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"annual reference date" means, for an annual reference period applicable to a company,
(a) the date in that annual reference period on which the company holds its annual general meeting, or
(b) if the company does not hold an annual general meeting in that annual reference period, the last day of that annual reference period,
and includes the first annual reference date applicable to that company under section 95.42 (2);
"annual reference period" means, in relation to a company, the period that
(i) the date of the recognition of the company, or
(ii) if the company has had one or more annual reference dates, the day following the date of the most recent of those annual reference dates, and
(b) ends on the date by which the company is required, under section 95.42 (1) without reference to section 95.42 (3), to hold the annual general meeting that is to follow the date referred to in paragraph (a) of this definition;
"board" includes a francophone education authority;
"company" means a corporation incorporated under this Part;
"director" has the same meaning as in section 1 (1) of the Business Corporations Act;
"incorporation bylaw" means a bylaw referred to in section 95.2 (1) (a);
"member" means, in relation to a company, the board that incorporates the company, or, if the board disposes of the share referred to in section 95.25 (1), the person who owns the share;
"memorandum" means, for a company that was incorporated before the date of the coming into force of section 260 of the Business Corporations Amendment Act, 2003 and that has not complied with section 436 (1) (a) and (b) of the Business Corporations Act, the record that constituted the company's memorandum under the Company Act, R.S.B.C. 1996, c. 62, immediately before that date;
"notice of articles" means the record described in section 95.2 (3);
"registrar" has the same meaning as in the Business Corporations Act.
(2) In this Part, in respect of a francophone education authority incorporating a company or a company incorporated by it, a reference in this Part
(a) to "secretary treasurer" must be read as a reference to "secrétaire trésorier", and
(b) to "trustee" must be read as a reference to "regional trustee" as defined in section 166.1.
95.11 (1) Section 1 of the Business Corporations Act, except the definitions of "annual reference date", "annual reference period", "company", "incorporation agreement", "memorandum", "shareholder" and "special Act corporation", applies for the purposes of this Part.
(2) For the purposes of this Part, a reference in the Business Corporations Act
(a) to a form under the Business Corporations Act or set out in the schedules to that Act must be read as a reference to the corresponding form prescribed by the Lieutenant Governor in Council under this Act or, if none, to the form under that Act with the necessary changes to adapt the form for the purposes of this Act,
(b) to "this Act" must be read as a reference to this Part and the provisions of the Business Corporations Act that apply for the purposes of this Part,
(b.1) to "annual reference date" must be read as a reference to "annual reference date", as defined in section 95.1 (1),
(b.2) to "annual reference period" must be read as a reference to "annual reference period", as defined in section 95.1 (1),
(c) to "company" must be read as a reference to "company", as defined in section 95.1 (1),
(d) to "incorporation agreement" must be read as a reference to "incorporation bylaw", as defined in section 95.1 (1),
(e) to "memorandum" must be read as a reference to "memorandum", as defined in section 95.1 (1),
(f) to "minister" must be read as a reference to the minister who is responsible for the administration of this Act,
(g) to "notice of articles" must be read as a reference to "notice of articles", as defined in section 95.1 (1),
(h) to "shareholder" must be read as a reference to "member", as defined in section 95.1 (1), and
(i) to "special Act corporation" must be read as a reference to "company", as defined in section 95.1 (1).
95.2 (1) A board may form a company by
(i) a notice of articles that complies with subsection (3), and
(ii) articles that comply with subsection (4),
(b) filing with the registrar an incorporation application that complies with subsection (2), and
(c) complying with this Division.
(2) The incorporation application filed under subsection (1) (b) must
(a) comply with section 10 (3) of the Business Corporations Act, and
(b) set out, as the incorporator, the board incorporating the company.
(3) The notice of articles contained in the incorporation application must
(a) set out the name of the company in accordance with section 95.24 of this Act,
(b) set out the authorized share structure of the company in accordance with section 95.25,
(c) set out the following for each of the individuals who are to be the first directors:
(i) the full name of the individual;
(ii) the residential address of the individual, and
(d) comply with section 11 (a), (d), (e) and (f), of the Business Corporations Act.
(a) set out every restriction, if any,
(i) on the business that may be carried on by the company, and
(ii) on the powers that the company may exercise,
except those restrictions set out in this Part, and
(b) comply with section 12 (1) and (2) (c) of the Business Corporations Act.
