Company Act

LIMITED LIABILITY COMPANIES REGULATION

Definitions

1 In this regulation:

"Act" means the Company Act;

"authorized signing representative" means, in relation to a limited liability company, any person who has been authorized by the limited liability company, in accordance with the laws of the limited liability company's home jurisdiction, to sign records on behalf of the limited liability company;

"charter documents" includes, in respect of a limited liability company,

(a) the limited liability company's articles of organization, statement of information, statement of formation or certificate of organization, as the case may be, and

(b) any other record or provision of law by or under which the limited liability company was organized;

"limited liability company agreement" means any agreement of the members of a limited liability company as to the affairs of the limited liability company and the conduct of its business;

"limited liability company's home jurisdiction" means the foreign jurisdiction under the laws of which the limited liability company is organized;

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

"member" means a person who has been admitted to a limited liability company as a member in accordance with the laws of the foreign jurisdiction under which the limited liability company is organized.

Registration

2 (1) Every limited liability company required to be registered under the Act must

(a) complete and file with the registrar a statement in Form 24 of the Second Schedule of the Act, and

(b) pay the applicable registration fee described in the Third Schedule of the Act.

(2) The statement referred to in subsection (1) (a) must be accompanied by a copy of whichever of the charter documents referred to in paragraph (a) of the definition of "charter documents" applies to the limited liability company, certified by the proper authority in the limited liability company's home jurisdiction.

Attorneys

3 (1) A limited liability company must, in its statement in Form 24 filed under section 2, identify one or more persons as attorney and the limited liability company has those persons as its first attorneys.

(2) If an attorney of a limited liability company resigns, is removed from office or for any other reason ceases to act, the limited liability company must promptly give notice to the registrar by filing a notice in duplicate, in Form 25 of the Second Schedule of the Act, stating the full name and address of the attorney ceasing to act and 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 attorney who has ceased to act.

(3) A limited liability company with more than one attorney must ensure that the name and address of each of those attorneys has been noted on a Form 24 or Form 25 of the Second Schedule of the Act, as the case may be, that has been filed with the registrar.

(4) Each attorney named on a Form 24 or Form 25 of the Second Schedule of the Act must, in the presence of a witness, sign the form as evidence of the attorney's consent to act as attorney.

Notice of change

4 (1) Every limited liability company must promptly give notice in writing to the registrar of any change of

(a) its managers, and

(b) its authorized signing representatives.

(2) Every limited liability company must promptly give notice in writing to the registrar of any change in the address of

(a) its attorney in British Columbia,

(b) its head office in British Columbia, and

(c) its head office outside British Columbia.

(3) Every notice of change of address of the head office in British Columbia of a limited liability company must be filed in duplicate with the registrar, and the registrar must forward to the previous head office in British Columbia, one copy of that notice bearing an endorsement by the registrar to indicate that a copy of that notice has been filed.

Annual report

5 The annual report required by section 335 of the Act must be in the form of, and contain the information required by, Form 26 of the Second Schedule of the Act.

Head office

6 Every limited liability company must keep, at its head office in British Columbia,

(a) a register of its managers and authorized signing representatives, in which register the limited liability company has entered,

(i) in respect of the current managers and authorized signing representatives, their full names and residential addresses and the date on which they were elected, appointed or otherwise designated, and

(ii) in respect of the past managers and authorized signing representatives, their full names, the date on which they were elected, appointed or otherwise designated and the date on which they ceased to be managers or authorized signing representatives of the limited liability company after its registration in British Columbia,

(b) a copy of the mortgages created by the limited liability company in respect of property in British Columbia, and

(c) a copy of each of its charter documents.

Financial statements

7 Every financial statement issued, circulated or published in British Columbia by a limited liability company must

(a) first be approved

(i) by the managers and that approval must be evidenced by the signatures of at least 2 managers,

(ii) if there is only one manager, by that manager and that approval must be evidenced by the signature of that manager, or

(iii) if the limited liability company has not appointed a manager, by the members of the limited liability company and that approval must be evidenced by the signature of at least one of the members,

(b) if the financial statement is to be presented to an annual general meeting of the members, have attached to it

(i) a report, consisting of the information referred to in sections 188 to 192 and 195 of the Act, prepared by a person who meets the qualifications required of an auditor under section 180 of the Act, or

(ii) a copy of a written consent resolution by which all of the members of the limited liability company waive the appointment of an auditor for the limited liability company for the fiscal year in relation to which the financial statement has been prepared, and

(c) purport to be an audited financial statement only if a report has been made on the financial statement under paragraph (b) (i).

Liquidators

8 The liquidator of a limited liability company registered under this Act must,

(a) within 7 days after the liquidator's appointment, file with the registrar a notice of the appointment in Form 27 of the Second Schedule of the Act,

(b) within 7 days after changing the liquidator's address, file with the registrar notice of the new address,

(c) promptly after the liquidator's appointment, publish in the Gazette a notice that the limited liability company is being wound up, and

(d) on completion of the liquidation, file with the registrar

(i) an account of the winding up showing how the winding up has been conducted and how the property of the limited liability company has been disposed of, and

(ii) a return in Form 28 of the Second Schedule of the Act.

[Provisions of the Company Act, R.S.B.C. 1996, c. 62, relevant to the enactment of this regulation: section 319.5]

Copyright (c) 2004: Queen's Printer, Victoria, British Columbia, Canada