Definitions and interpretation

1  (1)  In this Act:

"affiliate" means a corporation that is affiliated with another corporation within the meaning of subsection (2);

"articles" means the document described in section 6, and includes

(a) the articles of association of an existing company,

(b) the bylaws of a company incorporated

(i)  under a former Companies Act that did not provide for articles of association, or

(ii)  by a special or private Act, and

(c) articles that may be required under section 36 or the regulations;

"associate", if used to indicate a relationship with a person, means

(a) a corporation of which that person beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to all shares of the corporation for the time being outstanding carrying voting rights that are at that time capable of being exercised,

(b) a partner of that person,

(c) a trust or estate in which that person has a substantial beneficial interest or for which that person serves as trustee or in a similar capacity,

(d) a spouse, son or daughter of that person, or

(e) a relative of that person or of that person's spouse, other than a relative referred to in paragraph (d), who has the same home as that person;

"auditor" includes a partnership of auditors;

"charter" includes an Act, statute, ordinance, letters patent, certificate, declaration or other instrument or provision of law by or under which a corporation has been incorporated, amalgamated or continued, and every amendment of them applying to the corporation, and also its memorandum, articles, regulations or bylaws, agreement or deed of settlement and every amendment of them;

"class meeting" means a meeting of members who hold shares of a particular class;

"Companies Act, 1862" means the Companies Act of the Imperial Parliament, 25 and 26 Victoria, chapter 89, brought into force in British Columbia by the British Columbia Companies Ordinance, 1866 and the British Columbia Companies Ordinance, 1869;

"Companies Act, 1910" means the Companies Act, S.B.C. 1910, c. 7, and includes the Companies Act, R.S.B.C. 1911, c. 39, as amended;

"Companies Act, 1921" means the Companies Act, S.B.C. 1921, c. 10, and includes the Companies Act, R.S.B.C. 1924, c. 38, as amended;

"company" means a company incorporated or continued under this Act, and includes an existing company and an amalgamated company;

"copy" includes a true copy or a reproduction of the original but, with reference to a resolution of any kind, means a certified copy;

"corporate purposes" means any effort to influence the voting of members or debenture holders of a corporation at any meeting, to acquire or sell shares or debentures of the corporation, or to effect an amalgamation or reorganization of the corporation;

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

"court", except in sections 63, 169, 205, 312 and 325, means the Supreme Court;

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

(a) in bearer or registered form,

(b) 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

(c) evidence of an obligation of indebtedness of the corporation,

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

"debt obligation" means a bond, debenture, note or other similar obligation, whether secured or unsecured, of a corporation;

"director" includes every person, by whatever name designated, who performs functions of a director;

"document" means a written instrument, including a notice, order, certificate, register, letter, report, return, account, summons or legal process;

"executive director" means the executive director appointed under section 8 of the Securities Act;

"existing company" means a company incorporated under a former Companies Act or a former Companies Ordinance of British Columbia or of the colonies of British Columbia and Vancouver Island;

"extraordinary resolution", when referred to in the memorandum or articles of a company, means a special resolution;

"extraprovincial company" means a corporation continued under section 37, or duly incorporated otherwise than by or under an Act of the Legislature, that carries on business in British Columbia;

"federal company" means a corporation incorporated or continued by or under an Act of Canada and not discontinued by or under an Act of Canada and includes the Governor and Company of Adventurers of England trading into Hudson's Bay;

"financial statement" includes any notes to it;

"form of proxy" means a written or printed form that, on completion and execution by, or on behalf of, a member, becomes a proxy;

"general meeting" means a general meeting of members;

"insider of a corporation" means

(a) any director or senior officer of the corporation or his or her associate,

(b) any person who beneficially owns, directly or indirectly, shares of the corporation carrying more than 10% of the voting rights attached to all shares of the corporation entitled to vote for the time being outstanding, or that person's associate, but not including, in the case of a registrant, shares that have been acquired by the registrant as underwriter in the course of a current distribution to the public of those shares, or

(c) the corporation itself,

and every director or senior officer of a corporation that is itself an insider of a corporation is an insider of the corporation;

"insolvent" includes the inability of a company to pay its debts as they become due in the usual course of its business;

"limited liability company" means an organization that

(a) is formed in a jurisdiction other than British Columbia,

(b) is recognized as a legal entity in the jurisdiction in which it was formed,

(c) does not qualify to be registered under this Act as an extraprovincial company, and

(d) is not a partnership or a limited partnership;

"member" means a subscriber of the memorandum of a company, and includes every other person who agrees to become a member of a company and whose name is entered in its register of members or a branch register of members;

"memorandum" means the document described in section 5, and includes the memorandum of association of an existing company as originally executed, or as altered under this or any former Companies Act; and also includes the certificate of incorporation of a company incorporated under the Companies Act, 1878, and a memorandum that may be required under section 36 or the regulations;

"minister" includes any person designated in writing by the minister;

"mortgage" includes a secured debt obligation;

"ordinary resolution" means

(a) a resolution passed by the members of a company in general meeting by a simple majority of the votes cast in person or by proxy, or

(b) a resolution that has been submitted to the members of a company who would have been entitled to vote on it in person or by proxy at a general meeting of the company and that has been consented to in writing by such members of the company holding shares carrying not less than 3/4 of the votes entitled to be cast on it; and a resolution so consented to is deemed to be an ordinary resolution passed at a general meeting of the company;

"printed" includes lithographed or reproduced by any mechanical, electrostatic or photostatic means;

"proxy" means a completed and executed form of proxy by which a member has appointed a person as the member's nominee to attend and act for the member and on the member's behalf;

"registrant" means a person registered or required to be registered in any jurisdiction to trade in securities;

"registrar" means the Registrar of Companies or other duly authorized person performing duties as registrar under this Act;

"reporting company" means a corporation incorporated by or under an Act of the Legislature, other than a corporation continued under section 37,

(a) that has any of its securities listed for trading on any stock exchange wherever located,

(b) that is ordered by the registrar to be a reporting company, or

(c) that

(i)  was or was deemed to be a public company immediately before October 1, 1973,

(ii)  had obtained an exemption order, under section 38A of the Companies Act, R.S.B.C. 1960, c. 67, if the exemption order was in effect immediately before October 1, 1973,

(iii)  with respect to any of its securities, files a prospectus with the executive director and obtains a receipt for it, or

(iv)  became an amalgamated company after October 1, 1973 if one of the amalgamating companies was, at the time of the amalgamation, a reporting company,

unless the registrar orders that it is not a reporting company;

"senior officer" means the chair or any vice chair of the board of directors, the president, any vice president, the secretary, the treasurer or the general manager of the corporation or any other individual who performs functions of the corporation similar to those normally performed by an individual occupying any of those offices, and the 5 highest paid employees of a corporation, including any individual referred to in this definition;

"separate resolution" means a resolution that has been submitted to all the members who hold shares of a particular class or series and that is consented to in writing by all those members or passed by the required majority at a class meeting or series meeting;

"series meeting" means a meeting of members who hold shares of a particular series;

"solicit" and "solicitation" include

(a) every request for a proxy, whether or not accompanied by or included in a form of proxy,

(b) every request to execute or not to execute a form of proxy or to revoke a proxy,

(c) the sending or delivery of a form of proxy or other communication to a member under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, and

(d) the sending or delivery of a form of proxy to a member under section 153 (1),

but do not include

(e) the sending or delivery of a form of proxy to a member in response to an unsolicited request made by the member or on the member's behalf, or

(f) the performance by any person of professional services on behalf of a person soliciting a proxy;

"special resolution" means

(a) a resolution passed by a majority of not less than 3/4 of the votes cast by those members of a company who, being entitled to do so, vote in person or by proxy at a general meeting of the company

(i)  of which notice as the articles provide and not being less than 21 days' notice specifying the intention to propose the resolution as a special resolution, has been duly given, or

(ii)  if every member entitled to attend and vote at the meeting agrees, at a meeting of which less than 21 days' notice has been given, or

(b) a resolution consented to in writing by every member of a company who would have been entitled to vote in person or by proxy at a general meeting of the company, and a resolution so consented to is deemed to be a special resolution passed at a general meeting of the company;

"special rights or restrictions" 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 shares, dividend, voting, nomination 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;

"wages or salary" means wages as defined in the Employment Standards Act.

(2)  For the purposes of this Act, one corporation is affiliated with another corporation if one of them is the subsidiary of the other, or both are subsidiaries of the same corporation, or each of them is controlled by the same person.

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

(a) it is controlled by

(i)  that other corporation,

(ii)  that other corporation and one or more corporations, each of which is controlled by that other corporation, or

(iii)  2 or more corporations, each of which is controlled by that other corporation, or

(b) it is a subsidiary of a subsidiary of that other corporation.

(4)  For the purpose of subsections (2), (3) and (6), a corporation is controlled by a person if

(a) shares of the corporation carrying more than 50% of the votes for the election of directors are held, other than by way of security only, by or for the benefit of that person, and

(b) the votes carried by the shares mentioned in paragraph (a) are sufficient, if exercised, to elect a majority of the directors of the corporation.

(5)  For the purposes of this Act, a corporation is the holding company of a corporation if the last mentioned corporation is its subsidiary.

(6)  For the purposes of this Act, shares are held for the benefit of a person if they are beneficially owned by a corporation controlled by the person or by an affiliate of that corporation.

(7)  For the purposes of this Act, a corporation is deemed to own beneficially securities that are beneficially owned by its affiliates.

(8)  For the purposes of this Act, a corporation is deemed to carry on business in British Columbia if

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

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

(c) it has a resident agent, or representative or warehouse, office or place of business in British Columbia, or

(d) it otherwise carries on business within British Columbia,

but, for the purposes of this Act, it

(e) is deemed not to carry on business in British Columbia if its business in British Columbia is banking or is constructing and operating a railway, and

(f) is not to be deemed to carry on business in British Columbia merely because of an interest it has as a limited partner in a limited partnership carrying on business in British Columbia.

 Application to existing companies

2  Subject to this Act, this Act applies to an existing company in the same manner as if the company had been incorporated under this Act, and

(a) a reference, express or implied, to a date of incorporation must be construed as a reference to the date at which the company was incorporated under the Act or Ordinance under which it was incorporated,

(b) if the articles of the company include a provision contained in Table A in the First Schedule of the Companies Act, 1862, or of the Companies Act, 1897, or of the Companies Act, 1910, or of the Companies Act, 1921, or of the Companies Act, R.S.B.C. 1960, c. 67, the provision, so far as it is not contrary to or inconsistent with an express provision of this Act or a regulation made under this Act, continues to apply until altered under this Act, and

(c) in the case of a company incorporated or deemed to have been incorporated under the Companies Act, 1878, or the Companies Act, 1890,

(i)  the word "Liability" must be struck out of the name of the company, and

(ii)  the articles of the company, so far as they are not contrary to or inconsistent with an express provision of this Act or regulations made under this Act, continue in force until altered under this Act.

 Special Act companies

3  (1)  Every corporation incorporated by an Act of the Legislature enacted on or after October 1, 1973 is, except as otherwise provided in that Act, subject, with the necessary changes and so far as is applicable, to

(a) this Act other than sections 2, 4, 247 to 255 and Parts 2 and 10, and

(b) regulations made under this Act other than

(i)  regulations made in respect of sections 2, 4, 247 to 255 and Parts 2 and 10, and

(ii)  regulations that expressly exclude their application to those corporations.

(2)  If there is a conflict or inconsistency between this Act or a regulation made under this Act applicable to a corporation referred to in subsection (1) and its Act of incorporation, its Act prevails.

 Winding up

4  Part 9 applies to the dissolution of every corporation incorporated by or under any other Act of the Legislature, unless that Act contains express provision to the contrary.

 Formation of company

5  (1)  Subject to this Act, one or more individuals may form a company by subscribing their names to a memorandum and by complying with this Part.

(2)  The memorandum must

(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, if there are shares of different kinds and classes, the number of shares of each kind and class taken by the subscriber,

(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.

 Articles

6  (1)  A company must 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 must be

(a) printed or typewritten, and

(b) divided into paragraphs numbered consecutively.

 Signatures required

7  The memorandum and articles must be signed by every subscriber.

 Registration documents

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,

the registrar, if satisfied that this Act has been complied with, must register the memorandum and articles and enter the name of the company in the register of companies.

 Evidence of incorporation

9  On registration under section 8 the registrar must

(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.

 Corrections

10  If 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, on the written request of the registrar sent by registered mail, must pass the resolutions and file with the registrar the documents the registrar requires, after which the registrar must correct the register, and may, if it appears to him or her to be necessary, on delivery of the certificate of incorporation to him or her, make the necessary corrections.

 Conclusiveness of certificate

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.

 Effect of incorporation

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.

 Effect of memorandum and articles

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 and the member's heirs, executors and administrators to observe the memorandum and articles.

 Company without a member

14  A company must 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.

 Name reservation

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.

 Form of name

16  (1)  A company other than a specially limited company must 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 must 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 each of the words "Limited", "Limitée", "Incorporated", "Incorporée", "Corporation" and "Non-Personal Liability" is interchangeable with its abbreviation "Ltd.", "Ltée", "Inc.", "Corp." and "N.P.L.", respectively.

(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 must have the initials "(VCC)" as part of its name.

(7)  A company licensed under the International Financial Business Act must have the words "International Financial Business" or the abbreviation "I.F.B." as part of its name.

(8)  A company other than a company registered under Part 2 of the Employee Investment Act must not carry on business under a name that includes the initials "(EVCC)".

 Registrar's discretion as to name

17  A company must not be incorporated, a corporation must not be continued and an extraprovincial company must not be registered by a name that the registrar, for a good and valid reason, disapproves.

 Registrar's discretion after incorporation

18  (1)  If 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 British Columbia, 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 reasons, order the company or extraprovincial company to change its name to one that the registrar approves.

(2)  If the executive director notifies the registrar of the executive director's disapproval of the name of a captive insurance company, the registrar must order the company to change its name to one that meets the approval of both the registrar and executive director.

(3)  If 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 reasons, order the company to change its name to one that does not include the abbreviation "(VCC)".

(4)  If 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 reasons, order the company to change its name to one that does not include the words or abbreviation referred to in section 16 (7).

(5)  If 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 reasons, order the company to change its name to one that does not include the abbreviation "(EVCC)".

(6)  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.

(7)  Within 14 days after receiving an order made under subsection (1), (2), (3), (4) or (5), the company or extraprovincial company may appeal the order to the court.

(8)  On receipt of a copy of a resolution under section 223 or, in the case of an extraprovincial company, the document evidencing the change of name to a name approved by the registrar, he or she must enter the new name on the register in place of the former name, and must issue a certificate showing the change of name.

(9)  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.

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

 Kinds of shares

19  (1)  The authorized capital of a company consists of shares with par value, or shares without par value, or both kinds of shares.

(2)  The authorized capital must be described in the memorandum, which must state the aggregate number of shares that the company may issue and,

(a) if 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) if 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)  If shares in a company are of both kinds of shares, the shares with par value must be a class or classes of shares distinct from the shares without par value.

(4)  Every share without par value must 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 must be expressed in Canadian currency.

(6)  A share in a company is personal estate.

 Classes of shares

20  A company may, in its memorandum or articles, provide for shares of different classes with special rights or restrictions.

 Power and capacity of company

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.

 Restricted business and powers

22  (1)  A company must not carry on a business that it is restricted from carrying on by its memorandum.

(2)  A company must not 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 merely because the act contravenes subsection (1) or (2).

 Existing company objects

23  If the words "The objects for which the Company is established are", or words of similar effect, are contained in the memorandum of a company incorporated before October 1, 1973, other than a specially limited company, those words are deemed to be struck out and the words "The businesses that the Company is permitted to carry on are restricted to the following" are deemed to be substituted for them.

 Existing company powers

24  If 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 is deemed to restrict the company from exercising that excluded power.

 Application to restrain

25  If 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) if it appears that a contract has not been substantially performed by a party to the contract, make the order it considers necessary.

 No constructive notice

26  In proceedings by or against a company, no person is affected by or is deemed to have notice or knowledge of the contents of a document or record concerning the company merely because the document or record has been filed with the registrar or is available for inspection at an office of the company.

 Restrictions on powers of specially limited company

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 the paragraph numbered 2 of Form 2 in the Second Schedule.

 Existing specially limited company objects

28  If the words "The objects of the Company are restricted to the following purposes", or words of similar effect, are contained in the memorandum of a specially limited company incorporated before October 1, 1973, those words are deemed to be struck out and the words "The businesses that the company is permitted to carry on are restricted to the following" are deemed to be substituted for them.

 Restrictions on specially limited company

29  Despite other restrictions that may be contained in its memorandum, a specially limited company incorporated on or after October 1, 1973 is restricted by its memorandum from exercising the powers in the paragraph numbered 3 of Form 2 in the Second Schedule.

 Existing specially limited company powers

30  The memorandum of a specially limited company incorporated before October 1, 1973 is deemed to contain, as its last paragraph, the paragraph numbered 3 of Form 2 in the Second Schedule.

 Memorandum of existing company altered

31  If 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 must be in accordance with the alteration.

 Joint tenancy in property

32  (1)  Every corporation is capable of acquiring and holding property in joint tenancy in the same manner as a natural person, and, if 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 same conditions and restrictions as attach to acquiring and holding property by a corporation in severalty.

(2)  If 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.

 Specific powers

33  (1)  A corporation created in British Columbia 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 located in or out of British Columbia, and every deed or other instrument signed by the attorney on behalf of the corporation, so far as it is within the attorney's authority, binds the corporation,

(b) if 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) if 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.

(2)  Every person authorized under subsection (1) (b) or (c) is entitled to exercise the same powers on behalf of the corporation that the person represents as that corporation could exercise if it were an individual member, creditor or debenture holder of that other corporation.

 Extraterritorial capacity

34  (1)  Every corporation created in British Columbia has, and is deemed to have always had, capacity to carry on its business or exercise its powers outside British Columbia and to accept powers and rights concerning them from any lawful authority outside British Columbia, unless the operations of a corporation are confined to British Columbia 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 British Columbia may be amended.

 Official seal

35  (1)  A corporation created in British Columbia 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), as between the corporation and a person dealing with the agent, continues during the period mentioned in the instrument conferring the authority, and, if no period is mentioned, continues until notice of the revocation or determination of the authority of the agent has been given to the person dealing with the agent.

(4)  Every agent affixing an official seal must, by writing under the agent's 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 binds the corporation.

 Transfer of incorporation to British Columbia

36  (1)  A corporation incorporated under the laws of a jurisdiction other than British Columbia 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 must

(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 must make amendments to the charter of the corporation necessary to make the instrument conform to the laws of British Columbia 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, when all prescribed fees have been paid, may file one duplicate of the instrument and issue to the corporation a certificate of continuation to which the registrar must 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 or her 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)  [Repealed 2003-51-8.]

 Transfer of incorporation from British Columbia

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 ceases to be a company within the meaning of this Act on and after the date on which the company is continued under the laws of the other jurisdiction, and the company must 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 British Columbia.

(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 the member's shares, and in that event section 207 applies.

 Effect of continuation

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.

 Registered and records offices

39  (1)  Every company, at all times, must maintain a registered office and, for the purposes of section 163, a records office, both in British Columbia 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.

 Change of registered or records office

40  (1)  The directors of a company may change the location of its registered office or records office in British Columbia 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 must forward to the previous registered office or records office one copy of the notice bearing evidence that it has been filed with the registrar.

(4)  If 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 the agent's or solicitor's place of business to another location, the agent or solicitor must notify the registrar of the change of address and file with the registrar a notice of the change in Form 4 in the Second Schedule for each company having a records office or registered office at the agent's or solicitor's 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.

 Power to allot and issue shares

41  (1)  The directors of every company that is not a reporting company, before allotting shares, must offer those shares proportionately to the members, but if there are classes of shares, the directors must first offer the shares to be allotted proportionately to the members holding shares of the class proposed to be allotted and, if any shares remain, the directors must then offer the remaining shares proportionately to the other members.

(2)  Subsection (1) does not apply to an allotment of shares pursuant to

(a) rights of exchange or conversion attached to shares or securities of the company,

(b) an amalgamation agreement under section 248,

(c) a compromise or arrangement under section 252,

(d) a dividend payable in shares,

(e) an employee share ownership plan registered under Part 1 of the Employee Investment Act, or

(f) an employee venture capital plan registered under Part 2 of the Employee Investment Act.

(3)  The offer referred to in subsection (1) must be made by notice specifying the number of shares offered and the time, which must be not less than 7 days, for acceptance.

(4)  After the expiration of the time for acceptance of the offer referred to in subsection (1) or on receipt of written confirmation from the person to whom the offer is made that the person declines to accept the offer, and if there are no other members holding shares who should first receive an offer, the directors may offer shares for 3 months after that time, to the persons and in the manner the directors think most beneficial to the company, but the offer to those persons must not be at a price less than, or on terms more favourable than, the offer to the members.

(5)  A member may not waive generally the member's right to be offered shares referred to in subsection (1), but a member may, in writing, waive the member's right to be offered a specified allotment of shares.

(6)  Unless there is provision to the contrary in its memorandum or articles, a reporting company may allot and issue its shares at the times, in the manner and to the persons, or class of persons, the directors determine.

 Price or consideration for shares

42  (1)  Subject to section 47, no shares with par value may be allotted or issued except at a price or for a consideration at least equal to the product of the number of shares allotted or issued multiplied by their par value.

(2)  No shares without par value may be allotted or issued at a price or for a consideration less than,

(a) if the memorandum or articles authorize the directors to determine the price or consideration, the price or consideration determined by them, or

(b) if there is no provision in the memorandum or articles as mentioned in paragraph (a), the price or consideration determined by special resolution,

and the capital of the company is, with respect to those shares, an amount equal to at least the aggregate amount of the price or consideration paid to the company on or for those shares that are issued, together with amounts that may be added to that capital by ordinary resolution.

(3)  Even if the price or consideration for a share may be other than cash, the price or consideration for a share may, at the time when the share is allotted, be expressed in terms of money and so recorded in the proceedings of the directors of the company.

 Shares to be fully paid

43  (1)  No share may be issued until it is fully paid.

(2)  A share is not fully paid until the company has received the full consideration for it in cash, property or services.

(3)  For the purposes of subsection (2),

(a) a document evidencing indebtedness of the allottee does not constitute property,

(b) services are past services actually performed for the company,

(c) the value of property or services is an amount set by resolution of the directors that is, in all circumstances of the transaction, no greater than fair market value, and

(d) the full consideration received for a share issued by way of dividend is the amount declared by the directors to be the amount of the dividend.

 Exception

44  (1)  If shares or securities are issued with rights of exchange or conversion attached to them, the company may, in accordance with those rights,

(a) convert or exchange any of those shares or securities that are fully paid into or for unissued shares, and

(b) reissue shares converted or exchanged under this section as if they had never been issued.

(2)  Sections 42 and 43 (2) and (3) do not apply to a conversion or exchange of shares under

(a) subsection (1),

(b) an amalgamation agreement under section 248, or

(c) a compromise or arrangement under section 252,

and if the shares converted or exchanged are fully paid, the shares issued under the conversion or exchange are deemed to be fully paid.

 Liability of directors

45  Every director is jointly and severally liable to compensate the company and any member for any loss, damage and costs sustained by the company or the member by reason of the allotment or issue of a share in contravention of section 42 or 43.

 Prohibition of fractional shares

46  A company must not allot or issue fractional shares except as permitted by section 241.

 Commissions and discounts

47  (1)  A company, if authorized by its memorandum or articles, may pay a commission or allow a discount to a person in consideration of the person subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions, whether absolutely or conditionally, for its shares, but, in the case of a company other than a specially limited company, the commission and discount in the aggregate must not exceed 25% of the subscription price.

(2)  Subject to subsection (1), a company must not apply any of its shares or capital money, either directly or indirectly, in payment of a commission, discount or allowance to a person in consideration of the person subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions, whether absolutely or conditionally, for shares in the company.

 Right to share certificate

48  (1)  A member of a company is entitled, without charge, to a share certificate evidencing the shares held by the member.

(2)  A company must not issue a share certificate to a member until the company has entered in the registers of allotments, transfers and members the information required to be entered in them under sections 65, 66 and 67 in respect of the shares evidenced by the share certificate.

(3)  A company that contravenes subsection (2) commits an offence.

 Issuing certificates

49  (1)  Every company must, within one month after the allotment of and payment for any of its shares, have ready for delivery the share certificate for those shares.

(2)  Unless the conditions of the share provide otherwise, every company must, within one month after the delivery to the company of an instrument of transfer of shares, have available for delivery the share certificate for the share transferred, but if the company refuses to register a transfer of shares it must, within one month after the date on which the instrument of transfer was delivered to the company, send to the transferee a notice of the refusal to register.

(3)  If the memorandum or articles of a company provide for shares with a special right to convert or exchange attached to them, the company must, within one month after receipt by the company of the share certificate for the share to be converted or exchanged properly tendered to it for conversion or exchange, have available for delivery the share certificate resulting from the conversion or exchange.

(4)  If a company fails to comply with a requirement of this section, the court, on the application of the person entitled to have the share certificate delivered to the person, may make an order directing the company and any director or officer of the company to comply within the time specified in the order and may direct that all costs of and incidental to the application be borne by the company, or by a director or officer of the company responsible for the default.

 Splitting certificates

50  (1)  A member of a company may require the company to issue to the member 2 or more share certificates for any shares registered in the member's name so that each new share certificate specifies the number of shares that the member requires, and in that case the member must surrender to the company the certificate in place of which the new certificates are to be issued.

(2)  The company may impose a charge for each new certificate as prescribed by the articles, or, in the absence of a provision in the articles, as the company or the directors decide, not to exceed, in either case, a prescribed amount for each new certificate.

(3)  When shares are held jointly, the company is not bound to issue more than one share certificate, but the joint holders are entitled to exercise jointly the right conferred by subsection (1).

(4)  If a new share certificate is required under subsection (1), section 49 applies as if the new certificate were the certificate to be delivered after the allotment of the shares.

 Contents of certificate

51  (1)  Every share certificate of a company, issued on or after October 1, 1973, must state on its face

(a) the name of the company and the words

(i)  "Incorporated in British Columbia",

(ii)  "Amalgamated in British Columbia", or

(iii)  "Continued in British Columbia",

as applicable,

(b) the name of the person to whom the certificate is issued,

(c) the number and class and, if applicable, series of shares represented by it and whether the shares are with or without par value and, if with par value, that value,

(d) the date of issue of the share certificate,

(e) if the shares evidenced by it are subject to a restriction on transfer, a conspicuous statement that the restriction exists, and

(f) the number or other designation by which the certificate is identified.

