COMPANY ACT [REPEALED] · Part 4: Division 5 – Company Proceedings Generally 158. Voting 159....

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COMPANY ACT [REPEALED]

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COMPANY ACT [REPEALED]CHAPTER 62 [RSBC 1996] [REPEALED Mar. 29, 2004 by B.C. Reg.

64/2004]

[includes 2003 Bill 36 amendments (effective Oct. 24, 2003)]

Contents

1. Definitions and interpretation

PART 1 – Application2. Application to existing companies3. Special Act companies4. Winding up

PART 2 – Incorporation

Part 2: Division 1 – Formation of Companies5. Formation of company6. Articles7. Signatures required8. Registration documents9. Evidence of incorporation10. Corrections11. Conclusiveness of certificate12. Effect of incorporation13. Effect of memorandum and articles14. Company without a member

Part 2: Division 2 – Acquisition of a Name15. Name reservation16. Form of name17. Registrar’s discretion as to name18. Registrar’s discretion after incorporation

Part 2: Division 3 – Share Capital19. Kinds of shares20. Classes of shares

Part 2: Division 4 – Capacity and Powers

-- Sections 21 - 30 of Part 2, Division 4 --

21. Power and capacity of company22. Restricted business and powers

62 [RSBC 1996] [REPEALED Mar. 29, 2004 by B.C. Reg. 64/2004] COMPANY ACT [REPEALED]

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23. Existing company objects24. Existing company powers25. Application to restrain26. No constructive notice27. Restrictions on powers of specially limited company28. Existing specially limited company objects29. Restrictions on specially limited company30. Existing specially limited company powers


31. Memorandum of existing company altered32. Joint tenancy in property33. Specific powers34. Extraterritorial capacity35. Official seal36. Transfer of incorporation to British Columbia37. Transfer of incorporation from British Columbia38. Effect of continuation

Part 2: Division 5 – Company Offices39. Registered and records offices40. Change of registered or records office

PART 3 – Finance

Part 3: Division 1 – Shares and Liabilities of Members


41. Power to allot and issue shares42. Price or consideration for shares43. Shares to be fully paid44. Exception45. Liability of directors46. Prohibition of fractional shares47. Commissions and discounts48. Right to share certificate49. Issuing certificates50. Splitting certificates


51. Contents of certificate52. Certificate as evidence of title53. Signature on certificate54. Lost or destroyed certificate55. Liability of members



56. Liability for partly paid shares57. Liability of past and present members58. Share transferable59. Instrument of transfer60. Powers of personal representative


61. Transfer by personal representative62. Registration of transfer63. Documents for transmission64. Effect of documents deposited65. Register of allotments66. Register of transfers67. Register of members68. Rectification of register69. Safekeeping of registers of members70. Branch register71. Branch register of foreign corporation72. Index of members73. Record date74. Discharge for payments

Part 3: Division 2 – Borrowings


75. Register of indebtedness76. Register of debentures77. Register of debentureholders78. Branch register of debentureholders79. Form of registers80. Issuing debenture


81. Signatures on debenture82. Enforcement of contract to take debentures83. Validity of perpetual debenture84. Issue of redeemed debenture85. Preferential payment of wages and salary86. Interpretation87. Application88. Eligibility of trustee89. Record of registered holders90. Information for trustee




91. Evidence of compliance92. Contents of evidence of compliance93. Additional evidence of compliance94. Notice of default95. Duty of care96. Reliance on statements97. No exculpation98. Powers of directors and officers99. Duties of receiver and receiver manager

PART 4 – Management

Part 4: Division 1 – General100. Form and effect of contracts101. Authentication of documents102. Loans and guarantees prohibited103. Financial assistance restricted104. Contract enforceable105. Repealed106. Name to be displayed107. Use of word limited prohibited except by corporation

Part 4: Division 2 – Directors


108. Number of directors109. Residence of majority of directors110. First and succeeding directors111. Notice of meeting to elect directors112. Conditions of election or appointment of director113. Company to file returns as to directors114. Persons disqualified as directors115. Share qualification116. Register of directors117. Powers and functions of directors118. Duties of directors119. No exculpation120. Director to disclose interest


121. Director liable to account122. Validity123. Disclosure of conflict of office or property124. Validity of acts of director



125. Resolution of directors in writing126. Power to sell undertaking127. Directors’ liability128. Indemnification129. Liability of insiders130. Ceasing to hold office131. Vacancy and quorum132. Notice of cessation

Part 4: Division 3 – Officers133. President and secretary134. Chair and president135. Duty of care136. Duty to comply137. Duty to disclose138. Duties of secretary

Part 4: Division 4 – Meetings of Members


139. Annual general meeting140. Exception141. One member at a meeting142. Court may call general meeting143. Notice of general meeting144. Quorum for general meeting145. Information for annual general meeting146. Location of general meetings147. Requisition for general meetings148. Meeting of class149. Powers of court150. Application


151. Form and use of proxies152. Shares in name of registrant153. Mandatory solicitation of proxies154. Information circulars155. Exemption orders156. Information to be included in information circular157. Special form of proxy

Part 4: Division 5 – Company Proceedings Generally158. Voting159. Subsidiary not to vote



160. Minutes161. Provisions as to meetings in absence of provisions in articles162. Notice by mail

PART 5 – Records

Part 5: Division 1 – General163. Records office documents164. Examination of records165. Copies166. Copy of memorandum and articles for member167. List of members168. Offence169. Offence170. Form of records

Part 5: Division 2 – Accounting Records171. Accounting records required

Part 5: Division 3 – Financial Statements172. Financial statements for members173. Interim financial statement174. Approval for publication175. Regulations176. Consolidated and unconsolidated financial statements177. Additional information as to subsidiaries

PART 6 – Audits

Part 6: Division 1 – Appointment of Auditor178. Auditor179. Exception180. Qualifications181. Auditor certification board182. Board function and liability183. Persons not qualified as auditors184. Remuneration185. Removal of auditor186. Notice of proposed change

Part 6: Division 2 – Audit Committee187. Appointment and procedures

Part 6: Division 3 – Duties and Rights of Auditors188. Annual audit189. Negative audit report190. Audited statements of subsidiaries



191. Consolidated statements192. Unconsolidated statements193. Auditor’s attendance194. Procedure195. Amendment of financial statements and report196. Access to records197. Information as to foreign subsidiaries198. Right to attend general meetings199. Qualified privilege

PART 7 – Proceedings

Part 7: Division 1 – Court Proceedings200. Complaint by member201. Derivative action202. Relief203. Applications to court204. Service on company205. Court may order security for costs206. Remedy of irregularities

Part 7: Division 2 – Dissent Proceedings207. Dissent procedure208. Meeting to advise of right to dissent

Part 7: Division 3 – Investigations209. Investigation of company by inspector210. Appointment of inspectors by company211. Offence212. Minister may order investigation213. Exemption214. Report as evidence215. Offence

PART 8 – Company Alterations

Part 8: Division 1 – Memorandum and Articles216. Meaning of “alter”217. Powers to alter memorandum218. Copies to include alterations219. Powers to alter articles220. Copies to include alterations221. Altering restrictions222. Certain members may dissent223. Procedure and effect



Part 8: Division 2 – Capital


224. Creation of special rights and restrictions225. Variation or abrogation226. No interference with class rights without consent227. Right to apply to court228. Exclusion229. Shares in series230. Increase in authorized capital


231. Subdivision, consolidation and change of shares232. Cancellation of shares and diminution of capital233. Reduction of capital234. Objections by creditors235. Company may redeem or purchase236. Redemption, purchase or acquisition prohibited when insolvent237. Shares to be purchased or redeemed proportionately238. Company dealing with shares239. Not a reduction of capital240. Concurrent alterations of capital by single resolution241. Fractional shares242. Court may validate

Part 8: Division 3 – Conversion243. Conversion of specially limited company244. Certain members may dissent245. Conversion of special Act company246. Liabilities unaffected by conversion

Part 8: Division 4 – Reorganization


247. Amalgamation permitted248. Amalgamation agreement249. Court approval250. Certificate of amalgamation251. Vesting


252. Compromise or arrangement253. Information as to compromise254. Facilitating reconstruction of companies



255. Acquisition procedure

PART 9 – Dissolution and Restoration

Part 9: Division 1 – Cancellation256. Lieutenant Governor in Council may cancel incorporation257. Registrar may strike off company258. Dissolution by request259. Defunct extraprovincial company260. Liabilities survive261. Publication

Part 9: Division 2 – Restoration262. Restoration to register263. Power of court264. Change of name on restoration265. Filing and publication266. Escheat

Part 9: Division 3 – Winding Up


267. Voluntary winding up268. Solvency of company269. Commencement270. Appointment of liquidator271. Winding up by court order272. Powers of court273. Commencement274. Court must appoint liquidator275. Qualification of liquidator


276. Resignation and removal of liquidator277. Liquidator ceasing to act to file notice278. Filling vacancy in office of liquidator279. Remuneration of liquidator280. Validity of acts of liquidator281. Offences282. Effect of resolution or order for winding up283. Filing and publication of notice of appointment284. Meeting of creditors285. Limitation




286. Custody of property287. Liquidator to notify minister of offence288. Powers of liquidator289. Sale of company for shares or debentures290. Powers of court291. Officers duties292. Final meeting and dissolution293. Dissolution on completion of winding up294. Unclaimed or undistributed assets295. Disposal of books and papers of company296. Discharge by court order

PART 10 – Extraprovincial Companies

Part 10: Division 1 – Registration297. Extraprovincial companies required to be registered298. Exception from registration and application299. Application for registration300. Registration301. Effect of registration302. Refusal of registration303. Exemption

Part 10: Division 2 – Duties of Extraprovincial Companies304. Attorney to be appointed for certain purposes305. Notices of change to be filed306. Amalgamation of extraprovincial company307. Amendments to charter to be filed308. Change of name309. Records to be kept in British Columbia310. Maintenance of and access to records311. Financial statements to comply

Part 10: Division 3 – Disabilities and Penalties312. Unregistered extraprovincial company313. Offence314. Offence315. Onus of proof

Part 10: Division 4 – Dissolution of Extraprovincial Companies316. Notice of appointment and change of address317. Final return of liquidator318. Extent of application of winding up provisions319. Suspension or cancellation of registration

Part 10: Division 5 – Limited Liability Companies



319.1 Act applies to limited liability companies319.2 Registration319.3 Records319.4 Liquidator319.5 Preparation of information319.6 Registration does not affect capacity

PART 11 – Administration

Part 11: Division 1 – Office of Registrar320. Appointment of registrar321. Repealed321.1 Registrar may suspend operations of registry322. Seal of office323. No action against registrar without leave324. Service on registrar325. Examination of registrar326. Correction of register327. Declaration as evidence328. Certificate as conclusive evidence329. Microfilm, etc.330. Validity of documents issued by registrar331. Signature of registrar332. Appeals to court

Part 11: Division 2 – Records Filed With the Registrar333. Company to file annual report334. Form of annual report335. Extraprovincial company to file annual report336. Inspection and copies of documents337. Registrar may refuse to accept filing338. Requirement as to documents filed339. Enforcement of duty to make returns340. Consequence of company in default341. Cooperation with other jurisdiction

Part 11: Division 3 – Offences and Penalties342. Misleading statements an offence343. Offence of directors and officers344. Offence Act345. General penalty346. Limitation of time for laying information347. Application of fines

Part 11: Division 4 – Forms, Fees and Regulations348. Forms



349. Fees350. Regulations

FIRST SCHEDULESECOND SCHEDULE – Forms 1 to 7SECOND SCHEDULE – Forms 8 to 14SECOND SCHEDULE – Forms 15 to 21SECOND SCHEDULE – Forms 22 to 28THIRD SCHEDULE

Definitions and interpretation(AM)Oct23/03

1. (1) In this Act:

"affiliate" means a corporation that is affiliated with another corporation within themeaning 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 ofassociation, 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 ofthe corporation for the time being outstanding carrying voting rights thatare 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 orother instrument or provision of law by or under which a corporation has beenincorporated, amalgamated or continued, and every amendment of them applying to thecorporation, and also its memorandum, articles, regulations or bylaws, agreement ordeed 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 and26 Victoria, chapter 89, brought into force in British Columbia by the British ColumbiaCompanies Ordinance, 1866 and the British Columbia Companies Ordinance, 1869;"Companies Act, 1910" means the Companies Act, S.B.C. 1910, c. 7, and includes theCompanies Act, R.S.B.C. 1911, c. 39, as amended;



"Companies Act, 1921" means the Companies Act, S.B.C. 1921, c. 10, and includesthe Companies Act, R.S.B.C. 1924, c. 38, as amended;"company" means a company incorporated or continued under this Act, and includesan existing company and an amalgamated company;"copy" includes a true copy or a reproduction of the original but, with reference to aresolution of any kind, means a certified copy;"corporate purposes" means any effort to influence the voting of members ordebenture holders of a corporation at any meeting, to acquire or sell shares ordebentures of the corporation, or to effect an amalgamation or reorganization of thecorporation;"corporation" means a company, body corporate, association or society, or bodypolitic and corporate, however and wherever incorporated, but does not include amunicipality, 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 ifthat 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 amedium 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 oneyear after the date of issue;"debt obligation" means a bond, debenture, note or other similar obligation, whethersecured or unsecured, of a corporation;"director" includes every person, by whatever name designated, who performsfunctions 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 theSecurities Act;"existing company" means a company incorporated under a former Companies Act ora former Companies Ordinance of British Columbia or of the colonies of BritishColumbia and Vancouver Island;"extraordinary resolution" , when referred to in the memorandum or articles of acompany, means a special resolution;"extraprovincial company" means a corporation continued under section 37, or dulyincorporated otherwise than by or under an Act of the Legislature, that carries onbusiness in British Columbia;"federal company" means a corporation incorporated or continued by or under an Actof Canada and not discontinued by or under an Act of Canada and includes theGovernor 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 allshares 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, sharesthat have been acquired by the registrant as underwriter in the course of acurrent 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 acorporation is an insider of the corporation;"insolvent" includes the inability of a company to pay its debts as they become due inthe usual course of its business;

(ADD)Oct18/99

"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 everyother person who agrees to become a member of a company and whose name is enteredin its register of members or a branch register of members;"memorandum" means the document described in section 5, and includes thememorandum of association of an existing company as originally executed, or as alteredunder this or any former Companies Act; and also includes the certificate ofincorporation of a company incorporated under the Companies Act, 1878, and amemorandum 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 asimple majority of the votes cast in person or by proxy, or

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

"printed" includes lithographed or reproduced by any mechanical, electrostatic orphotostatic means;"proxy" means a completed and executed form of proxy by which a member hasappointed a person as the member’s nominee to attend and act for the member and onthe member’s behalf;"registrant" means a person registered or required to be registered in any jurisdictionto trade in securities;"registrar" means the Registrar of Companies or other duly authorized personperforming duties as registrar under this Act;"reporting company" means a corporation incorporated by or under an Act of theLegislature, other than a corporation continued under section 37,

(a) that has any of its securities listed for trading on any stock exchangewherever 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 beforeOctober 1, 1973,



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

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

(iv) became an amalgamated company after October 1, 1973 if one of theamalgamating companies was, at the time of the amalgamation, areporting 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, thepresident, any vice president, the secretary, the treasurer or the general manager of thecorporation or any other individual who performs functions of the corporation similar tothose normally performed by an individual occupying any of those offices, and the 5highest paid employees of a corporation, including any individual referred to in thisdefinition;"separate resolution" means a resolution that has been submitted to all the memberswho hold shares of a particular class or series and that is consented to in writing by allthose 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 aform of proxy,

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

(c) the sending or delivery of a form of proxy or other communication to amember under circumstances reasonably calculated to result in theprocurement, 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 anunsolicited request made by the member or on the member’s behalf, or

(f) the performance by any person of professional services on behalf of aperson 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 personor 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 aspecial resolution, has been duly given, or

(ii) if every member entitled to attend and vote at the meeting agrees, ata 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 whowould have been entitled to vote in person or by proxy at a general meetingof the company, and a resolution so consented to is deemed to be a specialresolution passed at a general meeting of the company;

"special rights or restrictions" includes special rights and restrictions, whetherpreferred, 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 orother control, or otherwise, and for the purposes of this definition the words “specialrights” and the word “restrictions”, when used in this Act, whether together orseparately, 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 samecorporation, or each of them is controlled by the same person.

(3) For the purposes of this Act, a corporation is a subsidiary of another corporationif(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 aperson 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 forthe benefit of that person, and

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

(5) For the purposes of this Act, a corporation is the holding company of acorporation 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 arebeneficially owned by a corporation controlled by the person or by an affiliate ofthat corporation.

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

(8) For the purposes of this Act, a corporation is deemed to carry on business inBritish 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 isgiven,

(c) it has a resident agent, or representative or warehouse, office or place ofbusiness 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 inBritish Columbia is banking or is constructing and operating a railway, and

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

RS1979-59-1; 1980-10-111; 1980-50-12; 1981-2-1; 1982-68-22; 1985-51-7; 1987-42-10; 1987-56-38; 1989-47-295;1990-6-69; 1990-11-39; 1995-45-52; 1997-29-2; 2003-51-7.



PART 1 – Application

Application to existing companies

2. Subject to this Act, this Act applies to an existing company in the same manner asif 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 incorporatedunder the Act or Ordinance under which it was incorporated,

(b) if the articles of the company include a provision contained in Table A inthe 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 ofthe Companies Act, R.S.B.C. 1960, c. 67, the provision, so far as it is notcontrary to or inconsistent with an express provision of this Act or aregulation made under this Act, continues to apply until altered under thisAct, and

(c) in the case of a company incorporated or deemed to have been incorporatedunder 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 regulationsmade under this Act, continue in force until altered under this Act.

RS1979-59-2.

Special Act companies

3. (1) Every corporation incorporated by an Act of the Legislature enacted on or afterOctober 1, 1973 is, except as otherwise provided in that Act, subject, with thenecessary 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 2and 10, and

(ii) regulations that expressly exclude their application to thosecorporations.

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

RS1979-59-3.

Winding up

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

RS1979-59-4.



PART 2 – Incorporation

Part 2: Division 1 – Formation of Companies

Formation of company

5. (1) Subject to this Act, one or more individuals may form a company by subscribingtheir 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 limitedcompany, 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, ifthere are shares of different kinds and classes, the number of shares of eachkind 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 companyor on the powers of the company.

RS1979-59-5; 1987-56-39; 1989-47-296.

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 theFirst Schedule.

(3) The articles must be

(a) printed or typewritten, and

(b) divided into paragraphs numbered consecutively.RS1979-59-6; 1987-56-40; 1989-47-297.

Signatures required

7. The memorandum and articles must be signed by every subscriber.RS1979-59-7.

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 thememorandum and articles and enter the name of the company in the register ofcompanies.

RS1979-59-8; 1987-56-41; 1989-47-298.

Evidence of incorporation

9. On registration under section 8 the registrar must

(a) issue a certificate of incorporation showing that the company isincorporated under this Act as a limited company or as a specially limitedcompany, and

(b) publish in the Gazette notice of the incorporation of the company.RS1979-59-9; 1987-56-42; 1989-47-299.

Corrections

10. If the registrar, by inadvertence, registers a memorandum and articles that do notcomply with this Act, and issues a certificate of incorporation of the company, thecompany, on the written request of the registrar sent by registered mail, must passthe 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 orher to be necessary, on delivery of the certificate of incorporation to him or her,make the necessary corrections.

RS1979-59-10.

Conclusiveness of certificate

11. A certificate of incorporation, whether as originally issued by the registrar or ascorrected under section 10, is conclusive evidence that the provisions of this Partfor registration and the requirements precedent and incidental to incorporationhave been complied with, and that the company has been duly incorporated underthis Act.

RS1979-59-11.

Effect of incorporation

12. The subscribers, together with other persons who become members of thecompany, are, on and from the date of incorporation mentioned in the certificateof incorporation, a company with the name contained in the memorandum,capable immediately of exercising the functions of an incorporated company withthe powers and with the liability on the part of the members provided in this Act.

RS1979-59-12; 1981-2-2.

Effect of memorandum and articles

13. Subject to this Act, the memorandum and articles, when registered, bind thecompany and its members to the same extent as if each had been signed andsealed by the company and by every member and contained covenants on the partof every member and the member’s heirs, executors and administrators to observe



the memorandum and articles.RS1979-59-13.

Company without a member

14. A company must not carry on business without a member but, if at any time itcarries on business without a member for more than 6 months, every director andofficer of the company during the time that it so carries on business is jointly andseverally liable for the payment of the whole of the debts of the companycontracted during that time.

RS1979-59-14.

Part 2: Division 2 – Acquisition of a Name

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 foran extraprovincial company intending to apply for registration or about tochange its name, for a period of 56 days from the date of reservation, and

(b) for a company or extraprovincial company intending to amalgamate, forthe period the registrar allows.

RS1979-59-15.

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 theabbreviation “Ltd.” or “Ltée” or “Inc.” or “Corp.” as part of and at the end of itsname.

(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 interchangeablewith 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 anEnglish form, a French form, an English form and a French form, or in acombined English and French form, and it may use and may be legally designatedby any of these forms.

(5) A company may, for use outside Canada, set out its name in its memorandum inany language form and it may be designated in that form outside Canada.

(6) A company registered under the Small Business Venture Capital Act must havethe initials “(VCC)” as part of its name.

(7) A company licensed under the International Financial Business Act must havethe words “International Financial Business” or the abbreviation “I.F.B.” as partof 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)”.RS1979-59-16; 1981-2-3; 1985-56-37; 1987-43-5; 1988-16-22; 1989-24-39.

Registrar’s discretion as to name

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

RS1979-59-17.

Registrar’s discretion after incorporation

18. (1) If a company or extraprovincial company has, for any reason, a name identicalwith that by which another corporation has previously been incorporated orregistered in British Columbia, or a name so nearly resembling that name that, inthe opinion of the registrar, it is likely to confuse or mislead, the registrar may inwriting, giving reasons, order the company or extraprovincial company to changeits name to one that the registrar approves.

(2) If the executive director notifies the registrar of the executive director’sdisapproval of the name of a captive insurance company, the registrar must orderthe company to change its name to one that meets the approval of both theregistrar 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 thatAct, 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 itsname 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 orreinstatement of a licence under the International Financial Business Act or thatthe licence of a company has been revoked under section 9 of that Act, theregistrar may in writing, giving reasons, order the company to change its name toone 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 thatAct, 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 itsname to one that does not include the abbreviation “(EVCC)”.

(6) If the registrar is informed by the proper officer of a self governing professionalsociety, institute, college or association that a corporation permitted to practisethe profession has had that permission revoked by the society, institute, college orassociation, 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 anextraprovincial company, the document evidencing the change of name to a nameapproved by the registrar, he or she must enter the new name on the register inplace of the former name, and must issue a certificate showing the change ofname.

(9) Failure to comply with an order of the registrar, unless set aside on appeal, is aground for the registrar to strike the company from the register under Part 9 ofthis Act or cancel the registration of an extraprovincial company under Part 9 ofthis Act.

(10) This section does not apply to a federal company.RS1979-59-18; 1987-9-16; 1987-43-6; 1988-16-23; 1989-24-40; 1990-50-55; 1992-30-19; 1995-45-53.

Part 2: Division 3 – Share Capital

Kinds of shares

19. (1) The authorized capital of a company consists of shares with par value, or shareswithout par value, or both kinds of shares.

(2) The authorized capital must be described in the memorandum, which must statethe 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 ofshares are without par value.

(3) If shares in a company are of both kinds of shares, the shares with par value mustbe 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 parvalue, subject to special rights or restrictions attached to any such share under thememorandum 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.RS1979-59-19; 1989-28-2.

Classes of shares

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

RS1979-59-20.

Part 2: Division 4 – Capacity and Powers-- Sections 21 - 30 of Part 2, Division 4 --



Power and capacity of company

21. (1) Subject to subsection (2), a company has the power and capacity of a naturalperson of full capacity.

(2) No company has the capacity

(a) to operate a railway as a common carrier, except as authorized by theLieutenant Governor in Council, or

(b) to operate as a club unless authorized in writing by the minister.RS1979-59-21; 1984-26-65; 1987-9-17; 1987-56-43; 1988-16-24; 1990-6-70.

Restricted business and powers

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

(2) A company must not exercise a power that it is restricted from exercising by itsmemorandum, or exercise any of its powers in a manner inconsistent with therestrictions in its memorandum.

(3) No act of a company, including a transfer of property to or by a company, isinvalid merely because the act contravenes subsection (1) or (2).

RS1979-59-22.

Existing company objects

23. If the words “The objects for which the Company is established are”, or words ofsimilar effect, are contained in the memorandum of a company incorporatedbefore October 1, 1973, other than a specially limited company, those words aredeemed to be struck out and the words “The businesses that the Company ispermitted to carry on are restricted to the following” are deemed to be substitutedfor them.

RS1979-59-23.

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 formerCompanies Act, the memorandum is deemed to restrict the company fromexercising that excluded power.

RS1979-59-24.

Application to restrain

25. If a company contravenes, or is about to contravene section 22 (1) or (2), thecourt may, on application by a member, a receiver, a receiver manager, aliquidator 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.RS1979-59-25.

No constructive notice

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

RS1979-59-26.

Restrictions on powers ofspecially limited company

27. A specially limited company incorporated on or after October 1, 1973 is restrictedby its memorandum from carrying on any business except those businesses listedin the paragraph numbered 2 of Form 2 in the Second Schedule.

RS1979-59-27.

Existing specially limitedcompany objects

28. If the words “The objects of the Company are restricted to the followingpurposes”, or words of similar effect, are contained in the memorandum of aspecially limited company incorporated before October 1, 1973, those words aredeemed to be struck out and the words “The businesses that the company ispermitted to carry on are restricted to the following” are deemed to be substitutedfor them.

RS1979-59-28.

Restrictions on speciallylimited company

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

RS1979-59-29.

