, effective August 18, 1988 (B.C. Reg. 320/88); 1989-47-298.
9. (1) On registration under section 8 the registrar shall
(a) issue a certificate of incorporation showing that the company is incorporated under this Act as a limited company or as a specially limited company; and
(b) publish in the Gazette notice of the incorporation of the company.
(2) [Repealed 1989-47-299.]
Historical Note(s): 1973-18-11; 1987-56-42, effective August 18, 1988 (B.C. Reg. 320/88); 1989-47-299.
10. Where the registrar, by inadvertence, registers a memorandum and articles that do not comply with this Act, and issues a certificate of incorporation of the company, the company shall, on the written request of the registrar sent by registered mail, pass the resolutions and file with him the documents he requires, after which the registrar shall correct the register, and may, if it appears to him to be necessary, on delivery of the certificate of incorporation to him, make the necessary corrections.
Historical Note(s): 1973-18-12.
11. A certificate of incorporation, whether as originally issued by the registrar, or as corrected under section 10, is conclusive evidence that the provisions of this Part for registration, and the requirements precedent and incidental to incorporation have been complied with, and that the company has been duly incorporated under this Act.
Historical Note(s): 1973-18-13.
12. The subscribers, together with other persons who become members of the company are, on and from the date of incorporation mentioned in the certificate of incorporation, a company with the name contained in the memorandum, capable immediately of exercising the functions of an incorporated company with the powers and with the liability on the part of the members provided in this Act.
Historical Note(s): 1973-18-14; 1981-2-2.
13. Subject to this Act, the memorandum and articles, when registered, bind the company and its members to the same extent as if each had been signed and sealed by the company and by every member and contained covenants on the part of every member, his heirs, executors and administrators to observe the memorandum and articles.
Historical Note(s): 1973-18-15.
14. A company shall not carry on business without a member but, if at any time it carries on business without a member for more than 6 months, every director and officer of the company during the time that it so carries on business is jointly and severally liable for the payment of the whole of the debts of the company contracted during that time.
Historical Note(s): 1973-18-16.
Division 2 — Acquisition of a Name
15. On request, the registrar may reserve a name
(a) for an intended company, or for a company about to change its name, or for an extraprovincial company intending to apply for registration or about to change its name, for a period of 56 days from the date of reservation; and
(b) for a company or extraprovincial company intending to amalgamate, for the period the registrar allows.
Historical Note(s): 1973-18-17.
16. (1) A company other than a specially limited company shall have the word "Limited" or "Limitée" or "Incorporated" or "Incorporée" or "Corporation" or the abbreviation "Ltd." or "Ltée" or "Inc." or "Corp." as part of and at the end of its name.
(2) A specially limited company shall have one of the words required by subsection (1) followed by the words "Non-Personal Liability" or the abbreviation "N.P.L." as part of and at the end of its name.
(3) For all purposes the words "Limited" or "Limitée" or "Incorporated" or "Incorporée" or "Corporation" or "Non-Personal Liability" shall be interchangeable with its abbreviation "Ltd." or "Ltée", "Inc.", "Corp.", or "N.P.L.".
(4) Subject to section 17, a company may set out its name in its memorandum in an English form, a French form, an English form and a French form, or in a combined English and French form, and it may use and may be legally designated by any of these forms.
(5) A company may, for use outside Canada, set out its name in its memorandum in any language form and it may be designated in that form outside Canada.
(6) A company registered under the Small Business Venture Capital Act shall have the initials "(VCC)" as part of its name.
(7) A company licensed under the International Financial Business Act shall have the words "International Financial Business" or the abbreviation "I.F.B." as part of its name.
(8) No company other than a company registered under Part 2 of the Employee Investment Act shall carry on business under a name that includes the initials "(EVCC)".
Historical Note(s): 1973-18-18; 1977-34-2; 1981-2-3; 1985-56-37, effective September 20, 1985 (B.C. Reg. 303/85); 1987-43-5, effective September 14, 1987 (B.C. Reg. 331/87); 1988-16-22; 1989-24-39.
17. A company shall not be incorporated, a corporation shall not be continued and an extraprovincial company shall not be registered by a name which the registrar, for a good and valid reason, disapproves.
Historical Note(s): 1973-18-19; 1976-12-4.
18. (1) Where a company or extraprovincial company has, for any reason, a name identical with that by which another corporation has previously been incorporated or registered in the Province, or a name so nearly resembling that name that, in the opinion of the registrar, it is likely to confuse or mislead, the registrar may in writing, giving his reason, order the company or extraprovincial company to change its name to one that he approves.
(1.1) Where the superintendent notifies the registrar of his disapproval of the name of a captive insurance company, the registrar shall order the company to change its name to one that meets the approval of both the registrar and superintendent.