(2)  Every share certificate issued on or after October 1, 1973 for partly paid shares issued before October 1, 1973 must state on its face,

(a) if the company is a specially limited company, the word "Assessable", and

(b) if the company is not a specially limited company, the amount paid up on each of the shares represented by it.

(3)  Subject to subsection (4), every share certificate issued on or after October 1, 1973 for shares with special rights or restrictions attached must contain or have attached to it a full text of the special rights or restrictions.

(4)  A company may, instead of complying with subsection (3), keep a copy of the full text of the special rights or restrictions attached to a share referred to in subsection (3) at either its records office or registered office, and if so kept, it must

(a) provide a free copy of that full text to any person who demands one, and

(b) endorse every share certificate representing a share with those special rights or restrictions attached with a statement that

(i)  there are special rights and restrictions attached to the share, and

(ii)  that a free copy of the full text of them may be obtained at the registered office or records office, wherever they are kept.

(5)  Every company that contravenes any requirement of this section commits an offence.

 Certificate as evidence of title

52  A share certificate issued by the company and signed as required by section 53 evidencing shares held by a member is proof in the absence of evidence to the contrary of the title of the member to the shares.

 Signature on certificate

53  Every share certificate of a company must be signed manually by at least one officer or director of the company, or by or on behalf of a registrar, branch registrar, transfer agent or branch transfer agent of the company, and any additional signatures may be printed or otherwise mechanically reproduced and, in that event, a certificate so signed is as valid as if signed manually.

 Lost or destroyed certificate

54  If a share certificate of a company is worn out, defaced, lost or destroyed, it may be renewed on payment of the charge, not exceeding a prescribed amount, and on the terms for evidence and indemnity as the articles require, or in the absence of a provision in the articles, as the directors determine.

 Liability of members

55  (1)  The liability of a member for a share held by the member is limited,

(a) in the case of a share with par value, to the amount unpaid on it, and

(b) in the case of a share without par value, to the amount unpaid on it of the price or consideration for which the share was issued by the company,

but a member is not personally liable for more than the amount actually agreed to be paid for a share held by the member.

(2)  Money payable by a member to the company under the memorandum or articles is a debt due from the member to the company of the nature of a specialty debt.

(3)  No member of a company is personally liable for the debts, obligations or acts of the company.

 Liability for partly paid shares

56  The provisions of the Companies Act, R.S.B.C. 1960, c. 67, and the provisions of the articles of an existing company, that relate to

(a) the payment of calls by, and dividends to, and the liability of, the holder of shares that are not fully paid, and

(b) the enforcement of the liability referred to in paragraph (a),

continue to apply for shares that were not fully paid on October 1, 1973.

 Liability of past and present members

57  For the purposes of the Bankruptcy and Insolvency Act (Canada) and the Winding-up Act (Canada), every present and past member is, subject to section 55, liable to contribute to the assets of the company to an amount sufficient for the payment of its debts and liabilities and the costs, charges and expenses of the bankruptcy or winding up, as the case may be, and for the adjustment of the rights of the members among themselves, but

(a) a past member is not liable to contribute

(i)  if the past member has ceased to be a member for one year or more before the commencement of the bankruptcy or winding up,

(ii)  in respect of a debt or liability of the company contracted after the past member ceased to be a member, or

(iii)  unless it appears to the court that the existing members are unable to satisfy the contributions required to be made by them,

(b) a sum due to a member, because of being a member, by way of a dividend, profit or otherwise is deemed not to be a debt of the company payable to that member if there is a competition between the member and any other creditor not a member, but the sum may be taken into account for the purpose of the final adjustment of the rights of the members among themselves.

 Share transferable

58  A share in a company is transferable as provided by the articles of the company.

 Instrument of transfer

59  Despite the memorandum or articles of a company, a company must not register a transfer of shares unless a proper instrument of transfer has been delivered to the company, but an instrument of transfer is not required for the company to register a transmission of shares under section 64.

 Powers of personal representative

60  (1)  Despite the memorandum or articles of a company, the guardian, committee, trustee, curator, tutor, personal representative or trustee in bankruptcy of a member, although not entered as a member, has the rights, privileges and obligations that attach to the shares held by the member, if the documents required by section 63 are produced and deposited with the company.

(1.1)  Subsection (1) applies to a representative who is authorized under the Representation Agreement Act to exercise the rights and privileges or perform the obligations of a member.

(2)  Subsections (1) and (1.1) do not apply on the death of a member for shares registered in the member's name and the name of another person in joint tenancy.

 Transfer by personal representative

61  A transfer of the share or other interest of a member made by a person who is the guardian, committee, trustee, curator, tutor or trustee in bankruptcy of a member or who is the member's personal representative or representative authorized under the Representation Agreement Act is, although that person is not himself or herself a member, as valid as if that person had been a member at the time of the execution of the instrument of transfer.

 Registration of transfer

62  Subject to this Act and the memorandum and articles of a company, the company, on the application of the transferor or transferee of a share in the company, must enter the name of the transferee in its register of members.

 Documents for transmission

63  If a person applies to a company or its transfer agent to effect a transmission of shares or other securities, the person must produce

(a) a declaration of transmission made by a guardian, committee, trustee, curator, tutor, personal representative, representative authorized under the Representation Agreement Act or trustee in bankruptcy stating the particulars of the transmission,

(b) the share certificate or security registered in the name of the deceased or bankrupt,

(c) in the case of a death

(i)  the original grant of probate or letters of administration or a court certified copy of them, or

(ii)  the original or a court certified or authenticated copy of the grant of representation, will, order or other instrument or other evidence of the death under which title to the shares or securities is claimed to vest,

(d) in the case of bankruptcy, a copy of the court order or of the assignment in bankruptcy and a copy of the instrument appointing the trustee, and

(e) in any other case,

(i)  if the person making the declaration of transmission referred to in paragraph (a) was appointed by a court, a court certified copy of the court order, and

(ii)  if that person was not appointed by a court, a copy of the document evidencing that person's appointment or authority and other evidence of the appointment or authority required by the company.

 Effect of documents deposited

64  The deposit of the documents required by section 63 is, despite the memorandum or articles, sufficient authority to enable a company or its transfer agent, on application by the guardian, committee, trustee, curator, tutor, personal representative, representative authorized under the Representation Agreement Act or trustee in bankruptcy, to register that person as the registered holder of the shares or other securities in that person's representative capacity.

 Register of allotments

65  (1)  Every company must keep a register of allotments and must promptly enter on it the names and addresses of every allottee, together with the shares allotted, showing

(a) the date of the allotment,

(b) whether the allotment was for cash or for other consideration,

(c) the kind and class and, if applicable, series of the shares,

(d) the par value, if any,

(e) the amount paid on each share,

(f) the number of shares allotted for cash,

(g) the number of shares allotted for considerations other than cash and particulars of the contract under which the shares have been allotted, and

(h) the amount or rate, if any, of commission paid, or agreed to be paid, or discount allowed, or agreed to be allowed.

(2)  Every company that contravenes this section commits an offence.

 Register of transfers

66  (1)  Every company must keep with its register of members a register of transfers in which every transfer of shares of the company, whether transferred on the register of members or on any branch register of members, and the date and other particulars of each transfer, must be set out.

(2)  Every company that contravenes this section commits an offence.

 Register of members

67  (1)  Every company must keep a register of its members and must promptly enter in it the names of the subscribers to the memorandum and the name of every other person who agrees to become a member of the company, together with

(a) the full name and address of every subscriber or other person, noting, if applicable, the subscriber's or other person's representative capacity,

(b) the date on which each person was entered in the register as a member and whether the person acquired the person's share by allotment, transfer, conversion, exchange or otherwise, and, if by transfer, from whom,

(c) the date on which a person ceased to be a member,

(d) the kind and class and, if applicable, series of shares held by each member, their par value, if any, and, in the case of partly paid shares, the amount paid or agreed to be considered as paid on each share, and

(e) identifying particulars of the share certificates issued for the shares held by the members.

(2)  The register of members is proof in the absence of evidence to the contrary of any matters directed or authorized by this Act to be inserted in it.

(3)  Every company that contravenes subsection (1) commits an offence.

 Rectification of register

68  (1)  If

(a) the name of a person is, without sufficient cause, entered in, or omitted from, the register of members of a company, or

(b) default is made or unnecessary delay takes place in entering in the register of members the fact that a person ceased to be a member,

the person aggrieved, a member of the company, the personal representative or trustee in bankruptcy of the person aggrieved or of the member of the company, or the company, may apply to the court for rectification of the register.

(2)  The court may order rectification of the register of members and payment by the company of damages sustained by a party aggrieved and may, despite the summary nature of the process, decide a question relating to the title of a person who is a party to the application, and generally may decide a question necessary or expedient to be decided for rectification of the register.

 Safekeeping of registers of members

69  (1)  A company may keep its register of members at any office in British Columbia of

(a) a trust company, or

(b) an extraprovincial trust corporation

that is authorized to carry on trust business under the Financial Institutions Act.

(2)  If a company, in accordance with subsection (1), keeps its register of members at an office of a trust company or extraprovincial trust corporation, it may also keep its register of allotments and its register of transfers at that office.

(3)  If a company, in accordance with this section, keeps its register of members and either or both of its register of allotments and its register of transfers at an office of a trust company or extraprovincial trust corporation, the trust company or extraprovincial trust corporation, as the case may be, must promptly give the registrar notice

(i)  of the address of its office in British Columbia at which those registers of that company are kept,

(ii)  of any change of the address of its office at which those registers of that company are kept, and

(iii)  on ceasing to keep them, of the date it ceases to keep those registers of that company.

 Branch register

70  (1)  A company must not keep, or cause to be kept, a branch register of members, except as permitted by this section.

(2)  A company may, if authorized by its articles, keep, or cause to be kept in British Columbia by a trust company that is authorized to carry on trust business under the Financial Institutions Act, or an extraprovincial trust corporation that is so authorized, one or more branch registers of members.

(3)  A company may, if authorized by its articles, cause to be kept outside British Columbia one or more branch registers of members.

(4)  The company or a trust company or an extraprovincial trust corporation keeping a branch register of members must immediately give the registrar notice of

(a) the address at which the branch register is kept,

(b) any change of the address referred to in paragraph (a), and

(c) the date it ceases to keep the branch register.

(5)  Each branch register of members must

(a) be kept in the same manner in which the register of members is required to be kept,

(b) be open for inspection and make available extracts and copies furnished in the same manner and on the same conditions as apply to the register of members under sections 164 and 165, and

(c) be proof in the absence of evidence to the contrary of any matters directed or authorized by this Act to be inserted in it.

(6)  A copy of every entry in a branch register of members must, promptly after the entry is made, be

(a) transmitted to the place where the register of members is kept,

(b) entered in the register of members, and

(c) retained by the person responsible for keeping the register of members.

(7)  Every branch register of members is deemed to be part of a company's register of members, and entry in a branch register of members of the matters required to be entered in the register of members constitutes compliance with sections 62 and 67.

(8)  Every company that contravenes this section commits an offence.

 Branch register of foreign corporation

71  If, by virtue of the law in force in any other province, state, territory or country, a corporation incorporated under the law keeps in British Columbia a branch register of its members, the Lieutenant Governor in Council may, by order published in the Gazette, declare that the provisions of this Act for inspection, copies, place of keeping and rectification of registers of members, subject to any modifications specified in the order, apply to the branch register kept in British Columbia.

 Index of members

72  (1)  Every company having more than 100 members must,

(a) unless the register of members is in a form constituting in itself an index, keep an index of the names of the members of the company as a part of its register of members, and

(b) within 14 days after the date on which an alteration is made in the register of members, make any necessary alteration in the index.

(2)  The index of members must be so kept as to enable particulars with respect to every member to be readily ascertained.

(3)  Every company that contravenes this section commits an offence.

 Record date

73  (1)  For the purpose of determining members, or members of a class of members, entitled to notice of, or to vote at, a general meeting or class meeting or entitled to receive payment of a dividend or for any other proper purpose, the directors may set in advance a date as the record date.

(2)  If a record date is set, it must be not more than 49 days before the date on which the particular action requiring the determination of the members is to be taken.

(3)  If no record date is set for the determination of members entitled to notice, or to vote, or of members entitled to receive payment of a dividend or for any other proper purpose, the date on which notice of the meeting is mailed or on which the resolution of the directors declaring the dividend is adopted respectively is the record date for the determination.

(4)  A determination of members entitled to vote at a meeting made as provided in this section applies to an adjournment of the meeting.

(5)  A company must not at any time close its register of members.

 Discharge for payments

74  The negotiation of a cheque by, or the acknowledgment of receipt by, a person whose name is entered in the register of members, whether or not registered in a representative capacity, is a valid discharge to a company for a dividend or sum paid or property transferred by it for a share registered in the name of the person, and the company is not bound to see to the execution of a trust, express, implied or constructive, concerning shares of the company.

 Register of indebtedness

75  (1)  Every reporting company must keep a register of its indebtedness in excess of $5 000 to each director or officer of the company, or an associate of any of them, which register must contain

(a) the name of the creditor,

(b) the date the indebtedness was incurred,

(c) the amount,

(d) the interest rate payable, and

(e) the due date.

(2)  Every company that contravenes this section commits an offence.

 Register of debentures

76  (1)  Every company must keep a register of its debentures containing particulars of every debenture issued by it and outstanding, showing its date and amount, the amount or rate of any consideration, commission or discount paid or made directly or indirectly by the company to a person in consideration of the person subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions, whether absolutely or conditionally, for any of the debentures, and identifying the person.

(2)  The deposit of a debenture as security for a debt of a company must not, for the purpose of this section, be treated as the issue of the debenture at a discount.

(3)  Every company that contravenes subsection (1) commits an offence.

 Register of debentureholders

77  (1)  Every company must keep in one or more books a register of debentureholders and must immediately enter in it, by series of debentures, the name of every person who becomes a registered holder of any of its debentures, together with

(a) the full name and address of every debentureholder, noting, if applicable, the debentureholder's representative capacity,

(b) the date that each debentureholder is entered in the register, and whether the debentureholder acquired the debenture by issue or transfer or otherwise and, if by transfer, from whom,

(c) the date that a person ceased to be a debentureholder for a registered debenture,

(d) the kind and amount of each registered debenture held by the debentureholder, and

(e) particulars of the registered debentures held by the debentureholder.

(2)  The register of debentureholders is proof in the absence of evidence to the contrary of matters directed or authorized by this Act to be inserted in it.

(3)  Every company that contravenes subsection (1) commits an offence.

 Branch register of debentureholders

78  A company may, if authorized by its articles and the debenture, or any trust indenture under which a registered debenture has been issued, cause to be kept one or more branch registers of its debentureholders.

 Form of registers

79  (1)  Sections 69 and 72 apply to the register of debentureholders.

(2)  Sections 70 and 72 apply to a branch register of debentureholders.

 Issuing debenture

80  (1)  Unless the conditions of issue of a debenture otherwise provide, every company, within one month after the allotment of and payment for a debenture, must have the debenture available for delivery.

(2)  Every company, within one month after the delivery to it of an instrument of transfer of a debenture, must have available for delivery the debenture transferred, but if the company refuses to register a transfer of a debenture the company must send a notice of refusal to register to the transferee within one month after the date on which the instrument of transfer was delivered to the company.

(3)  If a company fails to comply with a requirement of this section, the court, on the application of the person entitled to have the debenture delivered or transferred to the person, may make an order directing the company and a director or officer of the company to comply within the time specified in the order, and may direct that all costs of and incidental to the application be borne by the company, or by a director or officer of the company responsible for the default.

 Signatures on debenture

81  (1)  Every debenture must be signed manually by at least one officer or director of the company, or by or on behalf of a registrar, branch registrar, transfer agent or branch transfer agent for the debenture appointed by the company, or by or on behalf of a trustee who certifies it in accordance with a trust indenture.

(2)  Any additional signatures may be printed or otherwise mechanically reproduced and, in that event, a debenture so signed is as valid as if signed manually.

 Enforcement of contract to take debentures

82  Every contract with the company to take up and pay for a debenture of the company may be enforced by an order for specific performance.

 Validity of perpetual debenture

83  Despite any rule of equity to the contrary, no condition contained in a debenture, or in a deed for securing a debenture, is invalid merely because the debenture is made irredeemable or redeemable only on the happening of a contingency, however remote, or on the expiration of a period, however long.

 Issue of redeemed debenture

84  (1)  If a company redeems a debenture that was previously issued as one of a series,

(a) unless an express or implied provision to the contrary is contained in the debenture, the articles or a contract entered into by the company, or

(b) unless the company has, by a resolution of the members, manifested its intention that the debenture be cancelled,

the company has, and is deemed always to have had, power to reissue the debenture, either by reissuing the same debenture or by issuing another debenture in its place, and

(c) if the debenture so states, or

(d) if the debenture was first issued before January 1, 1977,

on the reissue the person entitled to the debenture has, and is deemed always to have had, the same priority as if the debenture had never been redeemed.

(2)  If a company redeems a debenture and has the power to reissue that debenture, particulars of that debenture must be included in the balance sheet of the company.

(3)  If a company has issued or deposited a debenture created by it to secure advances on current account or otherwise, the debenture is not deemed to have been redeemed merely because any of the advances are repaid, or that the account of the company ceases to be in debit, while the debenture remains issued or deposited.

(4)  The reissue of a debenture or the issue of another debenture in its place under this section is deemed not to be the issue of a new debenture for the purpose of a provision limiting the amount or number of debentures to be issued.

 Preferential payment of wages and salary

85  (1)  If a receiver or receiver manager is appointed on behalf of debentureholders of a company whose debentures are secured by a charge on all or substantially all the assets of the company, or any other person takes possession by or for those debentureholders of the property comprised in or subject to the charge, there must be paid out of assets coming into the hands of the receiver or receiver manager, or other person taking possession in priority to any claim for principal or interest in respect of the debentures, the wages or salary of any employee, except an employee who is a director, paid on a basis of time or piece work, for services rendered to the company during 3 months before the date of the appointment of the receiver or receiver manager, or other person taking possession, but not exceeding $2 000 for each employee.

(2)  Payments made under this section must be recovered out of the assets of the company available for payment of general creditors, to the extent of those assets.

 Interpretation

86  In sections 87 to 97:

"event of default" means an event specified in a trust indenture on the occurrence of which

(a) the security, if any, constituted by the trust indenture becomes enforceable, or

(b) the principal, interest or other money payable under it becomes, or may be declared to be, payable before maturity,

but the event is not an event of default unless and until every condition prescribed by the trust indenture for the occurrence of the event, the giving of notice, the lapse of time, or any other matter have been satisfied;

"trustee" means a person appointed as trustee by or under the terms of a trust indenture;

"trust indenture" means a deed, indenture or document however designated, including every supplement or amendment to it, under which a corporation issues or guarantees a debenture and by or under which a person is appointed as trustee for the holder of a debenture issued or guaranteed under it.

 Application

87  (1)  Subject to subsection (2), sections 86 to 97 apply to a trust indenture, whether entered into before or after October 1, 1973, for any of the debentures outstanding or guaranteed under it, unless the sale by the issuer of the debentures secured by the trust indenture is exempt from registration under the Securities Act.

(2)  On application by an interested person or on the executive director's own motion, the executive director may make an order, subject to the terms and conditions the executive director considers appropriate, exempting a trust indenture or a class of trust indentures from one or more of the provisions of sections 86 to 97 if the executive director considers that to do so would not be prejudicial to the public interest.

 Eligibility of trustee

88  (1)  A person must not be appointed a trustee unless the person, or if there is more than one person to be appointed as trustee, unless at least one of them, is resident in, or authorized to do business in, British Columbia, or authorized to carry on trust business under the Financial Institutions Act.

(2)  A person must not be appointed or act as a trustee if a material conflict of interest exists in the person's fiduciary role as a trustee.

(3)  Every trustee, within 90 days after the trustee becomes aware that a material conflict of interest exists, must either

(a) eliminate that conflict of interest, or

(b) resign from office.

(4)  Every trust indenture, charge created by it and debenture issued under it is, despite a material conflict of interest of the trustee, valid.

(5)  If a trustee has a material conflict of interest, an interested party may apply to the court, whether or not the period referred to in subsection (3) has expired, for an order that the trustee be removed and replaced on the conditions the court considers necessary.

 Record of registered holders

89  (1)  Every holder of a debenture issued under a trust indenture may, on payment to the trustee of a reasonable fee, require the trustee to furnish, within 25 days after receiving the affidavit referred to in subsection (3), a list setting out

(a) the name and address of every registered holder of outstanding debentures issued under the trust indenture,

(b) the aggregate principal amount of outstanding debentures owned by each holder, and

(c) the aggregate principal amount of debentures outstanding,

as shown on the records of the trustee on the day that the affidavit is delivered.

(2)  If the applicant is a corporation, the affidavit required under subsection (1) must be made by a director or officer of the corporation.

(3)  Every affidavit required under subsection (1) must contain

(a) the name, address and occupation of the applicant,

(b) if the applicant is a corporation, its name and address for service, and

(c) a statement that the list will not be used except for corporate purposes.

(4)  If, without reasonable excuse, the trustee receiving the affidavit fails to furnish the list under subsection (1), the holder of the debenture may apply to the court for an order requiring the trustee to furnish the list and the court may make the order.

 Information for trustee

90  Every issuer or guarantor of debentures issued under, or a registrar appointed under, a trust indenture, on demand by the trustee, must promptly furnish to the trustee the names and addresses of the registered holders of those debentures.

 Evidence of compliance

91  Every issuer or guarantor of debentures issued or to be issued under a trust indenture, on demand by the trustee, must immediately provide to the trustee evidence of compliance with every term of the trust indenture relating to the

(a) issue, certification and delivery of debentures issued under the trust indenture,

(b) release, or release and substitution, of property subject to a mortgage, charge, lien or other encumbrance created by the trust indenture,

(c) satisfaction and discharge of the trust indenture, and

(d) taking of any other action required or permitted to be taken by the trustee.

 Contents of evidence of compliance

92  Evidence of compliance as required by section 91 consists of

(a) a certificate or affidavit made by a director or officer of the issuer or guarantor stating that every term referred to in that section has been complied with,

(b) if there are terms, compliance with which are by the trust indenture made subject to review by

(i)  a solicitor, an opinion of a solicitor acceptable to the trustee that those terms have been complied with, or

(ii)  an auditor or accountant, an opinion or report of the auditor or accountant of the issuer or guarantor or other accountant that the trustee may select, that those terms have been complied with, and

(c) a statement by the person giving the evidence of compliance under paragraphs (a) and (b)

(i)  that the person has read and understands the terms of the trust indenture concerning which the evidence is given,

(ii)  describing the nature and scope of the examination or investigation on which the person's statements or opinions are based,

(iii)  that the person has made the examination or investigation that the person believes necessary to enable the person to make the statements or give the opinions contained or expressed in it, and

(iv)  that, in the person's opinion, the terms of the trust indenture concerning which the evidence is given have been complied with or satisfied.

 Additional evidence of compliance

93  (1)  Every issuer or guarantor under a trust indenture, on demand by the trustee, must furnish the trustee with evidence, in the form the trustee requires, of any action required or permitted to be taken by the issuer or guarantor under the trust indenture.

(2)  Every issuer or guarantor under a trust indenture, on demand by the trustee, must provide the trustee with a certificate that the issuer or guarantor has complied with every requirement contained in the trust indenture that, if it had not been complied with, would, with the giving of notice, lapse of time or otherwise, constitute an event of default, or if the issuer or guarantor has not complied, a statement to that effect and particulars of the failure to comply.

 Notice of default

94  Every trustee, unless the trustee believes that it is in the best interests of the holders of the debentures to withhold notice and so informs the issuer or guarantor in writing, must give to the holders of debentures issued under a trust indenture, within a reasonable time but not exceeding 30 days after the trustee becomes aware of the occurrence of it, notice of every event of default arising under the trust indenture and continuing at the time the notice is given.

 Duty of care

95  A trustee must exercise the powers and duties of the trustee

(a) in good faith and in a commercially reasonable manner,

(b) with the care, diligence and skill of a reasonably prudent trustee, and

(c) in the best interests of the holders of the debentures issued under the trust indenture.

 Reliance on statements

96  Despite section 95, no trustee is liable if the trustee relies and acts in good faith on statements contained in a certificate, affidavit, opinion or report that complies with this Act and the terms of the trust indenture.

 No exculpation

97  No term of a trust indenture or of an agreement between a trustee and the holders of debentures issued under it or between the trustee and the issuer or guarantor relieves a trustee from the duties imposed on the trustee by section 95.

 Powers of directors and officers

98  If a receiver manager is appointed, the powers of the directors and officers of the corporation cease with respect to that part of the undertaking for which the receiver manager is appointed until the receiver manager is discharged.

 Duties of receiver and receiver manager

99  Every receiver or receiver manager,

(a) within 7 days after being appointed as receiver or receiver manager, must file with the registrar a notice of the appointment in Form 5 in the Second Schedule,

(b) at least once in every 6 month period after the date of the appointment, must file with the registrar summaries of the accounts of the administration of the receiver or receiver manager,

(c) within 7 days after ceasing to act as receiver or receiver manager, must file with the registrar a notice in Form 6 in the Second Schedule, and

(d) within 7 days after completion of the duties as receiver or receiver manager, must prepare and render a final account of the receiver's or receiver manager's administration and file with the registrar a copy of the account and a return in Form 7 in the Second Schedule.

 Form and effect of contracts

100  (1)  Every contract that, if made between individuals, would by law be required to be in writing and under seal, may be made for a company in writing under seal and, in the same manner, may be varied or discharged.

(2)  Every contract that, if made between individuals, would by law be required to be in writing and signed by the parties to be charged, may be made for the company in writing signed by a person acting under the company's authority, express or implied, and, in the same manner, may be varied or discharged.

(3)  Every contract that, if made between individuals, would by law be valid although made orally and not reduced to writing, may be made in the same manner for the company by a person acting under its authority, express or implied, and, in the same manner, may be varied or discharged.

(4)  Every contract made according to this section is effectual in law, and binds the company, its successors and all other parties to the contract.

(5)  Every bill of exchange or promissory note is deemed to have been made, accepted or endorsed on behalf of a company if made, accepted or endorsed in the name of, or by, or on behalf of, or on account of, the company by a person acting under the company's authority.

 Authentication of documents

101  A document that requires authentication or certification by a company may be authenticated or certified by a director, or officer of the company, or by the solicitor for the company, and need not be under the company's common seal.

 Loans and guarantees prohibited

102  A company must not give financial assistance to a person, directly or indirectly, by way of loan, guarantee, the provision of security, or otherwise,

(a) if at the time of the giving of financial assistance the company is insolvent, or

(b) if, in the case of a loan, the giving of the loan would render the company insolvent,

and section 236 (2) applies to this section.