95.21 The articles of a company must
(a) have a signature line with the full name of the board proposing to form the company set out legibly under the signature line, and
(b) be signed on the applicable signature line by the secretary treasurer of that board.
95.22 The member of the company is, on and from the date of the incorporation mentioned in the certificate of incorporation, a company incorporated under this Act with the name contained in the notice of articles, capable immediately of exercising the functions of an incorporated company with the powers and with the liability on the part of the member provided in this Part.
95.23 Sections 12 (4) and (5), 13, 14, 15, 18, 19 and 420 of the Business Corporations Act apply for the purposes of this Part.
95.231 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 all the debts of the company contracted during that time.
95.24 (1) The name of a company incorporated under this Part by a board, except a company incorporated by a francophone education authority, must be "School District No. X Business Company", where X is the school district number in the name of the board.
(2) The name of a company incorporated under this Part by a francophone education authority must be "Entreprise compagnie du X", where X is the name of the francophone education authority incorporating the company.
(3) Subject to section 95.81, a person must not use in British Columbia any name of which "School District" or "Francophone Education Authority" or any abbreviation of them, is part unless the name is in the form required by this section and is used by a company the share of which is owned by the board or Francophone Education Authority indicated by the name.
95.25 (1) The authorized share structure of a company is one common voting share without par value.
(2) On the incorporation of a company under this Part, the share referred to in subsection (1) is deemed to be issued without consideration to the board incorporating the company.
95.27 (1) Sections 30 to 33, 228 (2) and (3) and 421 of the Business Corporations Act apply for the purposes of this Part.
(2) For the purposes of subsection (1) of this section, a reference in section 228 (2) or (3) of the Business Corporations Act as it applies for the purposes of this Part to a complainant in relation to a company is deemed to mean a director, an officer, a shareholder, an employee, an agent, an auditor, a trustee, a receiver, a receiver manager or a liquidator of the company.
95.29 Sections 34 to 38 of the Business Corporations Act apply for the purposes of this Part.
95.3 Unless otherwise authorized by the Lieutenant Governor in Council, a member must not encumber or dispose of an interest in the share of a company.
(a) give an indemnity to or for the benefit of a company, or
(b) guarantee the performance of an obligation of a company.
(2) A board is not liable on a guarantee or indemnity given in contravention of subsection (1).
95.32 Sections 57, 87 (1), 107, 109 and 110 of the Business Corporations Act apply for the purposes of this Part.
95.33 (1) A board must not give, loan or otherwise provide to a company, directly or indirectly, money from a grant under this Act.
(2) Unless otherwise authorized by the minister, a board must not provide any property or services to or for the benefit of a company for consideration that
(a) includes shares of a corporation, or
(b) is less than the fair market value of the property or services provided by the board.
95.34 Divisions 8 to 10 of Part 3 of the Business Corporations Act apply for the purposes of this Part.
95.4 (1) A company must have at least 3 directors.
(2) Subject to subsection (3), if a board is the member of a company, the secretary treasurer or a trustee of the board must be one of the directors of the company.
(2.1) A majority of the directors of a company must be individuals each of whom is not
(a) a trustee, employee or contractor of the board,
(b) a spouse, parent, child or partner of a trustee or employee of the board, or
(c) a spouse, parent, child, shareholder, director, officer or partner of a contractor of the board.
(3) The minister may order that subsection (2) does not apply to a company.
95.41 Sections 24 and 27 and Part 5, other than sections 120, 147 (4), 149 (3), 169, 182 to 185 and 195 (2) and (4), of the Business Corporations Act, apply for the purposes of this Part.
95.411 (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.
95.412 A company must not give financial assistance to a person, directly or indirectly, by way of loan, guarantee, the provision of security, or otherwise, 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.
95.413 (1) Without limiting section 95.412, a company must not give financial assistance to a person, directly or indirectly, by way of loan, guarantee, the provision of security, or otherwise, if
(a) at the time of the giving of financial assistance the company is insolvent, or
(b) in the case of a loan, the giving of the loan 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 giving of financial assistance would render the company insolvent.
95.414 Despite a contract to which a company is a party being made in contravention of section 95.412 or 95.413, a good faith lender for value without notice, or the company, may enforce the contract.