(1.2) Where the administrator of venture capital corporations informs the registrar that
(a) a company is not registered under the Small Business Venture Capital Act;
(b) the administrator has refused to register a company under section 3 of that Act, or
(c) the registration of a company under that Act has been revoked;
the registrar may in writing, giving his reason, order the company to change its name to one that does not include the abbreviation "(VCC)".
(1.3) Where the superintendent, as defined under the International Financial Business Act, informs the registrar that a company has been refused a licence or the renewal or reinstatement of a licence under the International Financial Business Act or that the licence of a company has been revoked under section 9 of that Act, the registrar may in writing, giving his reasons, order the company to change its name to one that does not include the words or abbreviation referred to in section 16 (7).
(1.4) Where the administrator under the Employee Investment Act informs the registrar that
(a) a company is not registered under Part 2 of that Act;
(b) the administrator has refused to register a company under Part 2 of that Act, or
(c) the registration of a company under Part 2 of that Act has been revoked;
the registrar may in writing, giving his reason, order the company to change its name to one that does not include the abbreviation "(EVCC)".
(1.5) If the registrar is informed by the proper officer of a self governing professional society, institute, college or association that a corporation permitted to practise the profession has had that permission revoked by the society, institute, college or association, the registrar must order the corporation to change its name to one that
(a) does not imply the corporation is authorized to practise the profession, and
(b) is in all other respects acceptable to the registrar.
(2) Within 14 days after receiving an order made under subsection (1), (1.1), (1.2), (1.3) or (1.4), the company or extraprovincial company may appeal the order to the court.
(3) On receipt of a copy of a resolution under section 247 or, in the case of an extraprovincial company, the document evidencing the change of name to a name approved by him, the registrar shall enter the new name on the register in place of the former name, and shall issue a certificate showing the change of name.
(4) Failure to comply with an order of the registrar, unless set aside on appeal, is a ground for the registrar to strike the company from the register under Part 9 of this Act or cancel the registration of an extraprovincial company under Part 9 of this Act.
(5) This section does not apply to a federal company.
Historical Note(s): 1973-18-20; 1987-9-16, effective June 9, 1987 (B.C. Reg. 156/87); 1987-43-6, effective September 14, 1987 (B.C. Reg. 331/87); 1988-16-23; 1989-24-40; 1990-50-55; 1992-30-19.
19. (1) The authorized capital of a company shall consist of shares with par value, or shares without par value, or both kinds of shares.
(2) The authorized capital shall be described in the memorandum, which shall state the aggregate number of shares that the company may issue and,
(a) where the shares are of one kind only, the par value of each share or a statement that the shares are without par value; or
(b) where the shares are of both kinds, the number of shares of each kind, the par value of each share having par value, and a statement that the other kind of shares are without par value.
(3) Where shares in a company are of both kinds of shares, the shares with par value shall be a class or classes of shares distinct from the shares without par value.
(4) Every share without par value shall be equal to every other share without par value, subject to special rights or restrictions attached to any such share under the memorandum or articles or under this Act.
(5) The par value of shares shall be expressed in Canadian currency.
(6) A share in a company is personal estate.
Historical Note(s): 1973-18-21; 1989-28-2.
20. A company may, in its memorandum or articles, provide for shares of different classes with special rights or restrictions.
Historical Note(s): 1973-18-22.
Division 4 — Capacity and Powers
21. (1) Subject to subsection (2), a company has the power and capacity of a natural person of full capacity.
(2) No company has the capacity
(a) to operate a railway as a common carrier, except as authorized by the Lieutenant Governor in Council, or
(b) to operate as a club unless authorized in writing by the minister.
(3) [Repealed 1990-6-70.]
Historical Note(s): 1973-18-23; 1977-34-3; 1977-75-12; 1984-26-65, effective May 24, 1984 (B.C. Reg. 142/84); 1987-9-17, effective June 9, 1987 (B.C. Reg. 156/87); 1987-56-43, effective May 31, 1988 (B.C. Reg. 219/88); 1988-16-24; 1990-6-70.
22. (1) No company shall carry on a business that it is restricted from carrying on by its memorandum.
(2) No company shall exercise a power that it is restricted from exercising by its memorandum, or exercise any of its powers in a manner inconsistent with the restrictions in its memorandum.
(3) No act of a company, including a transfer of property to or by a company, is invalid by reason only that the act contravenes subsection (1) or (2).
Historical Note(s): 1973-18-24.
23. Where the words "The objects for which the Company is established are", or words of like effect, are contained in the memorandum of a company incorporated before October 1, 1973, other than a specially limited company, those words shall be deemed to be struck out and the words "The businesses that the Company is permitted to carry on are restricted to the following" shall be deemed to be substituted for them.