 Financial assistance restricted

103  (1)  A company must not give financial assistance to a person, directly or indirectly, by way of loan, guarantee, the provision of security, or otherwise,

(a) for the purpose of a purchase or subscription made or to be made by that person of, or for, shares of the company, or any debt obligations of the company carrying a right of conversion into or exchange for shares of the company,

(b) on the security, in whole or in part, of a pledge of or charge on shares of the company given by that person to the company, or

(c) in any other case, unless there are reasonable grounds for believing that, or the directors are of the opinion that, the giving of the financial assistance is in the best interests of the company.

(2)  Despite subsection (1), a company, if previously authorized by special resolution and if there are reasonable grounds for believing that the giving of the financial assistance is in the best interests of the company, may

(a) provide money, in accordance with a scheme for the time being in force, for the subscription for or purchase of shares or debt obligations of the company by trustees, to be held by or for the benefit of a bona fide employee of the company or of an affiliate of the company, and

(b) provide financial assistance to bona fide full time employees of the company, or of an affiliate, to enable them to purchase or subscribe for shares or debt obligations of the company to be held beneficially by them.

(3)  Despite subsection (1), if the financial assistance

(a) is given in connection with an acquisition of shares made or to be made by a person either alone or with the person's associates and, after the acquisition, not less than 90% of the issued shares of each class of shares in the capital of the company will be owned by that person and that person's associates, and

(b) is authorized by special resolution before it is given,

a company that is not a reporting company may give financial assistance to or for the benefit of that person.

(4)  If a company proposes to give financial assistance under subsection (3), any member of the company may, until 2 days before the meeting at which approval is sought, give a notice of dissent to the company in respect of the member's shares and, in that event, section 207 applies.

(5)  Despite subsection (1), financial assistance may be given to or for the benefit of

(a) a wholly owned subsidiary by its holding company,

(b) its holding company by a wholly owned subsidiary,

(c) a company by another company, if both companies are wholly owned subsidiaries of the same holding company or are wholly owned by the same person, and

(d) the sole member of a company, by that company.

 Contract enforceable

104  Despite a contract to which a company is a party being made in contravention of section 102 or 103, a bona fide lender for value without notice, or the company, may enforce the contract.

 Repealed

105  [Repealed 1999-48-19.]

 Name to be displayed

106  (1)  Every company or extraprovincial company must display its name in legible characters

(a) at every office, or place, at which it carries on business, in a conspicuous position,

(b) in all notices and other official publications,

(c) on all its contracts, business letters, and orders for goods, and on all its invoices, statements of accounts, receipts and letters of credit, and

(d) on all bills of exchange, promissory notes, endorsements, cheques and orders for money signed by it or on its behalf.

(2)  If a company has a common seal, the company must have its name engraved in legible characters on the common seal.

(3)  If an officer or director of a company or an extraprovincial company, or a person on the company's or extraprovincial company's behalf, knowingly permits the company or extraprovincial company not to display or use its name as required by subsection (1) (a), (b) or (c) or by subsection (2), the officer, director or person, as the case may be, is personally liable to indemnify a purchaser or supplier of goods or services or a holder of any security of the company who suffers loss or damage as a result of being misled by that failure to display or use the name.

(4)  If an officer or director of a company or an extraprovincial company, or a person on the company's or extraprovincial company's behalf, issues or authorizes the issue of any instrument referred to in subsection (1) (d) that does not display the name of the company or extraprovincial company, the officer, director or person, as the case may be, is personally liable to the holder of the instrument for the amount of the instrument, unless it is duly paid by the company or extraprovincial company.

 Use of word limited prohibited except by corporation

107  (1)  A person, other than a corporation entitled or required to use the words, must not use in British Columbia any name of which "limited", "limitée", "limited liability", "incorporated", "incorporée", "corporation", "international financial business", "non-personal liability", "(VCC)" or "(EVCC)", or any contraction of them is a part.

(2)  Every person who contravenes subsection (1) commits an offence and is liable to a fine not exceeding $50 for each day in which a violation occurs.

 Number of directors

108  Every company must have at least one director, and a reporting company must have at least 3 directors.

 Residence of majority of directors

109  (1)  The majority of the directors of every company must be persons ordinarily resident in Canada.

(2)  One director of every company must be ordinarily resident in British Columbia.

 First and succeeding directors

110  (1)  The subscribers to the memorandum are the first directors of the company.

(2)  Succeeding directors must be elected or appointed in accordance with the articles of the company.

(3)  If the articles so provide, the directors, between annual general meetings, may appoint one or more additional directors of the company, but the number of additional directors must not at any time exceed 1/3 of the number of directors elected or appointed at the last annual general meeting of the company.

 Notice of meeting to elect directors

111  Every reporting company, not less than 56 days before it holds a general meeting at which a director is to be elected, must publish in the manner prescribed by the regulations an advance notice of the meeting that

(a) gives the date of the meeting,

(b) invites written nominations for director signed by members holding in the aggregate not less than 10% of the shares having the right to vote at the meeting,

(c) states that, if any nomination referred to in paragraph (b) is delivered to the registered office of the company not less than 35 days before the date of the meeting, accompanied by the information as to the nominee required to be furnished in the information circular, the company will include the name of the nominee in the form of proxy and the information as to the nominee in the information circular sent by the management of the company under sections

(d) gives the address of the registered office of the company, and

(e) gives the qualifications for director provided by this Act and by the articles.

 Conditions of election or appointment of director

112  (1)  No election or appointment of a person as a director is valid unless

(a) the person consented to act as a director in writing before the election or appointment, or

(b) if elected or appointed at a meeting, the person was present and did not refuse at the meeting to act as a director.

(2)  A consent in writing given under subsection (1) (a) is only effective until the next following annual election or appointment of directors unless the consent states it is effective until

(a) revoked, or

(b) a date or time stated in it.

 Company to file returns as to directors

113  (1)  Every company, within 14 days after the appointment or election of a director, must file with the registrar a notice, in Form 8 in the Second Schedule, of the appointment or election, but no filing is necessary for a director who ceases to be a director and is re-elected or reappointed on the same day.

(2)  Every company that contravenes subsection (1) commits an offence and is liable to a fine not exceeding $50 for each day the company is in default.

(3)  No information may be laid under this section after the company has filed the notice required by subsection (1).

 Persons disqualified as directors

114  (1)  No person is qualified to become or to act as a director of a company who is

(a) under the age of 18 years,

(b) found to be incapable of managing the person's own affairs by reason of mental infirmity,

(c) a corporation,

(d) an undischarged bankrupt,

(e) unless the court orders otherwise, convicted in or out of British Columbia of an offence

(i)  in connection with the promotion, formation or management of a corporation, or

(ii)  involving fraud

unless 5 years have elapsed since the expiration of the period fixed for suspension of the passing of sentence without sentencing or since a fine was imposed, or the term of imprisonment and probation imposed, if any, was concluded, whichever is the latest, but the disability imposed by this paragraph ceases on a pardon being granted under the Criminal Records Act (Canada), or

(f) in the case of a reporting company, a person whose registration in any capacity has been cancelled under

(i)  the Securities Act by either the British Columbia Securities Commission or the executive director, or

(ii)  the Mortgage Brokers Act by the Commercial Appeals Commission, the Financial Services Tribunal or the registrar under that Act,

unless the person or body that cancelled the registration otherwise orders at the time of cancellation, or unless 5 years have elapsed since the cancellation of the registration.

(2)  An order must not be made under subsection (1) (e) and (f) unless notice of the application for the order is given to the registrar, who may appear as a party to the application.

(3)  Every person who acts as a director of a company and is a person who, because of subsection (1), is not qualified to act as a director of a company commits an offence.

 Share qualification

115  (1)  Every director who is by the articles of a company required to hold a specified share qualification, in this section called the "share qualification", and who is not already qualified, must obtain the share qualification within

(a) 2 months after the director's election or appointment, or

(b) the time set by the articles,

whichever first occurs.

(2)  The office of director is vacated if the director

(a) does not, within the time provided in subsection (1), obtain the share qualification, or

(b) at any time after the expiration of the time provided in subsection (1), ceases to hold the share qualification,

and a person vacating office under this section is incapable of being a director of the company until the person obtains the share qualification.

 Register of directors

116  Every company must keep a register of its directors and enter in it the

(a) full names and resident addresses of the directors,

(b) date on which each director was elected or appointed,

(c) date on which each former director ceased to hold office as a director, and

(d) name of any office in the company held by a director and the date of appointment to the office and the date on which the director ceases to hold office.

 Powers and functions of directors

117  (1)  Subject to this Act and the articles of the company, the directors must manage or supervise the management of the affairs and business of the company.

(2)  No limitation or restriction on the powers or functions of the directors is effective against a person who does not have knowledge of the limitation or restriction.

 Duties of directors

118  (1)  Every director of a company, in exercising the director's powers and performing the director's functions, must

(a) act honestly and in good faith and in the best interests of the company, and

(b) exercise the care, diligence and skill of a reasonably prudent person.

(2)  The provisions of this section are in addition to, and not in derogation of, any enactment or rule of law or equity relating to the duties or liabilities of directors of a company.

 No exculpation

119  The provisions of a contract, the memorandum or the articles, or the circumstances of a director's appointment do not relieve the director from the duty to act in accordance with this Act and the regulations, or from any liability that by virtue of any rule of law would otherwise attach to the director in respect of any negligence, default, breach of duty or breach of trust of which the director may be guilty in relation to the company.

 Director to disclose interest

120  (1)  Every director of a company who, in any way, directly or indirectly, is interested in a proposed contract or transaction with the company must disclose the nature and extent of the director's interest at a meeting of the directors.

(2)  The disclosure required by subsection (1) must be made

(a) at the meeting at which a proposed contract or transaction is first con-sidered,

(b) if the director was not, at the time of the meeting referred to in paragraph (a), interested in a proposed contract or transaction, at the first meeting after the director becomes interested, or

(c) at the first meeting after the relevant facts come to the director's knowledge.

(3)  For the purpose of this section, a general notice in writing given by a director of a company to the other directors of the company to the effect that the director is a member, director or officer of a specified corporation, or that the director is a partner in, or owner of, a specified firm, and that the director has an interest in a specified corporation or firm, is a sufficient disclosure of interest to comply with this section.

(4)  A director of a company is not deemed to be interested or to have been interested at any time in a proposed contract or transaction merely because

(a) if the proposed contract or transaction relates to a loan to the company, the director or a specified corporation or specified firm in which the director has an interest has guaranteed or joined in guaranteeing the repayment of the loan or any part of the loan,

(b) if the proposed contract or transaction has been or will be made with or for the benefit of an affiliated corporation, the director is a director or officer of that corporation,

(c) the proposed contract or transaction relates to an indemnity under section 128 or to insurance under section 128, or

(d) the proposed contract or transaction relates to the remuneration of a director in that capacity.

 Director liable to account

121  (1)  Every director referred to in section 120 (1) must account to the company for any profit made as a consequence of the company entering into or performing the proposed contract or transaction, unless

(a) he or she discloses his or her interest as required by section 120,

(b) after his or her disclosure the proposed contract or transaction is approved by the directors, and

(c) he or she abstains from voting on the approval of the proposed contract or transaction,

or unless

(d) the contract or transaction was reasonable and fair to the company at the time it was entered into, and

(e) after full disclosure of the nature and extent of his or her interest, it is approved by special resolution.

(2)  Unless the articles otherwise provide, a director referred to in section 120 (1) must not be counted in the quorum at a meeting of the directors at which the proposed contract or transaction is approved.

 Validity

122  The circumstance that a director is, in any way, directly or indirectly, interested in a proposed contract or transaction, or a contract or transaction, with the company does not make the contract or transaction invalid, but, if the matters referred to in section 121 (1) (a) to (c) or section 121 (1) (d) and (e) have not occurred, the court, on the application of the company or any interested person, may enjoin the company from entering into the proposed contract or transaction, or set aside the contract or transaction, or make any other order that the court considers appropriate.

 Disclosure of conflict of office or property

123  (1)  Every director of a company who holds any office, or possesses any property, whereby, whether directly or indirectly, a duty or interest might be created in conflict with the director's duty or interest as a director of the company, must declare at a meeting of the directors of the company the fact, and the nature and extent of the conflict.

(2)  The declaration must be made by a director referred to in subsection (1) at the first meeting of the directors held

(a) after he or she becomes a director, or

(b) if he or she is already a director, after he or she began to hold the office or possess the property.

 Validity of acts of director

124  Every act of a director is valid, despite any defect that may afterwards be discovered in the director's appointment, election or qualification.

 Resolution of directors in writing

125  (1)  A resolution of the directors or of any committee of them may not be passed without a meeting, except as permitted by subsection (3).

(2)  If the articles provide for it, a meeting of directors or of a committee of directors may be held by

(a) telephone, or

(b) other communications facilities

that permit all participants in the meeting to hear each other, and a director who participates in the meeting by those means must be counted as present at the meeting.

(3)  Unless the articles provide otherwise, a resolution of the directors or of any committee of them may be passed without a meeting if all the directors, or the members of the committee, as the case may be, consent to the resolution in writing and the consent is filed with the minutes of proceedings of the directors or the committee.

 Power to sell undertaking

126  (1)  The directors must not sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the company unless they have the approval of the members given by a special resolution.

(2)  If the approval required by subsection (1) has not been obtained, the court, subject to subsection (3), on application by any member, director or creditor of a company, may do one or more of the following:

(a) enjoin a proposed sale, lease or other disposition of the whole, or substantially the whole, of the undertaking of the company;

(b) set aside a sale, lease or other disposition;

(c) make any further order the court considers appropriate.

(3)  A sale, lease or other disposition of the whole, or substantially the whole, of the undertaking of a company to a person with whom the directors are dealing for valuable consideration and in good faith, is valid, despite the failure of the directors to comply with subsection (1).

(4)  Despite approval by the members of a sale, lease or other disposition of the whole, or substantially the whole, of the undertaking of the company, the directors may abandon the proposed transaction without further action by the members.

(5)  If a company proposes to sell, lease or otherwise dispose of the whole, or substantially the whole, of its undertaking, any member of the company may, until 2 days before the meeting at which approval is sought, give a notice of dissent to the company in respect of the member's shares and, in that event, section 207 applies.

(6)  This section does not apply to disposition of the whole, or substantially the whole, of the undertaking of the company by mortgage.

 Directors' liability

127  (1)  Directors of a company who vote for, or consent to, a resolution authorizing

(a) the purchase, redemption or other acquisition of shares contrary to section 236,

(b) a commission or discount contrary to section 47,

(c) a payment of a dividend if

(i)  the company is insolvent, or

(ii)  the payment renders the company insolvent,

(d) a loan, guarantee or financial assistance contravening section 102 or 103,

(e) a payment of an indemnity referred to in section 128 to a director or former director without the approval of the court required by section 128, or

(f) an act contravening section 22 in respect of which the company has paid compensation to any person,

are jointly and severally liable to the company to make good any loss or damage suffered by the company as a result.

(2)  The court may, on the application of a director, declare whether, in view of all the circumstances, the company is insolvent or whether the payment of a dividend, or the lending of money, would render the company insolvent.

(3)  The liability imposed by subsection (1) is in addition to and not in derogation of any liability imposed on a director by any other Act, regulation or rule of law.

(4)  For the purposes of this section, a director of a company who is present at a meeting of directors, or of a committee of directors, is deemed to have consented to a resolution referred to in subsection (1) passed at the meeting unless

(a) the director's dissent is entered in the minutes of the meeting,

(b) the director's written dissent is delivered to the secretary of the meeting before its adjournment, or

(c) the director's written dissent is delivered or sent by registered mail to the registered office of the company immediately after the adjournment of the meeting.

(5)  Every director who votes for a resolution referred to in subsection (1) is not entitled to dissent under subsection (4).

(6)  A director who is not present at a meeting of directors, or of a committee of directors, at which a resolution referred to in subsection (1) is passed is deemed to have consented to it, unless within 7 days after becoming aware of the resolution he or she mails his or her written dissent by registered mail or delivers it to the registered office of the company.

(7)  The secretary of the company, on receipt of a written dissent, must certify on the written dissent the date, time and place it is received at the registered office and must keep the dissent with the minutes of the meeting at which the resolution was passed.

(8)  In an action to enforce a liability imposed by subsection (1), the court, on the application of the company or any defendant, may join as a defendant any person who has received a benefit as a result of the resolution complained of and may make that person liable to the company jointly and severally with the directors to the extent of the amount paid to that person.

(9)  No director of a company is liable under subsection (1) if the director

(a) proves that the director did not know and could not reasonably have known that the act authorized by the resolution was contrary to this Act, or

(b) relies and acts in good faith on statements of fact represented to the director by an officer of the company to be correct, or on statements contained in a written report of the auditor of the company.

 Indemnification

128  (1)  A company, with the approval of the court, may indemnify a person who is a director or former director of the company or is a director or former director of a corporation of which the company is or was a shareholder, and the person's heirs and personal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by the person, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which the person is made a party because of being or having been a director, including an action brought by the company or corporation, if

(a) the person acted honestly and in good faith with a view to the best interests of the corporation of which the person is or was a director, and

(b) in the case of a criminal or administrative action or proceeding, the person had reasonable grounds for believing that the person's conduct was lawful.

(2)  The court, on the application of a company, director or a former director, may make an order approving an indemnity under this section, and the court may make any further order it considers appropriate.

(3)  On an application under subsection (2), the court may order notice to be given to any interested person.

(4)  A company may purchase and maintain insurance for the benefit of a person referred to in this section against any liability incurred by the person as a director or officer.

(5)  Subsections (1) to (3) apply to officers or former officers of a company or of a corporation of which the company is or was a shareholder.

 Liability of insiders

129  Every insider or affiliate of an insider of a corporation who, in connection with a transaction relating to any share of the corporation or any debt obligation of the corporation, makes use of any specific confidential information for the benefit or advantage of the insider or affiliate or of any associate or affiliate of the insider or affiliate, that, if generally known, might reasonably be expected to affect materially the value of the share or the debt obligation, is

(a) liable to compensate any person for any direct loss suffered by the person as a result of the transaction, unless the information was known or ought reasonably to have been known to the person at the time of the transaction, and

(b) accountable to the corporation for any direct benefit or advantage received or receivable by the insider or affiliate, as the case may be, as a result of the transaction.

 Ceasing to hold office

130  (1)  A director ceases to hold office when his or her term expires in accordance with the articles or when he or she

(a) dies or resigns,

(b) is removed in accordance with subsection (3),

(c) is not qualified under section 114, or

(d) is removed in accordance with the memorandum or articles.

(2)  Every resignation of a director becomes effective at the time a written resignation is delivered to the registered office of the company or at the time specified in the resignation, whichever is later.

(3)  A company may, despite any provision in the memorandum or articles, remove a director before the expiration of the director's term of office by special resolution, and, by ordinary resolution, may appoint another person in his or her stead.

 Vacancy and quorum

131  (1)  Unless the articles otherwise provide, a casual vacancy that occurs among the directors may be filled for the unexpired term by the remaining directors.

(2)  If the number of directors of a company is reduced below the number set by, or under, the articles as the necessary quorum for directors, the continuing directors may act for the purpose of filling the vacancies up to that number, or of summoning a general meeting of the company, but for no other purpose.

(3)  If there are no directors, the members holding a majority of the shares entitled to elect directors may, by instrument in writing, designate one director to exercise the rights of continuing directors under subsection (2).

 Notice of cessation

132  (1)  Every company, within 14 days after the resignation or removal of a director or the company becoming aware of a director of the company not being qualified, must file with the registrar a notice, in Form 9 in the Second Schedule, of a director ceasing to hold office, but no filing is necessary for a director who ceases to be a director and is re-elected or reappointed the same day.

(2)  A company that contravenes subsection (1) commits an offence and is liable to a fine not exceeding $50 for each day it is in default.

 President and secretary

133  (1)  Every company must have a president and a secretary, who, except in a company with only one member, must be different persons, and other officers as are provided for by the memorandum, the articles or by resolution of the directors.

(2)  A person who is not qualified under section 114 to become a director of a company must not be an officer of the company.

(3)  Every person who acts as an officer of a company and is a person who is prohibited from being an officer by subsection (2) commits an offence.

(4)  If the articles do not provide for the election, appointment or removal of officers, the directors

(a) must elect the president from among themselves,

(b) must appoint or elect the secretary,

(c) may appoint or elect other officers, and

(d) may, with or without cause, remove any officer.

(5)  The removal of an officer without cause is without prejudice to the officer's contractual rights, but the election or appointment of an officer does not of itself create any contractual rights.

 Chair and president

134  A person must not be the chair of the directors or president of a company unless the person is a director of the company.

 Duty of care

135  The provisions of sections 118 and 124 apply to every officer of a company.

 Duty to comply

136  Every officer of a company must comply with this Act and the regulations, memorandum and articles of the company.

 Duty to disclose

137  Every officer of a company who holds any office or possesses any property whereby, whether directly or indirectly, duties or interests might be created in conflict with his or her duties or interests as an officer of the company must disclose in writing to the president the fact and the nature and extent of the conflict.

 Duties of secretary

138  The secretary of a company must

(a) keep or cause to be kept the records of the company,

(b) make or cause to be made all required filings for the company with the registrar,

(c) file with the registrar, within 14 days after the resolution is passed, a certified copy of every resolution that by this Act does not take effect until it is filed with the registrar, and

(d) perform other duties assigned to the office.

 Annual general meeting

139  (1)  A company must hold an annual general meeting not more than 15 months after

(a) the date of incorporation,

(b) the date of amalgamation under section 250, or

(c) the effective date of a certificate of continuation under section 36 (4),

and afterward an annual general meeting of the company must be held at least once in every calendar year and not more than 13 months after the date that the last annual general meeting was held, or was deemed under section 140 to have been held, whichever is later.

(2)  Despite subsection (1), the registrar may extend, for a period not exceeding 6 months, the time in which a company is required to hold an annual general meeting.

 Exception

140  Despite section 139, if all the members entitled to attend and vote at the annual general meeting of a company that is not a reporting company consent in writing to all the business required to be transacted at the meeting, the meeting is deemed to have been held on the date specified in the consent and it is not necessary for the company to hold that annual general meeting.

 One member at a meeting

141  One member of a company, if the company has a quorum of one, may constitute a meeting of the company.

 Court may call general meeting

142  If a company fails to hold a general meeting in accordance with this Act, the regulations, or its articles, the court may, on the application of a member of the company, call or direct the calling of that general meeting of the company.

 Notice of general meeting

143  Every company must give to its members entitled to receive notice of a general meeting not less than 21 days' notice of any general meeting of the company, but those members may waive or reduce the period of notice for a particular meeting by unanimous consent in writing.

 Quorum for general meeting

144  The quorum for the transaction of business at a general meeting of a company is 2 persons, unless

(a) the articles otherwise provide, in which case the articles govern, or

(b) the company has only one member, in which case the quorum is one person, and any provision of the articles inconsistent with that quorum, to the extent of that inconsistency, has no force or effect.

 Information for annual general meeting

145  (1)  The directors of a company must place before each annual general meeting of its members,

(a) in the case of a company other than a reporting company, a financial statement for the period that began on the date of incorporation and ended as of the close of the company's first financial year or, if it has completed a financial year, the latest completed financial year, as the case may be, the statement to be made up to a date not more than 6 months before the annual general meeting before which it is placed, made up of

(i)  a statement of profit and loss for that period,

(ii)  a statement of surplus for that period, and

(iii)  a balance sheet as at the end of that period,

and, unless a resolution has been passed under section 179, the report of the auditor,

(b) in the case of a reporting company, a comparative financial statement relating separately to

(i)  the period that began on the date of incorporation and ended as of the close of the company's first financial year or, if it has completed a financial year, the latest completed financial year, as the case may be, the statement to be made up to a date not more than 6 months before the annual general meeting before which it is placed, and

(ii)  the period, if any, that is the financial year next preceding the latest completed financial year,

made up of

(iii)  a statement of profit and loss for each period,

(iv)  a statement of surplus for each period,

(v)  in the case of a company, other than a mutual fund in British Columbia as defined in the Securities Act, a statement of source and application of funds for each period,

(vi)  in the case of a mutual fund in British Columbia as defined in the Securities Act, a statement of changes in net assets for each period, and

(vii)  a balance sheet as at the end of each period,

and the report of the auditor,

(c) the report of the directors to the members, and

(d) any further information respecting the company that the articles require or that the Lieutenant Governor in Council may prescribe.

(2)  The statements referred to in subsection (1) need not be designated as a statement of profit and loss, statement of surplus, statement of changes in net assets, statement of source and application of funds or balance sheet.

(3)  Despite subsection (1) (b), the financial statement referred to in that paragraph may relate only to a period ending not more than 6 months before the annual general meeting, if the reason for the omission of the statement in respect of the period covered by the previous financial statement is set out in the financial statement to be laid before that meeting.

(4)  Despite subsection (1) (b) (v), the statement of source and application of funds may be omitted if the reason for the omission is set out in the financial statement.

 Location of general meetings

146  Every general meeting of a company must be held in British Columbia, or at a place out of British Columbia the registrar, on application made to the registrar by a company, approves.

 Requisition for general meetings

147  (1)  Despite the articles, on the requisition of one or more members of the company holding in the aggregate, at the date of the deposit of the requisition, not less than 1/20 of the issued shares in the company that at the date of the deposit carry the right to vote at a general meeting of the company, in this Act called the "requisitionists", the directors of a company must immediately give notice of a general meeting of the company to be held within 4 months after the date of the delivery of the requisition under subsection (2).

(2)  The requisition must state the purpose of the general meeting, must be signed by the requisitionists and delivered to the registered office of the company, and may consist of several documents in similar form, each signed by one or more requisitionists.

(3)  If, within 21 days from the date of the delivery of the requisition, the directors do not give notice of a general meeting, the requisitionists, or any of them representing more than 1/2 of the total voting rights of all of them, may give notice of a general meeting to be held within 4 months after the date of the delivery of the requisition.

(4)  Every general meeting called by the requisitionists must be conducted in the same manner, as nearly as possible, as general meetings called by directors.

(5)  Unless the members otherwise resolve at the general meeting called by the requisitionists,

(a) the company must reimburse the requisitionists for the expenses actually and reasonably incurred by them in requisitioning, calling and holding the meeting, and

(b) every director or officer who authorized, permitted or acquiesced in the failure of the company to give notice of the meeting, must pay rateably to the company the amount paid by the company to reimburse the requisitionists under paragraph (a).

(6)  Notice is not required with respect to a resolution under subsection (5).

 Meeting of class

148  (1)  To the extent the articles of a company do not make provision for class meetings, the provisions of its articles relating to the call and conduct of general meetings apply to a class meeting to pass a separate resolution.

(2)  Despite its articles, the quorum for a class meeting of a company is at least one person holding or representing by proxy 1/3 of the shares affected.

(3)  One person, if one is a quorum, may constitute a class meeting.