Existing specially limitedcompany 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 ofForm 2 in the Second Schedule.

RS1979-59-30.


Memorandum of existingcompany altered

31.



If the memorandum of a company has been deemed to be altered by sections 23and 24 or 28 and 30, every copy of its memorandum issued after October 1, 1973must be in accordance with the alteration.

RS1979-59-31.

Joint tenancy in property

32. (1) Every corporation is capable of acquiring and holding property in joint tenancy inthe same manner as a natural person, and, if a corporation and a natural person, or2 or more corporations, become entitled to property under circumstances or byvirtue 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, butacquiring and holding property by a corporation in joint tenancy is subject to thesame conditions and restrictions as attach to acquiring and holding property by acorporation in severalty.

(2) If a corporation is joint tenant of property, on its dissolution the propertydevolves on the other joint tenant.

(3) For the purpose of this section, the word “corporation” does not include anextraprovincial company that is not registered as required by Part 10.

RS1979-59-32.

Specific powers

33. (1) A corporation created in British Columbia may

(a) in writing empower a person, either generally or in respect of specifiedmatters, as its attorney to execute deeds or other instruments on its behalfin a place located in or out of British Columbia, and every deed or otherinstrument signed by the attorney on behalf of the corporation, so far as itis within the attorney’s authority, binds the corporation,

(b) if it is a member of another corporation wherever incorporated, byresolution of its directors or other governing body, authorize a person to actas its representative at a meeting of that corporation or at a class meeting ofthat corporation, and

(c) if it is a creditor, including a holder of debentures, of another corporationwherever incorporated, by resolution of its directors or other governingbody, authorize a person to act as its representative at a meeting ofcreditors of that corporation.

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

RS1979-59-33; 1992-59-46.

Extraterritorial capacity

34. (1) Every corporation created in British Columbia has, and is deemed to have alwayshad, capacity to carry on its business or exercise its powers outside BritishColumbia and to accept powers and rights concerning them from any lawfulauthority outside British Columbia, unless the operations of a corporation areconfined to British Columbia by some express provision in its charter or an Actof the Legislature.



(2) An express provision in the charter of a corporation that confines its operations toBritish Columbia may be amended.

RS1979-59-34.

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 appointedfor the purpose to affix it to a deed or other instrument to which the corporation isparty.

(3) The authority of an agent appointed under subsection (2), as between thecorporation and a person dealing with the agent, continues during the periodmentioned in the instrument conferring the authority, and, if no period ismentioned, continues until notice of the revocation or determination of theauthority 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, onthe deed or other instrument to which the seal is affixed, certify the date and placeof affixing the seal.

(5) Every deed or other instrument to which an official seal is duly affixed binds thecorporation.

RS1979-59-35; 1981-2-4.

Transfer of incorporationto British Columbia

36. (1) A corporation incorporated under the laws of a jurisdiction other than BritishColumbia may, if it appears to the registrar to be authorized by the laws of thejurisdiction in which it was incorporated, deliver to the registrar an instrument ofcontinuation in duplicate continuing it as if it had been incorporated under thisAct.

(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 thecorporation necessary to make the instrument conform to the laws of BritishColumbia and may make other amendments permitted under this Act as if thecorporation were incorporated under this Act.

(4) If the instrument of continuation conforms to law, the registrar, when allprescribed fees have been paid, may file one duplicate of the instrument and issueto the corporation a certificate of continuation to which the registrar must affixthe other duplicate.

(5) The registrar may issue the certificate of continuation on the terms and subject tothe limitations and conditions and containing the provisions as appear to him orher 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 beenincorporated under this Act.

(7) The registrar may refuse to issue a certificate of continuation.(8) Repealed. [2003-51-8]



(REP)Oct23/03

RS1979-59-36; 1993-38-8; 2003-51-8.

Transfer of incorporationfrom 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 ofcontinuation continuing the company as if it had been incorporated under thelaws of that other jurisdiction.

(2) A company ceases to be a company within the meaning of this Act on and afterthe date on which the company is continued under the laws of the otherjurisdiction, and the company must promptly file with the registrar a copy of theinstrument 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 permitcorporations incorporated under its laws to apply for an instrument ofcontinuation under the laws of British Columbia.

(4) A member of the company may, until 2 days before the meeting at which thespecial resolution referred to in subsection (1) is to be passed, give notice ofdissent to the company concerning the member’s shares, and in that event section207 applies.

RS1979-59-37; 1981-2-5.

Effect of continuation

38. All rights of creditors against the property, rights and assets of a corporationcontinued under section 36 and all liens on its property, rights and assets areunimpaired by the continuation, and all debts, contracts, liabilities and duties ofthe corporation from then on attach to the continued corporation and may beenforced against it.

RS1979-59-38.

Part 2: Division 5 – Company Offices

Registered and records offices

39. (1) Every company, at all times, must maintain a registered office and, for thepurposes of section 163, a records office, both in British Columbia and both at thelocations set out in the latest Form 3 or Form 4 in the Second Schedule filed withthe 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.RS1979-59-39.



Change of registered or records office

40. (1) The directors of a company may change the location of its registered office orrecords 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 theSecond Schedule.

(2) No change in the location of the registered office or records office is effectiveuntil subsection (1) has been complied with.

(3) When subsection (1) has been complied with, the registrar must forward to theprevious registered office or records office one copy of the notice bearingevidence that it has been filed with the registrar.

(4) If the records office or registered office is located at the place of business of acompany’s agent or solicitor and that agent or solicitor moves the agent’s orsolicitor’s place of business to another location, the agent or solicitor must notifythe registrar of the change of address and file with the registrar a notice of thechange in Form 4 in the Second Schedule for each company having a recordsoffice or registered office at the agent’s or solicitor’s place of business, andsubsections (1) to (3) do not apply.

(5) A change in the location of the registered office or records office undersubsection (4) is not effective until that subsection has been complied with.

RS1979-59-40; 1981-2-6; 1989-28-3.

PART 3 – Finance

Part 3: Division 1 – Shares and Liabilities of Members


Power to allot and issue shares

41. (1) The directors of every company that is not a reporting company, before allottingshares, must offer those shares proportionately to the members, but if there areclasses of shares, the directors must first offer the shares to be allottedproportionately to the members holding shares of the class proposed to be allottedand, if any shares remain, the directors must then offer the remaining sharesproportionately 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 thecompany,

(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 EmployeeInvestment Act, or



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

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

(4) After the expiration of the time for acceptance of the offer referred to insubsection (1) or on receipt of written confirmation from the person to whom theoffer is made that the person declines to accept the offer, and if there are no othermembers holding shares who should first receive an offer, the directors may offershares for 3 months after that time, to the persons and in the manner the directorsthink most beneficial to the company, but the offer to those persons must not beat 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 sharesreferred to in subsection (1), but a member may, in writing, waive the member’sright to be offered a specified allotment of shares.

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

RS1979-59-41; 1981-2-7; 1989-24-41; 1992-36-12.

Price or consideration for shares

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

(2) No shares without par value may be allotted or issued at a price or for aconsideration 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 toat least the aggregate amount of the price or consideration paid to the company onor for those shares that are issued, together with amounts that may be added tothat capital by ordinary resolution.

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

RS1979-59-42; 1981-2-8.

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 forit in cash, property or services.

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

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

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



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

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

RS1979-59-43; 1981-2-9.

Exception

44. (1) If shares or securities are issued with rights of exchange or conversion attached tothem, 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 underthe conversion or exchange are deemed to be fully paid.

RS1979-59-44.

Liability of directors

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

RS1979-59-45.

Prohibition of fractional shares

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

RS1979-59-46.

Commissions and discounts

47. (1) A company, if authorized by its memorandum or articles, may pay a commissionor allow a discount to a person in consideration of the person subscribing oragreeing to subscribe, or procuring or agreeing to procure subscriptions, whetherabsolutely or conditionally, for its shares, but, in the case of a company other thana specially limited company, the commission and discount in the aggregate mustnot exceed 25% of the subscription price.

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



RS1979-59-47.

Right to share certificate

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

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

(3) A company that contravenes subsection (2) commits an offence.RS1979-59-48.

Issuing certificates

49. (1) Every company must, within one month after the allotment of and payment forany 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, withinone month after the delivery to the company of an instrument of transfer ofshares, 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 onemonth after the date on which the instrument of transfer was delivered to thecompany, 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 specialright to convert or exchange attached to them, the company must, within onemonth after receipt by the company of the share certificate for the share to beconverted or exchanged properly tendered to it for conversion or exchange, haveavailable for delivery the share certificate resulting from the conversion orexchange.

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

RS1979-59-49.

Splitting certificates

50. (1) A member of a company may require the company to issue to the member 2 ormore share certificates for any shares registered in the member’s name so thateach new share certificate specifies the number of shares that the memberrequires, and in that case the member must surrender to the company thecertificate 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 thearticles, or, in the absence of a provision in the articles, as the company or thedirectors decide, not to exceed, in either case, a prescribed amount for each newcertificate.

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



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

RS1979-59-50; 1981-2-10.


Contents of certificate

51. (1) Every share certificate of a company, issued on or after October 1, 1973, muststate 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 itand 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, aconspicuous 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 sharesissued 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 oneach 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 haveattached 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 thefull text of the special rights or restrictions attached to a share referred to insubsection (3) at either its records office or registered office, and if so kept, itmust(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 specialrights 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 theregistered office or records office, wherever they are kept.

(5)



Every company that contravenes any requirement of this section commits anoffence.

RS1979-59-51; 1981-2-11; 1981-21-17.

Certificate as evidence of title

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

RS1979-59-52.

Signature on certificate

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

RS1979-59-53.

Lost or destroyed certificate

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

RS1979-59-54; 1981-2-12.

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 theprice 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 tobe paid for a share held by the member.

(2) Money payable by a member to the company under the memorandum or articlesis 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 ofthe company.

RS1979-59-55.

Liability for partly paid shares

56. The provisions of the Companies Act, R.S.B.C. 1960, c. 67, and the provisions ofthe 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.



RS1979-59-56; 1980-50-13; 1981-2-13.

Liability of past and present members

57. For the purposes of the Bankruptcy and Insolvency Act (Canada) and theWinding-up Act (Canada), every present and past member is, subject to section55, liable to contribute to the assets of the company to an amount sufficient forthe payment of its debts and liabilities and the costs, charges and expenses of thebankruptcy or winding up, as the case may be, and for the adjustment of the rightsof 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 morebefore the commencement of the bankruptcy or winding up,

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

(iii) unless it appears to the court that the existing members are unable tosatisfy 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 tothat member if there is a competition between the member and any othercreditor not a member, but the sum may be taken into account for thepurpose of the final adjustment of the rights of the members amongthemselves.

RS1979-59-57.

Share transferable

58. A share in a company is transferable as provided by the articles of the company.RS1979-59-58.

Instrument of transfer

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

RS1979-59-59.

Powers of personal representative60. (1) Despite the memorandum or articles of a company, the guardian, committee,

trustee, curator, tutor, personal representative or trustee in bankruptcy of amember, although not entered as a member, has the rights, privileges andobligations that attach to the shares held by the member, if the documentsrequired by section 63 are produced and deposited with the company.

(ADD)Feb28/00

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

(AM)Feb28/00

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

RS1979-59-60; RS1996(Supp)-62-1(b) and (c); 1993-67-46.




Transfer by personal representative(AM)Feb28/00

61. A transfer of the share or other interest of a member made by a person who is theguardian, committee, trustee, curator, tutor or trustee in bankruptcy of a memberor who is the member’s personal representative or representative authorizedunder the Representation Agreement Act is, although that person is not himself orherself a member, as valid as if that person had been a member at the time of theexecution of the instrument of transfer.

RS1979-59-61; RS1996(Supp)-62-2(b); 1993-67-47.

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, mustenter the name of the transferee in its register of members.

RS1979-59-62.

Documents for transmission63. If a person applies to a company or its transfer agent to effect a transmission of

shares or other securities, the person must produce(AM)Feb28/00

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

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

(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 ofthe death under which title to the shares or securities is claimed tovest,

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

(AM)Feb28/00

(e) in any other case,

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

(ii) if that person was not appointed by a court, a copy of the documentevidencing that person’s appointment or authority and otherevidence of the appointment or authority required by the company.

RS1979-59-63; 1981-2-14 to 16; RS1996(Supp)-62-3(b), 4; 1993-67-48.

Effect of documents deposited(AM)Feb28/00

64. The deposit of the documents required by section 63 is, despite the memorandumor articles, sufficient authority to enable a company or its transfer agent, on



application by the guardian, committee, trustee, curator, tutor, personalrepresentative, representative authorized under the Representation Agreement Actor trustee in bankruptcy, to register that person as the registered holder of theshares or other securities in that person’s representative capacity.

RS1979-59-64; 1981-4-8; RS1996(Supp)-62-5(b); 1993-67-49.

Register of allotments

65. (1) Every company must keep a register of allotments and must promptly enter on itthe 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 andparticulars 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, ordiscount allowed, or agreed to be allowed.

(2) Every company that contravenes this section commits an offence.RS1979-59-65.

Register of transfers

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


Register of members

67. (1) Every company must keep a register of its members and must promptly enter in itthe names of the subscribers to the memorandum and the name of every otherperson 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 amountpaid or agreed to be considered as paid on each share, and



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

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

(3) Every company that contravenes subsection (1) commits an offence.RS1979-59-67.

Rectification of register

68. (1) If

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

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

the person aggrieved, a member of the company, the personal representative ortrustee 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 thecompany of damages sustained by a party aggrieved and may, despite thesummary nature of the process, decide a question relating to the title of a personwho is a party to the application, and generally may decide a question necessaryor expedient to be decided for rectification of the register.

RS1979-59-68.

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 keepits 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 andeither or both of its register of allotments and its register of transfers at an officeof a trust company or extraprovincial trust corporation, the trust company orextraprovincial trust corporation, as the case may be, must promptly give theregistrar notice

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

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

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

RS1979-59-69.1; 1992-59-47.

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 BritishColumbia by a trust company that is authorized to carry on trust business underthe Financial Institutions Act, or an extraprovincial trust corporation that is soauthorized, one or more branch registers of members.

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

(4) The company or a trust company or an extraprovincial trust corporation keeping abranch 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 tobe kept,

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

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

(6) A copy of every entry in a branch register of members must, promptly after theentry 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 ofmembers, and entry in a branch register of members of the matters required to beentered in the register of members constitutes compliance with sections 62 and67.

(8) Every company that contravenes this section commits an offence.RS1979-59-70; 1989-47-302; 1992-59-48.

Branch register of foreign corporation

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

RS1979-59-71.

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 itsregister of members, and

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

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


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 toreceive payment of a dividend or for any other proper purpose, the directors mayset 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 whichthe 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 tovote, or of members entitled to receive payment of a dividend or for any otherproper purpose, the date on which notice of the meeting is mailed or on which theresolution of the directors declaring the dividend is adopted respectively is therecord date for the determination.

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

(5) A company must not at any time close its register of members.RS1979-59-73.

Discharge for payments

74. The negotiation of a cheque by, or the acknowledgment of receipt by, a personwhose name is entered in the register of members, whether or not registered in arepresentative capacity, is a valid discharge to a company for a dividend or sumpaid 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, impliedor constructive, concerning shares of the company.

RS1979-59-74.

Part 3: Division 2 – Borrowings


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.


Register of debentures

76. (1) Every company must keep a register of its debentures containing particulars ofevery debenture issued by it and outstanding, showing its date and amount, theamount or rate of any consideration, commission or discount paid or madedirectly or indirectly by the company to a person in consideration of the personsubscribing or agreeing to subscribe or procuring or agreeing to procuresubscriptions, whether absolutely or conditionally, for any of the debentures, andidentifying the person.

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


Register of debentureholders

77. (1) Every company must keep in one or more books a register of debentureholdersand must immediately enter in it, by series of debentures, the name of everyperson 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 orotherwise and, if by transfer, from whom,

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

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

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

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


Branch register of debentureholders

78. A company may, if authorized by its articles and the debenture, or any trustindenture under which a registered debenture has been issued, cause to be kept



one or more branch registers of its debentureholders.RS1979-59-88.

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.RS1979-59-89.

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 havethe debenture available for delivery.

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

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

RS1979-59-90; 1981-2-18.


Signatures on debenture

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

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

RS1979-59-91.

Enforcement of contractto take debentures

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

RS1979-59-92.

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 ismade irredeemable or redeemable only on the happening of a contingency,however remote, or on the expiration of a period, however long.

RS1979-59-93.

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 thedebenture, the articles or a contract entered into by the company, or

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

the company has, and is deemed always to have had, power to reissue the debenture, either by reissuingthe 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 tohave 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 thecompany.

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

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

RS1979-59-94; 1990-11-41.

Preferential payment ofwages and salary

85. (1) If a receiver or receiver manager is appointed on behalf of debentureholders of acompany whose debentures are secured by a charge on all or substantially all theassets of the company, or any other person takes possession by or for thosedebentureholders of the property comprised in or subject to the charge, there mustbe paid out of assets coming into the hands of the receiver or receiver manager, orother person taking possession in priority to any claim for principal or interest inrespect of the debentures, the wages or salary of any employee, except anemployee who is a director, paid on a basis of time or piece work, for servicesrendered to the company during 3 months before the date of the appointment ofthe receiver or receiver manager, or other person taking possession, but notexceeding $2 000 for each employee.

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

RS1979-59-95.



Interpretation

86. In sections 87 to 97:

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

(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 bedeclared to be, payable before maturity,

but the event is not an event of default unless and until every condition prescribed bythe trust indenture for the occurrence of the event, the giving of notice, the lapse of time,or any other matter have been satisfied;"trust indenture" means a deed, indenture or document however designated, includingevery supplement or amendment to it, under which a corporation issues or guarantees adebenture and by or under which a person is appointed as trustee for the holder of adebenture issued or guaranteed under it;"trustee" means a person appointed as trustee by or under the terms of a trustindenture.

RS1979-59-96.

Application(AM)May09/02

87. (1) Subject to subsection (2), sections 86 to 97 apply to a trust indenture, whetherentered into before or after October 1, 1973, for any of the debentures outstandingor guaranteed under it, unless the sale by the issuer of the debentures secured bythe 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 theexecutive director considers appropriate, exempting a trust indenture or a class oftrust indentures from one or more of the provisions of sections 86 to 97 if theexecutive director considers that to do so would not be prejudicial to the publicinterest.

RS1979-59-97; 1992-7-1; 1995-45-53; 2002-32-42.

Eligibility of trustee

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

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

(3) Every trustee, within 90 days after the trustee becomes aware that a materialconflict 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 thecourt, whether or not the period referred to in subsection (3) has expired, for anorder that the trustee be removed and replaced on the conditions the court



considers necessary.RS1979-59-98; 1989-47-303.

Record of registered holders

89. (1) Every holder of a debenture issued under a trust indenture may, on payment to thetrustee of a reasonable fee, require the trustee to furnish, within 25 days afterreceiving 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 furnishthe list under subsection (1), the holder of the debenture may apply to the courtfor an order requiring the trustee to furnish the list and the court may make theorder.

RS1979-59-99; 1981-2-19; 1990-11-42.

Information for trustee

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

RS1979-59-100.


Evidence of compliance

91. Every issuer or guarantor of debentures issued or to be issued under a trustindenture, on demand by the trustee, must immediately provide to the trusteeevidence 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.



RS1979-59-101.

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 orguarantor stating that every term referred to in that section has beencomplied with,

(b) if there are terms, compliance with which are by the trust indenture madesubject 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 thetrustee may select, that those terms have been complied with, and

(c) a statement by the person giving the evidence of compliance underparagraphs (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 thestatements or give the opinions contained or expressed in it, and

(iv) that, in the person’s opinion, the terms of the trust indentureconcerning which the evidence is given have been complied with orsatisfied.

RS1979-59-102.

Additional evidence of compliance

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

(2) Every issuer or guarantor under a trust indenture, on demand by the trustee, mustprovide the trustee with a certificate that the issuer or guarantor has compliedwith every requirement contained in the trust indenture that, if it had not beencomplied 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, astatement to that effect and particulars of the failure to comply.

RS1979-59-103.

Notice of default

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



RS1979-59-104.

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 trustindenture.

RS1979-59-105; 1990-11-43.

Reliance on statements

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

RS1979-59-106.

No exculpation

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

RS1979-59-107.

Powers of directors and officers

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

RS1979-59-110.

Duties of receiver andreceiver manager

99. Every receiver or receiver manager,

(a) within 7 days after being appointed as receiver or receiver manager, mustfile with the registrar a notice of the appointment in Form 5 in the SecondSchedule,

(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 administrationof the receiver or receiver manager,

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

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

RS1979-59-117; 1990-11-44.



PART 4 – Management

Part 4: Division 1 – General

Form and effect of contracts

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

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

(4) Every contract made according to this section is effectual in law, and binds thecompany, 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 thename of, or by, or on behalf of, or on account of, the company by a person actingunder the company’s authority.

RS1979-59-124.

Authentication of documents

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

RS1979-59-125.

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.

RS1979-59-126.

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 thatperson of, or for, shares of the company, or any debt obligations of thecompany carrying a right of conversion into or exchange for shares of thecompany,

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

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

(2) Despite subsection (1), a company, if previously authorized by special resolutionand if there are reasonable grounds for believing that the giving of the financialassistance 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 thecompany by trustees, to be held by or for the benefit of a bona fideemployee of the company or of an affiliate of the company, and

(b) provide financial assistance to bona fide full time employees of thecompany, or of an affiliate, to enable them to purchase or subscribe forshares 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 bya person either alone or with the person’s associates and, after theacquisition, not less than 90% of the issued shares of each class of shares inthe capital of the company will be owned by that person and that person’sassociates, 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 forthe benefit of that person.

(4) If a company proposes to give financial assistance under subsection (3), anymember of the company may, until 2 days before the meeting at which approvalis sought, give a notice of dissent to the company in respect of the member’sshares 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 ownedsubsidiaries of the same holding company or are wholly owned by thesame person, and

(d) the sole member of a company, by that company.RS1979-59-127; 1981-2-20.

Contract enforceable

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

RS1979-59-128.



Repealed(REP)Apr01/00

105. Repealed. [1999-48-19 (B.C. Reg. 462/99)]

Name to be displayed

106. (1) Every company or extraprovincial company must display its name in legiblecharacters(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 itsinvoices, statements of accounts, receipts and letters of credit, and

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

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

(3) If an officer or director of a company or an extraprovincial company, or a personon the company’s or extraprovincial company’s behalf, knowingly permits thecompany or extraprovincial company not to display or use its name as required bysubsection (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 ofgoods or services or a holder of any security of the company who suffers loss ordamage 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 personon the company’s or extraprovincial company’s behalf, issues or authorizes theissue of any instrument referred to in subsection (1) (d) that does not display thename 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 theamount of the instrument, unless it is duly paid by the company or extraprovincialcompany.

RS1979-59-130.

Use of word limited prohibitedexcept by corporation

107. (1) A person, other than a corporation entitled or required to use the words, must notuse in British Columbia any name of which “limited”, “limitée”, “limitedliability”, “incorporated”, “incorporée”, “corporation”, “international financialbusiness”, “non-personal liability”, “(VCC)” or “(EVCC)”, or any contraction ofthem is a part.

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

RS1979-59-131; 1987-43-7; 1988-16-25; 1989-24-42.

Part 4: Division 2 – Directors




Number of directors

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

RS1979-59-132.

Residence of majority of directors

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

(2) One director of every company must be ordinarily resident in British Columbia.RS1979-59-133.

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 articlesof the company.

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

RS1979-59-134; 1981-2-21.

Notice of meeting to elect directors

111. Every reporting company, not less than 56 days before it holds a general meetingat which a director is to be elected, must publish in the manner prescribed by theregulations 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 theaggregate not less than 10% of the shares having the right to vote at themeeting,

(c) states that, if any nomination referred to in paragraph (b) is delivered to theregistered office of the company not less than 35 days before the date ofthe meeting, accompanied by the information as to the nominee required tobe furnished in the information circular, the company will include the nameof the nominee in the form of proxy and the information as to the nomineein the information circular sent by the management of the company undersections 153 and 154,

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

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

RS1979-59-135.

Conditions of election orappointment 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 orappointment, or

(b) if elected or appointed at a meeting, the person was present and did notrefuse at the meeting to act as a director.

(2) A consent in writing given under subsection (1) (a) is only effective until the nextfollowing annual election or appointment of directors unless the consent states itis effective until(a) revoked, or

(b) a date or time stated in it.RS1979-59-136.

Company to file returnsas 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 theappointment or election, but no filing is necessary for a director who ceases to bea director and is re-elected or reappointed on the same day.

(2) Every company that contravenes subsection (1) commits an offence and is liableto 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 thenotice required by subsection (1).

RS1979-59-137; 1989-28-5.

Persons disqualified as directors114. (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 fraudunless 5 years have elapsed since the expiration of the period fixed forsuspension of the passing of sentence without sentencing or since a finewas imposed, or the term of imprisonment and probation imposed, if any,was concluded, whichever is the latest, but the disability imposed by thisparagraph ceases on a pardon being granted under the Criminal RecordsAct (Canada), or

(SUB)Oct23/03

(f) in the case of a reporting company, a person whose registration in anycapacity 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 atthe time of cancellation, or unless 5 years have elapsed since thecancellation of the registration.



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

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

RS1979-59-138; 1980-50-15; 1981-2-22; 1982-72-2; 1985-83-200; 1995-45-54; 2003-51-9.

Share qualification

115. (1) Every director who is by the articles of a company required to hold a specifiedshare qualification, in this section called the “share qualification”, and who is notalready 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 sharequalification, 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 ofthe company until the person obtains the share qualification.

RS1979-59-139.

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 ofappointment to the office and the date on which the director ceases to holdoffice.

RS1979-59-140.

Powers and functions of directors

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

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

RS1979-59-141.