Historical Note(s): 1973-18-25.
24. Where the memorandum of a company, other than a specially limited company, excluded, immediately before October 1, 1973, powers authorized by a former Companies Act, the memorandum shall be deemed to restrict the company from exercising that excluded power.
Historical Note(s): 1973-18-26.
25. Where a company contravenes, or is about to contravene section 22 (1) or (2), the court may, on application by a member, a receiver, a receiver manager, a liquidator or a trustee in bankruptcy of the company,
(a) restrain the company from doing an act or transferring or receiving property;
(b) make an order requiring compensation to be paid to the company or to any other party to a contract; and
(c) where it appears that a contract has not been substantially performed by a party to the contract, make the order it considers necessary.
Historical Note(s): 1973-18-27.
26. In proceedings by or against a company, no person shall be affected by or shall be deemed to have notice or knowledge of the contents of a document or record concerning the company by reason only that the document or record has been filed with the registrar or is available for inspection at an office of the company.
Historical Note(s): 1973-18-28.
27. A specially limited company incorporated on or after October 1, 1973 is restricted by its memorandum from carrying on any business except those businesses listed in paragraph numbered 2 of Form 2 in the Second Schedule.
Historical Note(s): 1973-18-29.
28. Where the words "The objects of the Company are restricted to the following purposes", or words of like effect, are contained in the memorandum of a specially limited company incorporated before October 1, 1973, those words shall be deemed to be struck out and the words "The businesses that the company is permitted to carry on are restricted to the following" shall be deemed to be substituted for them.
Historical Note(s): 1973-18-30.
29. Notwithstanding other restrictions that may be contained in its memorandum, a specially limited company incorporated on or after October 1, 1973 shall be restricted by its memorandum from exercising the powers in paragraph numbered 3 of Form 2 in the Second Schedule.
Historical Note(s): 1973-18-31.
30. The memorandum of a specially limited company incorporated before October 1, 1973 shall be deemed to contain, as its last paragraph, the paragraph numbered 3 of Form 2 in the Second Schedule.
Historical Note(s): 1973-18-32.
31. Where the memorandum of a company has been deemed to be altered by sections 23 and 24 or 28 and 30, every copy of its memorandum issued after October 1, 1973 shall be in accordance with the alteration.
Historical Note(s): 1973-18-33.
32. (1) Every corporation is capable of acquiring and holding property in joint tenancy in the same manner as a natural person, and where a corporation and a natural person, or 2 or more corporations, become entitled to property under circumstances, or by virtue of an instrument that would, if the corporation had been a natural person, have created a joint tenancy, they are entitled to the property as joint tenants; but acquiring and holding property by a corporation in joint tenancy is subject to the like conditions and restrictions as attach to acquiring and holding property by a corporation in severalty.
(2) Where a corporation is joint tenant of property, on its dissolution the property devolves on the other joint tenant.
(3) For the purpose of this section, the word "corporation" does not include an extraprovincial company that is not registered as required by Part 10.
Historical Note(s): 1973-18-34.
33. (1) A corporation created in the Province may
(a) in writing empower a person, either generally or in respect of specified matters, as its attorney to execute deeds or other instruments on its behalf in a place situated in or out of the Province; and every deed or other instrument signed by the attorney on behalf of the corporation, so far as it is within his authority, binds the corporation;
(b) where it is a member of another corporation wherever incorporated, by resolution of its directors or other governing body, authorize a person to act as its representative at a meeting of that corporation or at a class meeting of that corporation; and
(c) where it is a creditor, including a holder of debentures, of another corporation wherever incorporated, by resolution of its directors or other governing body, authorize a person to act as its representative at a meeting of creditors of that corporation.
(d) [Repealed 1992-59-46.]
(2) Every person authorized under subsection (1) (b) or (c) is entitled to exercise the same powers on behalf of the corporation that he represents as that corporation could exercise if it were an individual member, creditor or debentureholder of that other corporation.
Historical Note(s): 1973-18-35; 1992-59-46.
34. (1) Every corporation created in the Province has, and shall be deemed to have always had, capacity to carry on its business or exercise its powers outside the Province and to accept powers and rights concerning them from any lawful authority outside the Province, except where the operations of a corporation are confined to the Province by some express provision in its charter or an Act of the Legislature.
(2) An express provision in the charter of a corporation that confines its operations to the Province may be amended.
Historical Note(s): 1973-18-36.
35. (1) A corporation created in the Province may, if so authorized by its articles, have an official seal for use in any other province, state, territory or country.
(2) A corporation having an official seal may in writing authorize an agent appointed for the purpose to affix it to a deed or other instrument to which the corporation is party.