 Powers of court

149  (1)  If for any reason it is impracticable to call a general meeting or a class meeting of a company in the manner in which meetings of the company may be called, or to conduct the meeting in the manner required by the memorandum or articles or this Act, or, for any other reason the court considers appropriate, the court, on application of the company, a director or a member entitled to vote at the meeting, or on its own motion, may order a general meeting or a class meeting of the company to be called, held and conducted in the manner the court considers appropriate, and may give directions it considers necessary.

(2)  Every meeting called, held and conducted in accordance with an order under subsection (1) is deemed to be a general meeting or a class meeting of the company duly called, held and conducted.

 Application

150  Sections 151 to 157 apply only with respect to general meetings and class meetings of reporting companies.

 Form and use of proxies

151  (1)  Every member, including a member that is a corporation, entitled to vote at a general meeting or a class meeting of a company may, by proxy, appoint a proxyholder, who need not be a member, as the member's nominee to attend and act at the meeting in the manner, to the extent and with the power conferred by the proxy.

(2)  Every proxyholder has the same rights as the member who appointed the proxyholder to speak at the meeting, but, unless the articles otherwise provide, the proxyholder is not entitled except on a poll to vote the shares represented by the proxy.

(3)  The execution of a proxy must be by the member or the member's attorney authorized in writing or, if the member is a corporation, by a duly authorized officer, or attorney, of the corporation.

(4)  Every proxy ceases to be valid one year after its date.

(5)  Every form of proxy must contain

(a) if solicited by or on behalf of management, space for a member to appoint alternate proxyholders, and

(b) other matters the Lieutenant Governor in Council may, by regulation, prescribe,

and must comply with

(c) the articles to the extent that they are not inconsistent with this Act, and

(d) the requirements of section 157, if applicable.

(6)  Every proxy must contain

(a) the date it is executed, and

(b) the name of the proxyholder.

(7)  Every member may appoint an alternate proxyholder to act in the place and stead of an absent proxyholder.

(8)  Every proxy may be revoked by an instrument in writing

(a) executed by the member or by the member's attorney authorized in writing or, if the member is a corporation, by a duly authorized officer, or attorney, of the corporation, and

(b) delivered either to the registered office of the company at any time up to and including the last business day preceding the day of the meeting, or any adjournment of it, at which the proxy is to be used, or to the chair of the meeting on the day of the meeting or any adjournment of it,

or in any other manner provided by law.

(9)  The directors may, by resolution, set a time, not exceeding 48 hours, excluding Saturdays and holidays, preceding any meeting or adjourned meeting of members, before which time proxies to be used at that meeting must be delivered to the company or its agent, and any period of time so set must be specified in the notice calling the meeting or in the information circular relating to the meeting.

 Shares in name of registrant

152  (1)  No share of a company registered in the name of a registrant, or the registrant's nominee, but not beneficially owned by the registrant, may be voted at a general meeting or class meeting of the company unless the registrant promptly sends or delivers to the beneficial owner, at no expense to the beneficial owner,

(a) a copy of the notice of the meeting, financial statements, all information circulars and any documents, other than the forms of proxy, sent to members for use in connection with the meeting, and

(b) a written request for voting instructions from the beneficial owner stating that if voting instructions are not received at least 24 hours, excluding Saturdays and holidays, before the expiry of the time within which proxies may be delivered to the company or its agent as specified in the notice calling the meeting, the registrant may in the registrant's discretion vote the shares or appoint a proxyholder to vote the shares, at the meeting.

(2)  A registrant must not vote or appoint a proxyholder to vote shares registered in the registrant's name or in the name of the registrant's nominee if the registrant does not know the beneficial owner of the shares.

(3)  The person by whom, or on whose behalf, a solicitation is made must, at the request of a registrant, promptly furnish the registrant, at the expense of that person, with the necessary number of copies of the documents referred to in subsection (1) (a).

(4)  A registrant must vote, or appoint a proxyholder to vote, any shares referred to in subsection (1) in accordance with written instructions received from the beneficial owner.

(5)  The failure of a registrant to comply with this section does not affect the validity of any general meeting or class meeting of a company or any action taken at the meeting.

(6)  Nothing in this section gives a registrant the right to vote shares that the registrant is otherwise prohibited from voting.

(7)  Every registrant who contravenes this section commits an offence.

(8)  This section does not apply to a registrant who is a trustee with respect to shares held under a trust instrument that regulates the manner in which those shares are to be voted.

 Mandatory solicitation of proxies

153  (1)  Subject to section 155, the management of a reporting company, concurrently with, or before, giving notice of a general meeting or class meeting of the company, must send by prepaid mail to every member who is entitled to vote at the meeting, at the member's latest address shown on the register of members, a form of proxy that complies with section 157 for use at that meeting.

(2)  If the management of a reporting company fails to comply with subsection (1), the company commits an offence.

 Information circulars

154  (1)  Subject to section 155, a person must not solicit proxies to vote shares of a company, unless, in the case of

(a) a solicitation by or on behalf of the management of the company, an information circular, either as an appendix to or as a separate document accompanying the notice of the meeting, is sent by prepaid mail to every member of the company whose proxy is solicited at the member's latest address as shown on the register of members, or

(b) any other solicitation, the person making the solicitation, concurrently with or before it, delivers or sends an information circular by prepaid mail to every member of the company whose proxy is solicited at the member's latest address as shown on the register of members.

(2)  Subsection (1) does not apply to a solicitation

(a) that is not by or on behalf of the management of the company, if the total number of members whose proxies are solicited is not more than 15, or

(b) by a person made under section 152 of this Act, or to Part 14 of the Securities Act, its regulations or the rules made or deemed to be made by the British Columbia Securities Commission under section 184 of that Act, or

(c) by a person in respect of shares of which the person is the beneficial owner.

(3)  Every person who contravenes subsection (1) commits an offence and, on conviction, is liable to a fine of not more than $2 000.

 Exemption orders

155  (1)  On the application of an interested person, the British Columbia Securities Commission, if satisfied that in the circumstances of the particular case there is adequate justification for so doing, may make an order, on terms and conditions it considers appropriate, exempting, in whole or in part, any person from the requirements of section 153 or 154 (1).

(2)  An appeal lies to the Court of Appeal, with leave of a justice of that court, from an order made under subsection (1).

 Information to be included in information circular

156  If members of a company

(a) requisition a meeting under section 147, and deliver to the registered office of the company, at least 8 days before the company is required to send out a notice of the meeting to the members, information in the form of a written statement not exceeding 1 000 words explaining the position of the requisitionists, or

(b) hold in the aggregate not less than 10% of the shares entitled to vote at a meeting of the company and deliver to the registered office of the company, not less than 35 days before the date of the meeting, a nomination for director and information as to the nominee required to be furnished in the information circular,

the company, at its expense, must reproduce and distribute the information received as a separate part of the information circular of management required by section 154.

 Special form of proxy

157  If a person is required to comply with section 153, 154 or 156,

(a) the form of proxy sent to a member by a person soliciting proxies must

(i)  indicate in boldface type, or other conspicuous manner, whether or not the proxy is solicited by or on behalf of the management of the company, and

(ii)  provide a specifically designated blank space for dating the form of proxy,

(b) subject to paragraph (e), the form of proxy must provide a method for the person whose proxy is solicited to specify that the shares registered in the person's name must be voted by the proxyholder in favour of, or against, in accordance with the choice of the person, every matter or group of related matters identified in it or in the information circular as intended to be acted on, other than the election of directors and the appointment of auditors, but a proxy may confer discretionary authority with respect to matters as to which a choice is not so specified if the form of proxy, or the information circular states in boldface type or other conspicuous manner how it is intended to vote the shares represented by the proxy in each case,

(c) a proxy may confer discretionary authority with respect to

(i)  amendments or variations to matters identified in the notice of meeting, or

(ii)  other matters that may properly come before the meeting,

but only if

(iii)  the person by whom, or on whose behalf, a solicitation is made is not made aware a reasonable time before the time the solicitation is made that those amendments, variations or other matters are to be presented for action at the meeting, and

(iv)  a specific statement is made in the information circular or in the form of proxy that the proxy is conferring that discretionary authority,

(d) a proxy must not confer authority to vote

(i)  for the election of a person as a director of the company unless a bona fide proposed nominee for the election is named in an information circular sent to the members, or

(ii)  at a meeting other than the meeting specified in the notice of meeting or any adjournment of that meeting,

(e) if an information circular contains the names of nominees for election as directors or a nominee for appointment as auditor,

(i)  the form of proxy accompanying the information circular must provide a method for the person whose proxy is solicited to specify that the shares registered in that person's name must or must not be voted by the proxyholder for the nominees, or those of them that person may specify, and

(ii)  if, for any reason, the instructions of the person whose proxy is solicited are uncertain as they relate to the election of directors, the proxyholder must not vote the shares of that person for any director,

(f) every information circular or form of proxy must state that, if the instructions are certain,

(i)  the shares represented by the proxy will be voted on any poll, and

(ii)  if the person whose proxy is solicited specifies a choice with respect to any matter to be acted on, the shares will be voted on any poll in accordance with the specifications so made,

(g) every information circular or form of proxy must indicate in boldface type or other conspicuous manner that the member has the right to appoint a person, who need not be a member, to attend and act for the member and on the member's behalf at the meeting other than the person, if any, designated in the form of proxy, and must contain instructions as to the manner in which the member may exercise that right, and

(h) if the form of proxy contains a designation of a named person as proxyholder, a method must be provided by which the member may designate in a form of proxy some other person as the member's proxyholder for the purpose of section 151 (1).

 Voting

158  (1)  Unless the articles otherwise provide, voting at a general meeting or a class meeting of a company must be by show of hands, unless a poll is demanded by a member or proxyholder entitled to attend the meeting.

(2)  At any meeting at which a resolution is submitted, a declaration of the chair that the resolution is carried by the requisite majority is, unless a poll is demanded, conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against the resolution.

(3)  At any meeting at which a resolution is submitted, a poll may be demanded, before or on the declaration of the results of the vote by show of hands, by a member or proxyholder entitled to attend the meeting.

(4)  On a poll, every member who votes in person, or by proxy, may cast the numbers of votes to which the member is entitled by the memorandum or articles.

(5)  Every ballot cast on a poll and every proxy voted at a meeting must be held in safekeeping by the secretary for 3 months after the meeting and, during that period, is open to inspection at the records office of the company during normal business hours by any member or proxyholder entitled to vote at the meeting.

(6)  If a resolution is passed at an adjourned general meeting or class meeting of a company, or a meeting of the directors or any creditors of a company, the resolution, for all purposes, is deemed to have been passed on the date on which it was in fact passed.

 Subsidiary not to vote

159  If a subsidiary is a member of its holding company and the holding company is incorporated in British Columbia, the subsidiary does not form part of the quorum at, or vote its shares or permit its shares to be voted at, a general meeting or class meeting of the holding company.

 Minutes

160  (1)  Every company must cause minutes of all proceedings at general meetings, class meetings and meetings of its directors and of committees of its directors to be kept.

(2)  The minutes referred to in subsection (1), if purported to be signed by the chair of the meeting at which the proceedings were taken or by the chair of the next succeeding meeting, are evidence of the proceedings.

(3)  If minutes of a meeting have been entered and signed in accordance with this section,

(a) the meeting is deemed to have been duly held and convened,

(b) all proceedings at the meeting are deemed to have been duly taken, and

(c) all elections and appointments of directors, officers or liquidators made at the meeting are deemed to be valid

until the contrary is proved.

(4)  A special resolution and an ordinary resolution of the company consented to in the manner set out in paragraph (b) of the definitions of "special resolution" and "ordinary resolution" in section 1 (1), and a resolution consented to in writing as permitted by this Act by the holders of any kind or class of share or by the directors or a committee of directors, is deemed to be a proceeding at a general meeting, class meeting, meeting of directors or of a committee of directors, as the case may be.

 Provisions as to meetings in absence of provisions in articles

161  Unless the articles of a company otherwise provide,

(a) notice of a general meeting or class meeting must be served on every member of the company or the class in the manner in which notices are required to be served by Table A in the First Schedule,

(b) any member elected by the members present at a meeting may be its chair, and

(c) every member has one vote in respect of each share held by the member.

 Notice by mail

162  (1)  If a notice, statement or report is sent by post, service or delivery is deemed to be effected by properly addressing, prepaying and mailing the notice, statement or report, and the service or delivery is deemed to have been effected on the day, Saturdays and holidays excepted, following the date of mailing, unless the articles of a company provide for a longer period of time.

(2)  If, on 3 consecutive occasions, the records sent by a company to a member in accordance with subsection (1) are returned, the company is not required to send any further records to the member until the member informs the company in writing of the member's new address.

 Records office documents

163  (1)  Every company must keep at its records office

(a) its certificate of incorporation,

(b) a copy of its memorandum, including every amendment of it,

(c) a copy of its articles, including every amendment of them,

(d) its register of members, except as provided by section 69,

(e) its register of transfers, unless the register of members is kept elsewhere as provided by section 69,

(f) its register of directors,

(g) its register of debentureholders, except as provided by section 78 or 79,

(h) its register of debentures,

(i) its register of indebtedness,

(j) its register of allotments, unless the register of members is kept elsewhere as provided by section 69,

(k) the minutes of every general meeting and class meeting of the company,

(l) the minutes of every meeting of its directors,

(m) a copy of every document filed with the registrar,

(n) a copy of every certificate issued to it by the registrar,

(o) a copy of every order of the minister or the registrar relating to the company,

(p) a copy of every written contract under which the company has allotted any shares for a consideration other than cash,

(q) a copy of every other document and instrument approved in the pre-ceding 10 years by the directors,

(r) a copy of every mortgage created or assumed by the company, whether or not required to be registered,

(s) a copy of every audited financial statement of the company and its subsidiaries, whether or not consolidated with the financial statement of the company, including the auditor's reports,

(t) if the company is an amalgamated company,

(i)  every record, document or instrument described in paragraphs (a) to (j), (m) to (p) and (u) to (w),

(ii)  every record, document or instrument described in paragraphs (l), (q) and (r), and

(iii)  every record, document or instrument described in paragraphs (k) and (s),

of each of the amalgamating companies,

(u) if the company is being wound up, the minutes of every meeting of its creditors,

(v) a copy of every prospectus and takeover bid circular issued in the preceding 10 years by the company or any subsidiary,

(w) a copy of every information circular issued in the preceding 10 years by the company or any subsidiary,

(x) a copy of the instrument of continuation under section 36, if any, and

(y) if a receiver or receiver manager is appointed under an instrument registered in the office of the registrar, the name and address of the receiver or receiver manager, the date of the appointment of the receiver or receiver manager and the date the receiver or receiver manager ceases to act or completes the duties of that office.

(2)  Except as provided in subsection (3), the records, documents and instruments referred to in subsection (1) are those established or made, and the information in them relates to matters occurring after October 1, 1973.

(3)  The records, documents and instruments referred to in subsection (1) (a) to (d), (g) and (k) are those relating to matters occurring since the incorporation of the company, or of the amalgamating companies, as the case may be, but, with respect to the period before October 1, 1973, only to the extent that the records, documents or instruments referred to in those paragraphs were required to be kept by the provisions of any former Companies Act.

(4)  Every company that contravenes this section commits an offence.

 Examination of records

164  (1)  Every director of a company may examine and take extracts from the records, documents and instruments of that company referred to in section 163, without charge, and every former director may examine and take extracts from the records, documents and instruments referred to in section 163 that relate to the time when he or she was a director, without charge.

(2)  Every member or debentureholder of a company may examine and take extracts from the records, documents and instruments of that company referred to in section 163 (1), except those referred to in paragraphs (l), (q), (r) and (t) (ii), without charge.

(3)  If a company is a reporting company, any person may examine and take extracts from the records, documents and instruments of that company referred to in section 163, (1) except those referred to in paragraphs (l), (q), (r) and (t) (ii), on payment of 50 or a lesser sum the company prescribes, for each record, document or instrument examined.

(4)  If a company is not a reporting company, any person may examine and take extracts from the records, documents and instruments of that company referred to in section 163 (1), except those referred to in paragraphs (k), (l), (q), (r), (s) and (t) (ii) and (iii), on payment of the charge mentioned in subsection (3).

(5)  The records, documents or instruments may be examined during normal business hours, but, in the case of examination by any person other than a director, the company may, by ordinary resolution, impose reasonable restrictions, provided that at least 2 consecutive normal business hours in each day, Saturday and holidays excepted, are allowed for examination.

 Copies

165  Every person entitled to examine a record, document or instrument of the company under section 164 is entitled to require the company to furnish the person with a copy on payment of a reasonable charge not exceeding the sum of 50 for every page copied.

 Copy of memorandum and articles for member

166  Every member of a company is entitled on request and without charge to a copy of the memorandum and articles.

 List of members

167  Every company, or its agent, must promptly furnish to any person a list setting out

(a) the names and addresses of the members of the company, and the number of shares owned by each member, or

(b) the names and addresses of each debentureholder of the company,

made up to a date not more than 14 days before the date of delivery to the company or its agent of the affidavit referred to in paragraph (d), on the person

(c) making application to the company, or its agent, in writing,

(d) delivering to the company, or its agent, an affidavit of the person, or if the person is a corporation, an affidavit of a director or officer of the corporation authorized by its directors, stating

(i)  the name, address and occupation of the person,

(ii)  if the person is a corporation, the name and address for service of the corporation, and

(iii)  that the list is required and will be used only for corporate purposes, and

(e) paying to the company, or its agent, a reasonable fee.

 Offence

168  Every person who uses a list of members or debentureholders for other than corporate purposes commits an offence.

 Offence

169  Every company that refuses to permit a person to examine or take extracts from any record, document or instrument or to furnish a person with a copy or a list of members or debentureholders contrary to section 164, 165, 166 or 167 commits an offence, and, in imposing a penalty for the offence, the court may order that an examination or extract be permitted or a copy furnished within a time the court considers appropriate.

 Form of records

170  (1)  Records and registers that are required by this Act to be prepared and maintained by or on behalf of a company may be in a bound or looseleaf form, or entered or recorded by any system of mechanical or electronic data processing, or by any other information storage device from which the company is capable of reproducing, in a reasonable time, any required information in intelligible form.

(2)  Minutes that are required by this Act to be kept by a company must be kept in a bound or looseleaf book.

(3)  A company and its agents must take adequate precautions with respect to the records and registers required by this Act to be prepared and maintained so as to

(a) avoid loss, mutilation or destruction,

(b) avoid falsification of entries, and

(c) provide simple, reliable and prompt access.

(4)  Every person who contravenes this section commits an offence.

 Accounting records required

171  (1)  Every company must keep proper accounting records in respect of all financial and other transactions of the company, and, without limiting the generality of the foregoing, must keep records of

(a) every sum of money received and disbursed by the company and the matters in respect of which the receipt and disbursement takes place,

(b) every sale and purchase by the company,

(c) every asset and liability of the company, and

(d) every other transaction affecting the financial position of the company.

(2)  The accounting records of a company must be kept at a place determined by the directors, but the registrar may order that they be kept in British Columbia.

(3)  The accounting records of a company must be open to the inspection of any director during the normal business hours of the company.

(4)  Subject to the articles or an ordinary resolution, the directors may determine to what extent, at which times and places and under what conditions the accounting records of the company must be open to the inspection of members.

(5)  Every company that contravenes a requirement of this section commits an offence.

 Financial statements for members

172  (1)  Every reporting company, at least 10 days before the date of its annual general meeting, must send, by prepaid post to the auditor, and to each member at the member's latest address as shown on the register of members, a copy of the financial statement referred to in section 145 and the auditor's report on the financial statement.

(2)  Every reporting company, on demand by a debentureholder of the company, must furnish the debentureholder with a copy of the reporting company's latest financial statement and a copy of the auditor's report on the financial statement.

(3)  Every company that is not a reporting company, on demand by a member or a debentureholder of the company, must furnish the member or debentureholder with a copy of the company's latest financial statement and the auditor's report on the financial statement.

(4)  Every company that contravenes a requirement of this section commits an offence.

 Interim financial statement

173  (1)  Every company that, within 6 months after its incorporation, becomes a reporting company must, within 8 months after its incorporation, send to each member an interim financial statement for the 6 month period that began on the date of incorporation containing

(a) a statement of source and application of funds, and

(b) sufficient relevant financial information in summary form to present fairly the results of the operations of the company for the period, including

(i)  a statement of sales or gross operating revenue,

(ii)  extraordinary items of income or expense,

(iii)  net income before income taxes imposed by any taxing authority,

(iv)  income taxes imposed by any taxing authority, and

(v)  net profit or loss.

(2)  Every company that completes a financial year and, at the end of that financial year, is a reporting company must, within 60 days after the date to which it is made up, send to every member a comparative interim financial statement for the 6 month period that began immediately after the end of that financial year and for the comparable 6 month period, if any, in the 12 months immediately preceding the end of that financial year containing

(a) a statement of source and application of funds for each period, and

(b) sufficient relevant financial information in summary form to present fairly the results of the operations of the company for each period, including

(i)  a statement of sales or gross operating revenue,

(ii)  extraordinary items of income or expense,

(iii)  net income before income taxes imposed by any taxing authority,

(iv)  income taxes imposed by any taxing authority, and

(v)  net profit or loss.

(3)  There must be stated, by way of note to the comparative interim financial statement, particulars of any change in accounting principle or practice, or in the method of applying any accounting principle or practice, made during the period covered that affects the comparability of the comparative interim financial statement with the financial statement for the preceding financial year, or with the interim financial statement for the comparable 6 month period, and the effect, if material, of the change on the profit or loss for the period covered by the comparative interim financial statement.

(4)  For the purposes of subsection (3), a change in accounting principle or practice, or in the method of applying any accounting principle or practice, affects the comparability of a statement with that for the preceding financial year or comparable 6 month period, even though it did not have a material effect on the profit or loss for the period covered by the comparative interim financial statement.

(5)  Every interim financial statement required by this section must,

(a) if prepared without audit, be clearly marked to that effect, and

(b) be sent by prepaid mail to every member at the member's last address as shown on the register of members.

(6)  Every company that contravenes a provision of this section commits an offence.

 Approval for publication

174  (1)  Every financial statement, or interim financial statement, issued, published or circulated by a company must be first approved by the directors, and the approval evidenced by the signatures of 2 directors, or, if there is only one director, by that director.

(2)  Every financial statement issued, published or circulated by a company

(a) that is to be presented to an annual general meeting of its members must have attached

(i)  the auditor's report required under Part 6, or

(ii)  a copy of the resolution consented to under section 179, or

(b) must have attached every auditor's report made in respect to it, and

(c) must not, unless it has been audited and an auditor's report has been made, purport to be an audited financial statement.

(3)  Every company that issues, publishes or circulates a financial statement, or an interim financial statement required by section 173, that does not comply with this section and with regulations made under section 175 commits an offence.

 Regulations

175  The Lieutenant Governor in Council may make regulations

(a) respecting the form and contents of financial statements and interim financial statements, and

(b) providing for exemptions from all or any of the requirements of section 173.

 Consolidated and unconsolidated financial statements

176  (1)  Every holding company may include in the financial statement to be submitted at an annual general meeting and in each of its comparative interim financial statements the assets and liabilities and income and expense of any one or more of its subsidiaries, making due provision for minority interests, and indicating in it that it is presented in consolidated form.

(2)  If the assets and liabilities and income and expense of any one or more subsidiaries of a holding company are not included in the financial statement of the holding company,

(a) the financial statement of the holding company must include

(i)  the reason why the assets and liabilities and income and expense of the subsidiary or subsidiaries are not included,

(ii)  if there is only one subsidiary, the amount of the holding company's proportion of the profit or loss of the subsidiary for the financial period coinciding with or ending in the financial period of the holding company, or, if there is more than one subsidiary, the amount of the holding company's proportion of the aggregate profits less losses, or losses less profits, of every subsidiary for the respective financial periods coinciding with or ending in the financial period of the holding company,

(iii)  the amount included as income from the subsidiaries in the statement of profit and loss of the holding company and the amount included as a provision for the loss or losses of the subsidiaries,

(iv)  if there is only one subsidiary, the amount of the holding company's proportion of the undistributed profits of the subsidiary earned since the acquisition of the shares of the subsidiary by the holding company to the extent that that amount has not been taken into the accounts of the holding company, or, if there is more than one subsidiary, the amount of the holding company's proportion of the aggregate undistributed profits of the subsidiaries earned since the acquisition of their shares by the holding company less its proportion of the losses, if any, suffered by any subsidiary since the acquisition of its shares, to the extent that that amount has not been taken into the accounts of the holding company, and

(v)  any qualifications contained in the report of the auditor of any subsidiary on its financial statement for the financial period to which the report relates, and any note or reference contained in that financial statement to call attention to a matter that, apart from the note or reference, would properly have been referred to in the qualification, in so far as the matter that is the subject of the qualification or note is not provided for by the holding company's financial statement and is material to its members,

(b) if the directors of the holding company do not, for any reason, obtain the information required under paragraph (a), the directors who sign the financial statement of the holding company must so report in writing to the holding company giving their reasons, and their report must be included in the financial statement of the holding company, and

(c) if, in the opinion of the auditor of the holding company, adequate provision has not been made in the financial statement of the holding company for the holding company's proportion

(i)  if there is only one subsidiary, of the loss of the subsidiary suffered since the acquisition of its shares by the holding company, or

(ii)  if there is more than one subsidiary, of the aggregate losses suffered by the subsidiaries since the acquisition of their shares by the holding company in excess of the holding company's proportion of the undistributed profits, if any, earned by any of the subsidiaries since the acquisition,

the auditor must state in the auditor's report the additional amount that in the auditor's opinion is necessary to make full provision therefor.

 Additional information as to subsidiaries

177  Every financial statement of a holding company must include

(a) the names of every subsidiary, designating in a distinctive manner those whose accounts are consolidated in the financial statement, and

(b) if the financial year of a subsidiary does not coincide with that of the holding company, the date of the financial year end of that subsidiary and the reason the financial year does not coincide.

 Auditor

178  (1)  Subject to section 179, every company must have an auditor.

(2)  The directors of a company may appoint the first auditor of the company to hold office until the close of the first annual general meeting.

(3)  The company, at each annual general meeting, must appoint an auditor to hold office until the close of the next annual general meeting, and, if, at that meeting, an appointment is not made, the auditor in office continues as auditor until a successor is appointed.

(4)  The directors may fill any casual vacancy in the office of auditor.

(5)  If for any reason no auditor is appointed, on the application of a member, debentureholder or creditor of the company, the court may appoint an auditor to hold office until the close of the next annual general meeting and set the remuneration to be paid by the company for the auditor's services.

(6)  The company must promptly give notice in writing to an auditor of the auditor's appointment.