Duties of directors

118. (1) Every director of a company, in exercising the director’s powers and performingthe 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, anyenactment or rule of law or equity relating to the duties or liabilities of directorsof a company.

RS1979-59-142.

No exculpation

119. The provisions of a contract, the memorandum or the articles, or thecircumstances of a director’s appointment do not relieve the director from theduty to act in accordance with this Act and the regulations, or from any liabilitythat by virtue of any rule of law would otherwise attach to the director in respectof any negligence, default, breach of duty or breach of trust of which the directormay be guilty in relation to the company.

RS1979-59-143.

Director to disclose interest

120. (1) Every director of a company who, in any way, directly or indirectly, is interestedin a proposed contract or transaction with the company must disclose the natureand 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 firstconsidered,

(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 meetingafter the director becomes interested, or

(c) at the first meeting after the relevant facts come to the director’sknowledge.

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

(4) A director of a company is not deemed to be interested or to have been interestedat 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 directorhas an interest has guaranteed or joined in guaranteeing the repayment ofthe loan or any part of the loan,

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

(c) the proposed contract or transaction relates to an indemnity under section128 or to insurance under section 128, or

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

RS1979-59-144.




Director liable to account

121. (1) Every director referred to in section 120 (1) must account to the company for anyprofit made as a consequence of the company entering into or performing theproposed 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 approvedby the directors, and

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

or unless

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

(e) after full disclosure of the nature and extent of his or her interest, it isapproved 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 theproposed contract or transaction is approved.

RS1979-59-145.

Validity

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

RS1979-59-146; 1981-2-23.

Disclosure of conflict ofoffice 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 inconflict with the director’s duty or interest as a director of the company, mustdeclare at a meeting of the directors of the company the fact, and the nature andextent of the conflict.

(2) The declaration must be made by a director referred to in subsection (1) at thefirst 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 orpossess the property.



RS1979-59-147.

Validity of acts of director

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

RS1979-59-148.

Resolution of directors in writing

125. (1) A resolution of the directors or of any committee of them may not be passedwithout a meeting, except as permitted by subsection (3).

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

(b) other communications facilities

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

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

RS1979-59-149; 1989-47-305.

Power to sell undertaking

126. (1) The directors must not sell, lease or otherwise dispose of the whole orsubstantially the whole of the undertaking of the company unless they have theapproval 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 acompany, 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 theundertaking of a company to a person with whom the directors are dealing forvaluable consideration and in good faith, is valid, despite the failure of thedirectors to comply with subsection (1).

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

(5) If a company proposes to sell, lease or otherwise dispose of the whole, orsubstantially 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 thewhole, of the undertaking of the company by mortgage.

RS1979-59-150.

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 tosection 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 formerdirector without the approval of the court required by section 128, or

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

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

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

(3) The liability imposed by subsection (1) is in addition to and not in derogation ofany 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 ameeting of directors, or of a committee of directors, is deemed to have consentedto 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 meetingbefore its adjournment, or

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

(5) Every director who votes for a resolution referred to in subsection (1) is notentitled to dissent under subsection (4).

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

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

(8)



In an action to enforce a liability imposed by subsection (1), the court, on theapplication of the company or any defendant, may join as a defendant any personwho has received a benefit as a result of the resolution complained of and maymake that person liable to the company jointly and severally with the directors tothe 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 knownthat 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 thedirector by an officer of the company to be correct, or on statementscontained in a written report of the auditor of the company.

RS1979-59-151; 1980-50-16.

Indemnification

128. (1) A company, with the approval of the court, may indemnify a person who is adirector or former director of the company or is a director or former director of acorporation of which the company is or was a shareholder, and the person’s heirsand personal representatives, against all costs, charges and expenses, including anamount paid to settle an action or satisfy a judgment, actually and reasonablyincurred by the person, including an amount paid to settle an action or satisfy ajudgment in a civil, criminal or administrative action or proceeding to which theperson is made a party because of being or having been a director, including anaction 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 maymake any further order it considers appropriate.

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

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

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

RS1979-59-152; 1981-2-24.

Liability of insiders

129. Every insider or affiliate of an insider of a corporation who, in connection with atransaction relating to any share of the corporation or any debt obligation of thecorporation, makes use of any specific confidential information for the benefit oradvantage of the insider or affiliate or of any associate or affiliate of the insider oraffiliate, that, if generally known, might reasonably be expected to affectmaterially 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 oughtreasonably 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 ofthe transaction.

RS1979-59-153.

Ceasing to hold office

130. (1) A director ceases to hold office when his or her term expires in accordance withthe 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 resignationis delivered to the registered office of the company or at the time specified in theresignation, whichever is later.

(3) A company may, despite any provision in the memorandum or articles, remove adirector 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.

RS1979-59-154.

Vacancy and quorum

131. (1) Unless the articles otherwise provide, a casual vacancy that occurs among thedirectors 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, orunder, the articles as the necessary quorum for directors, the continuing directorsmay act for the purpose of filling the vacancies up to that number, or ofsummoning 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 toelect directors may, by instrument in writing, designate one director to exercisethe rights of continuing directors under subsection (2).

RS1979-59-155.

Notice of cessation

132. (1) Every company, within 14 days after the resignation or removal of a director orthe 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 adirector ceasing to hold office, but no filing is necessary for a director who ceasesto 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 afine not exceeding $50 for each day it is in default.

RS1979-59-156.

Part 4: Division 3 – Officers



President and secretary

133. (1) Every company must have a president and a secretary, who, except in a companywith only one member, must be different persons, and other officers as areprovided 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 acompany must not be an officer of the company.

(3) Every person who acts as an officer of a company and is a person who isprohibited 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’scontractual rights, but the election or appointment of an officer does not of itselfcreate any contractual rights.

RS1979-59-157.

Chair and president

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

RS1979-59-158.

Duty of care

135. The provisions of sections 118 and 124 apply to every officer of a company.RS1979-59-159.

Duty to comply

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

RS1979-59-160.

Duty to disclose

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

RS1979-59-161.

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 theregistrar,

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

(d) perform other duties assigned to the office.RS1979-59-162.

Part 4: Division 4 – Meetings of Members


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 leastonce in every calendar year and not more than 13 months after the date that thelast annual general meeting was held, or was deemed under section 140 to havebeen held, whichever is later.

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

RS1979-59-163; 1981-2-25.

Exception

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

RS1979-59-164.

One member at a meeting

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

RS1979-59-165.

Court may call general meeting



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

RS1979-59-166.

Notice of general meeting

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

RS1979-59-167.

Quorum for general meeting

144. The quorum for the transaction of business at a general meeting of a company is 2persons, 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 oneperson, and any provision of the articles inconsistent with that quorum, tothe extent of that inconsistency, has no force or effect.

RS1979-59-168.

Information for annualgeneral meeting

145. (1) The directors of a company must place before each annual general meeting of itsmembers,(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 endedas of the close of the company’s first financial year or, if it has completed afinancial year, the latest completed financial year, as the case may be, thestatement to be made up to a date not more than 6 months before theannual 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 ofthe auditor,

(b) in the case of a reporting company, a comparative financial statementrelating 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 completeda financial year, the latest completed financial year, as the case maybe, the statement to be made up to a date not more than 6 monthsbefore the annual general meeting before which it is placed, and

(ii) the period, if any, that is the financial year next preceding the latestcompleted 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 BritishColumbia as defined in the Securities Act, a statement of source andapplication of funds for each period,

(vi) in the case of a mutual fund in British Columbia as defined in theSecurities 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 orthat the Lieutenant Governor in Council may prescribe.

(2) The statements referred to in subsection (1) need not be designated as a statementof 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 paragraphmay relate only to a period ending not more than 6 months before the annualgeneral meeting, if the reason for the omission of the statement in respect of theperiod covered by the previous financial statement is set out in the financialstatement to be laid before that meeting.

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

RS1979-59-169; 1985-83-201.

Location of general meetings

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

RS1979-59-170.

Requisition for general meetings

147. (1) Despite the articles, on the requisition of one or more members of the companyholding in the aggregate, at the date of the deposit of the requisition, not less than1/20 of the issued shares in the company that at the date of the deposit carry theright 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 ageneral meeting of the company to be held within 4 months after the date of thedelivery of the requisition under subsection (2).

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

(3) If, within 21 days from the date of the delivery of the requisition, the directors donot give notice of a general meeting, the requisitionists, or any of themrepresenting more than 1/2 of the total voting rights of all of them, may givenotice 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 themeeting, and

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

(6) Notice is not required with respect to a resolution under subsection (5).RS1979-59-171; 1981-2-26.

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 meetingsapply 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 oneperson holding or representing by proxy 1/3 of the shares affected.

(3) One person, if one is a quorum, may constitute a class meeting.RS1979-59-172; 1980-50-17.

Powers of court

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

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

RS1979-59-173.

Application

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

RS1979-59-174.


Form and use of proxies



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

(2) Every proxyholder has the same rights as the member who appointed theproxyholder 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 bythe proxy.

(3) The execution of a proxy must be by the member or the member’s attorneyauthorized in writing or, if the member is a corporation, by a duly authorizedofficer, 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 appointalternate 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 steadof 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 writingor, 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 toand including the last business day preceding the day of the meeting, orany adjournment of it, at which the proxy is to be used, or to the chair ofthe 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 ofmembers, before which time proxies to be used at that meeting must be deliveredto the company or its agent, and any period of time so set must be specified in thenotice calling the meeting or in the information circular relating to the meeting.

RS1979-59-175.

Shares in name of registrant



152. (1) No share of a company registered in the name of a registrant, or the registrant’snominee, but not beneficially owned by the registrant, may be voted at a generalmeeting or class meeting of the company unless the registrant promptly sends ordelivers 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 tomembers for use in connection with the meeting, and

(b) a written request for voting instructions from the beneficial owner statingthat if voting instructions are not received at least 24 hours, excludingSaturdays and holidays, before the expiry of the time within which proxiesmay be delivered to the company or its agent as specified in the noticecalling the meeting, the registrant may in the registrant’s discretion vote theshares 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 inthe registrant’s name or in the name of the registrant’s nominee if the registrantdoes not know the beneficial owner of the shares.

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

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

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

(6) Nothing in this section gives a registrant the right to vote shares that the registrantis 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 sharesheld under a trust instrument that regulates the manner in which those shares areto be voted.

RS1979-59-176.

Mandatory solicitation of proxies

153. (1) Subject to section 155, the management of a reporting company, concurrentlywith, or before, giving notice of a general meeting or class meeting of thecompany, must send by prepaid mail to every member who is entitled to vote atthe meeting, at the member’s latest address shown on the register of members, aform 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.

RS1979-59-177.

Information circulars

154. (1) Subject to section 155, a person must not solicit proxies to vote shares of acompany, 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 everymember of the company whose proxy is solicited at the member’s latestaddress as shown on the register of members, or

(b) any other solicitation, the person making the solicitation, concurrently withor before it, delivers or sends an information circular by prepaid mail toevery member of the company whose proxy is solicited at the member’slatest 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 totalnumber 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 theSecurities Act, its regulations or the rules made or deemed to be made bythe 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 beneficialowner.

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

RS1979-59-178; 1985-83-202; 1995-45-55.

Exemption orders

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

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

RS1979-59-179; 1982-7-36; 1985-83-203.

Information to be includedin information circular

156. If members of a company

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

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

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

RS1979-59-180.

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 ornot the proxy is solicited by or on behalf of the management of thecompany, and

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

(b) subject to paragraph (e), the form of proxy must provide a method for theperson whose proxy is solicited to specify that the shares registered in theperson’s name must be voted by the proxyholder in favour of, or against, inaccordance with the choice of the person, every matter or group of relatedmatters identified in it or in the information circular as intended to be actedon, other than the election of directors and the appointment of auditors, buta proxy may confer discretionary authority with respect to matters as towhich a choice is not so specified if the form of proxy, or the informationcircular states in boldface type or other conspicuous manner how it isintended 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 ofmeeting, 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 isnot made aware a reasonable time before the time the solicitation ismade that those amendments, variations or other matters are to bepresented for action at the meeting, and

(iv) a specific statement is made in the information circular or in theform of proxy that the proxy is conferring that discretionaryauthority,

(d) a proxy must not confer authority to vote

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

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

(e) if an information circular contains the names of nominees for election asdirectors 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 specifythat the shares registered in that person’s name must or must not bevoted by the proxyholder for the nominees, or those of them thatperson may specify, and

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



(f) every information circular or form of proxy must state that, if theinstructions 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 respectto any matter to be acted on, the shares will be voted on any poll inaccordance with the specifications so made,

(g) every information circular or form of proxy must indicate in boldface typeor other conspicuous manner that the member has the right to appoint aperson, who need not be a member, to attend and act for the member andon 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 themanner in which the member may exercise that right, and

(h) if the form of proxy contains a designation of a named person asproxyholder, a method must be provided by which the member maydesignate in a form of proxy some other person as the member’sproxyholder for the purpose of section 151 (1).

RS1979-59-181.

Part 4: Division 5 – Company Proceedings Generally

Voting

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

(2) At any meeting at which a resolution is submitted, a declaration of the chair thatthe 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 thevotes 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 amember or proxyholder entitled to attend the meeting.

(4) On a poll, every member who votes in person, or by proxy, may cast the numbersof 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 insafekeeping by the secretary for 3 months after the meeting and, during thatperiod, is open to inspection at the records office of the company during normalbusiness 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 acompany, or a meeting of the directors or any creditors of a company, theresolution, for all purposes, is deemed to have been passed on the date on which itwas in fact passed.

RS1979-59-182.

Subsidiary not to vote

159. If a subsidiary is a member of its holding company and the holding company isincorporated 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 classmeeting of the holding company.

RS1979-59-183.

Minutes

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

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

(3) If minutes of a meeting have been entered and signed in accordance with thissection,(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 atthe 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 aspermitted by this Act by the holders of any kind or class of share or by thedirectors or a committee of directors, is deemed to be a proceeding at a generalmeeting, class meeting, meeting of directors or of a committee of directors, as thecase may be.

RS1979-59-184.

Provisions as to meetings in absenceof 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 everymember of the company or the class in the manner in which notices arerequired 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.RS1979-59-185.

Notice by mail

162. (1) If a notice, statement or report is sent by post, service or delivery is deemed to beeffected by properly addressing, prepaying and mailing the notice, statement orreport, 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 articlesof a company provide for a longer period of time.

(2) If, on 3 consecutive occasions, the records sent by a company to a member inaccordance with subsection (1) are returned, the company is not required to sendany further records to the member until the member informs the company in



writing of the member’s new address.RS1979-59-186; 1992-52-32.

PART 5 – Records

Part 5: Division 1 – General

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 asprovided 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 elsewhereas 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 thecompany,

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

(q) a copy of every other document and instrument approved in the preceding10 years by the directors,

(r) a copy of every mortgage created or assumed by the company, whether ornot required to be registered,

(s) a copy of every audited financial statement of the company and itssubsidiaries, whether or not consolidated with the financial statement of thecompany, 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 itscreditors,

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

(w) a copy of every information circular issued in the preceding 10 years by thecompany 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 instrumentregistered in the office of the registrar, the name and address of the receiveror receiver manager, the date of the appointment of the receiver or receivermanager and the date the receiver or receiver manager ceases to act orcompletes the duties of that office.

(2) Except as provided in subsection (3), the records, documents and instrumentsreferred to in subsection (1) are those established or made, and the information inthem 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 thecompany, or of the amalgamating companies, as the case may be, but, withrespect 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 keptby the provisions of any former Companies Act.

(4) Every company that contravenes this section commits an offence.RS1979-59-187; 1987-56-48; 1989-47-306; 1990-11-47; 1992-59-49.

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, withoutcharge, and every former director may examine and take extracts from therecords, documents and instruments referred to in section 163 that relate to thetime when he or she was a director, without charge.

(2) Every member or debentureholder of a company may examine and take extractsfrom the records, documents and instruments of that company referred to insection 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 extractsfrom the records, documents and instruments of that company referred to insection 163, (1) except those referred to in paragraphs (l), (q), (r) and (t) (ii), onpayment 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 takeextracts from the records, documents and instruments of that company referred toin 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 businesshours, but, in the case of examination by any person other than a director, the



company may, by ordinary resolution, impose reasonable restrictions, providedthat at least 2 consecutive normal business hours in each day, Saturday andholidays excepted, are allowed for examination.

RS1979-59-188.

Copies

165. Every person entitled to examine a record, document or instrument of thecompany under section 164 is entitled to require the company to furnish theperson with a copy on payment of a reasonable charge not exceeding the sum of50¢ for every page copied.

RS1979-59-189.

Copy of memorandum andarticles for member

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

RS1979-59-190.

List of members

167. Every company, or its agent, must promptly furnish to any person a list settingout(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 theaffidavit 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 theperson is a corporation, an affidavit of a director or officer of thecorporation 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 thecorporation, 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.RS1979-59-191; 1980-50-19; 1982-76-7.

Offence

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

RS1979-59-192.

Offence

169.



Every company that refuses to permit a person to examine or take extracts fromany record, document or instrument or to furnish a person with a copy or a list ofmembers or debentureholders contrary to section 164, 165, 166 or 167 commitsan offence, and, in imposing a penalty for the offence, the court may order that anexamination or extract be permitted or a copy furnished within a time the courtconsiders appropriate.

RS1979-59-193.

Form of records

170. (1) Records and registers that are required by this Act to be prepared and maintainedby or on behalf of a company may be in a bound or looseleaf form, or entered orrecorded by any system of mechanical or electronic data processing, or by anyother information storage device from which the company is capable ofreproducing, 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 abound or looseleaf book.

(3) A company and its agents must take adequate precautions with respect to therecords 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.RS1979-59-194; 1989-47-307; 1992-59-50.

Part 5: Division 2 – Accounting Records

Accounting records required

171. (1) Every company must keep proper accounting records in respect of all financialand other transactions of the company, and, without limiting the generality of theforegoing, 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 thedirectors, 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 anydirector during the normal business hours of the company.

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

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



RS1979-59-195.

Part 5: Division 3 – Financial Statements

Financial statements for members

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

(2) Every reporting company, on demand by a debentureholder of the company, mustfurnish the debentureholder with a copy of the reporting company’s latestfinancial 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 adebentureholder of the company, must furnish the member or debentureholderwith a copy of the company’s latest financial statement and the auditor’s reporton the financial statement.

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

RS1979-59-196.

Interim financial statement

173. (1) Every company that, within 6 months after its incorporation, becomes a reportingcompany must, within 8 months after its incorporation, send to each member aninterim financial statement for the 6 month period that began on the date ofincorporation containing(a) a statement of source and application of funds, and

(b) sufficient relevant financial information in summary form to present fairlythe 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 financialyear, is a reporting company must, within 60 days after the date to which it ismade up, send to every member a comparative interim financial statement for the6 month period that began immediately after the end of that financial year and forthe comparable 6 month period, if any, in the 12 months immediately precedingthe 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 fairlythe 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 financialstatement, particulars of any change in accounting principle or practice, or in themethod of applying any accounting principle or practice, made during the periodcovered that affects the comparability of the comparative interim financialstatement with the financial statement for the preceding financial year, or with theinterim financial statement for the comparable 6 month period, and the effect, ifmaterial, of the change on the profit or loss for the period covered by thecomparative 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 thecomparability of a statement with that for the preceding financial year orcomparable 6 month period, even though it did not have a material effect on theprofit or loss for the period covered by the comparative interim financialstatement.

(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 asshown on the register of members.

(6) Every company that contravenes a provision of this section commits an offence.RS1979-59-197.

Approval for publication

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

(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 musthave 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 aninterim financial statement required by section 173, that does not comply withthis section and with regulations made under section 175 commits an offence.

RS1979-59-198.

Regulations



175. The Lieutenant Governor in Council may make regulations

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

(b) providing for exemptions from all or any of the requirements of section173.

RS1979-59-199.

Consolidated and unconsolidatedfinancial statements

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

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

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

(ii) if there is only one subsidiary, the amount of the holding company’sproportion of the profit or loss of the subsidiary for the financialperiod coinciding with or ending in the financial period of theholding company, or, if there is more than one subsidiary, theamount of the holding company’s proportion of the aggregate profitsless losses, or losses less profits, of every subsidiary for therespective financial periods coinciding with or ending in thefinancial period of the holding company,

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

(iv) if there is only one subsidiary, the amount of the holding company’sproportion of the undistributed profits of the subsidiary earned sincethe acquisition of the shares of the subsidiary by the holdingcompany to the extent that that amount has not been taken into theaccounts of the holding company, or, if there is more than onesubsidiary, the amount of the holding company’s proportion of theaggregate undistributed profits of the subsidiaries earned since theacquisition of their shares by the holding company less its proportionof the losses, if any, suffered by any subsidiary since the acquisitionof its shares, to the extent that that amount has not been taken intothe accounts of the holding company, and

(v) any qualifications contained in the report of the auditor of anysubsidiary on its financial statement for the financial period to whichthe report relates, and any note or reference contained in thatfinancial statement to call attention to a matter that, apart from thenote or reference, would properly have been referred to in thequalification, in so far as the matter that is the subject of the



qualification or note is not provided for by the holding company’sfinancial statement and is material to its members,

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

(c) if, in the opinion of the auditor of the holding company, adequate provisionhas not been made in the financial statement of the holding company forthe 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 theholding company in excess of the holding company’s proportion ofthe undistributed profits, if any, earned by any of the subsidiariessince the acquisition,

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

RS1979-59-200.

Additional informationas to subsidiaries

177. Every financial statement of a holding company must include

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

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

RS1979-59-201.

PART 6 – Audits

Part 6: Division 1 – Appointment of Auditor

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 holdoffice until the close of the first annual general meeting.

(3) The company, at each annual general meeting, must appoint an auditor to holdoffice 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 asuccessor 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 theremuneration 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’sappointment.

RS1979-59-202.

Exception

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

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

(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 anauditor for the holding company, or

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

RS1979-95-203; 1995-45-53.

Qualifications

180. The auditor of a reporting company must be

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

(b) a person who is certified by the board established under section 181.RS1979-59-204.

Auditor certification board

181. (1) For the purposes of this section and section 182, “board” means the AuditorCertification 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 CharteredAccountants,

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

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

(d) not more than 2 other persons,

all of whom must be appointed by the Lieutenant Governor in Council on termsand conditions the Lieutenant Governor in Council specifies.

(3) Unless set at a higher number by the board, 2 members of the board constitute aquorum.

(4) The board may elect one of its members as chair, establish its own proceduresand make rules it considers advisable to carry out its function.

(5)



The board, with the prior approval of the Lieutenant Governor in Council andunder the Public Service Act, may employ persons the board considers necessaryto carry out its function.

(6) Members of the board serve without remuneration, but the Lieutenant Governorin Council may set a daily allowance to be payable to each member, and eachmember must be reimbursed for reasonable travelling and out of pocket expenses,as certified by the chair of the board, that are necessarily incurred by eachmember in discharging the member’s duties.

RS1979-59-205; 1983-10-21.

Board function and liability

182. (1) The function of the board is to receive applications from persons who apply to becertified 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 forthe purposes of this Act.

(2) The board may take into consideration the area of British Columbia in which anapplicant carries on or intends to carry on business and may certify an applicantsubject to terms and conditions it considers advisable.

(3) No member of the board is liable for loss or damage suffered by any person byreason of anything in good faith done or not done in the exercise or purportedexercise of a power or performance of a duty under sections 180 to 182.

RS1979-59-206.

Persons not qualified as auditors

183. (1) A person must not be the auditor of a company if the person is not independent ofthe 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 thecompany or of an affiliate of the company, or who is a partner, employer oremployee of that director, officer or employee, or who is a member of theimmediate family of that director or officer,

(b) a person is not independent if the person, a member of the person’simmediate family, the person’s partner, or a member of the immediatefamily of the person’s partner, beneficially owns or controls, directly orindirectly, any interest in a share or a debt obligation of the company or ofany of its affiliates, and

(c) a person is not independent who is appointed a trustee of the estate of thecompany 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 theperson, and

(b) a partner of the person referred to means any person with whom the personcarries on in partnership the profession of public accounting.

(4)



If a person who is, on October 1, 1973, the auditor of a company and isdisqualified under subsection (1), or if the person is the auditor of a reportingcompany and is not qualified under section 180, the person may continue to act asauditor until the next annual general meeting of the company is held or is waivedunder section 140, but the person must disclose in the report required by this Partthe circumstances that, but for this subsection, would have disqualified the personto act as auditor.

(5) Every auditor, within 90 days after becoming aware that the auditor’sappointment 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 orderthat the auditor be removed on terms and conditions the court considersappropriate.

RS1979-59-207.

Remuneration

184. The remuneration of the auditor of a company must be set by ordinary resolutionor, if the company so resolves, by the directors, but the remuneration of anauditor appointed before the first annual general meeting or to fill any casualvacancy may be set by the directors.

RS1979-59-208.

Removal of auditor

185. (1) Every company may, by ordinary resolution passed at a general meeting dulycalled for the purpose, remove an auditor before the expiration of the auditor’sterm of office, and must by ordinary resolution at that meeting appoint anotherauditor 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 insubsection (1), but not less than 14 days before the mailing of the notice of themeeting, 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 theauditor’s proposed removal as auditor, and the company, at its expense, mustforward with the notice of the meeting a copy of those representations to eachmember entitled to receive notice of the meeting.

RS1979-59-209.

Notice of proposed change

186. (1) The management of a reporting company must not, unless notice is contained inits information circular required by section 154, propose at any annual generalmeeting 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 themeeting, must give to the incumbent auditor written notice of the intentionof management not to recommend the auditor’s reappointment at theannual general meeting, specifying in it the date on which the notice of themeeting is proposed to be mailed, and

(b) the incumbent auditor has the right to make to the company, not less than 3days before the mailing of the information circular, representations inwriting respecting the proposal not to reappoint the incumbent as auditor,and the company, at its expense, must forward with the notice of themeeting a copy of those representations to every member entitled toreceive notice of the meeting.

RS1979-59-210.