(3) The authority of an agent appointed under subsection (2) shall, as between the corporation and a person dealing with the agent, continue during the period mentioned in the instrument conferring the authority, and, if no period is mentioned, until notice of the revocation or determination of the authority of the agent has been given to the person dealing with him.
(4) Every agent affixing an official seal shall, by writing under his hand, on the deed or other instrument to which the seal is affixed, certify the date and place of affixing the seal.
(5) Every deed or other instrument to which an official seal is duly affixed shall bind the corporation.
Historical Note(s): 1973-18-37; 1981-2-4.
36. (1) A corporation incorporated under the laws of a jurisdiction other than the Province may, if it appears to the registrar to be authorized by the laws of the jurisdiction in which it was incorporated, deliver to the registrar an instrument of continuation in duplicate continuing it as if it had been incorporated under this Act.
(2) The instrument of continuation shall
(a) set out those matters required by the regulations;
(b) be executed under seal and signed by an officer or director and verified by an affidavit of the person signing the instrument of continuation; and
(c) be accompanied by other material required by the registrar.
(3) The instrument of continuation shall make amendments to the charter of the corporation necessary to make the instrument conform to the laws of the Province and may make other amendments permitted under this Act as if the corporation were incorporated under this Act.
(4) If the instrument of continuation conforms to law, the registrar may, when all prescribed fees have been paid, file one duplicate of the instrument and issue to the corporation a certificate of continuation to which he shall affix the other duplicate.
(5) The registrar may issue the certificate of continuation on the terms and subject to the limitations and conditions and containing the provisions as appear to him to be fit and proper.
(6) On and after the date in a certificate of continuation issued under subsection (4), this Act applies to the corporation to the same extent as if it had been incorporated under this Act.
(7) The registrar may refuse to issue a certificate of continuation.
(8) An appeal lies from a decision of the registrar under subsection (7) to the commission.
Historical Note(s): 1976-12-5; 1993-38-8.
37. (1) A company may, if authorized by
(a) a special resolution;
(b) the registrar; and
(c) the laws of another jurisdiction;
apply to the proper officer of that other jurisdiction for an instrument of continuation continuing the company as if it had been incorporated under the laws of that other jurisdiction.
(2) A company shall cease to be a company within the meaning of this Act on and after the date on which it is continued under the laws of the other jurisdiction and the company shall promptly file with the registrar a copy of the instrument of continuation certified by the proper officer of the other jurisdiction.
(3) This section applies only in respect of a jurisdiction that has laws that permit corporations incorporated under its laws to apply for an instrument of continuation under the laws of the Province.
(4) A member of the company may, until 2 days before the meeting at which the special resolution referred to in subsection (1) is to be passed, give notice of dissent to the company concerning his shares, and in that event section 231 applies.
Historical Note(s): 1976-12-5; 1981-2-5.
38. All rights of creditors against the property, rights and assets of a corporation continued under section 36 and all liens on its property, rights and assets are unimpaired by the continuation, and all debts, contracts, liabilities and duties of the corporation from then on attach to the continued corporation and may be enforced against it.
Historical Note(s): 1976-12-5.
39. (1) Every company shall, at all times, maintain a registered office and, for the purposes of section 187, a records office, both in the Province and both at the locations set out in the latest Form 3 or Form 4 in the Second Schedule filed with the registrar.
(2) The registered office and the records office may be located at the same place.
(3) A company that contravenes this section commits an offence.
Historical Note(s): 1973-18-38; 1976-12-6.
40. (1) The directors of a company may change the location of its registered office or records office in the Province by
(a) passing a resolution authorizing the change; and
(b) filing with the registrar 2 copies of a notice of the change in Form 4 in the Second Schedule.
(2) No change in the location of the registered office or records office is effective until subsection (1) has been complied with.
(3) When subsection (1) has been complied with, the registrar shall forward to the previous registered office or records office one copy of the notice bearing evidence that it has been filed with him.
(4) Where the records office or registered office is located at the place of business of a company's agent or solicitor and that agent or solicitor moves his place of business to another location, he shall notify the registrar of his change of address and file with him a notice of the change in Form 4 in the Second Schedule for each company having a records office or registered office at his place of business, and subsections (1) to (3) do not apply.
(5) A change in the location of the registered office or records office under subsection (4) is not effective until that subsection has been complied with.
Historical Note(s): 1973-18-39; 1981-2-6; 1989-28-3.
Contents | Part 1 | Part 2 | Part 3 | Part 4 | Part 5 | Part 6 | Part 7 | Part 8 | Part 9 | Part 10 | Part 11 | First Schedule | Second Schedule | Third Schedule
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