 Exception

179  (1)  Subject to section 178 (5), if all the members of a company that is not a reporting company consent in writing to a resolution waiving the appointment of an auditor, the company is not required to appoint an auditor, and this Part except this section does not apply to it.

(2)  Every resolution referred to in subsection (1) is effective for one financial year only.

(3)  Subsection (1) does not apply to a company that is a subsidiary unless

(a) the members of its holding company have waived the appointment of an auditor for the holding company, or

(b) the waiver of the appointment of an auditor is approved in writing by the executive director.

 Qualifications

180  The auditor of a reporting company must be

(a) a person who is a member, or a partnership whose partners are members, in good standing of the Canadian Institute of Chartered Accountants, or the Certified General Accountants Association of British Columbia, or

(b) a person who is certified by the board established under section 181.

 Auditor certification board

181  (1)  For the purposes of this section and section 182, "board" means the Auditor Certification Board established under this section.

(2)  There is established an Auditor Certification Board comprised of

(a) one person who is a member of The Canadian Institute of Chartered Accountants,

(b) one person who is a member of the Certified General Accountants Association of British Columbia,

(c) one person who is a member of the Society of Management Accountants of British Columbia, and

(d) not more than 2 other persons,

all of whom must be appointed by the Lieutenant Governor in Council on terms and conditions the Lieutenant Governor in Council specifies.

(3)  Unless set at a higher number by the board, 2 members of the board constitute a quorum.

(4)  The board may elect one of its members as chair, establish its own procedures and make rules it considers advisable to carry out its function.

(5)  The board, with the prior approval of the Lieutenant Governor in Council and under the Public Service Act, may employ persons the board considers necessary to carry out its function.

(6)  Members of the board serve without remuneration, but the Lieutenant Governor in Council may set a daily allowance to be payable to each member, and each member must be reimbursed for reasonable travelling and out of pocket expenses, as certified by the chair of the board, that are necessarily incurred by each member in discharging the member's duties.

 Board function and liability

182  (1)  The function of the board is to receive applications from persons who apply to be certified as auditors for the purposes of section 180 and to certify those persons if, in the board's opinion, they have the qualifications necessary to be auditors for the purposes of this Act.

(2)  The board may take into consideration the area of British Columbia in which an applicant carries on or intends to carry on business and may certify an applicant subject to terms and conditions it considers advisable.

(3)  No member of the board is liable for loss or damage suffered by any person by reason of anything in good faith done or not done in the exercise or purported exercise of a power or performance of a duty under sections 180 to 182.

 Persons not qualified as auditors

183  (1)  A person must not be the auditor of a company if the person is not independent of the company, its affiliates and its directors and officers.

(2)  For the purposes of this section, independence is a question of fact, but

(a) a person is not independent who is a director, officer or employee of the company or of an affiliate of the company, or who is a partner, employer or employee of that director, officer or employee, or who is a member of the immediate family of that director or officer,

(b) a person is not independent if the person, a member of the person's immediate family, the person's partner, or a member of the immediate family of the person's partner, beneficially owns or controls, directly or indirectly, any interest in a share or a debt obligation of the company or of any of its affiliates, and

(c) a person is not independent who is appointed a trustee of the estate of the company under the Bankruptcy Act (Canada) or a partner, employer of, employee of, or member of the immediate family of, that trustee.

(3)  For the purposes of subsection (2),

(a) the immediate family of the person referred to includes

(i)  his or her spouse, parent and child, and

(ii)  any relative of the person, or his or her spouse, who resides with the person, and

(b) a partner of the person referred to means any person with whom the person carries on in partnership the profession of public accounting.

(4)  If a person who is, on October 1, 1973, the auditor of a company and is disqualified under subsection (1), or if the person is the auditor of a reporting company and is not qualified under section 180, the person may continue to act as auditor until the next annual general meeting of the company is held or is waived under section 140, but the person must disclose in the report required by this Part the circumstances that, but for this subsection, would have disqualified the person to act as auditor.

(5)  Every auditor, within 90 days after becoming aware that the auditor's appointment as auditor contravenes this section, must either

(a) eliminate the circumstances that cause the auditor to be in contravention, or

(b) resign as auditor.

(6)  If an auditor contravenes this section, any interested party may apply to the court, whether or not the period referred to in subsection (5) has expired, for an order that the auditor be removed on terms and conditions the court considers appropriate.

 Remuneration

184  The remuneration of the auditor of a company must be set by ordinary resolution or, if the company so resolves, by the directors, but the remuneration of an auditor appointed before the first annual general meeting or to fill any casual vacancy may be set by the directors.

 Removal of auditor

185  (1)  Every company may, by ordinary resolution passed at a general meeting duly called for the purpose, remove an auditor before the expiration of the auditor's term of office, and must by ordinary resolution at that meeting appoint another auditor in the auditor's stead for the remainder of the auditor's term.

(2)  Every company, before calling a general meeting for the purpose specified in subsection (1), but not less than 14 days before the mailing of the notice of the meeting, must give to the auditor

(a) written notice of the intention to call the meeting, specifying the date on which the notice of the meeting is proposed to be mailed, and

(b) a copy of all material proposed to be sent to members in connection with the meeting.

(3)  Every auditor has the right to make to the company, not less than 3 days before the mailing of the notice of the meeting, representations in writing respecting the auditor's proposed removal as auditor, and the company, at its expense, must forward with the notice of the meeting a copy of those representations to each member entitled to receive notice of the meeting.

 Notice of proposed change

186  (1)  The management of a reporting company must not, unless notice is contained in its information circular required by section 154, propose at any annual general meeting the appointment of an auditor other than the appointment of the incumbent auditor.

(2)  If the information circular contains the notice referred to in subsection (1),

(a) the company, not less than 14 days before the mailing of the notice of the meeting, must give to the incumbent auditor written notice of the intention of management not to recommend the auditor's reappointment at the annual general meeting, specifying in it the date on which the notice of the meeting is proposed to be mailed, and

(b) the incumbent auditor has the right to make to the company, not less than 3 days before the mailing of the information circular, representations in writing respecting the proposal not to reappoint the incumbent as auditor, and the company, at its expense, must forward with the notice of the meeting a copy of those representations to every member entitled to receive notice of the meeting.

 Appointment and procedures

187  (1)  The directors of a reporting company, from among their number, must elect at their first meeting following each annual general meeting a committee, to be known as the audit committee, composed of not fewer than 3 directors, of whom a majority must not be officers or employees of the company or an affiliate of the company, to hold office until the next annual general meeting.

(2)  At every meeting of the audit committee, a quorum consists of a majority of members of the committee who are not officers or employees of the company or of an affiliate of the company.

(3)  The members of the audit committee must elect a chair from among their number and, subject to subsection (2), may determine their own procedures.

(4)  Before a financial statement that is to be submitted to an annual general meeting is considered by the directors, it must be submitted to the audit committee for review with the auditor, and, after that, the report of the audit committee on the financial statement must be submitted to the directors.

(5)  The auditor must be given notice of, and has the right to appear before and to be heard at, every meeting of the audit committee, and must appear before the audit committee when requested to do so by the committee.

(6)  On the request of the auditor, the chair of the audit committee must convene a meeting of the audit committee to consider any matters the auditor believes should be brought to the attention of the directors or members.

 Annual audit

188  (1)  The auditor must make an examination that will enable the auditor to report to the members as required under subsection (2).

(2)  The auditor must make a report to the members on the financial statement, other than the part that relates to the period referred to in section 145 (1) (b) (ii), that is to be placed before the company at any annual general meeting during the auditor's term of office, and must state in the report whether, in the auditor's opinion,

(a) the financial statement presents fairly the financial position of the company and the results of its operations for the period under review, and

(b) the financial statement is in accordance with generally accepted accounting principles applied on a basis consistent with that of the preceding period.

(3)  If the financial statement contains a statement of changes in net assets or a statement of source and application of funds, the auditor must state in the auditor's report whether, in the auditor's opinion, the statement of changes in net assets or the statement of source and application of funds presents fairly that information.

 Negative audit report

189  If the report of the auditor under section 188 does not contain the unqualified opinion required by it, the auditor must state the reasons in the report.

 Audited statements of subsidiaries

190  Whether or not the assets and liabilities and income and expense of any one or more subsidiaries of a holding company are included in the financial statement of the holding company, the report of the auditor of the holding company required by this Part may refer to the reports of the auditors of one or more of the subsidiaries, but the reference does not derogate from the duty of the auditor of the holding company to comply with section 188 (1).

 Consolidated statements

191  If financial statements are presented in accordance with section 176 (1), the auditor must qualify the auditor's report if, in the auditor's opinion, due provision has not been made for minority interests.

 Unconsolidated statements

192  If financial statements are presented in accordance with section 176 (2), the auditor must state in the auditor's report whether, in the auditor's opinion, the information given under section 176 (2) (a) is satisfactory.

 Auditor's attendance

193  Every member of a company may, whether or not entitled to vote at a meeting of the company, by notice in writing to the company given at least 5 days before a meeting at which the financial statements of the company are to be considered or the auditor is to be appointed or removed, require the attendance of the auditor at the meeting at the expense of the company and, in that event, the auditor must attend the meeting.

 Procedure

194  (1)  At any general meeting the auditor, if present, must answer inquiries directed to the auditor concerning the financial statements of the company and the opinion on them stated in the auditor's report.

(2)  At the request of any member attending the annual general meeting, the report of the auditor must be read to the meeting.

 Amendment of financial statements and report

195  (1)  If facts come to the attention of the officers or directors,

(a) that could reasonably have been determined before the date of the last annual general meeting, and

(b) that, if known before the date of the last annual general meeting, would have required a material adjustment to the financial statement presented to the meeting,

the officers or directors must communicate the facts to the auditor who reported to the members under this Part, and the directors must promptly amend the financial statement and send it to the auditor.

(2)  If facts described in subsection (1) (a) and (b) come to the attention of the auditor that in the auditor's opinion necessitate amendment to the auditor's report, the auditor must amend the report in respect of the financial statement presented to the last annual general meeting so that it complies with this Part, and the directors must mail to the members a copy of the amended report and a statement explaining the effect of the amendment on the financial position and results of the operations of the company.

 Access to records

196  The auditor of a company is entitled to access at all times to every record, document, instrument, account and voucher of the company and its subsidiaries, and is entitled to require from the directors, officers and employees of the company and its subsidiaries information and explanations necessary, in the auditor's opinion, to enable the auditor to report as required by this Part.

 Information as to foreign subsidiaries

197  If a subsidiary referred to in section 196 is a corporation to which this Act does not apply, the holding company must make available to the auditor of the holding company the records, documents, instruments, accounts and vouchers of that subsidiary and must require the directors, officers and employees of that subsidiary to make available to the auditor of the holding company the information and explanations required by section 196.

 Right to attend general meetings

198  The auditor of a company is entitled to attend any general meeting of the company and to receive every notice and other communication relating to the meeting that a member is entitled to receive, and is entitled to be heard at any general meeting that the auditor attends on any part of the business of the meeting that concerns the auditor in that capacity, or that concerns the financial statements of the company.

 Qualified privilege

199  An oral or written statement or report made under this Act by the auditor or former auditor of a company has qualified privilege.

 Complaint by member

200  (1)  A member of a company may apply to the court for an order on the ground

(a) that the affairs of the company are being conducted, or the powers of the directors are being exercised, in a manner oppressive to one or more of the members, including the applicant, or

(b) that some act of the company has been done, or is threatened, or that some resolution of the members or any class of members has been passed or is proposed, that is unfairly prejudicial to one or more of the members, including the applicant.

(2)  On an application under subsection (1), the court may, with a view to bringing to an end or to remedying the matters complained of, make an interim or final order it considers appropriate, and, without limiting the generality of the foregoing, the court may

(a) direct or prohibit any act or cancel or vary any transaction or resolution,

(b) regulate the conduct of the company's affairs in future,

(c) provide for the purchase of the shares of any member of the company by another member of the company, or by the company,

(d) in the case of a purchase by the company, reduce the company's capital or otherwise,

(e) appoint a receiver or receiver manager,

(f) order that the company be wound up under Part 9,

(g) authorize or direct that proceedings be commenced in the name of the company against any party on the terms the court directs,

(h) require the company to produce financial statements,

(i) order the company to compensate an aggrieved person, and

(j) direct rectification of any record of the company.

(3)  Every company referred to in subsection (1) must file a certified copy of an order made by the court under this section, or on appeal from it, with the registrar within 14 days from its entry in the court registry.

(4)  The rights granted by this section are in addition to those granted under section 227.

(5)  Every company that contravenes subsection (3) commits an offence.

(6)  For purposes of this section a member includes

(a) a beneficial owner of a share in the company, and

(b) any other person who, in the discretion of the court, is a proper person to make an application under this section.

 Derivative action

201  (1)  A member or director of a company may, with leave of the court, bring an action in the name and on behalf of the company

(a) to enforce a right, duty or obligation owed to the company that could be enforced by the company itself, or

(b) to obtain damages for any breach of a right, duty or obligation referred to in paragraph (a),

whether the right, duty or obligation arises under this Act or otherwise.

(2)  A member or director of a company, with leave of the court, in the name and on behalf of the company, may defend an action brought against the company.

(3)  A member or director, on notice to the company, may apply to the court for the leave referred to in subsection (1) or (2) and, if

(a) the member or director has made reasonable efforts to cause the directors of the company to commence or diligently prosecute or defend the action,

(b) the member or director is acting in good faith,

(c) it is prima facie in the interests of the company that the action be brought or defended, and

(d) in the case of an application by a member, the member was a member of the company at the time of the transaction or other event giving rise to the cause of action,

the court may require that notice of the application be served on those persons, and may grant the leave on terms it considers appropriate.

(4)  While an action brought or defended under this section is pending, the court may,

(a) on the application of a member or director, authorize any person to control the conduct of the action or give any other directions for the conduct of the action, and

(b) on the application of the person controlling the conduct of the action, order, on terms and conditions it sees fit, that the company pay the person interim costs, including legal fees and disbursements, for which the person may be made accountable to the company by the court on the final disposition of the action.

(5)  On the final disposition of the action, the court may order that the costs taxed as between a solicitor and the solicitor's own client incurred by

(a) the member or director bringing or defending the action or other person controlling the conduct of the action be paid to the member, director or person by the company or other parties to the action, or

(b) the company and any director or officer of the company be paid to them by the member or director bringing the action or other person controlling the conduct of the action.

(6)  An action brought or defended under this section must not be discontinued, settled or dismissed without the approval of the court.

(7)  An application made or an action brought or defended under this section must not be stayed or dismissed merely because it is shown that an alleged breach of a right, duty or obligation, owed to the company, has been or might be approved by the members of that company, but evidence of that approval or possible approval may be taken into account by the court in making an order under this section.

(8)  For purposes of this section, a member includes

(a) a beneficial owner of a share in the company, and

(b) any other person who, in the discretion of the court, is a proper person to make an application under this section.

 Relief

202  In any proceeding against a person who is a director, officer, receiver, receiver manager or liquidator of a company, if it appears to the court that the person is or may be liable in respect of negligence, default, breach of duty or breach of trust, but has acted honestly and reasonably and ought fairly to be excused, the court must take into consideration all the circumstances of the case, including those connected with the person's appointment, and may relieve the person, either wholly or partly, from liability, on the terms the court considers necessary.

 Applications to court

203  Every application to the court under this Act must be made by motion and, unless notice is specifically required by this Act, may be brought without notice to any other person, but the court may direct that notice of the application be served on those persons the court requires.

 Service on company

204  (1)  A document may be served on a company

(a) by leaving it at, or mailing it by registered post addressed to, the registered office of the company, or

(b) by personally serving any director, officer or liquidator of the company,

and, if a receiver manager has been appointed, by personally serving the receiver manager.

(2)  A document may be served on an extraprovincial company registered under this Act

(a) by leaving it at, or mailing it by registered post addressed to, the head office of the company in British Columbia as last designated in the records of the registrar, or

(b) by personally serving any attorney of the company appointed under section 304.

 Court may order security for costs

205  If a corporation is plaintiff in an action or other legal proceeding and it appears that the corporation will be unable to pay the costs of the defendant if the defendant is successful in the defence, the court may require security to be given by the corporation for those costs, and may stay all proceedings until the security is given.

 Remedy of irregularities

206  (1)  If any omission, defect, error or irregularity has occurred in the conduct of the business or affairs of a company by which

(a) a breach of a provision of this Act has occurred,

(b) there has been default in compliance with the memorandum or articles of the company, or

(c) proceedings at or in connection with any general meeting, class meeting, series meeting, or meeting of the directors of the company, or any assembly purporting to be such a meeting have been rendered ineffective,

despite any other provisions of this Act, the court

(d) either of its own motion, or on the application of any interested person, may make an order to rectify or cause to be rectified or to negative or modify or cause to be modified the consequences in law of the omission, defect, error or irregularity, or to validate any act, matter or thing rendered or alleged to have been rendered invalid by or as a result of the omission, defect, error or irregularity, and may give ancillary or consequential directions it considers necessary, but

(e) before making an order, must consider the effect of the order on the company and its directors, officers, members and creditors.

(2)  An order made under subsection (1) does not prejudice the rights of any third party who has acquired those rights for valuable consideration without notice of the omission, defect, error or irregularity cured by the order.

 Dissent procedure

207  (1)  If

(a) being entitled to give notice of dissent to a resolution as provided in section 37, 103, 126, 222, 244, 249 or 289, a member of a company (in this Act called a "dissenting member") gives notice of dissent,

(b) the resolution referred to in paragraph (a) is passed, and

(c) the company or its liquidator proposes to act on the authority of the resolution referred to in paragraph (a),

the company or the liquidator must first give to the dissenting member notice of the intention to act and advise the dissenting member of the rights of dissenting members under this section.

(2)  On receiving a notice of intention to act in accordance with subsection (1), a dissenting member is entitled to require the company to purchase all of the dissenting member's shares in respect of which the notice of dissent was given.

(3)  The dissenting member must exercise the right given by subsection (2) by delivering to the registered office of the company, within 14 days after the company, or the liquidator, gives the notice of intention to act,

(a) a notice that the dissenting member requires the company to purchase all of the dissenting member's shares referred to in subsection (2), and

(b) the share certificates representing all of those shares,

and, on delivery of that notice and those share certificates, the dissenting member is bound to sell those shares to the company and the company is bound to purchase them.

(4)  A dissenting member who has complied with subsection (3), the company, or, if there has been an amalgamation, the amalgamated company, may apply to the court, and the court may

(a) require the dissenting member to sell, and the company or the amalgamated company to purchase, the shares in respect of which the notice of dissent has been given,

(b) set the price and terms of the purchase and sale, or order that the price and terms be established by arbitration, in either case having due regard for the rights of creditors,

(c) join in the application any other dissenting member who has complied with subsection (3), and

(d) make consequential orders and give directions it considers appropriate.

(5)  The price that must be paid to a dissenting member for the shares referred to in subsection (2) is their fair value as of the day before the date on which the resolution referred to in subsection (1) was passed, including any appreciation or depreciation in anticipation of the vote on the resolution, and every dissenting member who has complied with subsection (3) must be paid the same price.

(6)  The amalgamation or winding up of the company, or any change in its capital, assets or liabilities resulting from the company acting on the authority of the resolution referred to in subsection (1), does not affect the right of the dissenting member and the company under this section or the price to be paid for the shares.

(7)  Every dissenting member who has complied with subsection (3)

(a) may not vote, or exercise or assert any rights of a member, in respect of the shares for which notice of dissent has been given, other than under this section,

(b) may not withdraw the requirement to purchase the shares, unless the company consents, and

(c) until the dissenting member is paid in full, may exercise and assert all the rights of a creditor of the company.

(8)  If the court determines that a person is not a dissenting member, or is not otherwise entitled to the right provided by subsection (2), the court, without prejudice to any acts or proceedings that the company, its members, or any class of members may have taken during the intervening period, may make the order it considers appropriate to remove the limitations imposed on the person by subsection (7).

(9)  The relief provided by this section is not available if, subsequent to giving notice of dissent, the dissenting member acts inconsistently with the dissent, but a request to withdraw the requirement to purchase the dissenting member's shares is not an act inconsistent with the dissent.

(10)  A notice of dissent ceases to be effective if the dissenting member consents to or votes in favour of the resolution of the company to which the dissent relates, unless the consent or vote is given solely as a proxy holder for a person whose proxy required an affirmative vote.

 Meeting to advise of right to dissent

208  A notice of a general meeting, or class meeting, of a company to consider a resolution as a result of which a notice of dissent may be filed must contain a statement in terms that the Lieutenant Governor in Council, by regulation, may prescribe, advising a member of the member's right to give a notice of dissent and the consequences of giving the notice.

 Investigation of company by inspector

209  (1)  On the application of one or more members holding in the aggregate not less than 1/5 of the issued shares of any class of the company, the court may appoint an inspector to investigate the affairs and management of the company and any of its affiliates, and may determine the manner and extent of the investigation.

(2)  Notice of an application under this section must be given to the registrar, and, if the court makes an order appointing an inspector, the inspector within 7 days after the date of the order must file a certified copy of the order with the registrar.

(3)  The court, before appointing an inspector, may require the applicant to give security for payment of the costs and expenses of the investigation, and, at any time, may set the amount of the costs and expenses, and order by whom and in what proportion they must be paid.

(4)  Every person that is a receiver of property of a company or is a director, receiver manager, officer, employee, banker, auditor or agent of the company or any of the company's affiliates must produce for the examination of the inspector every accounting record and every other record, document and instrument relating to the company and any of its affiliates in the person's custody or control, and must give to the inspector every assistance in connection with the investigation that the person is reasonably able to give.

(5)  The inspector may examine on oath any person who is or was a receiver of property of a company, or a director, receiver manager, officer, employee, banker, auditor or agent of the company or of any of its affiliates in relation to their affairs, management, accounts and records and the inspector may administer the oath, and the person examined must answer any question within the scope of the investigation put to that person by the inspector.

(6)  The inspector, on conclusion of the investigation, must report to the court and send a copy of the report to the registrar, the company, if the company is a reporting company, the executive director and any other persons the court or the registrar orders.

 Appointment of inspectors by company

210  (1)  A company, by special resolution, may appoint an inspector to investigate the affairs and management of the company and any of its affiliates and to report in the manner and to the persons the resolution directs.

(2)  Every inspector appointed under subsection (1) has the same powers as an inspector appointed by the court under section 209.

(3)  Every person who is or was a receiver of property of the company, or every director, receiver manager, officer, employee, banker, auditor and agent of the company or any of its affiliates must comply with section 209 (4) and (5), as if the inspector had been appointed by the court.

 Offence

211  Every person who, contrary to section 209 or 210,

(a) refuses to produce any accounting record or other record, document or instrument,

(b) refuses to answer any question, or

(c) destroys or alters any accounting record or record, document or instrument,

or otherwise fails to comply with section 209 or 210, commits an offence.

 Minister may order investigation

212  (1)  If it appears to the minister that it is necessary in the public interest to investigate the beneficial ownership of, or interest in, the shares or debentures of, or membership in, a corporation, he or she may appoint one or more inspectors who may require any person to give any information and produce any records, documents and instruments that the person has, or can reasonably be expected to obtain, as to the names and addresses of the persons interested and the extent of their present and past interests in those shares, debentures or memberships, and the names and addresses of persons who act or have acted on their behalf in relation to those shares, debentures or memberships.

(2)  For the purposes of this section, a person is deemed to have an interest in a share, debenture or membership if the person has any right to acquire or dispose of the share, debenture or membership or any interest in them, or to vote in respect of them, or if the person's consent is necessary for the exercise of any of the rights of other persons interested in them, or if other persons interested in them can be required or are accustomed to exercise their rights in accordance with the person's instructions.

(3)  If, on receipt of a report from an inspector appointed under subsection (1), it appears to the minister that there is difficulty in determining the information required by this section and that the difficulty is due wholly or mainly to the unwillingness of any person concerned to give the information required by this section, the minister, by order published in the Gazette, may direct that the shares, debentures or memberships are restricted until further order of the minister or the court, so that

(a) a transfer of the shares, debentures or memberships, or in the case of unissued shares or debentures, a transfer of the right to be issued with them and any issue of them, is void,

(b) no voting rights are exercisable in respect of the shares, debentures or memberships,

(c) no further shares, debentures or memberships may be issued in right of the shares, debentures or memberships, or in pursuance of any offer made to the holder of them, and

(d) no payment may be made of any sums due from the corporation on those shares, debentures or memberships, whether in respect of capital or otherwise.

(4)  If the minister makes an order directing that shares, debentures or memberships are subject to the restrictions referred to in subsection (3), any person aggrieved may apply to the court, and the court, if it considers it appropriate, may direct that the shares, debentures or memberships cease to be subject to all or any of those restrictions.

(5)  If any share, debenture or membership is subject to a restriction referred to in subsection (3), every person who, being the registered owner of that share, debenture or membership and having knowledge of the restriction,

(a) acts with respect to the share, debenture or membership contrary to the restriction, or

(b) fails to notify any person who, but for the restriction imposed under subsection (3), would be entitled to exercise the rights and receive the benefits restricted by the order,

commits an offence.

(6)  If a share, debenture or membership is issued in contravention of a restriction imposed by subsection (3), the corporation and every director and officer of the corporation who knowingly and willingly authorizes or permits that issue commits an offence.

 Exemption

213  An inspector appointed under this Part must not require a barrister or solicitor to disclose any privileged communication made to him or her in that capacity, except as to the name and address of his or her clients.

 Report as evidence

214  A copy of the report of an inspector appointed under section 209, 210 or 212, signed by the inspector, is admissible in any legal proceeding as evidence of the opinion of the inspector.

 Offence

215  A person who fails to give information required of the person under section 209, 210 or 212 or who, in giving the information, makes a statement that the person knows or ought reasonably to know to be false in a material particular, or who recklessly makes a statement that is false in a material particular, commits an offence.

 Meaning of "alter"

216  In this Part "alter" includes create, add to, vary and delete.

 Powers to alter memorandum

217  (1)  If there is an express provision in this Act permitting a company to alter its memorandum, it may be altered in the cases and to the extent permitted by that provision, so long as the altered memorandum complies with this Act.

(2)  A company that wishes to alter its memorandum as permitted by subsection (1) must file a certified copy of the resolution altering it, together with a copy of the memorandum as amended by the alteration.

(3)  A resolution to alter the memorandum of a company takes effect

(a) if every other requirement of this Act relating to the proposed alteration is complied with, on the date that a certified copy has been accepted for filing by the registrar, or

(b) on the date specified in the resolution,

whichever is later.

 Copies to include alterations

218  (1)  If the memorandum of a company is altered, every copy of the memorandum issued on or after the date the alteration takes effect must contain the alteration.

(2)  Every company that contravenes this section commits an offence.