Part 6: Division 2 – Audit Committee

Appointment and procedures

187. (1) The directors of a reporting company, from among their number, must elect attheir first meeting following each annual general meeting a committee, to beknown as the audit committee, composed of not fewer than 3 directors, of whoma majority must not be officers or employees of the company or an affiliate of thecompany, to hold office until the next annual general meeting.

(2) At every meeting of the audit committee, a quorum consists of a majority ofmembers of the committee who are not officers or employees of the company orof an affiliate of the company.

(3) The members of the audit committee must elect a chair from among their numberand, subject to subsection (2), may determine their own procedures.

(4) Before a financial statement that is to be submitted to an annual general meetingis considered by the directors, it must be submitted to the audit committee forreview with the auditor, and, after that, the report of the audit committee on thefinancial statement must be submitted to the directors.

(5) The auditor must be given notice of, and has the right to appear before and to beheard at, every meeting of the audit committee, and must appear before the auditcommittee when requested to do so by the committee.

(6) On the request of the auditor, the chair of the audit committee must convene ameeting of the audit committee to consider any matters the auditor believesshould be brought to the attention of the directors or members.

RS1979-59-211.

Part 6: Division 3 – Duties and Rights of Auditors

Annual audit

188. (1)



The auditor must make an examination that will enable the auditor to report to themembers as required under subsection (2).

(2) The auditor must make a report to the members on the financial statement, otherthan the part that relates to the period referred to in section 145 (1) (b) (ii), that isto be placed before the company at any annual general meeting during theauditor's term of office, and must state in the report whether, in the auditor'sopinion,(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 theauditor’s report whether, in the auditor’s opinion, the statement of changes in netassets or the statement of source and application of funds presents fairly thatinformation.

RS1979-59-212.

Negative audit report

189. If the report of the auditor under section 188 does not contain the unqualifiedopinion required by it, the auditor must state the reasons in the report.

RS1979-59-213.

Audited statements of subsidiaries

190. Whether or not the assets and liabilities and income and expense of any one ormore subsidiaries of a holding company are included in the financial statement ofthe holding company, the report of the auditor of the holding company requiredby this Part may refer to the reports of the auditors of one or more of thesubsidiaries, but the reference does not derogate from the duty of the auditor ofthe holding company to comply with section 188 (1).

RS1979-59-214.

Consolidated statements

191. If financial statements are presented in accordance with section 176 (1), theauditor must qualify the auditor’s report if, in the auditor’s opinion, due provisionhas not been made for minority interests.

RS1979-59-215.

Unconsolidated statements

192. If financial statements are presented in accordance with section 176 (2), theauditor must state in the auditor’s report whether, in the auditor’s opinion, theinformation given under section 176 (2) (a) is satisfactory.

RS1979-59-216.

Auditor’s attendance

193. Every member of a company may, whether or not entitled to vote at a meeting ofthe 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 orthe auditor is to be appointed or removed, require the attendance of the auditor atthe meeting at the expense of the company and, in that event, the auditor mustattend the meeting.

RS1979-59-217.

Procedure

194. (1) At any general meeting the auditor, if present, must answer inquiries directed tothe auditor concerning the financial statements of the company and the opinionon them stated in the auditor’s report.

(2) At the request of any member attending the annual general meeting, the report ofthe auditor must be read to the meeting.

RS1979-59-218; 1980-50-20.

Amendment of financialstatements 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 lastannual general meeting, and

(b) that, if known before the date of the last annual general meeting, wouldhave required a material adjustment to the financial statement presented tothe meeting,

the officers or directors must communicate the facts to the auditor who reportedto the members under this Part, and the directors must promptly amend thefinancial statement and send it to the auditor.

(2) If facts described in subsection (1) (a) and (b) come to the attention of the auditorthat in the auditor’s opinion necessitate amendment to the auditor’s report, theauditor must amend the report in respect of the financial statement presented tothe last annual general meeting so that it complies with this Part, and the directorsmust mail to the members a copy of the amended report and a statementexplaining the effect of the amendment on the financial position and results of theoperations of the company.

RS1979-59-219.

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 thecompany and its subsidiaries information and explanations necessary, in theauditor’s opinion, to enable the auditor to report as required by this Part.

RS1979-59-220.

Information as to foreign subsidiaries

197. If a subsidiary referred to in section 196 is a corporation to which this Act doesnot apply, the holding company must make available to the auditor of the holdingcompany the records, documents, instruments, accounts and vouchers of thatsubsidiary and must require the directors, officers and employees of thatsubsidiary to make available to the auditor of the holding company the



information and explanations required by section 196.RS1979-59-221.

Right to attend general meetings

198. The auditor of a company is entitled to attend any general meeting of thecompany and to receive every notice and other communication relating to themeeting that a member is entitled to receive, and is entitled to be heard at anygeneral meeting that the auditor attends on any part of the business of the meetingthat concerns the auditor in that capacity, or that concerns the financial statementsof the company.

RS1979-59-222.

Qualified privilege

199. An oral or written statement or report made under this Act by the auditor orformer auditor of a company has qualified privilege.

RS1979-59-223.

PART 7 – Proceedings

Part 7: Division 1 – Court Proceedings

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 thedirectors are being exercised, in a manner oppressive to one or more of themembers, including the applicant, or

(b) that some act of the company has been done, or is threatened, or that someresolution of the members or any class of members has been passed or isproposed, 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 toan end or to remedying the matters complained of, make an interim or final orderit considers appropriate, and, without limiting the generality of the foregoing, thecourt 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 byanother member of the company, or by the company,

(d) in the case of a purchase by the company, reduce the company’s capital orotherwise,

(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 thecompany 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 ordermade by the court under this section, or on appeal from it, with the registrarwithin 14 days from its entry in the court registry.

(4) The rights granted by this section are in addition to those granted undersection 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 tomake an application under this section.

RS1979-59-224.

Derivative action

201. (1) A member or director of a company may, with leave of the court, bring an actionin 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 onbehalf 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 theleave 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 broughtor defended, and

(d) in the case of an application by a member, the member was a member ofthe company at the time of the transaction or other event giving rise to thecause 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 controlthe conduct of the action or give any other directions for the conduct of theaction, 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 interimcosts, including legal fees and disbursements, for which the person may be



made accountable to the company by the court on the final disposition ofthe action.

(5) On the final disposition of the action, the court may order that the costs taxed asbetween 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 orperson 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 bythe member or director bringing the action or other person controlling theconduct 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 notbe stayed or dismissed merely because it is shown that an alleged breach of aright, duty or obligation, owed to the company, has been or might be approved bythe members of that company, but evidence of that approval or possible approvalmay be taken into account by the court in making an order under this section.

(8) For purposes of this section, a member includes


(b) any other person who, in the discretion of the court, is a proper person tomake an application under this section.

RS1979-59-225; 1980-50-21.

Relief

202. In any proceeding against a person who is a director, officer, receiver, receivermanager or liquidator of a company, if it appears to the court that the person is ormay 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 courtmust take into consideration all the circumstances of the case, including thoseconnected with the person’s appointment, and may relieve the person, eitherwholly or partly, from liability, on the terms the court considers necessary.

RS1979-59-226.

Applications to court

203. Every application to the court under this Act must be made by motion and, unlessnotice is specifically required by this Act, may be brought without notice to anyother person, but the court may direct that notice of the application be served onthose persons the court requires.

RS1979-59-227.

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 registeredoffice 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 recordsof the registrar, or

(b) by personally serving any attorney of the company appointed undersection 304.

RS1979-59-228.

Court may order securityfor costs

205. If a corporation is plaintiff in an action or other legal proceeding and it appearsthat the corporation will be unable to pay the costs of the defendant if thedefendant is successful in the defence, the court may require security to be givenby the corporation for those costs, and may stay all proceedings until the securityis given.

RS1979-59-229.

Remedy of irregularities

206. (1) If any omission, defect, error or irregularity has occurred in the conduct of thebusiness 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 ofthe 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 anyassembly 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 ormodify or cause to be modified the consequences in law of the omission,defect, error or irregularity, or to validate any act, matter or thing renderedor alleged to have been rendered invalid by or as a result of the omission,defect, error or irregularity, and may give ancillary or consequentialdirections it considers necessary, but

(e) before making an order, must consider the effect of the order on thecompany and its directors, officers, members and creditors.

(2) An order made under subsection (1) does not prejudice the rights of any thirdparty who has acquired those rights for valuable consideration without notice ofthe omission, defect, error or irregularity cured by the order.

RS1979-59-230.

Part 7: Division 2 – Dissent Proceedings

Dissent procedure



207. (1) If,

(a) being entitled to give notice of dissent to a resolution as provided in section37, 103, 126, 222, 244, 249 or 289, a member of a company (in this Actcalled 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 theresolution referred to in paragraph (a),

the company or the liquidator must first give to the dissenting member notice ofthe intention to act and advise the dissenting member of the rights of dissentingmembers under this section.

(2) On receiving a notice of intention to act in accordance with subsection (1), adissenting member is entitled to require the company to purchase all of thedissenting 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) bydelivering to the registered office of the company, within 14 days after thecompany, 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 memberis bound to sell those shares to the company and the company is bound topurchase them.

(4) A dissenting member who has complied with subsection (3), the company, or, ifthere has been an amalgamation, the amalgamated company, may apply to thecourt, 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 dissenthas been given,

(b) set the price and terms of the purchase and sale, or order that the price andterms be established by arbitration, in either case having due regard for therights of creditors,

(c) join in the application any other dissenting member who has complied withsubsection (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 insubsection (2) is their fair value as of the day before the date on which theresolution referred to in subsection (1) was passed, including any appreciation ordepreciation in anticipation of the vote on the resolution, and every dissentingmember 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 theresolution referred to in subsection (1), does not affect the right of the dissentingmember 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 theshares 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, withoutprejudice to any acts or proceedings that the company, its members, or any classof members may have taken during the intervening period, may make the order itconsiders appropriate to remove the limitations imposed on the person bysubsection (7).

(9) The relief provided by this section is not available if, subsequent to giving noticeof dissent, the dissenting member acts inconsistently with the dissent, but arequest to withdraw the requirement to purchase the dissenting member’s sharesis not an act inconsistent with the dissent.

(10) A notice of dissent ceases to be effective if the dissenting member consents to orvotes 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 whoseproxy required an affirmative vote.

RS1979-59-231; 1980-50-22.

Meeting to advise of right to dissent

208. A notice of a general meeting, or class meeting, of a company to consider aresolution as a result of which a notice of dissent may be filed must contain astatement in terms that the Lieutenant Governor in Council, by regulation, mayprescribe, advising a member of the member’s right to give a notice of dissentand the consequences of giving the notice.

RS1979-59-232.

Part 7: Division 3 – Investigations

Investigation of companyby inspector

209. (1) On the application of one or more members holding in the aggregate not less than1/5 of the issued shares of any class of the company, the court may appoint aninspector to investigate the affairs and management of the company and any of itsaffiliates, 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, ifthe court makes an order appointing an inspector, the inspector within 7 daysafter 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 givesecurity for payment of the costs and expenses of the investigation, and, at anytime, may set the amount of the costs and expenses, and order by whom and inwhat proportion they must be paid.

(4) Every person that is a receiver of property of a company or is a director, receivermanager, officer, employee, banker, auditor or agent of the company or any of thecompany’s affiliates must produce for the examination of the inspector everyaccounting 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 mustgive to the inspector every assistance in connection with the investigation that theperson is reasonably able to give.

(5) The inspector may examine on oath any person who is or was a receiver ofproperty 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 totheir affairs, management, accounts and records and the inspector may administerthe oath, and the person examined must answer any question within the scope ofthe investigation put to that person by the inspector.

(6) The inspector, on conclusion of the investigation, must report to the court andsend a copy of the report to the registrar, the company, if the company is areporting company, the executive director and any other persons the court or theregistrar orders.

RS1979-59-233; 1983-10-21; 1995-45-53.

Appointment of inspectorsby company

210. (1) A company, by special resolution, may appoint an inspector to investigate theaffairs and management of the company and any of its affiliates and to report inthe manner and to the persons the resolution directs.

(2) Every inspector appointed under subsection (1) has the same powers as aninspector appointed by the court under section 209.

(3) Every person who is or was a receiver of property of the company, or everydirector, receiver manager, officer, employee, banker, auditor and agent of thecompany or any of its affiliates must comply with section 209 (4) and (5), as ifthe inspector had been appointed by the court.

RS1979-59-234.

Offence

211. Every person who, contrary to section 209 or 210,

(a) refuses to produce any accounting record or other record, document orinstrument,

(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.RS1979-59-235.

Minister may order investigation

212. (1) If it appears to the minister that it is necessary in the public interest to investigatethe beneficial ownership of, or interest in, the shares or debentures of, ormembership in, a corporation, he or she may appoint one or more inspectors whomay require any person to give any information and produce any records,documents and instruments that the person has, or can reasonably be expected toobtain, as to the names and addresses of the persons interested and the extent oftheir present and past interests in those shares, debentures or memberships, andthe names and addresses of persons who act or have acted on their behalf inrelation 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 theshare, debenture or membership or any interest in them, or to vote in respect ofthem, or if the person’s consent is necessary for the exercise of any of the rightsof other persons interested in them, or if other persons interested in them can berequired or are accustomed to exercise their rights in accordance with theperson’s instructions.

(3) If, on receipt of a report from an inspector appointed under subsection (1), itappears to the minister that there is difficulty in determining the informationrequired by this section and that the difficulty is due wholly or mainly to theunwillingness of any person concerned to give the information required by thissection, 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 thecourt, 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 themand any issue of them, is void,

(b) no voting rights are exercisable in respect of the shares, debentures ormemberships,

(c) no further shares, debentures or memberships may be issued in right of theshares, debentures or memberships, or in pursuance of any offer made tothe holder of them, and

(d) no payment may be made of any sums due from the corporation on thoseshares, debentures or memberships, whether in respect of capital orotherwise.

(4) If the minister makes an order directing that shares, debentures or membershipsare subject to the restrictions referred to in subsection (3), any person aggrievedmay apply to the court, and the court, if it considers it appropriate, may direct thatthe shares, debentures or memberships cease to be subject to all or any of thoserestrictions.

(5) If any share, debenture or membership is subject to a restriction referred to insubsection (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 thebenefits 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 thecorporation who knowingly and willingly authorizes or permits that issuecommits an offence.

RS1979-59-236; 1981-2-27.

Exemption

213. An inspector appointed under this Part must not require a barrister or solicitor todisclose any privileged communication made to him or her in that capacity,except as to the name and address of his or her clients.

RS1979-59-237.



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 theopinion of the inspector.

RS1979-59-238.

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 personknows or ought reasonably to know to be false in a material particular, or whorecklessly makes a statement that is false in a material particular, commits anoffence.

RS1979-59-239.

PART 8 – Company Alterations

Part 8: Division 1 – Memorandum and Articles

Meaning of “alter”

216. In this Part “alter” includes create, add to, vary and delete.RS1979-59-240.

Powers to alter memorandum

217. (1) If there is an express provision in this Act permitting a company to alter itsmemorandum, it may be altered in the cases and to the extent permitted by thatprovision, 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 thememorandum 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 iscomplied with, on the date that a certified copy has been accepted for filingby the registrar, or

(b) on the date specified in the resolution,

whichever is later.RS1979-59-241; 1981-2-28.

Copies to include alterations

218. (1) If the memorandum of a company is altered, every copy of the memorandumissued on or after the date the alteration takes effect must contain the alteration.

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



RS1979-59-242.

Powers to alter articles

219. (1) Subject to this Act and its memorandum, a company may, if the articles as alteredwould, at the time of the filing, comply with this Act, alter its articles by filingwith the registrar a certified copy of a special resolution or a resolution passedunder 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 iscomplied with, on the date that a certified copy has been accepted for filingby 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.RS1979-59-243.

Copies to include alterations

220. (1) If the articles of a company are altered, every copy of the articles issued on orafter the date the alteration takes effect must contain the alteration.


Altering restrictions

221. Every company, other than a specially limited company, may, by specialresolution, alter its memorandum by altering any restriction on the businesscarried on or to be carried on by it, or on its powers.

RS1979-59-245.

Certain members may dissent

222. Any member of a company, not later than 7 days after the special resolution waspassed under section 221, may give a notice of dissent to the company in respectof the member’s shares and, in that event, section 207 applies.

RS1979-59-246.

Procedure and effect

223. (1) Every company, by special resolution, may alter its memorandum by changing itsname to a name approved by the registrar.

(2) On the registrar accepting for filing a certified copy of the resolution referred toin subsection (1), he or she must issue a certificate showing the change of nameand the date it is effective and must publish in the Gazette a notice of change ofname.

(3) No change of the name of a company affects any of its rights or obligations, orrenders defective any legal proceedings by or against it, and any legal



proceedings that may have been continued or commenced against it under itsformer name may be continued or commenced against it by its new name.

RS1979-59-247; 1987-56-50; 1989-47-308.

Part 8: Division 2 – Capital


Creation of special rightsand restrictions

224. Subject to sections 226 and 227, a company may, by special resolution, alter itsmemorandum or articles by creating, defining and attaching special rights orrestrictions to any shares, whether issued or unissued.

RS1979-59-248.

Variation or abrogation

225. Subject to sections 226 and 227, a company may, by special resolution, and byotherwise complying with its memorandum and articles, alter its memorandum orarticles by varying or abrogating any special rights or restrictions attached to anyshares, whether issued or unissued.

RS1979-59-249.

No interference with classrights without consent

226. (1) A right or special right attached to issued shares must not be prejudiced orinterfered 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 areaffected 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 casemay be, requiring a majority of 3/4 of the votes cast.

(2) A resolution to create, vary or abrogate any special right of conversion orexchange attaching to shares of a reporting company must not be submitted to ageneral meeting, or a class meeting, or a series meeting, unless the executivedirector has first consented to the resolution.

RS1979-59-250; 1995-45-53.

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 abrogatingor altering special rights or restrictions attaching to that class of shares andwho voted, in person or by proxy, against the resolution referred to insection 226 (1), or

(c) not less than 10% of the shares of a series of shares of a company, whosespecial rights or restrictions are affected differently from those attached toanother series of the same class of shares by a special resolution abrogatingor altering special rights or restrictions attaching to that series of shares andwho voted, in person or by proxy, against the resolution referred to insection 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 or225, or the resolution referred to in section 226.

(2) The court must not hear the application referred to in subsection (1) unless noticehas been served on the company and an affidavit of that service exhibiting thenotice has been served on the registrar not later than 14 days after the passing ofthe 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 filedwith the registrar,

(b) affirm the special resolution subject to terms the court considersappropriate, or

(c) affirm the special resolution and require the company, subject to section236 (1), or any other person, to purchase the shares of any member at aprice and on the terms to be determined by the court,

and, in any case, the court may make consequential orders, including any order asto costs, and give directions it considers appropriate.

(5) The registrar must not accept for filing a special resolution referred to insubsection (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 anddirections of the court have been complied with, has been filed with theregistrar,

and the registrar receives a certificate of an officer or director of the company thatthis Act has been complied with in relation to the special resolution.

(6) The rights granted by this section are in addition to those granted undersection 200.

RS1979-59-251; 1981-2-29.



Exclusion

228. Sections 224 to 227 do not apply to a compromise or arrangement undersection 252.

RS1979-59-252.

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 todetermine the designation of the shares of, each series, and

(ii) to alter the memorandum or the articles to create, define and attachspecial rights and restrictions to the shares of each series, subject tothe 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, theshares of all series of the same class participate rateably in respect of accumulateddividends in accordance with the amounts that would be payable on those sharesif 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 aresult of which the holders of the shares of all series of the same class are thenentitled to a return of capital, are not paid in full, the shares of all series of thesame class must participate rateably in a return of capital in respect of that classin accordance with the amounts that would be payable on the return of capital ifall amounts so payable were paid in full.

(4) Special rights or restrictions attached to a series of shares do not confer on theseries 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 ofall 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 sharesof the series to which the resolution relates, and after the issue of shares of thatseries the number of shares in, the designation of, and the special rights andrestrictions attached to, that series may be added to, altered, varied or abrogatedonly 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 toa series of shares, a separate resolution of a series and a series meeting, as thecase may be.

RS1979-59-253; 1980-50-23; 1981-2-30.

Increase in authorized capital

230. (1) Every company, by a resolution of the members as the articles provide or, in theabsence of provision in the articles, by special resolution, may alter itsmemorandum 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 ofthat class are issued.

(2) A company creating new shares under this section must comply withsection 19 (3).

RS1979-59-254.


Subdivision, consolidationand 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 parvalue into shares of smaller par value,

(b) subdivide all or any of its unissued, or fully paid issued, shares without parvalue so that the number of those shares is increased,

(c) consolidate all or any of its shares with par value into shares of larger parvalue,

(d) consolidate all or any of its shares without par value so that the number ofthose shares authorized is reduced,

(e) change all or any of its unissued, or fully paid issued, shares with par valueinto shares without par value,

(f) change all or any of its unissued shares without par value into shares withpar value,

(g) alter the name or designation of all or any of its shares, whether issued orunissued, or

(h) alter the provisions as to the maximum price or consideration at or forwhich shares without par value may be issued.

(2) No alteration of the memorandum as to any part of the issued shares of any classor, 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 theshares not to be changed of that class or series is given by separateresolution.

(3) The provisions of the articles of a company relating to a class or series meeting ofthe company or, to the extent the articles do not make provision for a class orseries meeting, the provisions of the articles relating to the call and conduct ofgeneral meetings apply to a meeting to pass a separate resolution undersubsection (2).

RS1979-59-255.

Cancellation of shares anddiminution of capital

232. (1) Every company may alter its memorandum by resolution of its directors or byordinary resolution(a) cancelling shares that are not allotted or issued,



(b) cancelling fully paid shares that are surrendered to the company by way ofgift, or

(c) cancelling shares of a reporting company that have been held in escrowunder an escrow agreement required by the executive director, and that aresurrendered 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 theshares, and

(ii) require the return.

(3) Sections 233 and 234 do not apply to a cancellation of shares under this section.RS1979-59-256; 1995-45-53.

Reduction of capital

233. (1) Every company may reduce its capital, whether issued or unissued, in any way byspecial resolution confirmed by the court and, without restricting the generality ofthe 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 unrepresentedby available assets, or

(c) either with or without extinguishing or reducing liability on any of itspartly paid shares, pay off any paid up capital that is in excess of the needsof the company.

(2) The court, if satisfied that every creditor of the company who is entitled undersection 234 to object to the reduction has consented to it, or that the debt or claimhas been discharged, or has determined, or has been secured, may, either in wholeor in part and on terms and conditions the court considers appropriate, confirmthe resolution referred to in subsection (1).

(3) A resolution under subsection (1) does not take effect until the registrar hasaccepted for filing a certified copy of the resolution and the court order, togetherwith a statement approved by the court stating that the authorized capital of thecompany has been altered by the resolution and order, in compliance with section19.

(4) If a resolution under subsection (1) has the effect of diminishing the authorizedcapital of a company, the resolution must alter the memorandum accordingly, andthe company must file a copy of its memorandum, as altered, with the materialrequired to be filed with the registrar by subsection (3).

(5) If the company making application for confirmation of a resolution referred to insubsection (1) is a company registered under the Small Business Venture CapitalAct, the court must not confirm the resolution until the company has presentedsatisfactory proof that any amount payable to the Minister of Finance andCorporate Relations under section 22 of that Act has been paid.



(6) If the company making application for confirmation of a resolution referred to insubsection (1) is a company registered under Part 2 of the Employee InvestmentAct, the court must not confirm the resolution until the company has presentedsatisfactory proof that any amount payable to the Minister of Finance andCorporate Relations under section 31 or 32 of that Act has been paid.

RS1979-59-257; 1985-56-38; 1987-43-8; 1989-24-43; 2003-54-27.

Objections by creditors

234. (1) If the proposed reduction of capital involves either diminution of liability inrespect of unpaid capital or the payment to any member of any paid up capital, orin any other case in which the court so directs, every creditor of the company whoat the date set by the court is entitled to any debt or claim that, if that date werethe commencement of the winding up of the company, would be admissible inproof 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 classor classes of creditors is or are not entitled to object to the reduction, and maydispense 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 forthat purpose must ascertain, as far as possible without requiring an applicationfrom any creditor, the names of those creditors and the nature and amount of theirdebts or claims, and may require notice to be published setting a time withinwhich creditors not entered on the list are to claim to be so entered or otherwiseare 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 ordetermined does not consent to the reduction, the court may dispense with theconsent 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 courtconsiders appropriate.

(4) Every company that willfully conceals the name of a creditor entitled to object tothe reduction, or willfully misrepresents the nature or amount of the creditor’sdebt or claim, commits an offence.

RS1979-59-258.

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 memorandumor articles, any of its issued shares that have a right of redemption attachedto them, and

(b) if it is so authorized by, and subject to any restriction in, its memorandumor articles, may purchase any of its shares.

RS1979-59-259.

Redemption, purchase or acquisitionprohibited 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 isinsolvent, 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 proposedredemption or purchase would render the company insolvent.

RS1979-59-260.

Shares to be purchased orredeemed 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, inrespect of shares beneficially owned by the employee or former employee,

the company must make its offer to purchase proportionately to every memberwho holds shares of the class or series to be purchased.

(2) Unless the memorandum or articles otherwise provide, if a company proposes toredeem some, but not all, of its shares of a particular class or series, theredemption must be made proportionately among every member who holdsshares 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.RS1979-59-261.

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 inrespect 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.RS1979-59-262; 1981-2-31; 1982-72-3.

Not a reduction of capital

239. No redemption or purchase of shares under section 200, 207, 227 or 235 isdeemed to reduce capital within the meaning of section 233 or to change theauthorized capital of the company.

RS1979-59-263.

Concurrent alterations of capitalby 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 separateresolution of the class or part of it,

and it is unnecessary to pass and file individual resolutions.RS1979-59-264.