95.42 (1) Subject to subsection (3), a company must hold an annual general meeting,
(a) for the first time, not more than 15 months after the date on which it is recognized, and
(b) after its first annual reference date, at least once in each calendar year, no later than 3 months after the end of its fiscal year.
(2) For the purposes of subsection (1) (b), a company has, as its first annual reference date, the date that is 15 months after the recognition of the company.
(3) On the application of the company, the minister may, if satisfied that it is appropriate to do so, and on the terms and conditions the minister considers appropriate, allow the company to hold an annual general meeting on a date that is later than the date by which the meeting is required to be held under subsection (1).
(4) A company must, subject to the regulations, publish notice of the date, time and location of each annual general meeting of the company, at least 21 days but not more than 3 months before the meeting.
(5) The accidental omission to publish or an inadvertent defect in a notice of an annual general meeting does not invalidate any proceedings at that meeting.
95.43 (1) Subject to subsection (2), the annual general meetings of a company are open to the public.
(2) If, in the members' opinion, the public interest so requires, persons other than trustees may be excluded from a portion of a meeting, provided that at least the following business must be conducted in public:
(a) presentation and consideration of the annual report including the audited financial statements of the company;
(b) appointment of directors of the company;
(c) appointment of the auditor of the company.
(3) Despite subsection (2), the secretary treasurer or a director or employee of the company designated by the directors under subsection (4) must be present at the time that a decision of the members is rendered and must record any decision.
(4) If the secretary treasurer is not a director of the company or is unable to attend a meeting or if the meeting concerns the performance of the secretary treasurer as a director, the directors may designate another director or employee of the company to attend and chair the meeting.
95.44 (1) The chair presiding at a meeting of a company may expel from the meeting a person, other than a trustee, whom the chair considers guilty of improper conduct.
(2) A majority of trustees present at a meeting of a company may expel a trustee from the meeting for improper conduct.
(3) A person who disturbs, interrupts or disquiets the proceedings of a meeting of a company commits an offence.
95.45 (1) The minutes of the proceedings of all meetings of a company must be
(a) legibly recorded in a minute book,
(b) certified as correct by the secretary treasurer or other person designated by the directors under section 95.43 (4), and
(c) signed by the chair presiding at the meeting or at the next meeting at which the minutes are adopted.
(2) Except for minutes of a meeting from which persons other than trustees are excluded, the minutes must be open for inspection at all reasonable times by any person.
(3) A company must prepare a record containing a general statement as to the nature of the matters discussed and the general nature of the decisions reached at a meeting from which persons other than the trustees were excluded, and the record must be open for inspection at all reasonable times by any person.
(4) On request and on payment of the fee, if any, charged under subsection (5), any person is entitled to receive copies of minutes or records open for inspection under subsections (2) and (3).
(5) A company may, for copies of minutes or records provided under subsection (4), charge a fee that does not exceed the cost to the company of providing the copies.
95.5 (1) The member of a company may, without charge, examine and take extracts from the records, documents and instruments of the company that are referred to in section 42 of the Business Corporations Act, as that section applies to this Part.
(2) A debentureholder of a company may, without charge, examine and take extracts from the records, documents and instruments of the company that are referred to in section 42 of the Business Corporations Act, as that section applies to this Part, except those records, documents and instruments referred to in section 42 (1) (l) and (m) of the Business Corporations Act.
95.51 The accounting records of a company must be open to the inspection of the member during the normal business hours of the company.
95.52 (1) Sections 42, other than sections 42 (1) (d) and (r) and (2) (e) (ii), 43 to 46, other than section 46 (3) and (8), 48, 49, 50, 196, other than section 196 (4), 426 (1) (a), (c) and (d) and (3) to (7) and 432 (7) (a) and (c) of the Business Corporations Act apply for the purposes of this Part.
(2) A company may, by an ordinary resolution, impose restrictions on the times during which a person, other than a current director or shareholder, may inspect the company's records under this section, but those restrictions must permit inspection of those records during the times set out in the regulations.
95.53 (1) In each fiscal year, the directors of a company must prepare an annual report that includes the following:
(a) financial statements in respect of the immediately preceding fiscal year;
(b) the auditor's report submitted to the company under section 95.63 (1) (d);
(c) information sufficient for the reader to understand the general nature of the business activities carried out in the previous fiscal year;
(d) general information about planned business activities.