 Powers to alter articles

219  (1)  Subject to this Act and its memorandum, a company may, if the articles as altered would, at the time of the filing, comply with this Act, alter its articles by filing with the registrar a certified copy of a special resolution or a resolution passed under section 229 altering the articles.

(2)  A resolution to alter the articles of a company takes effect

(a) if every other requirement of this Act relating to the proposed alteration is complied with, on the date that a certified copy has been accepted for filing by the registrar, or

(b) on the date specified in the resolution,

whichever is later.

(3)  Every alteration made in compliance with subsections (1) and (2) is as valid as if originally contained in the articles.

 Copies to include alterations

220  (1)  If the articles of a company are altered, every copy of the articles issued on or after the date the alteration takes effect must contain the alteration.

(2)  Every company that contravenes this section commits an offence.

 Altering restrictions

221  Every company, other than a specially limited company, may, by special resolution, alter its memorandum by altering any restriction on the business carried on or to be carried on by it, or on its powers.

 Certain members may dissent

222  Any member of a company, not later than 7 days after the special resolution was passed under section 221, may give a notice of dissent to the company in respect of the member's shares and, in that event, section 207 applies.

 Procedure and effect

223  (1)  Every company, by special resolution, may alter its memorandum by changing its name to a name approved by the registrar.

(2)  On the registrar accepting for filing a certified copy of the resolution referred to in subsection (1), he or she must issue a certificate showing the change of name and the date it is effective and must publish in the Gazette a notice of change of name.

(3)  No change of the name of a company affects any of its rights or obligations, or renders defective any legal proceedings by or against it, and any legal proceedings that may have been continued or commenced against it under its former name may be continued or commenced against it by its new name.

 Creation of special rights and restrictions

224  Subject to sections 226 and 227, a company may, by special resolution, alter its memorandum or articles by creating, defining and attaching special rights or restrictions to any shares, whether issued or unissued.

 Variation or abrogation

225  Subject to sections 226 and 227, a company may, by special resolution, and by otherwise complying with its memorandum and articles, alter its memorandum or articles by varying or abrogating any special rights or restrictions attached to any shares, whether issued or unissued.

 No interference with class rights without consent

226  (1)  A right or special right attached to issued shares must not be prejudiced or interfered with under this Act or the memorandum or articles unless

(a) if the right or special right prejudiced or interfered with is attached to a class of shares, members holding shares of that class, and

(b) if the right or special right prejudiced or interfered with is attached to a series of shares and the rights or special rights attached to that series are affected differently from those attached to another series of the same class, members holding shares of that series,

consent by a separate resolution of the members of that class or series, as the case may be, requiring a majority of 3/4 of the votes cast.

(2)  A resolution to create, vary or abrogate any special right of conversion or exchange attaching to shares of a reporting company must not be submitted to a general meeting, or a class meeting, or a series meeting, unless the executive director has first consented to the resolution.

 Right to apply to court

227  (1)  The holders of

(a) not less than 10% of the shares of a company who

(i)  are entitled to vote, and

(ii)  who did vote, in person or by proxy,

against the special resolution referred to in section 224 or 225,

(b) not less than 10% of the shares of a class of shares of a company, whose special rights or restrictions are affected by a special resolution abrogating or altering special rights or restrictions attaching to that class of shares and who voted, in person or by proxy, against the resolution referred to in section 226 (1), or

(c) not less than 10% of the shares of a series of shares of a company, whose special rights or restrictions are affected differently from those attached to another series of the same class of shares by a special resolution abrogating or altering special rights or restrictions attaching to that series of shares and who voted, in person or by proxy, against the resolution referred to in section 226 (1),

may, not more than 14 days after the passing of

(d) the special resolution referred to in section 224 or 225, or

(e) the resolution referred to in section 226,

apply to the court to set aside the special resolution referred to in section 224 or 225, or the resolution referred to in section 226.

(2)  The court must not hear the application referred to in subsection (1) unless notice has been served on the company and an affidavit of that service exhibiting the notice has been served on the registrar not later than 14 days after the passing of the last resolution.

(3)  The court may direct that notice of the application be served on any other person.

(4)  On an application under subsection (1), the court may

(a) set aside the special resolution and require a copy of the order to be filed with the registrar,

(b) affirm the special resolution subject to terms the court considers appropriate, or

(c) affirm the special resolution and require the company, subject to section 236 (1), or any other person, to purchase the shares of any member at a price and on the terms to be determined by the court,

and, in any case, the court may make consequential orders, including any order as to costs, and give directions it considers appropriate.

(5)  The registrar must not accept for filing a special resolution referred to in subsection (1), unless

(a) the registrar receives evidence satisfactory to the registrar that every person entitled to apply to the court under subsection (1) has waived that right,

(b) the time for bringing an application under subsection (1) has expired, and the registrar has not been served as required by subsection (2), or

(c) a copy of the order of the court affirming the special resolution, together with evidence satisfactory to the registrar that any consequential orders and directions of the court have been complied with, has been filed with the registrar,

and the registrar receives a certificate of an officer or director of the company that this Act has been complied with in relation to the special resolution.

(6)  The rights granted by this section are in addition to those granted under section 200.

 Exclusion

228  Sections 224 to 227 do not apply to a compromise or arrangement under section 252.

 Shares in series

229  (1)  The special rights and restrictions attached to shares of a class may authorize

(a) the issue of shares of that class in one or more series, and

(b) the directors, by resolution,

(i)  to alter the memorandum to set the number of shares in, and to determine the designation of the shares of, each series, and

(ii)  to alter the memorandum or the articles to create, define and attach special rights and restrictions to the shares of each series, subject to the special rights and restrictions attached to the shares of the class.

(2)  If cumulative dividends in respect of a series of shares are not paid in full, the shares of all series of the same class participate rateably in respect of accumulated dividends in accordance with the amounts that would be payable on those shares if all the accumulated dividends were paid in full.

(3)  If amounts payable on a winding up, or on the occurrence of any other event as a result of which the holders of the shares of all series of the same class are then entitled to a return of capital, are not paid in full, the shares of all series of the same class must participate rateably in a return of capital in respect of that class in accordance with the amounts that would be payable on the return of capital if all amounts so payable were paid in full.

(4)  Special rights or restrictions attached to a series of shares do not confer on the series priority over another series of the same class then outstanding respecting

(a) dividends, or

(b) a return of capital

(i)  on winding up, or

(ii)  on the occurrence of another event that would result in the holders of all series of the same class being entitled to a return of capital.

(5)  A resolution under subsection (1) may only be passed before the issue of shares of the series to which the resolution relates, and after the issue of shares of that series the number of shares in, the designation of, and the special rights and restrictions attached to, that series may be added to, altered, varied or abrogated only under sections 224, 225, 230 or 231, as the case may be.

(6)  Sections 73, 148 to 161, 163 (1) (k), 200 (1) (b), 207 (8), 208 and 290 (a) apply to a series of shares, a separate resolution of a series and a series meeting, as the case may be.

 Increase in authorized capital

230  (1)  Every company, by a resolution of the members as the articles provide or, in the absence of provision in the articles, by special resolution, may alter its memorandum to increase its authorized capital by

(a) creating shares with par value, or shares without par value, or both,

(b) increasing the number of shares with par value, or shares without par value, or both, or

(c) increasing the par value of a class of shares with par value, if no shares of that class are issued.

(2)  A company creating new shares under this section must comply with section 19 (3).

 Subdivision, consolidation and change of shares

231  (1)  Every company may, by special resolution, alter its memorandum to

(a) subdivide all or any of its unissued, or fully paid issued, shares with par value into shares of smaller par value,

(b) subdivide all or any of its unissued, or fully paid issued, shares without par value so that the number of those shares is increased,

(c) consolidate all or any of its shares with par value into shares of larger par value,

(d) consolidate all or any of its shares without par value so that the number of those shares authorized is reduced,

(e) change all or any of its unissued, or fully paid issued, shares with par value into shares without par value,

(f) change all or any of its unissued shares without par value into shares with par value,

(g) alter the name or designation of all or any of its shares, whether issued or unissued, or

(h) alter the provisions as to the maximum price or consideration at or for which shares without par value may be issued.

(2)  No alteration of the memorandum as to any part of the issued shares of any class or, in the case of a class with more than one series, any series, is valid unless

(a) the consent required by section 226 is given, and

(b) the consent of members holding, in the aggregate, not less than 3/4 of the shares not to be changed of that class or series is given by separate resolution.

(3)  The provisions of the articles of a company relating to a class or series meeting of the company or, to the extent the articles do not make provision for a class or series meeting, the provisions of the articles relating to the call and conduct of general meetings apply to a meeting to pass a separate resolution under subsection (2).

 Cancellation of shares and diminution of capital

232  (1)  Every company may alter its memorandum by resolution of its directors or by ordinary resolution

(a) cancelling shares that are not allotted or issued,

(b) cancelling fully paid shares that are surrendered to the company by way of gift, or

(c) cancelling shares of a reporting company that have been held in escrow under an escrow agreement required by the executive director, and that are surrendered for cancellation under that agreement

and diminishing the authorized capital accordingly.

(2)  A company must not return any cash, property or other consideration paid to it for any shares referred to in subsection (1) (c), unless

(a) the return is first authorized by special resolution, or

(b) the terms of the escrow agreement

(i)  were approved by special resolution before the allotment of the shares, and

(ii)  require the return.

(3)  Sections 233 and 234 do not apply to a cancellation of shares under this section.

 Reduction of capital

233  (1)  Every company may reduce its capital, whether issued or unissued, in any way by special resolution confirmed by the court and, without restricting the generality of the foregoing, may

(a) extinguish or reduce the liability on any of its partly paid shares in respect of capital not paid up,

(b) either with or without extinguishing or reducing the liability on any of its partly paid shares, cancel any paid up capital that is lost or unrepresented by available assets, or

(c) either with or without extinguishing or reducing liability on any of its partly paid shares, pay off any paid up capital that is in excess of the needs of the company.

(2)  The court, if satisfied that every creditor of the company who is entitled under section 234 to object to the reduction has consented to it, or that the debt or claim has been discharged, or has determined, or has been secured, may, either in whole or in part and on terms and conditions the court considers appropriate, confirm the resolution referred to in subsection (1).

(3)  A resolution under subsection (1) does not take effect until the registrar has accepted for filing a certified copy of the resolution and the court order, together with a statement approved by the court stating that the authorized capital of the company has been altered by the resolution and order, in compliance with section 19.

(4)  If a resolution under subsection (1) has the effect of diminishing the authorized capital of a company, the resolution must alter the memorandum accordingly, and the company must file a copy of its memorandum, as altered, with the material required to be filed with the registrar by subsection (3).

(5)  If the company making application for confirmation of a resolution referred to in subsection (1) is a company registered under the Small Business Venture Capital Act, the court must not confirm the resolution until the company has presented satisfactory proof that any amount payable to the Minister of Finance and Corporate Relations under section 22 of that Act has been paid.

(6)  If the company making application for confirmation of a resolution referred to in subsection (1) is a company registered under Part 2 of the Employee Investment Act, the court must not confirm the resolution until the company has presented satisfactory proof that any amount payable to the Minister of Finance and Corporate Relations under section 31 or 32 of that Act has been paid.

 Objections by creditors

234  (1)  If the proposed reduction of capital involves either diminution of liability in respect of unpaid capital or the payment to any member of any paid up capital, or in any other case in which the court so directs, every creditor of the company who at the date set by the court is entitled to any debt or claim that, if that date were the commencement of the winding up of the company, would be admissible in proof against the company, is entitled to object to the reduction, but the court, having regard to any special circumstances of the case, may direct that any class or classes of creditors is or are not entitled to object to the reduction, and may dispense with the consent of that class or those classes.

(2)  The court must settle a list of creditors entitled to object to the reduction, and for that purpose must ascertain, as far as possible without requiring an application from any creditor, the names of those creditors and the nature and amount of their debts or claims, and may require notice to be published setting a time within which creditors not entered on the list are to claim to be so entered or otherwise are to be excluded from the right to object to the reduction.

(3)  If a creditor entered on the list whose debt or claim is not discharged or determined does not consent to the reduction, the court may dispense with the consent of that creditor if the company appropriates, as the court may direct,

(a) the full amount of the debt or claim, or

(b) an amount set by the court after an inquiry and adjudication the court considers appropriate.

(4)  Every company that willfully conceals the name of a creditor entitled to object to the reduction, or willfully misrepresents the nature or amount of the creditor's debt or claim, commits an offence.

 Company may redeem or purchase

235  Subject to sections 236 and 237, every company, by resolution of its directors,

(a) may redeem, on the terms and in the manner provided in the memorandum or articles, any of its issued shares that have a right of redemption attached to them, and

(b) if it is so authorized by, and subject to any restriction in, its memorandum or articles, may purchase any of its shares.

 Redemption, purchase or acquisition prohibited when insolvent

236  (1)  A company must not redeem, purchase or otherwise acquire any of its shares, if, at the time of the proposed redemption, purchase or acquisition, the company is insolvent, or if the redemption, purchase or acquisition would render the company insolvent.

(2)  The court, on the application of a director of a company, may declare that, in view of all the circumstances, the company is insolvent, or that the proposed redemption or purchase would render the company insolvent.

 Shares to be purchased or redeemed proportionately

237  (1)  If a proposed purchase by a company of its shares

(a) is not to be made through a stock exchange, or

(b) is not to be made from a bona fide employee or bona fide former employee

(i)  of the company, or

(ii)  of an affiliate of the company,

or from the employee's or former employee's personal representative, in respect of shares beneficially owned by the employee or former employee,

the company must make its offer to purchase proportionately to every member who holds shares of the class or series to be purchased.

(2)  Unless the memorandum or articles otherwise provide, if a company proposes to redeem some, but not all, of its shares of a particular class or series, the redemption must be made proportionately among every member who holds shares of the class or series to be redeemed.

(3)  This section does not apply to a purchase of shares under section 200, 207 or 227.

 Company dealing with shares

238  (1)  A company may, unless the memorandum or articles otherwise provide,

(a) reissue a cancelled share that it has redeemed or purchased, and

(b) sell a share that it has redeemed or purchased but not cancelled.

(2)  No company may vote or pay or make any dividend or other distribution in respect of a share held by it that it has redeemed or purchased but not cancelled.

(3)  A share purchased or redeemed by a company must, if so required by

(a) the memorandum or articles, or

(b) a resolution of the directors,

be cancelled and the number of issued shares reduced accordingly.

 Not a reduction of capital

239  No redemption or purchase of shares under section 200, 207, 227 or 235 is deemed to reduce capital within the meaning of section 233 or to change the authorized capital of the company.

 Concurrent alterations of capital by single resolution

240  If a company proposes alterations to its capital or shares,

(a) the alterations may be made by one special resolution, and

(b) the consents of a class or part of a class may be made by one separate resolution of the class or part of it,

and it is unnecessary to pass and file individual resolutions.

 Fractional shares

241  (1)  Every company may issue fractional shares for the purposes of sections 231, 248, 252 to 254 and 289 or for the purpose of making a fresh issue of shares that is offered to and taken by existing members of the company in proportion to the number of shares already held by them respectively.

(2)  Subject to section 236, every company may purchase its fractional shares, but must consolidate them into whole shares and must deal with those whole shares in accordance with section 238.

 Court may validate

242  If a company has purported to issue or allot shares and the creation, issue or allotment of those shares is invalid by reason of a provision of this or any other Act, or of the memorandum or articles of the company, or otherwise, or if the terms of issue or allotment are inconsistent with or unauthorized by such a provision, the court, on application by the company, a holder of any of those shares or a creditor of the company, and on being satisfied that in all the circumstances it is just and equitable to do so, may make an order validating the creation, issue or allotment of those shares, or confirming the terms of issue or allotment of them, or both, and, on the order being made, those shares are deemed to have been validly created, issued or allotted on the terms of the issue or allotment of them.

 Conversion of specially limited company

243  (1)  Subject to any provision to the contrary in its memorandum, a specially limited company may, by special resolution, convert itself into a company having a memorandum in Form 1 of the Second Schedule, and, for that purpose, must alter its memorandum and articles to comply with the requirements of this Act for such a company.

(2)  The registrar, on receipt of a copy of the special resolution referred to in subsection (1) and a copy of the company's memorandum and articles as altered, and the prescribed fees, must issue a certificate of the conversion of the company, and the conversion takes effect on issuance of the certificate.

(3)  The registrar must publish in the Gazette a statement of the conversion of the company.

 Certain members may dissent

244  Every member of a specially limited company, not more than 7 days after the special resolution was passed pursuant to section 243, may give a notice of dissent to the company in respect of the member's shares and, in that event, section 207 applies.

 Conversion of special Act company

245  (1)  Every corporation incorporated by an Act of the Legislature, unless that Act contains a provision inconsistent with or repugnant to this section, may convert itself into a company under this Act by a special resolution that

(a) alters the form of the constitution of the corporation by substituting for its charter a memorandum and articles that comply with this Act,

(b) if it is necessary to comply with this Act, alters the name of the corporation, and

(c) authorizes 2 or more directors to execute the memorandum and articles on behalf of the corporation and to deliver them to the registrar with a copy of the resolution and any other documents relating to the corporation that the registrar requires.

(2)  The registrar, on receipt of the resolution and documents referred to in subsection (1) and the proper fees, must issue a certificate that the corporation is converted into a company under this Act, and, on issuance of the certificate, the substituted memorandum and articles apply to the company in the same manner as if it were a company incorporated under this Act with that memorandum and those articles, and the former charter of the corporation ceases to apply.

(3)  The registrar must publish in the Gazette a statement of the conversion of the corporation.

(4)  A corporation must not pass a special resolution referred to in subsection (1) without the consent of the minister.

 Liabilities unaffected by conversion

246  Conversion of a corporation under this Act does not affect any debt, liability, obligation or contract incurred or entered into by, to, with or on behalf of the corporation before the conversion, and legal proceedings in respect of them may be continued or commenced against it in the same manner as if the conversion had not taken place.

 Amalgamation permitted

247  Any 2 or more companies may amalgamate and continue as one company, called the "amalgamated company", under the name of one of the amalgamating companies, or under a name approved by the registrar.

 Amalgamation agreement

248  (1)  The companies proposing to amalgamate must enter into an amalgamation agreement prescribing the terms and conditions of the amalgamation, the manner of carrying the amalgamation into effect and containing the memorandum and articles, which must first be approved by the registrar, proposed for the amalgamated company.

(2)  The amalgamation agreement must also specify

(a) the full names, addresses and occupations of the directors of the amal-gam-ated company,

(b) the month and year in which the first annual general meeting of the amalgamated company will be held,

(c) the manner in which the issued and unissued shares of each amalgamating company will be exchanged for those of the amalgamated company,

(d) that each amalgamating company must adopt the agreement, and

(e) other details necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated company.

(3)  If shares of one of the amalgamating companies are held by, or on behalf of, another of the amalgamating companies, the amalgamation agreement must provide for the cancellation of those shares without any repayment of capital in respect of them, and no provision may be made in the amalgamation agreement for the exchange of those shares.

(4)  The amalgamation agreement is deemed to be adopted by each amalgamating company,

(a) if the amalgamating company has only one class of shares, when it is approved by a special resolution,

(b) if the amalgamating company has more than one class of shares, when it is approved by a separate resolution of each class requiring a majority of 3/4 of the votes cast,

(c) if one person beneficially owns all the shares of an amalgamating company, when it is approved by that person certifying the person's ownership and approval on the amalgamation agreement,

(d) if the amalgamating company has more than one series of shares, and the amalgamation agreement contains a provision that, if contained in a proposed alteration of the memorandum or articles of the company, would entitle the members who hold shares of that series to vote as a series under section 226, when it is approved by a separate resolution of that series requiring a majority of 3/4 of the votes cast, or

(e) if one of the amalgamating companies beneficially owns all the shares of another amalgamating company and has approved the agreement in accordance with paragraph (a), (b), (c) or (d), when it is approved on behalf of the second mentioned amalgamating company as evidenced by the secretary of the first mentioned amalgamating company certifying the ownership and approval on the amalgamation agreement.

 Court approval

249  (1)  Subject to subsection (2) and (3), if an amalgamation agreement is adopted by all the amalgamating companies, they must, not less than 6 days nor more than 2 months after the adoption, apply to the court for an order approving the amalgamation.

(2)  If a creditor or member of an amalgamating company, by notice in writing delivered to the registered office of that amalgamating company

(a) not later than 5 weeks after the adoption of the amalgamation agreement by all the amalgamating companies, and

(b) before the hearing of the application for the approving order,

requires the company to give the creditor or member 14 days' notice of the time and place of the hearing of the application, the company must give that notice to the creditor or member.

(3)  A member of an amalgamating company, not more than 7 days after the amalgamation agreement is adopted by every amalgamating company, may give a notice of dissent to the amalgamating company of which he, she or it is a member in respect of all the member's shares of the class or kind described in the notice of dissent, in which event section 207 applies.

(4)  The court may direct that notice be given of the time and place of the hearing of the application for the approving order, to those creditors and members of each amalgamating company, and in the manner, the court directs.

(5)  On the application referred to in subsection (1),

(a) a creditor or any member is entitled to be heard, and

(b) the court, having regard to the rights and interests of every person affected, may approve the amalgamation agreement either as presented or subject to terms and conditions the court considers appropriate, or may dismiss the application.

 Certificate of amalgamation

250  If the registrar receives proof to the registrar's satisfaction that the terms and conditions of the approving order, if any, have been complied with, and on delivery to the registrar of

(a) a certified copy of the approving order,

(b) a certified copy of the amalgamation agreement, and

(c) a notice in Form 3 in the Second Schedule of the registered and records offices of the amalgamated company,

the registrar must

(d) register the documents and issue a certificate of amalgamation showing that the amalgamating companies are amalgamated and the date, which must not be earlier than the date the documents are delivered to the registrar, of the amalgamation, and

(e) publish in the Gazette a notice of the amalgamation showing the names of the amalgamating companies, the name of the amalgamated company, the address of its registered office and the date of the amalgamation.

 Vesting

251  From the date of the amalgamation, the amalgamating companies are amalgamated and are continued as one company under the name and with the memorandum and articles provided in the amalgamation agreement, and the amalgamated company is seized of and holds and possesses all the property, rights and interests and is subject to all the debts, liabilities and obligations of each amalgamating company, including any obligations to dissenting members under section 207, and every member of each amalgamating company is bound by the amalgamation agreement.

 Compromise or arrangement

252  (1)  Subject to subsections (6) and (7), if a compromise or arrangement is proposed between a company and its creditors or any class of them, or between a company and its members or any class of them, then, despite any other provision of this Act, if a majority in number representing 3/4 in value of those creditors or that class of creditors, or 3/4 of the votes of those members or that class of members, who are present and vote either in person or by proxy at a meeting convened in accordance with an order of the court under subsection (2), agree to a compromise or arrangement, the compromise or arrangement, if approved by the court and accepted for filing by the registrar, is binding on every creditor or member, as the case may be, and on the company.

(2)  If a compromise or arrangement referred to in subsection (1) is proposed, the court may, on the application of the company, or of any creditor or member of the company, or on its own motion on the application for approval, order that a meeting of the creditors or any class of creditors, or of the members or any class of members, or the holders of a series of shares under subsection (6) to approve the compromise or arrangement be convened in the manner the court directs.

(3)  No compromise or arrangement under this section takes effect until every requirement of this Act relating to the proposed compromise or arrangement has been complied with and a certified copy of the court order has been accepted for filing by the registrar.

(4)  If a court order made under this section effects a change in the memorandum or articles of the company, the registrar must not accept it for filing, unless it is accompanied by a copy of the altered memorandum or articles certified by an officer or director.

(5)  Every alteration in the memorandum or articles of a company as a result of this section is an alteration within the meaning of section 218 (1) and section 220 (1).

(6)  If the terms of a compromise or arrangement between a company and its members or a class of them contain a provision that, if contained in a proposed alteration of the memorandum or articles of the company, would entitle the members who hold shares of a series of shares of any class of shares of the company to vote as a series under section 226 (1), no compromise or arrangement takes effect unless it is approved by a majority of 3/4 of the votes cast by those members voting separately at a meeting convened in accordance with an order of the court under subsection (2).

(7)  Nothing in this section or in any order approving a compromise or arrangement made under this section binds a member to exchange shares of a reporting company held by the member for property, money or other securities of the reporting company or for property, money or securities of another corporation unless the compromise or arrangement has been approved in the manner described in subsection (8).

(8)  A compromise or arrangement is approved for the purposes of subsection (7) when it is approved by a majority of the votes of members of the reporting company cast at a meeting referred to in subsection (2) other than the votes cast by

(a) affiliates of the reporting company,

(b) a member who will, as a consequence of the compromise or arrangement, be entitled to consideration for each share greater than that available to other holders of affected shares of the same class, and

(c) a member who alone or in combination with others effectively controls the reporting company and who, prior to receiving a notice of the meeting referred to in subsection (2), entered into or has agreed to enter into an understanding to support the compromise or arrangement.

 Information as to compromise

253  (1)  If a meeting is convened under section 252, the company must include in any notice of the meeting

(a) that is sent to a creditor or member of a company, a statement, which may be included in the information circular of a reporting company, explaining the effect of the compromise or arrangement and in particular stating

(i)  any material interest of every director and officer, whether as director, officer, member or creditor of the company, or otherwise, and

(ii)  the effect of the compromise or arrangement on those persons in so far as it is different from the effect on the similar interests of other persons, and

(b) that is given by advertisement, either the statement required by paragraph (a), or a notification of the place at which and the manner in which creditors or members entitled to attend the meeting may obtain copies of the statement.

(2)  If the compromise or arrangement affects the rights of debentureholders, the statement must include the same explanation with respect to the trustee for the debentureholders as, under subsection (1) of this section, is required to be given with respect to the directors and officers.

(3)  If a notice referred to in subsection (1) (b) includes a notification that copies of the statement can be obtained, every creditor or member entitled to attend the meeting must, on making application at the place and in the manner indicated by the notice, be furnished without charge by the company with a copy of the statement.

 Facilitating reconstruction of companies

254  (1)  In this section

"liabilities" includes duties, and

"property" includes rights, powers and property of every description.

(2)  If

(a) an application is made to the court under section 252 for the approval of a compromise or arrangement,

(b) the compromise or arrangement has been proposed for the purpose of, or in connection with, a scheme for the reconstruction of a company or companies, or the amalgamation of 2 or more companies, and

(c) under the scheme the whole or any part of the undertaking or the property of any company concerned in the scheme (in this section referred to as the "transferor company") is to be transferred to another company (in this section referred to as the "transferee company"),

the court may, either by the order approving the compromise or arrangement, or by any subsequent order, provide for

(d) the transfer to the transferee company of the whole or any part of the undertaking and of the property or liabilities of the transferor company,

(e) the allotment or appropriation by the transferee company of any shares, debentures or other similar interests in that company that, under the compromise or arrangement, are to be allotted or appropriated by that company to or for any person,

(f) the continuation by or against the transferee company of any legal proceedings pending by or against the transferor company,

(g) the dissolution without winding up of the transferor company,

(h) provision to be made for any person who, within the time and in the manner the court directs, objects to the compromise or arrangement, including a direction that any member is entitled to give a notice of dissent, or

(i) the incidental, consequential and supplemental matters necessary to ensure that the reconstruction or amalgamation is fully and effectively carried out.