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 isoffered to and taken by existing members of the company in proportion to thenumber of shares already held by them respectively.

(2) Subject to section 236, every company may purchase its fractional shares, butmust consolidate them into whole shares and must deal with those whole sharesin accordance with section 238.

RS1979-59-265; 1980-50-24.

Court may validate

242. If a company has purported to issue or allot shares and the creation, issue orallotment of those shares is invalid by reason of a provision of this or any otherAct, or of the memorandum or articles of the company, or otherwise, or if theterms of issue or allotment are inconsistent with or unauthorized by such aprovision, the court, on application by the company, a holder of any of thoseshares or a creditor of the company, and on being satisfied that in all thecircumstances it is just and equitable to do so, may make an order validating thecreation, issue or allotment of those shares, or confirming the terms of issue orallotment of them, or both, and, on the order being made, those shares are deemedto have been validly created, issued or allotted on the terms of the issue orallotment of them.

RS1979-59-266.

Part 8: Division 3 – Conversion

Conversion of specially limited company

243. (1) Subject to any provision to the contrary in its memorandum, a specially limitedcompany may, by special resolution, convert itself into a company having amemorandum in Form 1 of the Second Schedule, and, for that purpose, must alterits memorandum and articles to comply with the requirements of this Act for sucha company.

(2) The registrar, on receipt of a copy of the special resolution referred to insubsection (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 thecompany.



RS1979-59-267.

Certain members may dissent

244. Every member of a specially limited company, not more than 7 days after thespecial resolution was passed pursuant to section 243, may give a notice ofdissent to the company in respect of the member’s shares and, in that event,section 207 applies.

RS1979-59-268.

Conversion of special Act company

245. (1) Every corporation incorporated by an Act of the Legislature, unless that Actcontains a provision inconsistent with or repugnant to this section, may convertitself 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 ofthe resolution and any other documents relating to the corporation that theregistrar 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 convertedinto a company under this Act, and, on issuance of the certificate, the substitutedmemorandum and articles apply to the company in the same manner as if it werea 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 thecorporation.

(4) A corporation must not pass a special resolution referred to in subsection (1)without the consent of the minister.

RS1979-59-269; 1987-56-52(a); 1989-47-309.

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 thecorporation before the conversion, and legal proceedings in respect of them maybe continued or commenced against it in the same manner as if the conversionhad not taken place.

RS1979-59-270.

Part 8: Division 4 – Reorganization


Amalgamation permitted



247. Any 2 or more companies may amalgamate and continue as one company, calledthe “amalgamated company”, under the name of one of the amalgamatingcompanies, or under a name approved by the registrar.

RS1979-59-271.

Amalgamation agreement

248. (1) The companies proposing to amalgamate must enter into an amalgamationagreement prescribing the terms and conditions of the amalgamation, the mannerof carrying the amalgamation into effect and containing the memorandum andarticles, which must first be approved by the registrar, proposed for theamalgamated company.

(2) The amalgamation agreement must also specify

(a) the full names, addresses and occupations of the directors of theamalgamated company,

(b) the month and year in which the first annual general meeting of theamalgamated company will be held,

(c) the manner in which the issued and unissued shares of each amalgamatingcompany 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 thesubsequent 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 mustprovide for the cancellation of those shares without any repayment of capital inrespect of them, and no provision may be made in the amalgamation agreementfor the exchange of those shares.

(4) The amalgamation agreement is deemed to be adopted by each amalgamatingcompany,(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 3/4of the votes cast,

(c) if one person beneficially owns all the shares of an amalgamatingcompany, when it is approved by that person certifying the person’sownership and approval on the amalgamation agreement,

(d) if the amalgamating company has more than one series of shares, and theamalgamation agreement contains a provision that, if contained in aproposed alteration of the memorandum or articles of the company, wouldentitle the members who hold shares of that series to vote as a series undersection 226, when it is approved by a separate resolution of that seriesrequiring a majority of 3/4 of the votes cast, or

(e) if one of the amalgamating companies beneficially owns all the shares ofanother amalgamating company and has approved the agreement inaccordance with paragraph (a), (b), (c) or (d), when it is approved on behalfof the second mentioned amalgamating company as evidenced by thesecretary of the first mentioned amalgamating company certifying the



ownership and approval on the amalgamation agreement.RS1979-59-272; 1980-50-25; 1981-2-32.

Court approval

249.

(1) Subject to subsection (2) and (3), if an amalgamation agreement is adopted by allthe amalgamating companies, they must, not less than 6 days nor more than 2months after the adoption, apply to the court for an order approving theamalgamation.

(2) If a creditor or member of an amalgamating company, by notice in writingdelivered 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 timeand place of the hearing of the application, the company must give that notice tothe creditor or member.

(3) A member of an amalgamating company, not more than 7 days after theamalgamation agreement is adopted by every amalgamating company, may give anotice of dissent to the amalgamating company of which he, she or it is a memberin respect of all the member’s shares of the class or kind described in the noticeof dissent, in which event section 207 applies.

(4) The court may direct that notice be given of the time and place of the hearing ofthe application for the approving order, to those creditors and members of eachamalgamating 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 toterms and conditions the court considers appropriate, or may dismiss theapplication.

RS1979-59-273.

Certificate of amalgamation

250. If the registrar receives proof to the registrar’s satisfaction that the terms andconditions of the approving order, if any, have been complied with, and ondelivery 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 recordsoffices of the amalgamated company,

the registrar must

(d) register the documents and issue a certificate of amalgamation showingthat the amalgamating companies are amalgamated and the date, whichmust 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, theaddress of its registered office and the date of the amalgamation.

RS1979-59-274; 1981-2-33.

Vesting

251. From the date of the amalgamation, the amalgamating companies areamalgamated and are continued as one company under the name and with thememorandum and articles provided in the amalgamation agreement, and theamalgamated company is seized of and holds and possesses all the property,rights and interests and is subject to all the debts, liabilities and obligations ofeach amalgamating company, including any obligations to dissenting membersunder section 207, and every member of each amalgamating company is boundby the amalgamation agreement.

RS1979-59-275.


Compromise or arrangement(AM)Mar03/98

252. (1) Subject to subsections (6) and (7), if a compromise or arrangement is proposedbetween a company and its creditors or any class of them, or between a companyand its members or any class of them, then, despite any other provision of thisAct, if a majority in number representing 3/4 in value of those creditors or thatclass 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 inaccordance with an order of the court under subsection (2), agree to acompromise or arrangement, the compromise or arrangement, if approved by thecourt and accepted for filing by the registrar, is binding on every creditor ormember, as the case may be, and on the company.

(2) If a compromise or arrangement referred to in subsection (1) is proposed, thecourt may, on the application of the company, or of any creditor or member of thecompany, or on its own motion on the application for approval, order that ameeting of the creditors or any class of creditors, or of the members or any classof members, or the holders of a series of shares under subsection (6) to approvethe compromise or arrangement be convened in the manner the court directs.

(3) No compromise or arrangement under this section takes effect until everyrequirement of this Act relating to the proposed compromise or arrangement hasbeen complied with and a certified copy of the court order has been accepted forfiling by the registrar.

(4) If a court order made under this section effects a change in the memorandum orarticles of the company, the registrar must not accept it for filing, unless it isaccompanied by a copy of the altered memorandum or articles certified by anofficer or director.

(5) Every alteration in the memorandum or articles of a company as a result of thissection 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 itsmembers 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 themembers who hold shares of a series of shares of any class of shares of thecompany to vote as a series under section 226 (1), no compromise or arrangementtakes effect unless it is approved by a majority of 3/4 of the votes cast by thosemembers voting separately at a meeting convened in accordance with an order ofthe court under subsection (2).

(ADD)Mar03/98

(7) Nothing in this section or in any order approving a compromise or arrangementmade under this section binds a member to exchange shares of a reportingcompany held by the member for property, money or other securities of thereporting company or for property, money or securities of another corporationunless the compromise or arrangement has been approved in the mannerdescribed in subsection (8).

(ADD)Mar03/98

(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 reportingcompany cast at a meeting referred to in subsection (2) other than the votes castby(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 toother holders of affected shares of the same class, and

(c) a member who alone or in combination with others effectively controls thereporting company and who, prior to receiving a notice of the meetingreferred to in subsection (2), entered into or has agreed to enter into anunderstanding to support the compromise or arrangement.

RS1979-59-276; 1997-29-3.

Information as to compromise

253. (1) If a meeting is convened under section 252, the company must include in anynotice 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, explainingthe 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 sofar as it is different from the effect on the similar interests of otherpersons, 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 whichcreditors or members entitled to attend the meeting may obtain copies ofthe statement.

(2) If the compromise or arrangement affects the rights of debentureholders, thestatement must include the same explanation with respect to the trustee for thedebentureholders as, under subsection (1) of this section, is required to be givenwith respect to the directors and officers.

(3) If a notice referred to in subsection (1) (b) includes a notification that copies ofthe statement can be obtained, every creditor or member entitled to attend themeeting must, on making application at the place and in the manner indicated bythe notice, be furnished without charge by the company with a copy of the



statement.RS1979-59-277.

Facilitating reconstructionof 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 acompromise or arrangement,

(b) the compromise or arrangement has been proposed for the purpose of, or inconnection with, a scheme for the reconstruction of a company orcompanies, or the amalgamation of 2 or more companies, and

(c) under the scheme the whole or any part of the undertaking or the propertyof any company concerned in the scheme (in this section referred to as the“transferor company”) is to be transferred to another company (in thissection referred to as the “transferee company”),

the court may, either by the order approving the compromise or arrangement, or by any subsequentorder, provide for

(d) the transfer to the transferee company of the whole or any part of theundertaking 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 thecompromise or arrangement, are to be allotted or appropriated by thatcompany to or for any person,

(f) the continuation by or against the transferee company of any legalproceedings 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 themanner 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 ensurethat 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 ofproperty or liabilities, then, on filing with the registrar a certified copy of theorder, that property is deemed to be transferred to and vested in, and thoseliabilities are deemed to be transferred to and become the liabilities of, thetransferee company and, in the case of any particular property, if the order sodirects, freed from any charge that is by the compromise or arrangement to ceaseto have effect.

(4) An order of the court under this section does not take effect until a certified copyof it has been accepted for filing by the registrar.

RS1979-59-278.

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 ofshares in another company, called the “subject company”, which offer has, within4 months after the making of the offer, been accepted as to the shares, or as toeach class of shares involved, by members holding not less than 9/10 of thoseshares or of the shares of that class other than shares already held at the date ofthe 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 referredto in subsection (1), may give written notice to any member of the subjectcompany who holds shares or shares of the class involved in the offer, and whodid not accept the offer, that the acquiring company desires to acquire thatmember’s shares.

(3) If a notice is given under subsection (2), the acquiring company is entitled andbound to acquire every share of the member to whom notice was given for theprice 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 monthsfrom 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 considersappropriate.

(5) For the purpose of this section, every offer referred to in subsection (1) for sharesof 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 thecourt has not ordered otherwise on an application made by a member to whomthe notice was given, the acquiring company, on the expiration of 2 months afterthe date on which the notice has been given, or, if an application to the court bythe member to whom the notice was given is then pending, after that applicationhas been disposed of, must send a copy of the notice to the subject company andpay or transfer to the subject company the amount or other considerationrepresenting the price payable by the acquiring company for the shares that bythis section that company is entitled to acquire, and, on receiving the copy of thenotice and that amount or other consideration, the subject company must registerthe 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 aseparate 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 theseveral persons entitled to that sum.

(8) Every person, except a company, who delivers a notice or form that contains astatement or makes a representation to any member of a company to the effectthat the person proposes to take advantage of any enactment to acquire the sharesof the member in the company, or that the person can compel the member totransfer 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 thenotice referred to in subsection (2), if the acquiring company has not given thatnotice, 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 theacquiring company to acquire the shares.

(10)



If a member of a subject company requires the acquiring company to acquire themember’s shares in accordance with subsection (9), the acquiring company mustacquire the shares for the price and on the terms in the offer described insubsection (1).

RS1979-59-279.

PART 9 – Dissolution and Restoration

Part 9: Division 1 – Cancellation

Lieutenant Governor in Councilmay cancel incorporation

256. (1) The Lieutenant Governor in Council by order may cancel the incorporation of acompany, 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.RS1979-59-280.

Registrar may strike off company

257. (1) If

(a) a company or an extraprovincial company has for 2 years failed to file withthe registrar the annual report or any other return, notice or documentrequired by this Act to be filed by it,

(b) the registrar has reasonable cause to believe that an extraprovincialcompany has ceased to carry on business in British Columbia,

(c) a company or an extraprovincial company has failed to pay, within 10 daysafter 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 anorder 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 arequirement under section 338 (3) (b) within 60 days after the date of themailing to the company or extraprovincial company of a registered letterreferred to in section 338 (4),

the registrar must mail to the company or extraprovincial company a registeredletter notifying it of its failure or of the registrar’s belief, and of the registrar’spowers 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, orthat the company is fully wound up, or

(b) the returns required to be made by the liquidator have not been made for aperiod of 3 consecutive months,

the registrar must mail to the company a registered letter inquiring whether aliquidator is acting, or the company is fully wound up, or notifying the companyof the failure to file returns, or of the registrar’s belief and of the registrar’spowers 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 theexpiration of one month after the date of publication of the notice, unless cause isshown 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 toin subsection (3), the registrar, unless good cause to the contrary is shown to himor her, may strike the company off the register and, on being struck off, thecompany is dissolved, or, in the case of an extraprovincial company, cancel itsregistration.

(5) A letter mailed under this section may be addressed to the company at itsregistered office, or in the case of an extraprovincial company, at its head officein British Columbia.

RS1979-59-281; 1985-51-8.

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 moredirectors or, if the company has only one director, an affidavit of thatdirector, proving what disposition the company has made of its assets andthat the company has no debts or liabilities,

the registrar may strike the company off the register and, on being struck off, thecompany is dissolved.

RS1979-59-282; 1981-2-34.

Defunct extraprovincial company

259. (1) If an extraprovincial company files with the registrar a notice that the companyhas ceased to carry on business in British Columbia, the registrar may cancel itsregistration.

(2) On receipt by the registrar from the registrar of companies or other similarofficial of the jurisdiction in which an extraprovincial company was incorporatedof notice that the extraprovincial company has ceased to exist, the registrar mustcancel its registration.

RS1979-59-283.

Liabilities survive

260. The liability of every director, officer, liquidator and member of a company thatis struck off the register, or of an extraprovincial company that has had itsregistration cancelled, under section 256, 257, 259 or 319 continues and may beenforced as if the company had not been struck off the register, or the registrationof the extraprovincial company had not been cancelled.



RS1979-59-284.

Publication

261. The registrar must publish in the Gazette notice that a company or extraprovincialcompany has been struck off the register or has had its registration cancelledunder section 256, 257, 258, 259 or 319, and the date the action took place.

RS1979-59-285.

Part 9: Division 2 – Restoration

Restoration to register

262. (1) If a company has been dissolved, or the registration of an extraprovincialcompany has been cancelled under this Act or any former Companies Act, thecourt may, if it is satisfied that it is just that the company or extraprovincialcompany be restored to the register, not more than 10 years after the date of thedissolution or cancellation, on application by the liquidator, a member, a creditorof the company or extraprovincial company, or any other interested person, makean order, subject to the conditions and on the terms the court considersappropriate, restoring the company or extraprovincial company to the register.

(2) If a company or an extraprovincial company is restored to the register undersubsection (1), the company is deemed to have continued in existence, or theregistration 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 notbeen dissolved, or the registration of the extraprovincial company had not beencancelled.

(3) The court may make an order under subsection (1) restoring a company or anextraprovincial company to the register for a limited period, and, after theexpiration of that period, the company must promptly be struck off the register,or, in the case of an extraprovincial company, its registration cancelled, by theregistrar.

(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 ofany document filed in support of it has been sent to the registrar andthe registrar has consented, and

(ii) until one week after the applicant has published notice of theapplication under subsection (1) in one issue of the Gazette and hasmailed notice of that application to the last address shown as theregistered office of the company or head office in British Columbiaof the extraprovincial company,

(b) in the case of a company or extraprovincial company that had, at the timeof cancellation of registration or dissolution, the power or capacity tooperate as a club, without the consent of the minister, and

(c) in the case of a company or extraprovincial company that was, at the timeof cancellation of registration or dissolution, a reporting company underthis Act or the Securities Act, without the consent of the British Columbia



Securities Commission.RS1979-59-286; 1985-83-204; 1989-28-6.

Power of court

263. In an order made under section 262, the court may give directions and makeprovisions it considers appropriate for placing the company or extraprovincialcompany and every other person in the same position, as nearly as may be, as ifthe company had not been dissolved or the registration of the extraprovincialcompany cancelled, but, unless the court otherwise orders, the order is withoutprejudice to the rights of parties acquired before the date on which the companyor extraprovincial company is restored to the register.

RS1979-59-287.

Change of name on restoration

264. In any order made under section 262, the court may require that the company orextraprovincial company be restored to the register under a different name that isacceptable to the registrar and, in that event, section 223 (3) applies.

RS1979-59-288.

Filing and publication

265. (1) No order made under section 262 is effective until a certified copy has beenaccepted 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 andconditions 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 orextraprovincial company, showing the date of restoration, and

(b) issue a certificate of restoration.RS1979-59-289; 1981-2-35.

Escheat

266. Despite the provisions of this Act, title to, or any interest in, land that hasescheated or that is deemed to have escheated to the government under section 4of the Escheat Act is not affected in any way by an order made under section 262of this Act, except as provided in section 4 of the Escheat Act.

RS1979-59-290.

Part 9: Division 3 – Winding Up




Voluntary winding up

267. Subject to section 268, every company may be wound up voluntarily if thecompany so resolves by special resolution.

RS1979-59-291.

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 ofthe company is to be proposed, must make an affidavit that they have made a fullinquiry into the affairs of the company and that they are of the opinion that thecompany will be able to pay its debts in full within the period, not exceeding 12months 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 passthe resolution for the voluntary winding up of the company, and

(b) contain a statement of the assets and liabilities of the company as at thelatest 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 windingup of the company is to be proposed.

(4) Every director of a company who makes an affidavit under this section withouthaving reasonable grounds for the opinion that the company will be able to payits 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 weeksafter the making of the affidavit, but its debts are not paid or provided for in fullwithin the period stated in the affidavit, it is presumed, until the contrary isshown, that the declarant did not have reasonable grounds for the declarant’sopinion.

(6) This section does not apply to a winding up commenced before October 1, 1973.RS1979-59-292; 1980-50-26.

Commencement

269. A voluntary winding up commences at the time of the passing of the specialresolution to wind up.

RS1979-59-293.

Appointment of liquidator

270. Every company, at the general meeting at which the special resolution to wind upis passed, must appoint one or more liquidators for the purpose of winding up theaffairs and distributing the assets of the company.

RS1979-59-294.

Winding up by court order

271. (1)



A company, on the application of the company, a member, director, creditor, atrustee 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 orarticles provide that the company is to be dissolved.

(4) For the purposes of this section, a member includes


(b) any other person who, in the discretion of the court, is a proper person tomake an application.

RS1979-59-295.

Powers of court

272. If an application for an order to wind up a company is made by a member on theground that it is just and equitable that the company should be wound up, thecourt, if it is of the opinion that the applicant is entitled to relief either by windingup the company or under section 200, either may make an order for winding up ormake an order under section 200 as the court considers appropriate.

RS1979-59-296.

Commencement

273. The commencement of a winding up by court order is the date of the order.RS1979-59-297.

Court must appoint liquidator

274. If the court makes an order that a company be wound up, the court, by the sameor a subsequent order, must appoint one or more liquidators for the purpose ofwinding up the affairs and distributing the assets of the company.

RS1979-59-298.

Qualification of liquidator

275. (1) A person not qualified to become or act as a receiver or receiver manager undersection 64 of the Personal Property Security Act is not qualified to become or actas a liquidator, except that with the consent in writing of all the members a personmentioned in section 64 (2) (e) of the Personal Property Security Act is qualifiedto become or act as a liquidator.

(2) Every person who has been appointed a liquidator and who is not, or who ceasesto 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.



RS1979-59-299; 1990-11-48.


Resignation and removal of liquidator

276. (1) Every liquidator appointed in a voluntary winding up may resign the office ofliquidator.

(2) Every liquidator appointed in a voluntary winding up may be removed asliquidator by a special resolution passed at a general meeting of the members ofthe company, notice of which has been given to the liquidator and the creditors ofthe company.

RS1979-59-300.

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 inForm 10 in the Second Schedule.

RS1979-59-301.

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 thevacancy and for that purpose a general meeting may be called by anymember or, if there were more liquidators than one, by the continuingliquidator, and the meeting must be held in the manner required by thearticles, and

(b) in a winding up by court order, the court may fill the vacancy onapplication of any person mentioned in section 271 (1).

RS1979-59-302.

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 ofthe 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’sremuneration, and the court may make an order it considers appropriate.

RS1979-59-303.

Validity of acts of liquidator

280. Every act of a liquidator is valid, despite any defect in the liquidator’sappointment or qualifications.



RS1979-59-304.

Offences

281. (1) Every person who acts as a liquidator and is a person who is not qualified to actas a liquidator commits an offence.

(2) Every liquidator who contravenes any provision of this Part commits an offence.RS1979-59-305.

Effect of resolution or orderfor winding up

282. If a company is being wound up,

(a) the company, from the commencement of the winding up, must cease tocarry on its business, except so far as, in the opinion of the liquidator, isrequired for its beneficial winding up, but the corporate status andcorporate powers and capacity of the company continue until it isdissolved,

(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 toor 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 theremuneration of the liquidator, must be distributed among the membersaccording to their rights and interests in the company.

RS1979-59-306.

Filing and publication ofnotice of appointment

283. (1) Every liquidator, within 10 days after appointment as liquidator, must file withthe 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 filewith the registrar notice of the new address.

(3) At the commencement of the winding up, the liquidator must publish in theGazette a notice that the company has resolved to wind up voluntarily or that thecourt has made an order that the company be wound up by court order, as the casemay be.

RS1979-59-307.

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 thecompany a notice that a meeting of the creditors of the company will beheld on a date, not being less than 21 or more than 28 days after theappointment, 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 theprincipal place of business of the company in British Columbia waslocated.

(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 listof the creditors of the company and the estimated amount of their claims, and thecreditors are at liberty to discuss any matter arising out of the statement.

RS1979-59-308.

Limitation

285. If the liquidator gives notice in writing by registered letter to a creditor of thecompany that the debt or claim of the creditor is disputed or rejected, the creditormay commence an action in respect of the debt or claim within 3 months after thenotice is given, and, in default of the commencement of the action within thattime, the debt or claim of the creditor is forever barred.

RS1979-59-309.


Custody of property

286. (1) The liquidator of a company, subject to any restrictions or directions imposed orgiven 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 beentitled, and all the company’s records, documents and instruments,

(b) subject to this Act, use the liquidator’s own discretion in realizing theassets of the company and distributing them among the creditors andmembers,

(c) keep proper accounting records,

(d) keep proper minutes of proceedings at meetings and of other mattersrelating to the winding up,

(e) cause to be stated on every invoice, order for goods and business letterissued by the liquidator or on the liquidator’s behalf on or in which thename 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 ofeach succeeding year after the commencement of the winding up, or assoon as may be convenient,

(b) present to the general meeting an account of the liquidator’s acts anddealings 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 isheld, 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.RS1979-59-310.

Liquidator to notifyminister 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 hasbeen guilty of any offence in relation to the company, the liquidator must notifythe minister.

RS1979-59-311.

Powers of liquidator288. (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 thepowers of the directors and officers, and may exercise the powers of the companythat are not required by this Act to be exercised by the company in generalmeeting.

(2) In a voluntary winding up, the company, by ordinary resolution, may direct thatthe liquidator not do certain specified things without the approval of a generalmeeting of the company or without the written consent of certain specifiedmembers, or of a certain specified number of members.

(3) In any winding up, the court may impose, either generally or with respect tocertain matters, restrictions on the exercise of the powers of a liquidator.

(SUB)Feb28/03

(4) Until required for distribution to creditors and members, cash balances held bythe liquidator may be invested as follows and any dividends or interest receivedfrom 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 theirappointment or subsequently, or, in the absence of any determination, by anynumber not less than 2.

RS1979-59-312; 1989-47-310; 2002-33-4 (B.C.Reg. 34/2003).

Sale of company forshares or debentures

289. (1) If a company is being wound up and it is proposed to transfer or sell the whole orpart of its business or property to a corporation, the liquidator of the companybeing wound up may, with the approval of a special resolution of that companythat confers on the liquidator either a general authority or an authority in respectof any particular arrangement, in compensation, or part compensation, for thetransfer or sale, receive shares, debentures or other similar interests in thecorporation for distribution among the members of the company being wound up,or may enter into any other arrangement by which the members of the companybeing wound up may, instead of receiving cash, shares, debentures or othersimilar interests, or, in addition to them, participate in the profits of or receive anyother benefit from the corporation.

(2)



If any transfer, sale or arrangement in accordance with this section involves thepayment, or any liability for payment, of money by the members of the companybeing wound up, whether to that company, the liquidator or otherwise, a membermay, not more than 7 days after the passing of the resolution, give a notice ofdissent to the liquidator, in which event section 207 applies.

(3) No special resolution referred to in subsection (1) is invalid for the purposes ofthis section merely because it is passed before or concurrently with a resolutionfor winding up the company or for appointing its liquidator.

RS1979-59-313.