(2) The financial statements required under subsection (1) must be prepared by the directors of the company on or before September 15 in each year, in accordance with
(a) generally accepted accounting principles, and
(b) the directions of the minister.
(3) The financial statements may include separate statements of special activities of the company if the items of account of a controlling nature are set out in the statements referred to in subsection (2).
(4) The financial statements must include a schedule of transactions between the company and the board.
(5) The financial statements referred to in subsection (2) must be
(a) approved by the directors of the company, and
(b) signed by one or more of the directors to confirm that approval has been obtained.
(6) The company must, not later than September 30 in each year, make available to the public and forward to the minister a copy of the annual report.
95.6 (1) The directors of a company must elect at their first meeting following each annual general meeting a committee, to be known as the audit committee, composed of at least 3 directors to hold office until the next annual general meeting.
(2) The secretary treasurer or a trustee of the board that is the member of the company must be a member of the audit committee and must chair the audit committee.
(3) At every meeting of the audit committee,
(a) a quorum consists of a majority of the members of the committee, and
(b) the chair must be present.
(4) Subject to subsections (2) and (3), the audit committee may determine its own procedures.
95.61 The following provisions of the Business Corporations Act apply for the purposes of this Part:
(b) section 205 [persons authorized to act as auditors];
(c) section 206 [independence of auditors];
(d) section 207 [remuneration of auditors];
(e) section 208 [capacity to act as auditor];
(f) section 209 [removal of auditor during term];
(g) section 211 [replacement auditor];
(h) section 214 [shareholders' ability to require auditor to attend general meetings];
(i) section 216 [amendment of financial statements and auditor's report];
(j) section 217 [auditor's access to records];
(k) section 218 [information as to foreign subsidiaries];
(l) section 219 [auditor's right and obligation to attend meetings];
(m) section 220 [qualified privilege of auditor's reports or statements].
95.62 (1) The directors of a company must appoint an auditor, and may establish terms of the appointment.
(2) If a company fails or neglects to appoint an auditor, the board must, on one month's notice to the company, appoint an auditor for the company and set the remuneration to be paid by the company to the auditor.
95.63 (1) In addition to any terms established under section 95.62 (1), the auditor
(a) must make an examination of the annual financial statements that will enable the auditor to make the report required under paragraph (d) of this subsection,
(b) has a right of access at all times to every record of the company other than a student record or a record referred to in paragraph (d) of the definition of "student record" in section 1 (1),
(c) may require from trustees or officers or employees of the company and from any other persons any information or explanation necessary to complete the audit, and
(d) must submit a report to the company respecting the annual financial statements referred to in section 95.53.
(2) In making the report required by subsection (1) (d), the auditor may rely on the report of an auditor of a corporation or an unincorporated business
(a) if the accounts of that corporation or business are included in whole or in part in the financial statements of the company, and
(b) whether or not the financial statements of the company reported on are in consolidated form.
(3) If an opinion given by an auditor in a report required by subsection (1) (d) is subject to qualification, the auditor must state, in the report, the reasons for that qualification.
(4) If the auditor is present at an annual general meeting, the auditor must answer questions concerning
(a) the company's financial statements being placed before the meeting under section 95.43, and
(b) the auditor's opinion on those financial statements as expressed in the report made under subsection (1) (d) of this section.
(5) In addition to the examination and reports required by this section, the minister or the board may at any time request further examinations and reports from the auditor, and the auditor may, on the auditor's own initiative, make any further examinations or reports the auditor considers advisable.
(6) Any report made by the auditor under subsection (5) must be forwarded
(a) by the auditor, to the company or an official of the company,
(b) by the company or an official of the company, to the board, and
Division 7 — Company Alterations
95.7 (1) With the consent of and subject to any conditions established by the Lieutenant Governor in Council, a company incorporated under this Part may convert itself into a company under the Business Corporations Act by a special resolution that
(a) adopts, in substitution for the memorandum and articles, or for the notice of articles and articles, as the case may be, of the company,
(i) a notice of articles that reflects the information that will apply to the company on its conversion, and
(ii) articles that comply with the Business Corporations Act,
(b) alters the name of the company to comply with the Business Corporations Act, and
(c) authorizes 2 or more directors to sign the articles on behalf of the company and to submit to the registrar for filing
(i) a conversion application in accordance with section 266 of the Business Corporations Act, and
(ii) any other records the registrar may require.