(3)  If an order of the court made under this section provides for the transfer of property or liabilities, then, on filing with the registrar a certified copy of the order, that property is deemed to be transferred to and vested in, and those liabilities are deemed to be transferred to and become the liabilities of, the transferee company and, in the case of any particular property, if the order so directs, freed from any charge that is by the compromise or arrangement to cease to have effect.

(4)  An order of the court under this section does not take effect until a certified copy of it has been accepted for filing by the registrar.

 Acquisition procedure

255  (1)  For the purposes of this section, an "acquiring company" is a company that, under a scheme or contract, makes an offer to acquire shares or any class of shares in another company, called the "subject company", which offer has, within 4 months after the making of the offer, been accepted as to the shares, or as to each class of shares involved, by members holding not less than 9/10 of those shares or of the shares of that class other than shares already held at the date of the offer by, or by a nominee for, the acquiring company or its affiliate.

(2)  Every acquiring company, within 5 months after the making of an offer referred to in subsection (1), may give written notice to any member of the subject company who holds shares or shares of the class involved in the offer, and who did not accept the offer, that the acquiring company desires to acquire that member's shares.

(3)  If a notice is given under subsection (2), the acquiring company is entitled and bound to acquire every share of the member to whom notice was given for the price and on the terms in the offer referred to in subsection (1) unless the court, on application by the member to whom notice was given, made within 2 months from the date of the notice, orders otherwise.

(4)  On an application by a member to whom notice was given under subsection (2), the court may

(a) set the price and terms of payment, and

(b) make consequential orders and give directions the court considers appropriate.

(5)  For the purpose of this section, every offer referred to in subsection (1) for shares of more than one class is deemed to be a separate offer for shares of each class.

(6)  If a notice has been given by an acquiring company under subsection (2) and the court has not ordered otherwise on an application made by a member to whom the notice was given, the acquiring company, on the expiration of 2 months after the date on which the notice has been given, or, if an application to the court by the member to whom the notice was given is then pending, after that application has been disposed of, must send a copy of the notice to the subject company and pay or transfer to the subject company the amount or other consideration representing the price payable by the acquiring company for the shares that by this section that company is entitled to acquire, and, on receiving the copy of the notice and that amount or other consideration, the subject company must register the acquiring company as a member with respect to those shares.

(7)  Any sum received by the subject company under this section must be paid into a separate bank account and, together with any other consideration so received, must be held by that company, or a trustee approved by the court, on trust for the several persons entitled to that sum.

(8)  Every person, except a company, who delivers a notice or form that contains a statement or makes a representation to any member of a company to the effect that the person proposes to take advantage of any enactment to acquire the shares of the member in the company, or that the person can compel the member to transfer the member's shares in the company to the person, commits an offence.

(9)  Every acquiring company, within one month after becoming entitled to give the notice referred to in subsection (2), if the acquiring company has not given that notice, must give a written notice to each member referred to in subsection (2) that the member, within 3 months after receipt of the notice, may require the acquiring company to acquire the shares.

(10)  If a member of a subject company requires the acquiring company to acquire the member's shares in accordance with subsection (9), the acquiring company must acquire the shares for the price and on the terms in the offer described in subsection (1).

 Lieutenant Governor in Council may cancel incorporation

256  (1)  The Lieutenant Governor in Council by order may cancel the incorporation of a company, direct that it be struck off the register and declare it to be dissolved.

(2)  Every order made under subsection (1) must be published in the Gazette.

 Registrar may strike off company

257  (1)  If

(a) a company or an extraprovincial company has for 2 years failed to file with the registrar the annual report or any other return, notice or document required by this Act to be filed by it,

(b) the registrar has reasonable cause to believe that an extraprovincial company has ceased to carry on business in British Columbia,

(c) a company or an extraprovincial company has failed to pay, within 10 days after default in payment of the fine, any fine imposed on it under this Act,

(d) a company or an extraprovincial company has failed to comply with an order of the registrar under section 18,

(e) a reporting company does not comply with section 139, or

(f) a company or an extraprovincial company has failed to comply with a requirement under section 338 (3) (b) within 60 days after the date of the mailing to the company or extraprovincial company of a registered letter referred to in section 338 (4),

the registrar must mail to the company or extraprovincial company a registered letter notifying it of its failure or of the registrar's belief, and of the registrar's powers under subsection (3).

(2)  If a company or an extraprovincial company is being wound up, and

(a) the registrar has reasonable cause to believe that no liquidator is acting, or that the company is fully wound up, or

(b) the returns required to be made by the liquidator have not been made for a period of 3 consecutive months,

the registrar must mail to the company a registered letter inquiring whether a liquidator is acting, or the company is fully wound up, or notifying the company of the failure to file returns, or of the registrar's belief and of the registrar's powers under subsection (3).

(3)  If, within one month after the registrar mails the letter referred to in subsection (1) or (2), the registrar does not receive a response that

(a) indicates that the failure has been or is being remedied, or is otherwise satisfactory to the registrar, or

(b) notifies the registrar that the extraprovincial company continues to carry on business in British Columbia,

the registrar may publish in the Gazette a notice that, at any time after the expiration of one month after the date of publication of the notice, unless cause is shown to the contrary, the company will be struck off the register and dissolved, or, in the case of an extraprovincial company, its registration will be cancelled.

(4)  At any time after one month after the date of publication of the notice referred to in subsection (3), the registrar, unless good cause to the contrary is shown to him or her, may strike the company off the register and, on being struck off, the company is dissolved, or, in the case of an extraprovincial company, cancel its registration.

(5)  A letter mailed under this section may be addressed to the company at its registered office, or in the case of an extraprovincial company, at its head office in British Columbia.

 Dissolution by request

258  If a company

(a) by ordinary resolution requests the registrar to strike it off the register, and

(b) files with the registrar a copy of the resolution and an affidavit of 2 or more directors or, if the company has only one director, an affidavit of that director, proving what disposition the company has made of its assets and that the company has no debts or liabilities,

the registrar may strike the company off the register and, on being struck off, the company is dissolved.

 Defunct extraprovincial company

259  (1)  If an extraprovincial company files with the registrar a notice that the company has ceased to carry on business in British Columbia, the registrar may cancel its registration.

(2)  On receipt by the registrar from the registrar of companies or other similar official of the jurisdiction in which an extraprovincial company was incorporated of notice that the extraprovincial company has ceased to exist, the registrar must cancel its registration.

 Liabilities survive

260  The liability of every director, officer, liquidator and member of a company that is struck off the register, or of an extraprovincial company that has had its registration cancelled, under section 256, 257, 259 or 319 continues and may be enforced as if the company had not been struck off the register, or the registration of the extraprovincial company had not been cancelled.

 Publication

261  The registrar must publish in the Gazette notice that a company or extraprovincial company has been struck off the register or has had its registration cancelled under section 256, 257, 258, 259 or 319, and the date the action took place.

 Restoration to register

262  (1)  If a company has been dissolved, or the registration of an extraprovincial company has been cancelled under this Act or any former Companies Act, the court may, if it is satisfied that it is just that the company or extraprovincial company be restored to the register, not more than 10 years after the date of the dissolution or cancellation, on application by the liquidator, a member, a creditor of the company or extraprovincial company, or any other interested person, make an order, subject to the conditions and on the terms the court considers appropriate, restoring the company or extraprovincial company to the register.

(2)  If a company or an extraprovincial company is restored to the register under subsection (1), the company is deemed to have continued in existence, or the registration of the extraprovincial company is deemed not to have been cancelled, and proceedings may be taken as might have been taken if the company had not been dissolved, or the registration of the extraprovincial company had not been cancelled.

(3)  The court may make an order under subsection (1) restoring a company or an extraprovincial company to the register for a limited period, and, after the expiration of that period, the company must promptly be struck off the register, or, in the case of an extraprovincial company, its registration cancelled, by the registrar.

(4)  The court must not make an order under this section

(a) in all cases,

(i)  unless notice of the application under subsection (1) and a copy of any document filed in support of it has been sent to the registrar and the registrar has consented, and

(ii)  until one week after the applicant has published notice of the application under subsection (1) in one issue of the Gazette and has mailed notice of that application to the last address shown as the registered office of the company or head office in British Columbia of the extraprovincial company,

(b) in the case of a company or extraprovincial company that had, at the time of cancellation of registration or dissolution, the power or capacity to operate as a club, without the consent of the minister, and

(c) in the case of a company or extraprovincial company that was, at the time of cancellation of registration or dissolution, a reporting company under this Act or the Securities Act, without the consent of the British Columbia Securities Commission.

 Power of court

263  In an order made under section 262, the court may give directions and make provisions it considers appropriate for placing the company or extraprovincial company and every other person in the same position, as nearly as may be, as if the company had not been dissolved or the registration of the extraprovincial company cancelled, but, unless the court otherwise orders, the order is without prejudice to the rights of parties acquired before the date on which the company or extraprovincial company is restored to the register.

 Change of name on restoration

264  In any order made under section 262, the court may require that the company or extraprovincial company be restored to the register under a different name that is acceptable to the registrar and, in that event, section 223 (3) applies.

 Filing and publication

265  (1)  No order made under section 262 is effective until a certified copy has been accepted for filing by the registrar.

(2)  The registrar must not accept for filing any order made under section 262, unless

(a) the registrar receives proof to his or her satisfaction that the terms and conditions precedent of the order, if any, have been complied with, and

(b) the registrar's requirements are fulfilled.

(3)  On filing, the registrar must

(a) publish in the Gazette notice of the restoration of a company or extraprovincial company, showing the date of restoration, and

(b) issue a certificate of restoration.

 Escheat

266  Despite the provisions of this Act, title to, or any interest in, land that has escheated or that is deemed to have escheated to the government under section 4 of the Escheat Act is not affected in any way by an order made under section 262 of this Act, except as provided in section 4 of the Escheat Act.

 Voluntary winding up

267  Subject to section 268, every company may be wound up voluntarily if the company so resolves by special resolution.

 Solvency of company

268  (1)  If it is proposed to wind up a company voluntarily, the majority of the directors, before calling the general meeting at which the resolution for the winding up of the company is to be proposed, must make an affidavit that they have made a full inquiry into the affairs of the company and that they are of the opinion that the company will be able to pay its debts in full within the period, not exceeding 12 months from the commencement of the winding up, specified in the affidavit.

(2)  An affidavit referred to in subsection (1) must

(a) be made within 5 weeks immediately preceding the date the members pass the resolution for the voluntary winding up of the company, and

(b) contain a statement of the assets and liabilities of the company as at the latest practicable date.

(3)  A copy of the affidavit must be

(a) filed with the registrar before the meeting, and

(b) presented to the meeting at which the resolution for the voluntary winding up of the company is to be proposed.

(4)  Every director of a company who makes an affidavit under this section without having reasonable grounds for the opinion that the company will be able to pay its debts in full within the period specified in the affidavit commits an offence.

(5)  If a company is wound up in accordance with a resolution passed within 5 weeks after the making of the affidavit, but its debts are not paid or provided for in full within the period stated in the affidavit, it is presumed, until the contrary is shown, that the declarant did not have reasonable grounds for the declarant's opinion.

(6)  This section does not apply to a winding up commenced before October 1, 1973.

 Commencement

269  A voluntary winding up commences at the time of the passing of the special resolution to wind up.

 Appointment of liquidator

270  Every company, at the general meeting at which the special resolution to wind up is passed, must appoint one or more liquidators for the purpose of winding up the affairs and distributing the assets of the company.

 Winding up by court order

271  (1)  A company, on the application of the company, a member, director, creditor, a trustee for debentureholders, a receiver manager of the company or the minister, may be wound up by court order.

(2)  Before hearing an application by a creditor to wind up a company by court order, the court may require the creditor to give security for the costs of the application.

(3)  The court may order that the company be wound up

(a) if the court thinks it just and equitable to do so, or

(b) when an event occurs on the occurrence of which the memorandum or articles provide that the company is to be dissolved.

(4)  For the purposes of this section, a member includes

(a) a beneficial owner of a share in the company, and

(b) any other person who, in the discretion of the court, is a proper person to make an application.

 Powers of court

272  If an application for an order to wind up a company is made by a member on the ground that it is just and equitable that the company should be wound up, the court, if it is of the opinion that the applicant is entitled to relief either by winding up the company or under section 200, either may make an order for winding up or make an order under section 200 as the court considers appropriate.

 Commencement

273  The commencement of a winding up by court order is the date of the order.

 Court must appoint liquidator

274  If the court makes an order that a company be wound up, the court, by the same or a subsequent order, must appoint one or more liquidators for the purpose of winding up the affairs and distributing the assets of the company.

 Qualification of liquidator

275  (1)  A person not qualified to become or act as a receiver or receiver manager under section 64 of the Personal Property Security Act is not qualified to become or act as a liquidator, except that with the consent in writing of all the members a person mentioned in section 64 (2) (e) of the Personal Property Security Act is qualified to become or act as a liquidator.

(2)  Every person who has been appointed a liquidator and who is not, or who ceases to be, qualified to act as a liquidator must,

(a) in a voluntary winding up, promptly call a general meeting to replace the person in accordance with section 278 (a), and

(b) in a winding up by court order, promptly advise the court and the person on whose application the liquidator was appointed of the fact.

 Resignation and removal of liquidator

276  (1)  Every liquidator appointed in a voluntary winding up may resign the office of liquidator.

(2)  Every liquidator appointed in a voluntary winding up may be removed as liquidator by a special resolution passed at a general meeting of the members of the company, notice of which has been given to the liquidator and the creditors of the company.

 Liquidator ceasing to act to file notice

277  Every liquidator who resigns, is removed from office, or, for any other reason, ceases to act, must, within 7 days afterwards, file with the registrar a notice in Form 10 in the Second Schedule.

 Filling vacancy in office of liquidator

278  If a vacancy occurs by death, resignation or otherwise in the office of liquidator

(a) in a voluntary winding up, the company in general meeting may fill the vacancy and for that purpose a general meeting may be called by any member or, if there were more liquidators than one, by the continuing liquidator, and the meeting must be held in the manner required by the articles, and

(b) in a winding up by court order, the court may fill the vacancy on application of any person mentioned in section 271 (1).

 Remuneration of liquidator

279  (1)  The remuneration of a liquidator

(a) in a winding up by court order must be set by the court, or

(b) in a voluntary winding up may be set by the company in general meeting.

(2)  If the remuneration referred to in subsection (1) (b) is not set within 30 days of the liquidator's appointment, or if the liquidator is dissatisfied with the amount, the liquidator may apply to the court to set or review the liquidator's remuneration, and the court may make an order it considers appropriate.

 Validity of acts of liquidator

280  Every act of a liquidator is valid, despite any defect in the liquidator's appointment or qualifications.

 Offences

281  (1)  Every person who acts as a liquidator and is a person who is not qualified to act as a liquidator commits an offence.

(2)  Every liquidator who contravenes any provision of this Part commits an offence.

 Effect of resolution or order for winding up

282  If a company is being wound up,

(a) the company, from the commencement of the winding up, must cease to carry on its business, except so far as, in the opinion of the liquidator, is required for its beneficial winding up, but the corporate status and corporate powers and capacity of the company continue until it is dissolved,

(b) on the appointment of the liquidator, the powers of the directors cease, except so far as the liquidator approves the continuance of them,

(c) any transfer of shares made after the winding up, except a transfer made to or with the approval of the liquidator, is void, and

(d) the property of the company, after satisfaction of its liabilities and costs, charges and expenses properly incurred in the winding up, including the remuneration of the liquidator, must be distributed among the members according to their rights and interests in the company.

 Filing and publication of notice of appointment

283  (1)  Every liquidator, within 10 days after appointment as liquidator, must file with the registrar a notice of the appointment in Form 11 in the Second Schedule and, if not already filed,

(a) if the winding up is a voluntary winding up, a copy of the special resolution to so wind up, or

(b) if the winding up is by court order, a certified copy of the order.

(2)  Every liquidator, within 7 days after changing the liquidator's address, must file with the registrar notice of the new address.

(3)  At the commencement of the winding up, the liquidator must publish in the Gazette a notice that the company has resolved to wind up voluntarily or that the court has made an order that the company be wound up by court order, as the case may be.

 Meeting of creditors

284  (1)  Every liquidator, within 14 days after the appointment as liquidator, must

(a) mail to every person who appears to the liquidator to be a creditor of the company a notice that a meeting of the creditors of the company will be held on a date, not being less than 21 or more than 28 days after the appointment, at an hour and at a place in British Columbia to be specified in the notice, and

(b) advertise notice of the meeting in the Gazette and in a local newspaper circulating in the district where the registered office is located or where the principal place of business of the company in British Columbia was located.

(2)  The liquidator must present to the meeting of creditors referred to in subsection (1) a full statement of the position of the affairs of the company, including a list of the creditors of the company and the estimated amount of their claims, and the creditors are at liberty to discuss any matter arising out of the statement.

 Limitation

285  If the liquidator gives notice in writing by registered letter to a creditor of the company that the debt or claim of the creditor is disputed or rejected, the creditor may commence an action in respect of the debt or claim within 3 months after the notice is given, and, in default of the commencement of the action within that time, the debt or claim of the creditor is forever barred.

 Custody of property

286  (1)  The liquidator of a company, subject to any restrictions or directions imposed or given by the court, must

(a) take into the liquidator's custody or under the liquidator's control all the property and things in action to which the company is or appears to be entitled, and all the company's records, documents and instruments,

(b) subject to this Act, use the liquidator's own discretion in realizing the assets of the company and distributing them among the creditors and members,

(c) keep proper accounting records,

(d) keep proper minutes of proceedings at meetings and of other matters relating to the winding up,

(e) cause to be stated on every invoice, order for goods and business letter issued by the liquidator or on the liquidator's behalf on or in which the name of the company appears, that the company is in liquidation, and

(f) describe himself or herself as the liquidator of the company.

(2)  If a winding up continues for more than one year, the liquidator must

(a) call a general meeting of the company at the end of the first year and of each succeeding year after the commencement of the winding up, or as soon as may be convenient,

(b) present to the general meeting an account of the liquidator's acts and dealings and of the conduct of the winding up during the preceding year, and

(c) file with the registrar, within 7 days after the date on which the meeting is held, a verified summary of the liquidator's receipts and payments during that year.

(3)  Every liquidator must comply with Part 5 in respect of the records, documents and instruments of the company.

 Liquidator to notify minister of offence

287  If it appears to the liquidator that any past or present director, officer, employee, receiver, receiver manager, auditor, liquidator or member of the company has been guilty of any offence in relation to the company, the liquidator must notify the minister.

 Powers of liquidator

288  (1)  Subject to this section, a liquidator, so far as may be necessary for the beneficial winding up of the affairs and distribution of the assets of a company, has the powers of the directors and officers, and may exercise the powers of the company that are not required by this Act to be exercised by the company in general meeting.

(2)  In a voluntary winding up, the company, by ordinary resolution, may direct that the liquidator not do certain specified things without the approval of a general meeting of the company or without the written consent of certain specified members, or of a certain specified number of members.

(3)  In any winding up, the court may impose, either generally or with respect to certain matters, restrictions on the exercise of the powers of a liquidator.

(4)  Until required for distribution to creditors and members, cash balances held by the liquidator may be invested as follows and any dividends or interest received from the investments form part of the assets of the company:

(a) in an interest bearing account with any savings institution;

(b) as permitted under the provisions of the Trustee Act respecting the investment of trust property by a trustee.

(5)  If several liquidators are appointed, every power given to a liquidator may be exercised by the one or more of them that may be determined at the time of their appointment or subsequently, or, in the absence of any determination, by any number not less than 2.

 Sale of company for shares or debentures

289  (1)  If a company is being wound up and it is proposed to transfer or sell the whole or part of its business or property to a corporation, the liquidator of the company being wound up may, with the approval of a special resolution of that company that confers on the liquidator either a general authority or an authority in respect of any particular arrangement, in compensation, or part compensation, for the transfer or sale, receive shares, debentures or other similar interests in the corporation for distribution among the members of the company being wound up, or may enter into any other arrangement by which the members of the company being wound up may, instead of receiving cash, shares, debentures or other similar interests, or, in addition to them, participate in the profits of or receive any other benefit from the corporation.

(2)  If any transfer, sale or arrangement in accordance with this section involves the payment, or any liability for payment, of money by the members of the company being wound up, whether to that company, the liquidator or otherwise, a member may, not more than 7 days after the passing of the resolution, give a notice of dissent to the liquidator, in which event section 207 applies.

(3)  No special resolution referred to in subsection (1) is invalid for the purposes of this section merely because it is passed before or concurrently with a resolution for winding up the company or for appointing its liquidator.

 Powers of court

290  If a company is being wound up, the court may

(a) on application by a member or director of the company, order a general meeting, class meeting or meeting of the creditors of the company to be held and conducted in the manner the court considers appropriate,

(b) on application by any of the persons mentioned in section 271 (1), make an order for the audit or the inspection of the accounts, books and papers of, or in possession of, the liquidator the court considers appropriate,

(c) on application by the liquidator, set a time within which creditors are to prove their debts or claims or be excluded from the benefit of any distribution to be made by the liquidator,

(d) in a voluntary winding up, appoint a liquidator on application by a member if there is no liquidator acting and it is impractical or impossible to hold a general meeting of the company for the purpose of filling the vacancy,

(e) on cause shown by any of the persons mentioned in section 271 (1) remove a liquidator and fill any vacancy in the office of the liquidator,

(f) release, on terms and conditions the court considers appropriate, a liquidator who has resigned, been removed from office, or has, in his or her opinion, fully wound up the affairs of the company,

(g) on application by any of the persons mentioned in section 271 (1), confirm, reverse or modify any act or decision of a liquidator and make an order the court considers appropriate,

(h) if a liquidator does not faithfully perform the liquidator's duties, inquire into the matter and take the action the court considers appropriate,

(i) on application by any of the persons mentioned in section 271 (1), examine into the conduct of any person who has taken part in the formation or promotion of the company or any person that is a past or present director, officer, receiver, receiver manager, liquidator or member of the company if it appears that the person has misapplied, or retained, or become liable or accountable for, any money, or property, or breach of trust, in relation to the company, and compel the person to repay or to restore the money, or property, or any part of it, with interest at the rate the court considers appropriate, or to contribute the sum to the assets of the company by way of compensation in respect of the misapplication, retainer or breach of trust as the court considers appropriate, and this provision applies even if the conduct complained of is conduct for which the person may be liable to prosecution,

(j) make an order on terms and conditions the court considers appropriate, staying the proceedings, either absolutely or for a limited time, and

(k) on application by the liquidator, give directions in relation to any matter arising under the winding up.

 Officers duties

291  (1)  Every person who is a present or former director, receiver manager, officer, employee, banker, auditor, member or agent of or receiver of property of a company that is being wound up and of any affiliate of it must,

(a) on inquiry by the liquidator, fully and truly inform, to the best of the person's knowledge and belief, the liquidator of all the property of the company and how and to whom and for what consideration and when the company disposed of any part of it, except any part disposed of in the ordinary course of business of the company,

(b) on request of the liquidator, deliver to the liquidator, or as the liquidator directs, all the property of the company in the custody or under the control of the person, and

(c) on request of the liquidator, deliver to the liquidator, or as the liquidator directs, every accounting record, record, document and instrument in the custody or under the control of the person and belonging to the company.

(2)  Every person referred to in subsection (1) who contravenes that subsection commits an offence.

 Final meeting and dissolution

292  (1)  As soon as the affairs of a company are fully wound up, the liquidator must

(a) prepare an account of the winding up showing how it has been conducted and how the property of the company has been disposed of, and

(b) call a final general meeting of the company for the purpose of presenting the account and giving any explanation of it.

(2)  The final general meeting referred to in subsection (1) must be called by publishing notice of it, not less than 14 days before the meeting, in the Gazette specifying the date, time, place and object of the meeting, and no other notice is necessary.

(3)  If, within 1/2 hour after the time appointed for the final general meeting, a quorum of members is not present, the liquidator must adjourn the meeting to the same day in the next week and, if at the adjourned meeting a quorum is not present within 1/2 hour after the time appointed for the meeting, the meeting must proceed and is deemed to have been properly held.

(4)  The liquidator, not more than 7 days after the final general meeting, must file with the registrar a copy of the account and a return in Form 12 in the Second Schedule.

 Dissolution on completion of winding up

293  (1)  The registrar, on receiving the copy of the account and the return referred to in section 292, must register them.

(2)  Three months after the registration, the company is dissolved.

(3)  On application by the liquidator or any person mentioned in section 271 (1), the court may make an order deferring the date at which the dissolution of the company is to take effect for the time the court considers appropriate.

(4)  No order made under this section is effective unless a certified copy is filed with the registrar before the company is dissolved under subsection (1).

 Unclaimed or undistributed assets

294  (1)  In this section, "administrator" has the same meaning as in the Unclaimed Property Act.

(1.1)  If a liquidator has or controls any unclaimed or undistributed assets or money of the company that have remained unclaimed or undistributed for more than 6 months after the date on which any dividend declared by the liquidator became payable, the liquidator must promptly pay or deliver the same to the administrator with a statement showing the full names and last known addresses of the persons appearing to be entitled to the assets or money and the amounts to which they appear to be respectively entitled, and the administrator must give the liquidator a receipt which receipt is an effectual discharge to the liquidator.

(2)  The administrator, in respect of any money or assets paid or delivered to the administrator under this section, may invest the money or realize the assets and invest the proceeds, and the money so received or realized by the administrator is deemed to be unclaimed money deposits under the Unclaimed Property Act.

 Disposal of books and papers of company

295  If a company has been dissolved, the liquidator is responsible for the care and custody of its accounting records, records, documents and instruments for 2 years after the date of dissolution, but not longer.

 Discharge by court order

296  Every order of the court releasing a liquidator discharges the liquidator from all liability in respect of any act done or default made by the liquidator in the administration of the affairs of the company or otherwise in relation to the liquidator's conduct in that capacity, but that order may be revoked on proof that it was obtained by fraud or by suppression or concealment of any material fact.

 Extraprovincial companies required to be registered

297  (1)  Every extraprovincial company, within 30 days after commencing to carry on business in British Columbia, must be registered under this Act.

(2)  An extraprovincial company licensed or registered under any former Companies Act that is on the register of extraprovincial companies or is restored to it in accordance with section 262 is deemed to be registered under this Act.