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 generalmeeting, class meeting or meeting of the creditors of the company to beheld and conducted in the manner the court considers appropriate,

(b) on application by any of the persons mentioned in section 271 (1), make anorder 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 toprove their debts or claims or be excluded from the benefit of anydistribution to be made by the liquidator,

(d) in a voluntary winding up, appoint a liquidator on application by a memberif there is no liquidator acting and it is impractical or impossible to hold ageneral 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) removea liquidator and fill any vacancy in the office of the liquidator,

(f) release, on terms and conditions the court considers appropriate, aliquidator who has resigned, been removed from office, or has, in his or heropinion, 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 thecourt considers appropriate,

(h) if a liquidator does not faithfully perform the liquidator’s duties, inquireinto the matter and take the action the court considers appropriate,

(i) on application by any of the persons mentioned in section 271 (1), examineinto the conduct of any person who has taken part in the formation orpromotion of the company or any person that is a past or present director,officer, receiver, receiver manager, liquidator or member of the company ifit appears that the person has misapplied, or retained, or become liable oraccountable for, any money, or property, or breach of trust, in relation tothe company, and compel the person to repay or to restore the money, orproperty, or any part of it, with interest at the rate the court considersappropriate, or to contribute the sum to the assets of the company by wayof compensation in respect of the misapplication, retainer or breach of trustas the court considers appropriate, and this provision applies even if theconduct complained of is conduct for which the person may be liable toprosecution,

(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 matterarising under the winding up.

RS1979-59-314.

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 acompany 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 thecompany and how and to whom and for what consideration and when thecompany disposed of any part of it, except any part disposed of in theordinary course of business of the company,

(b) on request of the liquidator, deliver to the liquidator, or as the liquidatordirects, all the property of the company in the custody or under the controlof the person, and

(c) on request of the liquidator, deliver to the liquidator, or as the liquidatordirects, every accounting record, record, document and instrument in thecustody or under the control of the person and belonging to the company.

(2) Every person referred to in subsection (1) who contravenes that subsectioncommits an offence.

RS1979-59-315.

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 conductedand how the property of the company has been disposed of, and

(b) call a final general meeting of the company for the purpose of presentingthe account and giving any explanation of it.

(2) The final general meeting referred to in subsection (1) must be called bypublishing notice of it, not less than 14 days before the meeting, in the Gazettespecifying the date, time, place and object of the meeting, and no other notice isnecessary.

(3) If, within 1/2 hour after the time appointed for the final general meeting, aquorum of members is not present, the liquidator must adjourn the meeting to thesame day in the next week and, if at the adjourned meeting a quorum is notpresent within 1/2 hour after the time appointed for the meeting, the meeting mustproceed and is deemed to have been properly held.

(4) The liquidator, not more than 7 days after the final general meeting, must filewith the registrar a copy of the account and a return in Form 12 in the SecondSchedule.

RS1979-59-316.

Dissolution on completionof winding up

293. (1) The registrar, on receiving the copy of the account and the return referred to insection 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), thecourt may make an order deferring the date at which the dissolution of thecompany 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 withthe registrar before the company is dissolved under subsection (1).

RS1979-59-317.

Unclaimed or undistributed assets(ADD)Mar31/03

294. (1) In this section, "administrator" has the same meaning as in the UnclaimedProperty Act.

(AM)Mar31/03

(1.1) If a liquidator has or controls any unclaimed or undistributed assets or money ofthe company that have remained unclaimed or undistributed for more than 6months after the date on which any dividend declared by the liquidator becamepayable, the liquidator must promptly pay or deliver the same to the administratorwith a statement showing the full names and last known addresses of the personsappearing to be entitled to the assets or money and the amounts to which theyappear to be respectively entitled, and the administrator must give the liquidator areceipt which receipt is an effectual discharge to the liquidator.

(AM)Mar31/03

(2) The administrator, in respect of any money or assets paid or delivered to theadministrator under this section, may invest the money or realize the assets andinvest the proceeds, and the money so received or realized by the administrator isdeemed to be unclaimed money deposits under the Unclaimed Property Act.

RS1979-59-318; 1999-48-20 (B.C.Reg. 462/99); 2003-9-14 (B.C.Reg. 149/2003).

Disposal of books andpapers of company

295. If a company has been dissolved, the liquidator is responsible for the care andcustody of its accounting records, records, documents and instruments for 2 yearsafter the date of dissolution, but not longer.

RS1979-59-319.

Discharge by court order

296. Every order of the court releasing a liquidator discharges the liquidator from allliability in respect of any act done or default made by the liquidator in theadministration of the affairs of the company or otherwise in relation to theliquidator’s conduct in that capacity, but that order may be revoked on proof thatit was obtained by fraud or by suppression or concealment of any material fact.

RS1979-59-320.

PART 10 – Extraprovincial Companies

Part 10: Division 1 – Registration

Extraprovincial companiesrequired to be registered

297. (1) Every extraprovincial company, within 30 days after commencing to carry onbusiness in British Columbia, must be registered under this Act.



(2) An extraprovincial company licensed or registered under any former CompaniesAct that is on the register of extraprovincial companies or is restored to it inaccordance with section 262 is deemed to be registered under this Act.

RS1979-59-321.

Exception from registrationand application

298. (1) Despite section 297 (1), it is not necessary for an extraprovincial company, whoseprincipal or only business consists of the operation of one or more ships, to beregistered under this Act or to comply with this Part other than this section, if thecompany does not maintain in British Columbia a warehouse, office or place ofbusiness under its own control or under the control of a person on behalf of thecompany, and every such company may carry on business in British Columbia asif it were registered under this Act.

(2) Every person who is a resident agent or representative of an extraprovincialcompany 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’sagency, 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 FinancialInstitutions to apply for a business authorization, or

(SUB)Jan31/01

(b) is registered under section 181 of the Cooperative Association Act, exceptas provided by section 6 of that Act.

RS1979-59-322; 1989-28-7; 1990-6-71; 1992-59-51; 1999-28-220.

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 SecondSchedule, 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 ofthe charter of the company verified in a manner satisfactory to the registrar.

RS1979-59-323; 1989-28-8.

Registration

300. (1) On an extraprovincial company complying with section 299 to the satisfaction ofthe registrar and paying the prescribed fees, the registrar, subject to section 302,must register the company and issue a certificate showing that the company isregistered as an extraprovincial company under this Act.

(2) On the registration of an extraprovincial company, the registrar must publish inthe Gazette notice of its registration.



RS1979-59-324; 1981-2-36.

Effect of registration

301. (1) Subject to this Act and the laws of British Columbia, an extraprovincial companyregistered under this Act may, for the purpose of carrying on business in BritishColumbia, exercise in British Columbia the powers contained in or permitted byits charter.

(2) An extraprovincial company must not carry on any business that it is restrictedfrom carrying on by its charter, or in a manner inconsistent with it.

(3) An extraprovincial company must not carry on any business that would bebeyond the capacity of a company.

(4) No act of an extraprovincial company, including any transfer of property to, orby, an extraprovincial company, is invalid merely because the act contravenessubsection (2).

RS1979-59-325.

Refusal of registration302. (1) The registrar may refuse to register an extraprovincial company.

(REP)Oct23/03

(2) Repealed. [2003-51-10]

RS1979-59-326; 1993-38-9; 1994-37-1; 2003-51-10.

Exemption

303. Sections 301 (2) and (3) and 302 do not apply to a federal company.RS1979-59-327.

Part 10: Division 2 – Duties of Extraprovincial Companies

Attorney to be appointed for certain purposes

304. (1) Every extraprovincial company, unless under its charter its head office is inBritish Columbia, must have an attorney resident in British Columbia andauthorized by the company to accept service of process in every suit andproceeding by or against the company in British Columbia, and to receive everynotice to the company.

(2) The first attorney referred to in subsection (1) must be appointed by anextraprovincial 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 forany other reason ceases to act, the company must promptly file a notice, induplicate, in Form 14 in the Second Schedule, stating the full name and addressof the new attorney appointed by it, and the registrar must file one copy andforward the other copy with an endorsement, indicating that one copy has beenfiled, 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 insubsection (1), and



(b) the name and address of every attorney must be shown on the statementrequired by section 299, or the notice required by subsection (3) of thissection.

(5) Every attorney must in the presence of a witness sign the statement referred to insection 299 (1), or notice required by subsection (3) of this section, as evidence ofconsent to act as attorney.

RS1979-59-328.

Notices of change to be filed

305. (1) Every extraprovincial company must promptly give notice to the registrar of anychange(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 anextraprovincial company must be filed in duplicate with the registrar, who mustforward to the previous head office in British Columbia one copy endorsed by theregistrar to indicate that a copy has been filed.

RS1979-59-329.

Amalgamation of extraprovincial company

306. (1) Every extraprovincial company registered under this Act must file with theregistrar a copy, verified in a manner satisfactory to the registrar, of anyamalgamation agreement to which it is a party within one month after the date theagreement takes effect.

(2) The registrar must issue a supplementary certificate of registration in respect ofany amalgamation of an extraprovincial company and must publish a notice of itin the Gazette.

(3) From the date of a supplementary certificate referred to in subsection (2), theamalgamated extraprovincial company is seized of and holds and possesses allthe land located in British Columbia of the amalgamating extraprovincialcompanies to the extent expressed in the amalgamation agreement.

RS1979-59-330.

Amendments to charter to be filed

307. (1) Every extraprovincial company registered under this Act must file with theregistrar a copy, verified in a manner satisfactory to the registrar, of anamendment to its charter within one month after the date of the amendment.

(2) The registrar may issue a supplementary certificate of registration in respect ofany amendment to the charter of an extraprovincial company and may publish anotice of it in the Gazette.

RS1979-59-331.

Change of name

308. (1) An extraprovincial company registered under this Act must not change its nameto 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, inthe opinion of the registrar, is likely to confuse or mislead, or to a name of whichthe 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 beenincorporated by or under an Act of the Legislature or registered in BritishColumbia, or to a name so nearly resembling that name as, in the opinion of theregistrar, is likely to confuse or mislead, the registrar may order theextraprovincial company to change its name to one that the registrar approvesand, on the making of that order, section 18 (7), (8) and (9) apply accordingly.

(3) This section does not apply to a federal company.RS1979-59-332; 1981-2-37.

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 companyunder the Securities Act, a register of indebtedness to directors or officersthat 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 thoserelating to matters occurring since the incorporation or amalgamation of theextraprovincial 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 tomatters 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.RS1979-59-333.

Maintenance of and access to records

310. Any person may examine and take extracts from the records mentioned in section309, and sections 164 (5), 165, 169 and 170 apply to those records.

RS1979-59-334.

Financial statements to comply



311. Every financial statement or interim financial statement issued, circulated orpublished in British Columbia by an extraprovincial company must, with thenecessary changes and so far as is applicable, comply with section 174 and musteither(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), stateclearly on its face that it does not comply.

RS1979-59-336; 1980-50-27.

Part 10: Division 3 – Disabilities and Penalties

Unregistered extraprovincial company

312. (1) An extraprovincial company that is not registered as required by this Act is notcapable 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 BritishColumbia in the course of or in connection with its business, or

(b) acquiring or holding land or an interest in it in British Columbia orregistering any title to it under the Land Title Act.

(2) Every extraprovincial company that is not registered as required by this Actcommits an offence and is liable to a fine not exceeding $50 per day for everyday 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 accordancewith any former Companies Act,

and the company is subsequently restored to the register, subsection (1) and anyprohibition having a similar effect formerly in force must be read and construedas if no disability under subsection (1) or under that prohibition had ever attachedto the company, even if any contract was made or proceeding in respect of itinstituted, or any land or interest in it acquired or held by the company before thedate on which the company was restored, subject to the terms of any order madeby the court.

(4) Subsections (1) and (3) do not apply to a federal company.RS1979-59-337.

Offence

313. Every person who acts as an agent or representative of or in any other capacityfor 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.



RS1979-59-338.

Offence

314. Every extraprovincial company that contravenes any of the provisions of this Actthat apply to it commits an offence.

RS1979-59-339.

Onus of proof

315. In any prosecution, the onus of proving that an extraprovincial company isregistered, or is not required to be registered, or has otherwise complied with thisAct, is on the defendant.

RS1979-59-340.

Part 10: Division 4 – Dissolution of Extraprovincial Companies

Notice of appointment andchange 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.RS1979-59-341.

Final return of liquidator

317. (1) The liquidator of an extraprovincial company registered under this Act must, oncompletion of the winding up, file with the registrar a copy of the account and areturn 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, theregistration of the extraprovincial company is cancelled.

RS1979-59-342.

Extent of application ofwinding up provisions

318. The provisions of this Act relating to the winding up of companies, so far as thejurisdiction of the court extends, apply to the winding up of the affairs of anextraprovincial company.

RS1979-59-343.

Suspension or cancellationof 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.

RS1979-59-344.

Part 10: Division 5 – Limited Liability Companies

Act applies to limitedliability companies

(AM)Oct18/99

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 respectof limited liability companies.

(2) For the purposes of subsection (1), a reference in the provisions referred to in thatsubsection(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”.1997-29-4; 1999-32-20.

Registration(ADD)Oct18/99

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 tothe appointment,

(c) promptly notify the registrar, in the manner and form prescribed by theregulations, of any change in any information the limited liability companyhas provided to the registrar under this Division,

(d) keep at the head office of the limited liability company in British Columbiathe 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 thesatisfaction of the registrar, the registrar, subject to section 302 and to subsection(3) of this section, must register the limited liability company and issue acertificate showing that the limited liability company is registered as a limitedliability 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 registrarmay disapprove a name if, in the opinion of the registrar, it does not adequatelyidentify the organization as a limited liability company.

(4) After the registration of a limited liability company, the registrar must publish inthe Gazette notice of its registration.

1997-29-4.

Records(ADD)Oct18/99

319.3 Any person may examine and take extracts from the records referred to in section319.2 (1) (d) and sections 164 (5), 165, 169 and 170 apply to those records.

1997-29-4.

Liquidator(ADD)Oct18/99

319.4 (1) The liquidator of a limited liability company must file with the registrar theprescribed information.

(2) The registrar must register the records filed under subsection (1) and, 3 monthsafter the registration of the final account of the liquidation, the registration of thelimited liability company is cancelled.

1997-29-4.

Preparation of information(ADD)Oct18/99

319.5 (1) The Lieutenant Governor in Council may prescribe the form and manner in whichinformation is to be prepared, retained or filed by or for a limited liabilitycompany.

(2) Without limiting subsection (1), the Lieutenant Governor in Council may makeregulations 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 tobe filed with the registrar respecting that registration;

(b) the information and records to be filed with the registrar respectingattorneys appointed for the limited liability company;

(c) the form and manner in which an attorney appointed for a limited liabilitycompany is to evidence consent to the appointment;

(d) the information and records to be filed with the registrar respecting anychange to information filed with the registrar in relation to a limitedliability 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 financialstatements, the records to be attached to the financial statements and if andto what extent the components of the financial statements need not complywith those requirements;

(g) the information and records to be filed with the registrar in relation to, orpublished by a liquidator appointed for, a limited liability company;



(REP)Oct18/99

(h) Repealed. [1999-32-21]

(i) the form and manner in which and the time within which the informationand records referred to in the regulations are to be filed, kept or published,as the case may be.

1997-29-4; 1999-32-21.

Registration does not affect capacity(ADD)Oct18/99

319.6 Registration of a limited liability company under this Act relieves the limitedliability 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 itscapacity or powers.

1997-29-4.

PART 11 – Administration

Part 11: Division 1 – Office of Registrar

Appointment of registrar

320. A registrar of companies, and the officers and clerks necessary to enable theregistrar to perform his or her duties, must be appointed in accordance with thePublic Service Act.

RS1979-59-345.

Repealed(REP)Oct18/99

321. Repealed. [1997-29-5]

Registrar may suspendoperations of registry

321.1 (1) Despite this Act or any other enactment, when the registrar is of the opinion thatit is impracticable to provide or perform one or more of the services or functionsrequired by this Act or the regulations to be provided or performed by theregistrar or otherwise normally provided or performed by the registrar, theregistrar may, for so long as the registrar remains of that opinion, suspend any orall 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 asuspension under subsection (1) of one or more of the services provided orfunctions performed by the registrar, a record provided to the registrar forregistration or filing would have been delivered to the registrar on, or registeredor filed on, the date that the services or functions were suspended, the registrarmay 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 thatdate is deemed for all purposes to be the date on which the record was delivered,registered or filed.

1997-29-6.

Seal of office

322. The registrar must have a seal of office and may use the seal in the performanceof his or her duties.

RS1979-59-347.

No action against registrarwithout leave

323. Without the leave of the Attorney General, an action or proceeding must not bebrought or taken against the registrar for anything done or omitted to be done inthe performance or intended or purported performance of the registrar’s duties.

RS1979-59-348.

Service on registrar

324. A document may be served on the registrar by leaving it at the office of theregistrar, or mailing it by registered post addressed to the registrar at his or heroffice in Victoria.

RS1979-59-349.

Examination of registrar

325. (1) The registrar in his or her official capacity is not bound to attend, under anysubpoena, order or summons issued from any court in British Columbia, whetherthe subpoena, order or summons is directed to the registrar personally or in theregistrar’s official capacity, as a witness for examination, or to produce anydocument kept, filed or registered by him or her as registrar under this or anyother Act.

(2) The registrar may be examined and be required to produce documents under acommission or otherwise at the registrar’s office.

RS1979-59-350.

Correction of register

326. (1) The registrar, on being satisfied that an error or omission exists and as to the truefacts to be registered or noted, may correct the error or omission contained in anyregister or record kept by the registrar.

(2) Any correction made by the registrar under subsection (1) must be initialed anddated by the registrar.

RS1979-59-351.

Declaration as evidence

327. Every declaration issued by the registrar under his or her hand is proof in theabsence of evidence to the contrary of any matters stated in it relating to therecords of the registrar’s office.

RS1979-59-352.



Certificate as conclusive evidence

328. Every certificate required by this Act to be issued by the registrar must be issuedunder the registrar’s hand or the hand of a person designated as a signing officerby the Lieutenant Governor in Council and is conclusive evidence that everyrequirement of this Act in respect of the matters certified in it and of mattersprecedent to it have been complied with.

RS1979-59-353.

Microfilm, etc.

329. If a document is registered in the office of the registrar, the registrar may have thedocument photocopied or otherwise reproduced, and the reproduction is for allpurposes deemed to be the document photographed or reproduced.

RS1979-59-353.1; 1990-11-50.

Validity of documentsissued by registrar

330. Every document purporting to be issued by the registrar under the registrar’s handor the hand of a person designated as a signing officer by the LieutenantGovernor in Council must be received in evidence and, unless the contrary isshown, is deemed to have been so issued, and it is not necessary to prove thehandwriting or official position of the registrar or person designated by theLieutenant Governor in Council.

RS1979-59-354.

Signature of registrar

331. The signature of the registrar on the following documents may be printed orotherwise 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.RS1979-59-354.1; 1989-28-9.

Appeals to court(SUB)Oct23/03

332. (1) In this section:

"decision" means a direction, decision, order or ruling of a decision maker, or a refusalby a decision maker;"decision maker" , in relation to a decision in respect of which an appeal is beingmade, 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 afterthe 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.

2003-51-11.

Part 11: Division 2 – Records Filed With the Registrar

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 anannual report containing information as to the last anniversary date.

RS1979-59-356; 1981-2-38; 1985-51-9.

Form of annual report

334. The annual report of a company must be in the form of, and contain theinformation required by, Form 16 in the Second Schedule.

RS1979-59-357.

Extraprovincial companyto file annual report

335. Every extraprovincial company registered under this Act must file with theregistrar, within 2 months after each anniversary date of the extraprovincialcompany’s registration in British Columbia, an annual report made up to thatanniversary date, in accordance with Form 17 of the Second Schedule.

RS1979-59-358; 1981-2-39.

Inspection and copiesof 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 truecopy.

(2) Every copy of a document referred to in subsection (1) (a), certified to be a truecopy by the registrar under the registrar’s hand and seal, is admissible in evidencein place of the original document.



RS1979-59-359.

Registrar may refuseto 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 beappropriately amended or completed and resubmitted, or that a new document besubmitted in its place.

(SUB)Oct23/03

(2) Repealed. [2003-51-12]

RS1979-59-360; 2003-51-12.

Requirement as todocuments filed

(SUB)May10/02

338. (1) A record, document or instrument that is, by this Act, required or permitted to befiled 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 BritishColumbia 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 anotarially certified English translation, or

(b) require a company or extraprovincial company that has filed or registered adocument that is not in the English language to file or register a notariallycertified copy of the document.

(4) If the registrar imposes a requirement under subsection (3) (b) on a company orextraprovincial company, the registrar must notify it by registered letter addressedto its head office at the address on file with the registrar.

RS1979-59-361; 1985-51-10; 2002-17-1.

Enforcement of dutyto make returns

339. (1) If a company or an extraprovincial company or its receiver manager, liquidator orreceiver of property, has failed to file with the registrar any document required tobe filed by this Act, the registrar, or any director, member, debentureholder orcreditor of the company or the extraprovincial company, may serve the personrequired to make the filing with notice requiring the person to file the documentwith the registrar.

(2) If the person referred to in subsection (1) fails to file the document within 14 daysafter 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 companyreferred to in subsection (1) as the court considers appropriate.

(3) Nothing in this section prejudices the operation of any enactment imposingpenalties in respect of any default.

RS1979-59-362.

Consequence of companyin default

340. If a company or an extraprovincial company or any director or officer of it hasfailed to send to, or file with, the registrar any document required to be filed bythis or any former Companies Act, the registrar, until any lawful requirementimposed by him or her has been fulfilled, may refuse to accept any resolution orother filing of the company or extraprovincial company and may refuse to issueany certificate to the company or extraprovincial company.

RS1979-59-363.

Cooperation with other jurisdiction

341. On receipt by the registrar from the registrar of companies or other similarofficial of another jurisdiction of a notice advising that a company has beenempowered 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 regulationprescribes.

RS1979-59-364.

Part 11: Division 3 – Offences and Penalties

Misleading statements an offence

342. (1) Every person who makes or assists in making a statement in any documentrequired to be made by or for the purposes of this Act or the regulations that, atthe time and in the light of the circumstances under which it was made, is false ormisleading 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 anoffence and is liable to a fine of not more than $2 000 or to imprisonment for aterm 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 notknow that the statement was false or misleading and, with the exercise of



reasonable diligence, could not have known that the statement was false ormisleading.

RS1979-59-365.

Offence of directors and officers

343. If a corporation commits an offence against this Act, every director or officer of itwho authorized, permitted or acquiesced in the offence commits an offence and isliable on conviction to a fine of not more than $2 000.

RS1979-59-366.

Offence Act

344. Sections 4 and 5 of the Offence Act do not apply to a person who does or omits todo any act contrary to this Act.

RS1979-59-367.

General penalty

345. Unless otherwise provided in this Act, every person who commits an offenceagainst this Act is liable on conviction to a fine of not less than $50 and not morethan $2 000.

RS1979-59-368; 1980-50-28.

Limitation of time forlaying information

346. Unless otherwise provided in this Act, every information in respect of an offenceagainst this Act must be laid within 12 months after the time when the subjectmatter of the proceedings arose.

RS1979-59-369.

Application of fines

347. Every fine imposed by a court under this Act must, despite any other Act, be paidin accordance with the Provincial Court Act.

RS1979-59-370.

Part 11: Division 4 – Forms, Fees and Regulations

Forms

348. (1) The forms in the Second Schedule, or forms as near to them as circumstancespermit, 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 toor replace any of the forms in the Second Schedule or add new forms to theSchedule and publish the revised or new form in the Gazette, and afterpublication the new form has the same force as if it were included in the SecondSchedule.

RS1979-59-371; 1987-56-56; 1989-28-10.



Fees

349. (1) There must be paid to the registrar in respect of the matters mentioned in theThird Schedule the fees specified in it, and payment of the prescribed fee is acondition precedent to the registrar accepting any filing and taking any otheraction under this Act.

(2) Every fee paid to the registrar under this Act must be paid into the consolidatedrevenue fund.

RS1979-59-372.

Regulations350. (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;

(REP)Apr21/97

(c) Repealed. [1999-32-15]

(d) respecting rules and orders, forms and directions for carrying out this Actor for regulating procedure or establishing practice under this Act;

(e) respecting any matter he or she considers necessary for carrying out thepurposes of this Act, including matters in respect of which no express oronly partial or imperfect provision has been made;

(f) creating offences and prescribing penalties for the breach of anyregulations 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 theform of the statement and the information to be contained in the statement;

(REP)Jun20/03

(i) Repealed. [2003-45-1]

(ADD)Oct18/99

(j) respecting the location and hours for the office of the registrar;

(ADD)May10/02

(k) respecting the manner and form in which, and the method by which,records and information may be provided or submitted to, or provided orcertified by, the registrar;

(ADD)May10/02

(l) prescribing records and information that must be provided or submitted tothe registrar in, or in conjunction with, any record provided to the registraror submitted to the registrar for filing, with power to prescribe differentrecords and information for different situations;

(ADD)May10/02

(m) respecting the manner in which, and the method by which, records andinformation may be mailed, sent or otherwise provided, and therequirements that a person must meet to mail, send or otherwise provide orreceive records or information in an electronic or other format for thepurposes of this Act, with power to prescribe different manners, methodsand requirements for different records, information and situations.

(3) If the regulations require a statement of particulars to accompany a documentsubmitted for filing or registration, the registrar(a)



must refuse to accept the document unless it is accompanied by thestatement of particulars, and

(b) is not required to provide any person with information from the documentso long as the registrar provides information from the statement ofparticulars.

RS1979-59-374; 1984-25-8; 1985-42-7; 1990-11-51; 1999-32-15; 1997-29-7; 2002-17-2; 2003-45-1.

RS1979-59-First Sch.

TABLE A

[Sections 6 and 350 (2) (b)]

Articles

(Name of Company)

PART 1 – Interpretation1.1 In these articles, unless the context otherwise requires:

"directors" means the directors of the company for the time being;

"Company Act" means the Company Act of British Columbia from time to time in forceand all amendments to it;

"register" means the register of members to be kept under the Company Act;

"registered address" of a member means his or her address as recorded in the register;

"registered address" of a director means his or her address as recorded in the company'sregister of directors to be kept under the Company Act.