(2) Sections 266 and 267 of the Business Corporations Act apply to a company converted under this section.
95.71 Conversion of a company under this Part does not affect any debt, liability, obligation or contract incurred or entered into by, to, with or on behalf of the company 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.
95.72 Sections 257 to 259 and 262 of the Business Corporations Act apply for the purposes of this Part.
95.73 A board is not to vote in favour of a special resolution of a company until the board has approved the special resolution by bylaw.
Division 8 — Proceedings, Dissolution and Restoration and Administration
95.8 Sections 9, 227, other than section 227 (1), 229, 232, other than the definition of "shareholder" in section 232 (1), 233, 234, 235, 236, 274 to 282 and Division 3 of Part 8 of the Business Corporations Act apply for the purposes of this Part.
95.81 (1) In this section, "additional company" means, in relation to a board, each company of which the board becomes the member as a result of a disposal of assets referred to in subsection (2).
(2) Despite section 95.26, a board that is the member of a company may be the member of one or more other companies if the board becomes the member of those other companies as a result of a disposal of the assets of one or more boards under section 176 (2).
(3) Each company of which the board is the member must amalgamate with each of the other companies of which the board is the member in accordance with subsections (4) to (7) of this section unless, within 30 days after the date on which the board becomes the member of an additional company,
(a) that additional company amalgamates under Division 3 of Part 9 of the Business Corporations Act with all other companies of which the board is the member,
(b) that additional company is dissolved under Division 2 of Part 10 of the Business Corporations Act, or
(c) liquidation of that additional company is commenced under Division 3 of Part 10 of the Business Corporations Act.
(4) If, despite subsection (3), the companies of which a board is the member do not amalgamate as required under that subsection, each of those companies is deemed, on the 31st day after the date on which the board becomes the member of an additional company, to have passed special resolutions approving their amalgamation and requiring that
(a) the shares of all the companies other than the first company of which the board was the member be cancelled without any repayment of capital in respect of those shares, and
(b) the amalgamated company has, as its notice of articles and articles, the notice of articles and articles of the amalgamating company the shares of which are not cancelled.
(5) Despite section 436 (1) of the Business Corporations Act, before a company that is a pre-existing company amalgamates under subsection (4) of this section, that company must, if it has not already done so, comply with section 370 (1) (a) and (b) or 436 (1) (a) and (b) of the Business Corporations Act.
(6) Within 30 days after the date of the deemed passing of the special resolutions referred to in subsection (4), the board must file, on behalf of the amalgamating companies, an amalgamation application with the registrar of companies.
(7) Sections 275 (2) (d), 279 (a), 281 and 282 of the Business Corporations Act apply for the purposes of an amalgamation under subsection (4) of this section.
(8) Despite section 95.82 (1) of this Act, section 323 of the Business Corporations Act does not apply in respect of any liquidation commenced under subsection (3) (c).
95.82 (1) Subject to subsection (2) of this section, Part 10 of the Business Corporations Act, other than section 366, applies for the purposes of this Part.
(2) An application under section 324 or 325 of the Business Corporations Act, as it applies for the purposes of this Act, may be brought by the company, a member, a director, a creditor, a trustee for debentureholders, a receiver manager for the company or the minister.
95.83 (1) Sections 51 and 231 and Part 12, other than section 432, of the Business Corporations Act apply for the purposes of this Part.
(2) A notation in the corporate register, as that term is defined in the Business Corporations Act, respecting a company is conclusive evidence for the purposes of this Act and for all other purposes that every requirement in respect of the matters included in the corporate register and of matters precedent to it have been complied with.
95.9 (1) Without limiting section 175 (1), the Lieutenant Governor in Council may make regulations prescribing, for the purposes of this Part, forms that correspond with forms approved by the registrar under the Business Corporations Act.
(1.1) The Lieutenant Governor in Council may, by regulation,
(a) provide that additional provisions of the Business Corporations Act apply for the purposes of this Part, or
(b) provide that provisions of the Business Corporations Act do not apply for the purposes of this Part.
Contents | Part 1 | Part 2 | Part 3 | Part 4 | Part 5 | Part 6 | Part 6.1 | Part 7 | Part 8 | Part 8.1 | Part 9 | Schedule
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