 Exception from registration and application

298  (1)  Despite section 297 (1), it is not necessary for an extraprovincial company, whose principal or only business consists of the operation of one or more ships, to be registered under this Act or to comply with this Part other than this section, if the company does not maintain in British Columbia a warehouse, office or place of business under its own control or under the control of a person on behalf of the company, and every such company may carry on business in British Columbia as if it were registered under this Act.

(2)  Every person who is a resident agent or representative of an extraprovincial company referred to in subsection (1) must file with the registrar a notice

(a) signed by the person stating the name and chief place of business of the company out of British Columbia and short particulars of the person's agency, and

(b) of any change in the name, chief place of business or agency.

(3)  This Part does not apply to an extraprovincial company that

(a) is an extraprovincial society, as defined in section 1 of the Society Act, other than

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

(ii)  an extraprovincial society that under section 193 (2) of the Financial Institutions Act is ordered by the Superintendent of Financial Institutions to apply for a business authorization, or

(b) is registered under section 181 of the Cooperative Association Act, except as provided by section 6 of that Act.

 Application for registration

299  (1)  Every extraprovincial company required to be registered under this Act must

(a) complete and file with the registrar a statement in Form 13 in the Second Schedule, and

(b) furnish the registrar with other information the registrar requires.

(2)  The statement referred to in subsection (1) (a) must be accompanied by a copy of the charter of the company verified in a manner satisfactory to the registrar.

 Registration

300  (1)  On an extraprovincial company complying with section 299 to the satisfaction of the registrar and paying the prescribed fees, the registrar, subject to section 302, must register the company and issue a certificate showing that the company is registered as an extraprovincial company under this Act.

(2)  On the registration of an extraprovincial company, the registrar must publish in the Gazette notice of its registration.

 Effect of registration

301  (1)  Subject to this Act and the laws of British Columbia, an extraprovincial company registered under this Act may, for the purpose of carrying on business in British Columbia, exercise in British Columbia the powers contained in or permitted by its charter.

(2)  An extraprovincial company must not carry on any business that it is restricted from carrying on by its charter, or in a manner inconsistent with it.

(3)  An extraprovincial company must not carry on any business that would be beyond the capacity of a company.

(4)  No act of an extraprovincial company, including any transfer of property to, or by, an extraprovincial company, is invalid merely because the act contravenes subsection (2).

 Refusal of registration

302  (1)  The registrar may refuse to register an extraprovincial company.

(2)  [Repealed 2003-51-10.]

 Exemption

303  Sections 301 (2) and (3) and 302 do not apply to a federal company.

 Attorney to be appointed for certain purposes

304  (1)  Every extraprovincial company, unless under its charter its head office is in British Columbia, must have an attorney resident in British Columbia and authorized by the company to accept service of process in every suit and proceeding by or against the company in British Columbia, and to receive every notice to the company.

(2)  The first attorney referred to in subsection (1) must be appointed by an extraprovincial company in the statement filed by it under section 299.

(3)  If the attorney referred to in subsection (1) resigns, is removed from office or for any other reason ceases to act, the company must promptly file a notice, in duplicate, in Form 14 in the Second Schedule, stating the full name and address of the new attorney appointed by it, and the registrar must file one copy and forward the other copy with an endorsement, indicating that one copy has been filed, to the address of the previous attorney.

(4)  An extraprovincial company may appoint more than one attorney, and in that case

(a) every attorney must be authorized to perform the acts mentioned in subsection (1), and

(b) the name and address of every attorney must be shown on the statement required by section 299, or the notice required by subsection (3) of this section.

(5)  Every attorney must in the presence of a witness sign the statement referred to in section 299 (1), or notice required by subsection (3) of this section, as evidence of consent to act as attorney.

 Notices of change to be filed

305  (1)  Every extraprovincial company must promptly give notice to the registrar of any change

(a) in the address of its head office in or out of British Columbia,

(b) in the address of any attorney of the company in British Columbia, and

(c) of its directors.

(2)  Every notice of change in the address of the head office in British Columbia of an extraprovincial company must be filed in duplicate with the registrar, who must forward to the previous head office in British Columbia one copy endorsed by the registrar to indicate that a copy has been filed.

 Amalgamation of extraprovincial company

306  (1)  Every extraprovincial company registered under this Act must file with the registrar a copy, verified in a manner satisfactory to the registrar, of any amalgamation agreement to which it is a party within one month after the date the agreement takes effect.

(2)  The registrar must issue a supplementary certificate of registration in respect of any amalgamation of an extraprovincial company and must publish a notice of it in the Gazette.

(3)  From the date of a supplementary certificate referred to in subsection (2), the amalgamated extraprovincial company is seized of and holds and possesses all the land located in British Columbia of the amalgamating extraprovincial companies to the extent expressed in the amalgamation agreement.

 Amendments to charter to be filed

307  (1)  Every extraprovincial company registered under this Act must file with the registrar a copy, verified in a manner satisfactory to the registrar, of an amendment to its charter within one month after the date of the amendment.

(2)  The registrar may issue a supplementary certificate of registration in respect of any amendment to the charter of an extraprovincial company and may publish a notice of it in the Gazette.

 Change of name

308  (1)  An extraprovincial company registered under this Act must not change its name to a name identical to that by which another corporation is incorporated or registered in British Columbia, or to a name so nearly resembling that name as, in the opinion of the registrar, is likely to confuse or mislead, or to a name of which the registrar for any other reason disapproves, unless

(a) the corporation is in the course of being dissolved and signifies its consent in the manner the registrar requires, or

(b) the corporation is an extraprovincial company which has ceased to carry on business in British Columbia.

(2)  If an extraprovincial company registered under this Act changes its name to a name identical to that by which another corporation has previously been incorporated by or under an Act of the Legislature or registered in British Columbia, or to a name so nearly resembling that name as, in the opinion of the registrar, is likely to confuse or mislead, the registrar may order the extraprovincial company to change its name to one that the registrar approves and, on the making of that order, section 18 (7), (8) and (9) apply accordingly.

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

 Records to be kept in British Columbia

309  (1)  Every extraprovincial company must keep, at its head office in British Columbia,

(a) a register of its directors that complies with section 116,

(b) in the case of an extraprovincial company that is a reporting company under the Securities Act, a register of indebtedness to directors or officers that complies with section 75 of this Act,

(c) a copy of the mortgages created by it, or charging property acquired by it, in respect of property in British Columbia, and

(d) a copy of its charter.

(2)  The records, documents and instruments referred to in subsection (1) (d) are those relating to matters occurring since the incorporation or amalgamation of the extraprovincial company.

(3)  The records, documents and instruments referred to in subsection (1) (a), (b) and (c) are those established or made, and the information in them must relate to matters occurring, after

(a) the extraprovincial registration of the company, or

(b) October 1, 1973,

whichever is the later.

(4)  If the extraprovincial company is an amalgamated company, this section applies to each amalgamating company previously registered.

 Maintenance of and access to records

310  Any person may examine and take extracts from the records mentioned in section 309, and sections 164 (5), 165, 169 and 170 apply to those records.

 Financial statements to comply

311  Every financial statement or interim financial statement issued, circulated or published in British Columbia by an extraprovincial company must, with the necessary changes and so far as is applicable, comply with section 174 and must either

(a) comply with every provision of sections 173, 176 and, with respect to financial statements to be set before an annual meeting, sections 145 (1) (b) and 177 and every regulation made under section 175, or

(b) if it does not comply with every provision referred to in paragraph (a), state clearly on its face that it does not comply.

 Unregistered extraprovincial company

312  (1)  An extraprovincial company that is not registered as required by this Act is not capable of

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

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

(2)  Every extraprovincial company that is not registered as required by this Act commits an offence and is liable to a fine not exceeding $50 per day for every day during which the default continues.

(3)  If

(a) the registration of an extraprovincial company is suspended or cancelled, or

(b) an extraprovincial company has been struck off the register in accordance with any former Companies Act,

and the company is subsequently restored to the register, subsection (1) and any prohibition having a similar effect formerly in force must be read and construed as if no disability under subsection (1) or under that prohibition had ever attached to the company, even if any contract was made or proceeding in respect of it instituted, or any land or interest in it acquired or held by the company before the date on which the company was restored, subject to the terms of any order made by the court.

(4)  Subsections (1) and (3) do not apply to a federal company.

 Offence

313  Every person who acts as an agent or representative of or in any other capacity for an extraprovincial company that is not registered as required by section 297 is

(a) personally liable for the debts and obligations incurred by the person as agent, and

(b) commits an offence and is liable to a fine not exceeding $50 for every day during which the company continues unregistered.

 Offence

314  Every extraprovincial company that contravenes any of the provisions of this Act that apply to it commits an offence.

 Onus of proof

315  In any prosecution, the onus of proving that an extraprovincial company is registered, or is not required to be registered, or has otherwise complied with this Act, is on the defendant.

 Notice of appointment and change of address

316  (1)  The liquidator of an extraprovincial company registered under this Act must, within 7 days

(a) after the liquidator's appointment, file with the registrar a notice of the appointment in Form 15 in the Second Schedule, and

(b) after changing the liquidator's address, file with the registrar notice of the new address.

(2)  The liquidator of an extraprovincial company registered under this Act must promptly publish in the Gazette a notice that the company is being wound up.

 Final return of liquidator

317  (1)  The liquidator of an extraprovincial company registered under this Act must, on completion of the winding up, file with the registrar a copy of the account and a return in Form 12 in the Second Schedule.

(2)  The registrar, on receiving the account and the return referred to in subsection (1), must register them and, on the expiration of 3 months after their registration, the registration of the extraprovincial company is cancelled.

 Extent of application of winding up provisions

318  The provisions of this Act relating to the winding up of companies, so far as the jurisdiction of the court extends, apply to the winding up of the affairs of an extraprovincial company.

 Suspension or cancellation of registration

319  (1)  The Lieutenant Governor in Council may suspend or cancel the registration of an extraprovincial company.

(2)  The Lieutenant Governor in Council may restore the registration of an extraprovincial company that has been suspended or cancelled.

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

 Act applies to limited liability companies

319.1  (1)  Sections 15, 17, 18 (1) and (7) to (10), 106, 204 (2), 257 (1) (a) to (d) and (f) and (2) to (5), 259 to 265, 297 (1), 298 (1) and (2), 301 to 303, 304 (1) and (4) (a), 306 to 308, 312 to 315, 318, 319, 335, 338 to 340 and 349 apply to and in respect of limited liability companies.

(2)  For the purposes of subsection (1), a reference in the provisions referred to in that subsection

(a) to "extraprovincial company" includes a reference to "limited liability company",

(b) except for sections 17, 18 (9), 257 (3) to (5), 260, 261 to 263, 301 (3) and 318, to "company" includes a reference to "limited liability company",

(c) to "director" includes a reference to an individual elected, appointed or otherwise designated to manage a limited liability company, and

(d) to "federal company" includes a reference to a limited liability company incorporated in the federal jurisdiction.

(3)  For the purposes of subsection (1), a reference in section 308 to "corporation" includes a reference to "limited liability company".

 Registration

319.2  (1)  Every limited liability company required to be registered under this Act must

(a) register in the prescribed manner and pay the prescribed fee,

(b) file with the registrar the information and records prescribed by the regulations respecting attorneys appointed by the limited liability company, including the forms by which each of those attorneys evidenced consent to the appointment,

(c) promptly notify the registrar, in the manner and form prescribed by the regulations, of any change in any information the limited liability company has provided to the registrar under this Division,

(d) keep at the head office of the limited liability company in British Columbia the forms and information prescribed by the regulations, and

(e) ensure that each component of any financial statement that it issues, circulates or publishes in British Columbia

(i)  is prepared and approved in the prescribed manner and has attached to it the prescribed records, or

(ii)  if the regulations provide that the component need not comply with one or more of the requirements prescribed under subparagraph (i), clearly identifies the requirements with which it does not comply.

(2)  After a limited liability company has complied with subsection (1) to the satisfaction of the registrar, the registrar, subject to section 302 and to subsection (3) of this section, must register the limited liability company and issue a certificate showing that the limited liability company is registered as a limited liability company under this Act.

(3)  A limited liability company must not be registered by a name that the registrar, for a good and valid reason, disapproves and, without limiting this, the registrar may disapprove a name if, in the opinion of the registrar, it does not adequately identify the organization as a limited liability company.

(4)  After the registration of a limited liability company, the registrar must publish in the Gazette notice of its registration.

 Records

319.3  Any person may examine and take extracts from the records referred to in section 319.2 (1) (d) and sections 164 (5), 165, 169 and 170 apply to those records.

 Liquidator

319.4  (1)  The liquidator of a limited liability company must file with the registrar the prescribed information.

(2)  The registrar must register the records filed under subsection (1) and, 3 months after the registration of the final account of the liquidation, the registration of the limited liability company is cancelled.

 Preparation of information

319.5  (1)  The Lieutenant Governor in Council may prescribe the form and manner in which information is to be prepared, retained or filed by or for a limited liability company.

(2)  Without limiting subsection (1), the Lieutenant Governor in Council may make regulations respecting the following:

(a) the manner in which a limited liability company required to be registered under this Act is to be registered, including the information and records to be filed with the registrar respecting that registration;

(b) the information and records to be filed with the registrar respecting attorneys appointed for the limited liability company;

(c) the form and manner in which an attorney appointed for a limited liability company is to evidence consent to the appointment;

(d) the information and records to be filed with the registrar respecting any change to information filed with the registrar in relation to a limited liability company;

(e) the records that a limited liability company is to keep at its head office;

(f) the financial statements, including interim financial statements, issued, circulated or published in British Columbia by a limited liability company, including, without limitation, the approvals required for the financial statements, the records to be attached to the financial statements and if and to what extent the components of the financial statements need not comply with those requirements;

(g) the information and records to be filed with the registrar in relation to, or published by a liquidator appointed for, a limited liability company;

(h) [Not in force. Repealed 1999-32-21.]

(i) the form and manner in which and the time within which the information and records referred to in the regulations are to be filed, kept or published, as the case may be.

 Registration does not affect capacity

319.6  Registration of a limited liability company under this Act relieves the limited liability company from any restriction or prohibition imposed on it by Division 3, as it applies for the purposes of this Division, but does not otherwise affect its capacity or powers.

 Appointment of registrar

320  A registrar of companies, and the officers and clerks necessary to enable the registrar to perform his or her duties, must be appointed in accordance with the Public Service Act.

 Repealed

321  [Repealed 1997-29-5.]

 Registrar may suspend operations of registry

321.1  (1)  Despite this Act or any other enactment, when the registrar is of the opinion that it is impracticable to provide or perform one or more of the services or functions required by this Act or the regulations to be provided or performed by the registrar or otherwise normally provided or performed by the registrar, the registrar may, for so long as the registrar remains of that opinion, suspend any or all of the services provided or functions performed by the registrar, including, without limitation,

(a) registering or filing any records,

(b) allowing searches or inspections of any records filed with the registrar, and

(c) providing copies of any records filed with the registrar.

(2)  Despite this Act or any other enactment, if the registrar is satisfied that but for a suspension under subsection (1) of one or more of the services provided or functions performed by the registrar, a record provided to the registrar for registration or filing would have been delivered to the registrar on, or registered or filed on, the date that the services or functions were suspended, the registrar may accept the record as if it were delivered on, or date the registration or filing of the record as of, the date that the services or functions were suspended and that date is deemed for all purposes to be the date on which the record was delivered, registered or filed.

 Seal of office

322  The registrar must have a seal of office and may use the seal in the performance of his or her duties.

 No action against registrar without leave

323  Without the leave of the Attorney General, an action or proceeding must not be brought or taken against the registrar for anything done or omitted to be done in the performance or intended or purported performance of the registrar's duties.

 Service on registrar

324  A document may be served on the registrar by leaving it at the office of the registrar, or mailing it by registered post addressed to the registrar at his or her office in Victoria.

 Examination of registrar

325  (1)  The registrar in his or her official capacity is not bound to attend, under any subpoena, order or summons issued from any court in British Columbia, whether the subpoena, order or summons is directed to the registrar personally or in the registrar's official capacity, as a witness for examination, or to produce any document kept, filed or registered by him or her as registrar under this or any other Act.

(2)  The registrar may be examined and be required to produce documents under a commission or otherwise at the registrar's office.

 Correction of register

326  (1)  The registrar, on being satisfied that an error or omission exists and as to the true facts to be registered or noted, may correct the error or omission contained in any register or record kept by the registrar.

(2)  Any correction made by the registrar under subsection (1) must be initialed and dated by the registrar.

 Declaration as evidence

327  Every declaration issued by the registrar under his or her hand is proof in the absence of evidence to the contrary of any matters stated in it relating to the records of the registrar's office.

 Certificate as conclusive evidence

328  Every certificate required by this Act to be issued by the registrar must be issued under the registrar's hand or the hand of a person designated as a signing officer by the Lieutenant Governor in Council and is conclusive evidence that every requirement of this Act in respect of the matters certified in it and of matters precedent to it have been complied with.

 Microfilm, etc.

329  If a document is registered in the office of the registrar, the registrar may have the document photocopied or otherwise reproduced, and the reproduction is for all purposes deemed to be the document photographed or reproduced.

 Validity of documents issued by registrar

330  Every document purporting to be issued by the registrar under the registrar's hand or the hand of a person designated as a signing officer by the Lieutenant Governor in Council must be received in evidence and, unless the contrary is shown, is deemed to have been so issued, and it is not necessary to prove the handwriting or official position of the registrar or person designated by the Lieutenant Governor in Council.

 Signature of registrar

331  The signature of the registrar on the following documents may be printed or otherwise mechanically reproduced:

(a) a declaration referred to in section 327;

(b) a certificate referred to in section 328;

(c) a document referred to in section 330;

(d) a certified copy of a document referred to in section 336.

 Appeals to court

332  (1)  In this section:

"decision" means a direction, decision, order or ruling of a decision maker, or a refusal by a decision maker;

"decision maker", in relation to a decision in respect of which an appeal is being made, means

(a) if the decision was made by the registrar, the registrar, or

(b) if the decision was made by the executive director, the executive director.

(2)  A person affected by a decision under this Act may appeal it to the court.

(3)  A decision maker is a party to an appeal of a decision of the decision maker to the court.

(4)  An appeal under subsection (2) is an appeal on the record.

(5)  For the purposes of subsection (4), the record consists of the following:

(a) the record of oral evidence, if any, before the decision maker;

(b) copies or originals of documentary evidence before the decision maker;

(c) other things received as evidence by the decision maker;

(d) the decision;

(e) the written reasons for the decision, if any.

(6)  An appeal under subsection (2) must be commenced not more than 30 days after the earlier of the following:

(a) the mailing to the appellant, at the appellant's most recent address known to the decision maker, of a notice of the decision to be appealed;

(b) actual notice to the appellant of the decision to be appealed.

 Company to file annual report

333  Every company, within 2 months after each anniversary date of its incorporation, amalgamation or continuation in British Columbia, must file with the registrar an annual report containing information as to the last anniversary date.

 Form of annual report

334  The annual report of a company must be in the form of, and contain the information required by, Form 16 in the Second Schedule.

 Extraprovincial company to file annual report

335  Every extraprovincial company registered under this Act must file with the registrar, within 2 months after each anniversary date of the extraprovincial company's registration in British Columbia, an annual report made up to that anniversary date, in accordance with Form 17 of the Second Schedule.

 Inspection and copies of documents

336  (1)  On payment of the prescribed fee, any person may

(a) inspect every document filed or registered with the registrar,

(b) obtain a copy of a document referred to in paragraph (a) or part of it, and

(c) require a copy of all or any part of a document referred to in paragraph (a) to be certified by the registrar under the registrar's hand and seal as a true copy.

(2)  Every copy of a document referred to in subsection (1) (a), certified to be a true copy by the registrar under the registrar's hand and seal, is admissible in evidence in place of the original document.

 Registrar may refuse to accept filing

337  (1)  The registrar, if of the opinion that any document submitted to him or her

(a) contains matter contrary to law,

(b) by reason of any omission or misdescription, has not been properly completed,

(c) does not comply with the requirements of this Act, or

(d) contains any error, alteration or erasure,

may refuse to receive or register the document and request that the document be appropriately amended or completed and resubmitted, or that a new document be submitted in its place.

(2)  [Repealed 2003-51-12.]

 Requirement as to documents filed

338  (1)  A record, document or instrument that is, by this Act, required or permitted to be filed or registered with the registrar

(a) must be submitted to the registrar for filing in the prescribed manner,

(b) must, in the opinion of the registrar, be legible and suitable for microfilming or electronic or digital imaging or storage, and

(c) must be in the English language or be filed with an English translation verified in a manner satisfactory to the registrar.

(2)  Subsection (1) (c) does not apply to a document required to be filed or registered by an extraprovincial company whose only business carried on in British Columbia is lending money on the security of mortgages.

(3)  If the registrar considers it necessary in the public interest, the registrar may

(a) refuse to accept for filing or registration by an extraprovincial company a document that is not in the English language unless it is accompanied by a notarially certified English translation, or

(b) require a company or extraprovincial company that has filed or registered a document that is not in the English language to file or register a notarially certified copy of the document.

(4)  If the registrar imposes a requirement under subsection (3) (b) on a company or extraprovincial company, the registrar must notify it by registered letter addressed to its head office at the address on file with the registrar.

 Enforcement of duty to make returns

339  (1)  If a company or an extraprovincial company or its receiver manager, liquidator or receiver of property, has failed to file with the registrar any document required to be filed by this Act, the registrar, or any director, member, debentureholder or creditor of the company or the extraprovincial company, may serve the person required to make the filing with notice requiring the person to file the document with the registrar.

(2)  If the person referred to in subsection (1) fails to file the document within 14 days after receipt of the notice referred to in subsection (1), the court, on application by the registrar, or any director, member, debentureholder or creditor, may

(a) order the person to file, within the time the court directs, the document with the registrar, and

(b) direct that the costs of and incidental to the application be paid by any person, director or officer of the company or extraprovincial company referred to in subsection (1) as the court considers appropriate.

(3)  Nothing in this section prejudices the operation of any enactment imposing penalties in respect of any default.

 Consequence of company in default

340  If a company or an extraprovincial company or any director or officer of it has failed to send to, or file with, the registrar any document required to be filed by this or any former Companies Act, the registrar, until any lawful requirement imposed by him or her has been fulfilled, may refuse to accept any resolution or other filing of the company or extraprovincial company and may refuse to issue any certificate to the company or extraprovincial company.

 Cooperation with other jurisdiction

341  On receipt by the registrar from the registrar of companies or other similar official of another jurisdiction of a notice advising that a company has been empowered to carry on business in that jurisdiction, the registrar must

(a) register the notice, and

(b) from time to time advise the registrar of that other jurisdiction of

(i)  any order under section 256,

(ii)  the dissolution of the company under section 257 or 258,

(iii)  any filing received by the registrar under section 283 or 292, or

(iv)  any other matter the Lieutenant Governor in Council by regulation prescribes.

 Misleading statements an offence

342  (1)  Every person who makes or assists in making a statement in any document required to be made by or for the purposes of this Act or the regulations that, at the time and in the light of the circumstances under which it was made, is false or misleading in respect of any material fact, or that omits to state any material fact, the omission of which makes the statement false or misleading, commits an offence and is liable to a fine of not more than $2 000 or to imprisonment for a term of not more than one year or to both that fine and that imprisonment.

(2)  A person is not guilty of an offence under subsection (1) if that person did not know that the statement was false or misleading and, with the exercise of reasonable diligence, could not have known that the statement was false or misleading.

 Offence of directors and officers

343  If a corporation commits an offence against this Act, every director or officer of it who authorized, permitted or acquiesced in the offence commits an offence and is liable on conviction to a fine of not more than $2 000.

 Offence Act

344  Sections 4 and 5 of the Offence Act do not apply to a person who does or omits to do any act contrary to this Act.

 General penalty

345  Unless otherwise provided in this Act, every person who commits an offence against this Act is liable on conviction to a fine of not less than $50 and not more than $2 000.

 Limitation of time for laying information

346  Unless otherwise provided in this Act, every information in respect of an offence against this Act must be laid within 12 months after the time when the subject matter of the proceedings arose.

 Application of fines

347  Every fine imposed by a court under this Act must, despite any other Act, be paid in accordance with the Provincial Court Act.

 Forms

348  (1)  The forms in the Second Schedule, or forms as near to them as circumstances permit, must be used in all matters to which those forms refer.

(2)  The Lieutenant Governor in Council may by regulation at any time delete, add to or replace any of the forms in the Second Schedule or add new forms to the Schedule and publish the revised or new form in the Gazette, and after publication the new form has the same force as if it were included in the Second Schedule.

 Fees

349  (1)  There must be paid to the registrar in respect of the matters mentioned in the Third Schedule the fees specified in it, and payment of the prescribed fee is a condition precedent to the registrar accepting any filing and taking any other action under this Act.

(2)  Every fee paid to the registrar under this Act must be paid into the consolidated revenue fund.

 Regulations

350  (1)  The Lieutenant Governor in Council may make regulations referred to in section 41 of the Interpretation Act.

(2)  Without limiting subsection (1), the Lieutenant Governor in Council may make regulations as follows:

(a) respecting the form and content of an information circular;

(b) amending Table A of the First Schedule;

(c) [Repealed 1999-32-15.]

(d) respecting rules and orders, forms and directions for carrying out this Act or for regulating procedure or establishing practice under this Act;

(e) respecting any matter he or she considers necessary for carrying out the purposes of this Act, including matters in respect of which no express or only partial or imperfect provision has been made;

(f) creating offences and prescribing penalties for the breach of any regulations made under this section;

(g) respecting the filing of an instrument of continuation;

(h) requiring a statement of particulars to accompany any document submitted for filing or registration under Part 3, Division (2), and prescribing the form of the statement and the information to be contained in the statement;

(i) [Repealed 2003-45-1.]

(j) respecting the location and hours for the office of the registrar;

(k) respecting the manner and form in which, and the method by which, records and information may be provided or submitted to, or provided or certified by, the registrar;

(l) prescribing records and information that must be provided or submitted to the registrar in, or in conjunction with, any record provided to the registrar or submitted to the registrar for filing, with power to prescribe different records and information for different situations;

(m) respecting the manner in which, and the method by which, records and information may be mailed, sent or otherwise provided, and the requirements that a person must meet to mail, send or otherwise provide or receive records or information in an electronic or other format for the purposes of this Act, with power to prescribe different manners, methods and requirements for different records, information and situations.

(3)  If the regulations require a statement of particulars to accompany a document submitted for filing or registration, the registrar

(a) must refuse to accept the document unless it is accompanied by the statement of particulars, and

(b) is not required to provide any person with information from the document so long as the registrar provides information from the statement of particulars.