1.2 Words importing the singular include the plural and vice versa, and words importing amale person include a female person and a corporation.

1.3 The definitions in the Company Act on the date these articles become effective applyto these articles with the necessary changes and so far as are applicable.

PART 2 – Shares2.1 Before allotting any shares the directors must first offer those shares pro rata to the

members; but if there are classes of shares, the directors must first offer the shares tobe allotted pro rata 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 pro rata tothe other members. The offer must be made by notice specifying the number of sharesoffered and limiting a time for acceptance. After the expiration of the time foracceptance or on receipt of written confirmation from the person to whom the offer ismade that he or she declines to accept the offer, and if there are no other membersholding shares who should first receive an offer, the directors may for 3 monthsthereafter offer the shares to such persons and in such manner as they think mostbeneficial to the company; but the offer to those persons must not be at a price lessthan or on terms more favourable than the offer to the members.

2.2 Every share certificate issued by the company must be in such form as the directorsapprove and must comply with the Company Act.



2.3 If any share certificate is worn out or defaced, then, on production of that certificate tothe directors, they may order the same to be cancelled and may issue a new certificatein place of that certificate; and if any share certificate is lost or destroyed, then, onproof of the loss or destruction to the satisfaction of the directors, on paying thecompany the fee prescribed in Article 18.1, and on giving such indemnity as thedirectors consider adequate, a new certificate in place of the lost or destroyedcertificate must be issued to the party entitled to it.

2.4 A share certificate registered in the names of 2 or more persons must be delivered tothe person first named on the register.

PART 3 – Transfer of Shares3.1 The instrument of transfer of any share must be in writing in the following form or in

any usual or common form or any other form that the directors may approve:I/We, ............................................., in consideration of $ ............. paid to me/us by............................................. of ............................................. (the "transferee"), herebytransfer to the transferee [number and class, if any] shares in [name of company] tohold unto the transferee, his or her personal representatives and assignees, subject tothe several conditions on which I/we held the same at the time of the execution of thisassignment; and the transferee, by acceptance of this assignment, agrees to take thoseshares subject to those conditions.Signed ...................................................... [month, day, year].

......................................................[Signature of transferor(s)]

Witness to the signature of the transferor(s): ................................................................If the directors so require, each instrument of transfer must be in respect of only oneclass of shares.

3.2 Every instrument of transfer must be executed by the transferor and left at theregistered office of the company or of its transfer agent or registrar for registration,together with the share certificate for the shares to be transferred and such otherevidence, if any, as the directors or the transfer agent or registrar may require to provethe title of the transferor or his or her right to transfer the shares. All instruments oftransfer which are registered must be retained by the company or its transfer agent orregistrar, but any instrument of transfer that the directors decline to register must bereturned to the person depositing it, together with the share certificate whichaccompanied it when tendered for registration. The transferor remains the holder of theshare until the name of the transferee is entered on the register in respect of that share.

3.3 The signature of the registered owner of any shares or of his or her duly authorizedattorney on the form of transfer constitutes an authority to the company to register theshares specified in the form of transfer in the name of the person named in that form astransferee or, if no person is so named, then in any name designated in writing by theperson depositing the share certificate and the form of transfer with the company or itsagents.

3.4 Neither the company nor any director, officer or agent is bound to inquire into the titleof the transferee of those shares to be transferred or is liable to the registered or anyintermediate owner of those shares, for registering the transfer.

PART 4 – Transmission of Shares4.1 In the case of the death of a member, the legal personal representative of the deceased

must be the only person recognized by the company as having any title to or interest inthe shares registered in the name of the deceased. Before recognizing any legalpersonal representative, the directors may require him or her to produce the original ora court certified or authenticated copy of the grant of representation, will, order orother instrument or other evidence of the death under which title of the shares isclaimed to vest.

4.2 Any person who becomes entitled to a share as a result of the death or bankruptcy ofany member on producing the evidence required by section 64 of the Company Act, orwho becomes entitled to a share as a result of an order of a court of competentjurisdiction or a statute, on producing such evidence as the directors think sufficientthat he or she is so entitled, may be registered as holder of the share or may transfer the



share.

PART 5 – Alteration of Capital and Shares5.1 Except as otherwise provided by conditions imposed at the time of creation of any new

shares or by these articles, any addition to the authorized capital resulting from thecreation of new shares is subject to the provisions of these articles.

PART 6 – Borrowing Powers6.1 The directors may from time to time at their discretion authorize the company to

borrow any sum of money for the purposes of the company and may raise or secure therepayment of that sum in such manner and on such terms and conditions, in allrespects, as they think fit, including, without limitation, by the issue of bonds ordebentures, or any mortgage or charge, whether specific or floating, or other securityon the undertaking or all or any part of the property of the company, both present andfuture.

6.2 The directors may make any debentures, bonds or other debt obligations issued by thecompany, by their terms, assignable free from any equities between the company andthe person to whom they may be issued, or any other person who lawfully acquiresthem by assignment, purchase or otherwise.

6.3 The directors may authorize the issue of any debentures, bonds or other debtobligations of the company at a discount, premium or otherwise, and with special orother rights or privileges as to redemption, surrender, drawings, allotment of orconversion into shares, attending at general meetings of the company, and otherwise asthe directors may determine at or before the time of issue.

PART 7 – General Meetings7.1 The general meetings of the company must be held at such time and place, in

accordance with the Company Act, as the directors appoint.

7.2 Every general meeting, other than an annual general meeting, must be called anextraordinary general meeting.

7.3 The directors may, whenever they think fit, convene an extraordinary general meeting.

7.4 Notice of a general meeting must specify the place, the day and the hour of meeting,and, in case of special business, the general nature of that business. The accidentalomission to give notice of any meeting to, or the nonreceipt of any notice by, any ofthe members entitled to receive notice does not invalidate any proceedings at thatmeeting.

7.5 If any special business includes the presenting, considering, approving, ratifying orauthorizing the execution of any document, then the portion of any notice relating tothat document is sufficient if it states that copy of the document or proposed documentis or will be available for inspection by members at an office of the company in BritishColumbia or at one or more designated places in British Columbia during businesshours on any specified or unspecified working day or days prior to the date of themeeting and at the meeting.

PART 8 – Proceedings at General Meetings8.1 The following business at a general meeting is deemed to be special business:

(a) all business at an extraordinary general meeting;

(b) all business that is transacted at an annual general meeting, with the exception ofthe consideration of the financial statement and the report of the directors andauditors, the election of directors, the appointment of the auditors and such otherbusiness as, under these articles, ought to be transacted at an annual generalmeeting, or any business which is brought under consideration by the report of thedirectors issued with the notice convening the meeting.

8.2 Business other than the election of a chair and the adjournment or termination of themeeting must not be conducted at any general meeting at any time when a quorum isnot present. If at any time during a general meeting there ceases to be a quorum



present, any business then in progress is suspended until there is a quorum present oruntil the meeting is adjourned or terminated, as the case may be.

8.3 If within a half an hour from the time appointed for a general meeting a quorum is notpresent, the meeting, if convened on the requisition of members, is terminated; but inany other case, it stands adjourned to the same day in the next week, at the same timeand place, and if, at the adjourned meeting, a quorum is not present within half an hourfrom the time appointed for the meeting, the members present are a quorum.

8.4 Subject to Article 8.5, the president of the company, or in the president's absence, oneof the directors present, must preside as chair of every general meeting.

8.5 If at any general meeting there is no president or director present within 15 minutesafter the time appointed for holding the meeting or if the president and all the directorspresent are unwilling to act as chair, the members present must choose one of theirnumber to be chair.

8.6 The chair of a general meeting may, with the consent of any meeting at which aquorum is present, and must, if so directed by the meeting, adjourn the meeting fromtime to time and from place to place, but business must not be transacted at anyadjourned meeting other than the business left unfinished at the meeting from whichthe adjournment took place. When a meeting is adjourned for 10 days or more, noticeof the adjourned meeting must be given as in the case of the original meeting. Exceptas stated above, it is not necessary to give any notice of an adjournment or of thebusiness to be transacted at an adjourned general meeting.

8.7 No resolution proposed at a meeting need be seconded, and the chair of any meeting isentitled to move or propose a resolution.

8.8 In case of an equality of votes, the chair must not, either on a show of hands or on apoll, have a casting or second vote in addition to the vote or votes to which he or shemay be entitled as a member.

8.9 In the case of any dispute as to the admission or rejection of a vote, the chair mustdetermine the same, and his or her determination made in good faith is final andconclusive.

8.10 A member entitled to more than one vote need not, if he or she votes, use all themember's votes or cast all the votes he or she uses in the same way.

8.11 Subject to Article 8.12, if a poll is duly demanded, it must be taken in such manner andat such time, within 7 days after the date of the meeting, and place as the chair of themeeting directs. The result of the poll is deemed to be the resolution of the meeting atwhich the poll is demanded. A demand for a poll may be withdrawn.

8.12 A poll demanded on a question of adjournment must be taken at the meeting withoutadjournment.

8.13 The demand for a poll does not, unless the chair so rules, prevent the continuance of ameeting for the transaction of any business other than the question on which a poll hasbeen demanded.

PART 9 – Votes of Members9.1 Subject to any rights or restrictions for the time being attached to any class or classes

of shares, on a show of hands every member present in person has one vote, and on apoll every member, present in person or by proxy, has one vote for each share he orshe holds.

9.2 Any person who is not registered as a member, but is entitled to vote at any generalmeeting in respect of a share, may vote the share in the same manner as if he or shewere a member; but, unless the directors have previously admitted the person's right tovote at that meeting in respect of the share, the person must satisfy the directors of hisor her right to vote the share before the time for holding the meeting, or adjournedmeeting, as the case may be, at which the person proposes to vote.

9.3 If there are joint members registered in respect of any share, any one of the jointmembers may vote at any meeting, either personally or by proxy, in respect of theshare as if he or she were solely entitled to it. If more than one of the joint members ispresent at any meeting, personally or by proxy, the joint member present whose namestands first on the register in respect of the share is alone entitled to vote in respect ofthat share. Several executors or administrators of a deceased member in whose sole



name any share stands are, for the purpose of this article, deemed to be joint members.

9.4 Subject to section 159 of the Company Act, a corporation which is a member may voteby its duly authorized representative who is entitled to speak and vote either in personor by proxy, and in all other respects exercise the rights of a member, and thatrepresentative must be considered as a member for all purposes in connection with anymeeting of the company.

9.5 A member for whom a committee has been duly appointed may vote, whether on ashow of hands or on a poll, by his or her committee, and that committee may appoint aproxyholder.

9.6 Unless the directors otherwise determine, the instrument appointing a proxyholder andthe power of attorney or other authority, if any, under which it is signed or a notariallycertified copy of it must be deposited at a place specified for that purpose in the noticeconvening the meeting not less than 48 hours before the time for holding the meetingat which the proxyholder proposes to vote, or must be deposited with the chair of themeeting prior to the commencement of the meeting.

9.7 A vote given in accordance with the terms of an instrument of proxy is valid despitethe previous death or incapability of the member or revocation of the proxy or of theauthority under which the proxy was executed, or the transfer of the share in respect ofwhich the proxy is given, but only if no intimation in writing of the death, incapability,revocation or transfer has been received at the registered office of the company or bythe chair of the meeting or adjourned meeting before the vote is given.

9.8 Unless, in the circumstances, the Company Act requires any other form of proxy, aninstrument appointing a proxyholder, whether for a specified meeting or otherwise,must be in the form following, or in any other form that the directors approve:

[Name of Company]

The undersigned hereby appoints ............................, of ..................... (or failing him orher ............................., of ...................................), as proxy for the undersigned toattend at and vote for and on behalf of the undersigned at the general meeting of thecompany to be held on ................................ [month, day, year], and at any adjournmentof that meeting.Signed .......................................... [month, day, year].

......................................... (Signature of member)

PART 10 – Directors10.1 The directors may exercise all such powers and do all such acts and things as the

company may exercise and do, and which are not by these articles or by statute orotherwise lawfully directed or required to be exercised or done by the company ingeneral meeting, but subject, nevertheless, to the provisions of all laws affecting thecompany and of these articles and to any rules, not being inconsistent with thesearticles, which are made from time to time by the company in general meeting; but norule, made by the company in general meeting, invalidates any prior act of thedirectors that would have been valid if that rule had not been made.

10.2 The number of directors is 3, unless otherwise determined by ordinary resolution.

10.3 A director is not required to have any share qualification.

PART 11 – Retirement and Election of Directors11.1 At the first annual general meeting, and at every succeeding annual general meeting,

all the directors must retire from office, but are eligible for election again. At everyannual general meeting the members must fill up the vacated offices by electing a likenumber of directors and, whenever the number of retiring directors is less than themaximum number for the time being required by or determined under Article 10.2,they may also elect such further number of directors, if any, as the company thendetermines, but the total number of directors elected must not exceed that maximum.

11.2 If, at any general meeting at which an election of directors ought to take place, theplaces of the retiring directors are not filled up, such of the retiring directors as may be



requested by the newly elected directors, if willing, continue in office until further newdirectors are elected either at an extraordinary general meeting specially convened forthat purpose or at the annual general meeting in the next or some subsequent year,unless it is determined to reduce the number of directors.

11.3 If the company removes any director before the expiration of the director's period ofoffice and appoints another person in his or her stead, the person so appointed holdsoffice only during such time as the director in whose place he or she is appointedwould have held the office if the director had not been removed.

11.4 The directors have power at any time and from time to time to appoint any person as adirector to fill a casual vacancy in the directors. Any director so appointed holds officeonly until the conclusion of the next following annual general meeting of the company,but is eligible for election again at that meeting.

PART 12 – Proceedings of Directors12.1 The directors may meet together at such places as they think fit for the dispatch of

business, adjourn and otherwise regulate their meetings and proceedings, as they seefit. The directors may from time to time fix the quorum necessary for the transaction ofbusiness and unless so fixed the quorum is a majority of the directors then in office.The president of the company is chair of all meetings of the directors; but if at anymeeting the president is not present within 30 minutes after the time appointed forholding the meeting, the directors present may choose one of their number to be chairat that meeting. A director may at any time, and the secretary, on the request of adirector, must convene a meeting of the directors.

12.2 The directors, or any committee of directors, may take any action required or permittedto be taken by them and may exercise all or any of the authorities, powers anddiscretions for the time being vested in or exercisable by them by resolution eitherpassed at a meeting at which a quorum is present or consented to in writing undersection 125 of the Company Act.

12.3 The directors may delegate any, but not all, of their powers to committees consistingof such director or directors as they think fit. Any committee so formed in the exerciseof the powers so delegated must conform to any rules that may from time to time beimposed on it by the directors, and must report every act or thing done in exercise ofthose powers to the earliest meeting of the directors to be held next after it has beendone.

12.4 A committee may elect a chair of its meetings; if no chair is elected, or if at anymeeting the chair is not present within 30 minutes after the time appointed for holdingthe meeting, the directors present who are members of the committee may choose oneof their number to be chair of the meeting.

12.5 The members of a committee may meet and adjourn as they think proper. Questionsarising at any meeting are determined by a majority of votes of the members present,and in case of an equality of votes, the chair has a second or casting vote.

12.6 For the first meeting of the directors to be held immediately following the appointmentor election of a director or directors at an annual or other general meeting ofshareholders, or for a meeting of the directors at which a director is appointed to fill avacancy in the directors, it is not necessary to give notice of the meeting to the newlyelected or appointed director or directors for the meeting to be duly constituted, as longas a quorum of the directors is present.

12.7 Any director of the company who may be absent temporarily from British Columbiamay file, at the registered office of the company, a waiver of notice which may be byletter, telegram, telex or cable, of any meeting of the directors and may, at any time,withdraw the waiver, and until the waiver is withdrawn, a notice of meetings ofdirectors need not be sent to that director; and any and all meetings of the directors ofthe company, notice of which has not been given to that director, is, if a quorum of thedirectors is present, valid and effective.

12.8 Questions arising at any meeting of the directors must be decided by a majority ofvotes. In case of an equality of votes, the chair has a second or casting vote.

12.9 No resolution proposed at a meeting of directors need be seconded, and the chair ofany meeting is entitled to move or propose a resolution.



PART 13 – Officers13.1 All appointments of officers must be made at such remuneration, whether by way of

salary, fee, commission, participation in profits or otherwise as the directors think fit.

PART 14 – Execution of Instruments14.1 The directors may provide a common seal for the company and for its use and they

have power from time to time to destroy the seal and substitute a new seal in place ofthe seal destroyed.

14.2 Subject to the Company Act, the directors may provide for use in any other province,state, territory or country an official seal, which must be a facsimile of the commonseal of the company, with the addition on its face of the name of the province, state,territory or country where it is to be used.

PART 15 – Dividends15.1 The directors may declare dividends and fix the date of record and the date for

payment of them.

15.2 Subject to the terms of shares with special rights or restrictions, all dividends must bedeclared according to the number of shares held.

15.3 Dividends may be declared to be payable out of the profits of the company. A dividendmust not bear interest against the company.

15.4 A resolution declaring a dividend may direct payment of the dividend wholly or partlyby the distribution of specific assets or of paid up shares, bonds, debentures or otherdebt obligations of the company, or in any one or more of those ways and, if anydifficulty arises in regard to the distribution, the directors may settle the difficulty asthey think expedient, and in particular may fix the value for distribution of specificassets, and may determine that cash payments must be made to a member on the basisof the value so fixed in place of fractional shares, bonds, debentures or other debtobligations in order to adjust the rights of all parties, and may vest any of thosespecific assets in trustees on such trusts for the persons entitled as may seem expedientto the directors.

15.5 Any dividend or other money payable in cash in respect of a share may be paid bycheque sent through the post to the member in a prepaid letter, envelope or wrapperaddressed to the member at his or her registered address, or in the case of jointmembers, to the registered address of the joint member who is the first named on theregister, or to such person and to such address as the member or joint members, as thecase may be, in writing direct. Any one of 2 or more joint members may give effectualreceipts for any dividend or other money payable or assets distributable in respect of ashare held by them.

15.6 No notice of the declaration of a dividend need be given to any member.

15.7 The directors may, before declaring any dividend, set aside out of the profits of thecompany such sums as they think proper as a reserve or reserves which, at thediscretion of the directors, are applicable for meeting contingencies, or for equalizingdividends, or for any other purpose to which the profits of the company may beproperly applied, and pending that application may, at the like discretion, either beemployed in the business of the company or be invested in such investments, otherthan shares of the company, as the directors may from time to time think fit.

PART 16 – Accounts16.1 The directors must cause records and books of accounts to be kept as necessary to

record properly the financial affairs and conditions of the company and to comply withthe statutes applicable to the company.

PART 17 – Notices17.1 A notice may be given to any member or director, either personally or by sending it by

post to him or her in a prepaid letter, envelope or wrapper addressed to the member or



director at his or her registered address.

17.2 A notice may be given by the company to joint members in respect of a shareregistered in their names by giving the notice to the joint member first named in theregister of members in respect of that share.

17.3 A notice may be given by the company to the persons entitled to a share inconsequence of the death or bankruptcy of a member by sending it through the post ina prepaid letter, envelope or wrapper addressed to them by name, or by the title ofrepresentatives of the deceased, or trustee of the bankrupt, or by any like description,at the address, if any, supplied for the purpose by the persons claiming to be soentitled, or, until that address has been so supplied, by giving the notice in any mannerin which the notice might have been given if the death or bankruptcy had not occurred.

17.4 Any notice or document sent by post to, or left at, the registered address of anymember, is, even though that member is then deceased, and whether or not thecompany has notice of his or her death, deemed to have been duly served in respect ofany registered shares, whether held solely or jointly with other persons by thatdeceased member, until some other person is registered in his or her stead as themember or joint member in respect of those shares, and that service is for all purposesof these articles deemed to be a sufficient service of such notice or document on his orher personal representatives and all persons, if any, jointly interested with him or herin those shares.

17.5 Any notice sent by post is deemed to have been served on the second day followingthat on which the letter, envelope or wrapper containing the notice is posted, and inproving service it is sufficient to prove that the letter, envelope or wrapper containingthe notice was properly addressed and put in a Canadian government post office,postage prepaid.

17.6 Notice of every general meeting must be given in any manner authorized above to

(a) every member holding a share or shares carrying the right to vote at suchmeetings on the record date or, if no record date was established by the directors,on the date of the meeting; and

(b) every person on whom the ownership of a share devolves because he or she is alegal personal representative or a trustee in bankruptcy of a member where themember but for his or her death or bankruptcy would be entitled to receive noticeof the meeting.

No other person is entitled to receive notices of general meetings.

PART 18 – Fees18.1 The company must charge the following fees:

(a) to issue a new certificate in exchange for a defaced or worn out certificate orto replace a lost or destroyed certificate under section 54 of the CompanyAct, per new certificate

$1;

(b) to issue new certificates in exchange for an existing certificate under section50 of the Company Act, per new certificate

$1.

RS1979-59-Second Sch; 1980-50-30, 31; B.C.Regs. 402/81; 573/82; 208/83; 372/85; 217/88; 201/89; 138/92; 265/92; 4/94; 60/94; 252/96; 320/99;90/2002.

[Section 348 (2)]

FORM 1

(Section 5)



COMPANY ACT

MEMORANDUM

I/We wish to be formed into a company with limited liability under the Company Act in pursuance of this memorandum.

The name of the company is [see note (a)] ".......................................".1. The company is restricted from carrying on: [see note (b)] ........................... .2. The company is restricted from exercising the following powers: [see note (c)] ............................... .3. The authorized capital of the company consists of ............................... shares divided into............................ shares with a par value of ......................... each and ......................... shares withoutpar value. [see note (d)]

4.

I/We agree to take the number [and kind] [and class] of shares in the company set opposite my/ourname(s). [see notes (e) and (f)]

5.

Full Name(s), Resident Address(es) andOccupation(s) of Subscriber(s)

Number (and Kind) (and Class)of Shares Taken by Subscriber(s)

Total shares taken .......................................

Dated ................................... [month, day, year].

[Note:–

(a) See section 16.

(b) List businesses the company is NOT to carry on. If no restrictions other than those provided by law apply (see Part 2),delete this paragraph.

(c) List powers the company is NOT to exercise. If no restrictions other than those provided by law are to apply (see Part 2),delete this paragraph.

(d) In paragraph 4 omit reference to shares without par value if there are only shares with par value; omit reference to shareswith par value if there are only shares without par value. If the shares are of both kinds, see section 19 (3) as to theirdescription.

(e) Add any additional provisions here.

(f) The provisions of the memorandum may only be altered to the extent and in the manner provided by Part 8.]

FORM 2

(Section 5)

COMPANY ACT

MEMORANDUM

I/We wish to be formed into a specially limited company under the Company Act in pursuance of this memorandum.



The name of the company is "........................................ (Non-personal Liability)". [see note (a)]1. The businesses that the company is permitted to carry on are restricted to the following: [see note (b)]

(a) exploring for, developing, mining, smelting, milling and refining minerals and coal;(b) exploring for, developing and producing petroleum and natural gas.

2.

The company is restricted from exercising the following powers: [see note (c)](a) to lend money to or guarantee the contract of any person or corporation, wherever incorporated;(b) to raise or assist in raising money for, or to aid by way of bonus, loan, promise, endorsement, guarantee ofdebentures or other securities, or otherwise, any person or corporation, wheresoever incorporated.

3.

The authorized capital of the company consists of ................................ shares divided into ................................ shares with apar value of .............................. each and ........................ shares without par value. [see note (d)]

4.

I/We agree to take the number [and kind] [and class] of shares in the company set opposite my/our names.5.

Full Name(s), Resident Address(es) andOccupation(s) of Subscriber(s)

Number (and Kind) (and Class)of Shares Taken by Subscriber(s)

Total shares taken .......................................

Dated ................................... [month, day, year].

[Note:–

(a) See section 16.

(b) Paragraph 2 may not be added to, but deletions are permitted.

(c) Paragraph 3 may be added to, but deletions are not permitted.

(d) In paragraph 4 omit reference to shares without par value if there are only shares with par value; omit reference to shareswith par value if there are only shares without par value. If the shares are of both kinds, see section 19 (3) as to theirdescription.

(e) Add any additional provisions here.

(f) The provisions of the memorandum may only be altered to the extent and in the manner provided by Part 8.]

FORM 3

(Section 8)



FORM 4

(Section 40)



FORM 5

(Section 99)

COMPANY ACT

NOTICE OF APPOINTMENT OF RECEIVER ORRECEIVER MANAGER OF A CORPORATION

Certificate ofIncorporation orExtraprovincialRegistration No. ...........



I,........................................................................................................... (Name and address of receiver or receiver manager) hereby givenotice that:

I was appointed the receiver of[see note (a)] .......................................................................................... (Property)of [see note (b)] ............................................................................ (Name of corporation)on [see note (c)] .......................................................................... [month, day, year]

or

1.

I was appointed the receiver managerof [see note (b)] ............................................................................. (Name of corporation)on [see note (c)] .......................................................................... [month, day, year]

1.

The instrument under which I was appointed is [see note (d)] .............. Dated ........................ [month, day, year](Signature) ........................................................Receiver or receiver manager.

2.

[Note:–

(a) Insert short description of property.

(b) Insert name of corporation whose property is affected.

(c) Section 99 requires this notice to be filed within 7 days after the appointment.

(d) Insert particulars of the instrument or court order by which the appointment was made. If theappointment was made under a mortgage filed with the Registrar of Companies, particulars of thatmortgage must also be given.]

FORM 6

(Section 99)

COMPANY ACT

NOTICE OF CEASING TO ACT AS RECEIVEROR RECEIVER MANAGER


I, ............................................................................ (Name of receiver) ceased to act as receiver

of property of [see note (a)] ........................................................................................on [see note (b)] .......................................................................... [month, day, year]

or

I, ........................................................................... (Name of receiver manager) ceased to act as receiver manager

of [see note (a)] ..................................................................................................on [see note (b)] .......................................................................... [month, day, year]



Dated .......................................................................... [month, day, year]

(Signature) .......................................................Receiver or receiver manager.

[Note:–

(a) Insert name of corporation.

(b) Insert date the receiver or receiver manager ceased to act. Section 99 requires this notice to be filed within 7 days afterceasing to act.]

FORM 7

(Section 99)

COMPANY ACT

RETURN OF FINAL ACCOUNT OF RECEIVER OR RECEIVER MANAGER


I, ........................................................, receiver of property of ............................................ or receiver manager of [name of corporation]hereby inform you that I have completed my duties as receiver or receiver manager and certify that the final account of myadministration, filed with this return, is true and correct.


(Signature) .......................................................Receiver or receiver manager.

[Note:–

(a) This form must be filed with the Registrar of Companies, Victoria, B.C., within 7 days after completion of the duties ofthe receiver or receiver manager.

(b) Attach final account to this form.]

FORM 8

(Section 113)



FORM 9

(Section 132)



FORM 10

(Sections 277 and 318)

COMPANY ACT

NOTICE OF LIQUIDATOR CEASING TO ACT


I, ........................................... of .............................................. ceased to act as liquidator of the company referred to below on the dateand for the reason stated below:

Name of company............................................................................................................



Date of cessation............................................................................................................Reason for cessation.......................................................................................................Dated .......................................................................... [month, day, year](Signature) .......................................................

[Note – Section 277 requires this form to be filed within 7 days after the liquidator ceases to act.]

FORM 11

(Section 283)

COMPANY ACT

NOTICE OF APPOINTMENT OF LIQUIDATOR

Certificate ofIncorporation No. .......

I have been appointed liquidator of the company referred to below:Name of company...............................................................................................................Name and address of liquidator.............................................................................................Appointed by [see note (a)]...................................................................................................on [see note (b)] ...................................................................................... [month, day, year]

My appointment is the first appointment or to fill a vacancy.

or

I enclose with this notice [see note (c)] ..............................................................................Dated ..........................................................................[month, day, year]

(Signature) ....................................................... Liquidator

[Note: –

(a) Insert "resolution passed at a general meeting" or "by order of the court".(b) Insert date of appointment.(c) Section 283 requires that there be filed with this notice, if not already filed:

(i) a certified copy of the special resolution to wind up the company; or(ii) a certified copy of the court order to wind up the company.

(d) Section 283 requires this form to be filed within 10 days after the appointment of the liquidator.]

FORM 12

(Sections 292 and 317)

COMPANY ACT

RETURN OF FINAL GENERAL MEETING ON LIQUIDATION




I, .................................., of ................................, liquidator of ...................................., hereby inform you that the final general meetingof the company was held on .......................... [month, day, year], and the account of the winding up filed herewith, showing how thewinding up of the affairs of the company has been conducted and the property of the company has been disposed of, was laid beforethe meeting.



[Note – Section 292 requires this return to be filed within 7 days after the final general meeting.]

FORM 13

(Section 299)



FORM 14

(Section 304)



FORM 15

(Section 316)

COMPANY ACT

NOTICE OF APPOINTMENT OF LIQUIDATOR OF EXTRAPROVINCIAL COMPANY

Certificate ofExtraprovincialRegistration No. ...........



I have been appointed liquidator of the extraprovincial company referred to below:

Name of company........................................................................................................................Name and address of liquidator.......................................................................................................................................Appointed by [see note (a)]............................................................................................................on [see note (b)] ................................................................................. [month, day, year]

My appointment is the first appointment or to fill a vacancy.The proceedings to initiate the winding up of the company were [see note (c)] ..................................................................................................................................................................................

Dated ..........................................................................[month, day, year]


[Note:–

(a) Insert information as to authority for appointment.(b) Insert date of appointment.(c) Insert short description of proceedings whereby the company is now in liquidation, giving the date the winding upcommenced.]

FORM 16



FORM 17



FORM 18

(Section 348)

COMPANY ACT

ORDINARY RESOLUTION

Certificate ofIncorporation No. ...........

The following ordinary resolution was passed by the company referred to below on the date stated:



Name of company ........................................................................................................Date resolution passed ...................................................................... [month, day, year]Resolution [see note (a)] ..............................................................................................

Certified a true copy ..................... [month, day, year](Signature) ...........................................................(Relationship to company) ...................................

[Note: –

(a) Insert text of ordinary resolution.(b) See section 1 (1) for definition of "ordinary resolution".]

FORM 19

(Section 348)

COMPANY ACT

SPECIAL RESOLUTION

Certificate ofIncorporation No. ...........

The following special resolution was passed by the company referred to below on the date stated:

Name of company ........................................................................................................Date resolution passed ...................................................................... [month, day, year]Resolution [see note (a)] ..............................................................................................

Certified a true copy ..................... [month, day, year](Signature) ...........................................................(Relationship to company) ...................................

[Note: –

(a) Insert text of ordinary resolution.(b) See section 1 (1) for definition of "special resolution".]

FORM 20

(Section 255 (2))

COMPANY ACT

NOTICE OF ACQUISITION



Re (a) .................................................

Notice by (b) ................................................. to (c) .................................................

Whereas on .................. [month, day, year] (b) ................................................, a company under the Company Act, made an offer to allthe holders of (d) ................................................... shares in (a) ................................................. and whereas up to ............................[month, day, year] being a date within 4 months of the date of the making of it, that offer was accepted by the holders of not less than9/10 of the (d) ................................................. shares.

Now, therefore, (b) ................................................. under section 255 (2) of the Company Act, hereby gives you notice that it desires toacquire the (d) ................................................. shares in (a) ................................................. held by you and will acquire all your (d)................................................. shares in (a) for the price and on the terms set out in the offer.

And further take notice that unless, on an application made to the court by you on or before ................ [month, day, year] being 2months from the date of this notice, the court thinks fit to order otherwise, (b) ................................................. will be entitled andbound to acquire the (d) .................................... shares held by you in (a) ................................................. on the terms of the referred toabove offer.

Signature ................................................. for (b) ...................................................................

..........................................................................................................................................(State whether director, manager or secretary)

Dated ............................ [month, day, year]

(a) Name of subject company.(b) Name of acquiring company.(c) Name and address of member who did not accept the offer.(d) If the offer is limited to a certain class or classes of members, insert particulars of the shares.

FORM 21

(Section 255 (9))

COMPANY ACT

NOTICE OF RIGHT TO REQUIRE ACQUISITION

Re (a) .................................................

Notice by (b) ................................................ to (c) .................................................

Whereas on .................. [month, day, year] (b) ................................................., a company under the Company Act, made an offer to allthe holders of (d) ................................................. shares in (a) ................................................. and whereas up to ................ [month,day, year] being a date within 4 months of the date of the making of it, that offer was accepted by the holders of not less than 9/10 ofthe (d) ................................................. shares.

And whereas (b) ................................................. was by section 255 (2) entitled to give a notice of acquisition to you and it has notgiven that notice.



Now, therefore, (b) ...................................................., under section 255 (9) of the Company Act hereby gives you notice that you may,within 3 months after you have received this notice by giving notice to (b) ............................................... by registered mail addressedto (b) ...................................................... at (here insert an address of (b) in British Columbia) ........................................... require (b)................................................. to acquire the (d) ................................................. shares held by you in (a)................................................. on the terms of the offer referred to above.

Signature ............................................ for (b) ...................................................................

..........................................................................................................................................(State whether director, manager or secretary)

Dated ................................................... [month, day, year]

(a) Name of subject company.(b) Name of acquiring company.(c) Name and address of member who did not accept the offer.(d) If the offer is limited to a certain class or classes of members, insert particulars of the shares.

FORM 22

COMPANY ACT

INFORMATION CIRCULAR

Item 1 – Revocability of Proxy

State whether the person giving the proxy has the power to revoke it. If any right ofrevocation is limited or is subject to compliance with any formal procedure, briefly describethat limitation or procedure.

Item 2 – Persons Making the Solicitation

(a) If a solicitation is made by or on behalf of the management of a company, so state. Givethe name of any director of the company who has informed the management in writingthat he or she intends to oppose any action intended to be taken by the management andindicate the action that he or she intends to oppose.

(b) If a solicitation is made otherwise than by or on behalf of the management of thecompany, so state and give the name of the person by whom and on whose behalf it ismade.

(c) If the solicitation is to be made otherwise than by mail, describe the method to be used.If the solicitation is to be made by specially engaged employees or soliciting agents,state

(i) the material features of any contract or arrangement for the solicitation and identifythe parties to the contract or arrangement, and

(ii) the cost or anticipated cost of the contract or arrangement.

(d) State the name of the person by whom the cost of soliciting has been or will be borne,directly or indirectly.



Item 3 – Interest of Certain Persons in Matters to Be Acted on

Give brief particulars of any substantial interest, direct or indirect, by way of beneficialownership of securities or otherwise, of each of the following persons, in any matter to beacted on other than the election of directors or the appointment of auditors:

(a) if the solicitation is made by or on behalf of the management of the company, eachperson who has been a director or senior officer of the company at any time since thebeginning of the last completed financial year of the company;

(b) if the solicitation is made otherwise than by or on behalf of the management of thecompany, each person on whose behalf, directly or indirectly, the solicitation is made;

(c) each proposed nominee for election as a director of the company;

(d) each associate of any of the persons referred to in paragraphs (a) to (c).

Instructions for paragraph (b) –

1. The following persons are deemed to be persons by whom or on whose behalf thesolicitation is made:

(a) any member of a committee or group that solicits proxies, and any person whether or notnamed as a member who, acting alone or with one or more other persons, directly orindirectly, takes the initiative in organizing, directing or financing that committee orgroup;

(b) any person who finances or joins with another to finance the solicitation of proxies,except a person who contributes not more than $250 and who is not otherwise a personby whom or on whose behalf the solicitation is made;

(c) any person who lends money, provides credit or enters into any other arrangementspursuant to any contract or understanding with a person by whom or on whose behalf asolicitation is made, for the purpose of financing or otherwise inducing the purchase,sale, holding or voting of securities of a company by a person by whom or on whosebehalf the solicitation is made or by other persons in support of or in opposition to aperson by whom or on whose behalf the solicitation is made; provided, however, thatthis paragraph does not include a bank or other lending institution or a broker or dealerwho, in the ordinary course of business, lends money or executes orders for the purchaseor sale of securities and who is not otherwise a person on whose behalf a solicitation ismade.

2. The following persons are deemed not to be persons by whom or on whose behalf asolicitation is made:

(a) any person retained or employed by a person by whom or on whose behalf a solicitationis made to solicit proxies and who is not otherwise a person by whom or on whosebehalf a solicitation is made or any person who merely transmits proxy solicitingmaterial or performs ministerial or clerical duties;

(b) any person employed or retained by a person by whom or on whose behalf a solicitationis made in the capacity of lawyer, accountant or advertising, public relations or financialadviser, and whose activities are limited to the performance of his or her duties in thecourse of that employment or retainer;

(c) any person regularly employed as an officer or employee of the company or any of itsaffiliates who is not otherwise a person by whom or on whose behalf a solicitation ismade;

(d) any officer or director of, or any person regularly employed by, any other person bywhom or on whose behalf a solicitation is made, if that officer, director or employee isnot otherwise a person by or on whose behalf a solicitation is made.

Item 4 – Voting Shares and Principal Holders of Voting Shares

(a) Give particulars as to each class of shares of the company entitled to be voted at themeeting, the number of shares outstanding of each class, and the number of votes towhich each share of each class is entitled.



(b) Give the record date as of which the members entitled to vote at the meeting will bedetermined, and if the right to vote is not limited to members of record as of a specifiedrecord date, indicate the conditions under which members are entitled to vote.

(c) If action is to be taken with respect to the election of directors and the members or anyclass of members have the right to elect a specified number of directors or havecumulative or similar voting rights, include a statement of those rights and state brieflythe conditions precedent, if any, to the exercise of those rights.

(d) If, to the knowledge of the directors or senior officers of the company, any personbeneficially owns, directly or indirectly, shares carrying more than 10% of the votingrights attached to all shares of the company carrying the right to vote in allcircumstances, name each person, state the approximate number of those sharesbeneficially owned, directly or indirectly, by each of those persons and the percentage ofoutstanding shares of the company carrying the right to vote in all circumstancesrepresented by the number of shares so owned.

Item 5 – Election of Directors

(a) If directors are to be elected, provide the following information, in tabular form to theextent practicable, with respect to each person proposed by the management to benominated for election as a director and each other person whose term of office as adirector will continue after the meeting:

(i) name each of those persons, state the country in which he or she is ordinarilyresident, state when the person's term of office or the term of office for which he orshe is a proposed nominee will expire, and all other positions and offices with thecompany presently held by him or her, and indicate which of those persons areproposed nominees for election as directors at the meeting;

(ii) state the present principal occupation or employment of each of those persons,giving the name and principal business of any company or other organization inwhich the employment is carried on; and provide similar information as to all of theprincipal occupations or employments of each of those persons within the 5preceding years, unless he or she is now a director and was elected to his or herpresent term of office by a vote of members at a meeting, the notice of which wasaccompanied by an information circular;

(iii) if any of those persons is or has been a director of the company, state the period orperiods during which he or she has served as a director;

(iv) state, as of the most recent practicable date, the approximate number of shares ofeach class of shares of the company or of a subsidiary of the company carrying theright to vote in all circumstances beneficially owned, directly or indirectly, by eachof those persons;

(v) if more than 10% of the voting rights attached to all shares of the company or of asubsidiary of the company carrying the right to vote in all circumstances arebeneficially owned, directly or indirectly, by any proposed nominee and his or herassociates, state the approximate number of each class of those shares beneficiallyowned by those associates, naming each associate whose shareholdings aresubstantial.

(b) If any proposed nominee for election as a director is to be elected pursuant to anyarrangement or understanding between the nominee and any other person, except thedirectors and senior officers of the company acting solely in that capacity, name thatother person and describe briefly the arrangement or understanding.

(c) If directors are to be elected, provide the date and place or places in which advancenotice of the meeting has been published under section 111 of the Company Act.

Item 6 – Material Received From Members

(a) If a meeting is convened as a result of a requisition under section 147 of the Act and ifthe members requisitioning the meeting have provided to the company the statementreferred to in section 156 (a) of the Act, reproduce the statement.

(b) If the members have submitted a nomination for director in accordance with section 156(b) and provided the information required by items 5, 7 and 8, reproduce the



information.

Item 7 – Remuneration of Management and Others

(a) If action is to be taken with respect to

(i) the election of directors;

(ii) any bonus, profit sharing or other remuneration plan, contract or arrangement inwhich any director or proposed nominee for election as director or senior officer ofthe company will participate,

(iii) any pension or retirement plan of the company in which any of those persons willparticipate, or

(iv) the granting or extension to any of those persons of any options, warrants or rightsto purchase any shares, other than warrants or rights issued to members as such, orto members, as such, resident in Canada on a pro rata basis;

provide the information required by paragraphs (b), (c), (d), (e) and (f) of this item, intabular form if practicable, provided that if the solicitation is made by or on behalf of aperson other than the management of the company, the information required by this itemneed be provided only as to proposed nominees of the person for election as directorsand to their associates.

(b) State the aggregate direct remuneration paid or payable by the company and itssubsidiaries whose financial statements are consolidated with those of the company tothe directors and the senior officers of the company and, as a separate amount theaggregate direct remuneration paid or payable to those directors and senior officers bythe subsidiaries of the company whose financial statements are not consolidated withthose of the company.

Instructions –

1. Do not include the remuneration paid or payable to a partnership in which any person inreceipt of remuneration was a partner (see item 8).

2. The information called for by paragraphs (b), (c) and (d) of this item may be given for alldirectors and senior officers as a group, without naming them.

(c) State the estimated aggregate cost to the company and its subsidiaries in the lastcompleted financial year of all pension benefits proposed to be paid under any normalpension plan in the event of retirement at normal retirement age, directly or indirectly,by the company or any of its subsidiaries to the persons mentioned in paragraph (b) or,in the alternative, the estimated aggregate amount of all the pension benefits proposed tobe paid in the event of retirement at normal retirement age, directly or indirectly, by thecompany or any of its subsidiaries to the persons mentioned in paragraph (b).

(d) State the aggregate of all remuneration payments (other than payments of the typerequired to be reported under paragraph (b) or (c) made during the company's lastcompleted financial year and, as a separate amount, proposed to be made in the future,directly or indirectly, by the company or any of its subsidiaries pursuant to any existingplan or arrangement to each person referred to in paragraph (b), provided thatinformation need not be included as to payments to be made for, or benefits to bereceived from group life or accident insurance, group hospitalization or similar groupbenefits or payments.

Instructions –

1. The word "plan" in paragraph (d) indicates all plans, contracts, authorizations orarrangements, whether or not contained in any formal document or authorized by anyresolution of the directors of the company or its subsidiaries, but does not include theCanada Pension Plan or any government plan similar to it.

2. In paragraph (d), if it is impracticable to state the amount of remuneration paymentsproposed to be made, the aggregate amount set aside and accrued to date in respect of thepayments must be stated, together with an explanation on the basis of future payments.



3. In giving information as to aggregate remuneration payments under paragraph (d) of thisitem include any payments made or proposed to be made with respect to deferredcompensation benefits, retirement benefits or other benefits, except for those amounts aswere paid or would be paid under the normal pension plan of the company and itssubsidiaries.

(e) State as to all options to purchase securities of the company or any of its subsidiariesthat, since the beginning of the company's last completed financial year, were granted toor exercised by all the persons mentioned in paragraph (b) as a group, without namingthem, the following particulars:

(i) options granted, state

(a) the description and number of securities included;

(b) the dates of grant, the prices, expiration dates and other material provisions;

(c) the consideration received for the granting unnecessary; and

(d) if reasonably ascertainable, a summary showing the price range of the securitiesin the 30 day period preceding the date of grant and, if not reasonablyascertainable, a statement to that effect;

(ii) as to options exercised, state

(a) the description and number of securities purchased;

(b) the purchase price; and

(c) where reasonably ascertainable, a summary showing the price range of thesecurities in the 30 day period preceding the date of purchase and, if notreasonably ascertainable, a statement to that effect.

Instructions –

1. The word "options" as used in paragraph (e) includes all options, warrants or rights otherthan those issued to all members of the same class or to all members of the same classresident in Canada on a pro rata basis.

2. The extension of options is deemed to be a granting of options within the meaning ofparagraph (e).

3. The information regarding the option price of the securities may be given in the form ofprice ranges for each calendar quarter during which options were granted or exercised.

4. If the price of the securities is not meaningful, it is permissible to state instead of the pricethe formula by which the price of the securities under option will be determined.

(f) In regard to

(i) each director and each senior officer of the company;

(ii) each proposed nominee for election as a director of the company; and

(iii) each associate of any such director, senior officer or proposed nominee

who is or has been indebted to the company or its subsidiaries at any time since thebeginning of the last completed financial year of the company, state the largestaggregate amount of indebtedness outstanding at any time during the period, the natureof the indebtedness and of the transaction in which it was incurred, the amount of itoutstanding as of the latest practicable date and the rate of interest paid or charged on it.

Instructions –

1. It is not necessary in the determination of the amount of indebtedness to include amountsdue from the particular person for purchases subject to usual trade terms, for ordinary traveland expense advances, and for other similar transactions.

2. This information need not be provided for any person whose aggregate indebtedness did notexceed $5 000 at any time during the period specified.



3. This information need not be provided with respect to indebtedness owed by any personarising under any plan or arrangement whereby options, warrants or other rights have beengiven to the person to acquire securities of the company if the plan or arrangement has beendisclosed in any previous information circular.

Item 8 – Interest of Management and Others in Material Transaction

Describe briefly, and if practicable state the approximate amount, of any material interest,direct or indirect, of any of the following persons in any transaction since the beginning ofthe company's last completed financial year or in any proposed transaction which, in eithercase, has materially affected or will materially affect the company or any of its subsidiaries:

(a) any director or senior officer of the company;

(b) any proposed nominee for election as a director of the company;

(c) any member named in answer to paragraph (d) of item 4; and

(d) any associate or affiliate of any of the persons referred to in paragraphs (a) to (c) of thisitem.

Instructions –

1. Give a brief description of the material transaction, the name and address of each personwhose interest in any transaction is described, and the nature of the relationship by reason ofwhich the interest is required to be described.

2. As to any transaction involving the purchase or sale of assets by or to the company or anysubsidiary, otherwise than in the ordinary course of business, state the cost of the assets tothe purchaser and the cost of the assets to the seller if acquired by the seller within 2 yearsprior to the transaction.

3. This item does not apply to any interest arising from the ownership of shares of thecompany if the member receives no extra or special benefit or advantage not shared on a prorata basis by all holders of the same class of shares or all holders of the same class of shareswho are resident in Canada.

4. Information should be included as to any material underwriting discounts or commissionson the sale of securities by the company where any of the specified persons was or is to bean underwriter who was or is to be in contractual relationship with respect to securities ofthe company or is an associate, affiliate or partner of a person, or partnership that was, is oris to be such an underwriter. Information need not be given concerning ordinarymanagement fees paid by underwriters to a managing underwriter pursuant to an agreementamong underwriters, the parties to which do not include the company or its affiliates.

5. No information need be given in answer to this item as to any transaction or any interest in itwhere

(a) the rates or charges involved in the transaction are fixed by law or determined bycompetitive bids;

(b) the interest of the specified person in the transaction is solely that of the director ofanother company that is a party to the transaction;

(c) the transaction involves services as a chartered bank or other depository of funds,transfer agent, registrar, trustee under a trust indenture or other similar services;

(d) the transaction does not involve remuneration for services, directly or indirectly, and

(i) the interest of the specified person arose from the beneficial ownership, direct orindirect, of less than 10% of any class of shares that carry the right to vote in allcircumstances of another company that is a party to the transaction;

(ii) the transaction is in the ordinary course of business of the company or itssubsidiaries; and

(iii) the amount of the transaction or series of transactions is less than 10% of the totalsales or purchases, as the case may be, of the company and its subsidiaries for thelast completed financial year.

6. Information must be provided in answer to this item with respect to transactions notexcluded above that involve remuneration, directly or indirectly, to any of the specified



persons for services in any capacity unless the interest of the person arises solely from thebeneficial ownership, direct or indirect, of less than 10% of any class of shares that carry theright to vote in all circumstances of another company providing the services to the companyor its subsidiaries.

7. This item does not require the disclosure of any interest in any transaction unless thatinterest and transaction are material.

Item 9 – Appointment of Auditors

If action is to be taken with respect to the appointment of auditors, name the auditors and, ifappointed within the preceding 5 years, the date when they were first appointed.

Item 10 – Management Contracts

If management functions of the company or a subsidiary are to any substantial degreeperformed by a person other than the directors or senior officers of the company orsubsidiary,

(a) give details of the agreement or arrangement under which the functions are performed,including the name and address of any person who is a party to the agreement orarrangement or who is responsible for performing the functions;

(b) give the names and addresses of the insiders of any company with which the companyor subsidiary has any such agreement or arrangement;

(c) with respect to any person named in answer to paragraph (a), state the amounts paid orpayable by the company and its subsidiaries to that person since the beginning of thecompany's last completed financial year and give particulars with respect to it; and

(d) with respect to any person named in answer to paragraph (a) or (b) of this item or theirassociates or affiliates, give particulars of

(i) any indebtedness of that person to the company or its subsidiaries that wasoutstanding; and

(ii) any transaction or arrangement of that person with the company or subsidiary atany time since the beginning of the company's last completed financial year.

Instructions –

1. In giving the information called for by this item, it is not necessary to refer to any matterthat in all the circumstances is of relative insignificance.

2. In giving particulars of indebtedness state the largest aggregate amount of indebtednessoutstanding at any time during the period, the nature of the indebtedness and of thetransaction in which it was incurred, the amount presently outstanding, and the rate ofinterest paid or charged on it.

3. It is not necessary in the determination of the amount of indebtedness to include amountsdue from the particular person for purchases subject to usual trade terms, for ordinarytravelling and expense advances, and for other similar transactions.

Item 11 – Particulars of Other Matters to Be Acted on

If action is to be taken on any matter to be submitted to the meeting of members other thanthe approval of financial statements, the substance of each such matter, or related groups ofmatters, should be briefly described, except to the extent described pursuant to items 1 to 10,in sufficient detail to permit shareholders to form a reasoned judgment concerning thematter. Without limiting the above, these matters include alterations of share capital,amendments to the company's memorandum, property, acquisitions or dispositions,amalgamations or reorganizations. If the matter is one that is not required to be submitted toa vote of members, the reasons for submitting it to members should be given and a statementshould be made as to what action is intended to be taken by management in the event of anegative vote by the members.



FORM 23



FORM 24



FORM 25



FORM 26



FORM 27



FORM 28



1999-32-18, 19; 2003-50-14.

(Section 349)

COMPANY ACT

Fees

1. For incorporation, amalgamation or restoration of a company $350



Am ⇒[Oct. 24/03]

Am ⇒[Oct. 24/03]

2. For registration, amalgamation or restoration of an extraprovincial company or a limited liability company $350

3. For conversion of a specially limited or special Act company to a British Columbia company $100

4. For filing an annual report $35

Am ⇒[Oct. 18/99]

5. For changing the name of a company or registering a change of name of an extraprovincial company or alimited liability company

$100

6. For a certificate of true copy or extract $25

7. For each search conducted through the B.C. OnLine information service using a person's own computerterminal

$7*

8. For each search conducted by a person using a computer terminal provided by the government $8*

9. For each search conducted by government personnel $10

10. For a copy of or extract from any document, for every page or part of a page 50¢

Am ⇒[Oct. 24/03]

11. For continuation into British Columbia or continuation out of British Columbia $350

12. For pre-vetting of documents to be filed with the registrar $100

13. For the search of a maximum of 3 names on application for approval or reservation of a name. The fee willnot be refunded if a name is not approved

$30*

14. For filing a resolution to alter the articles or memorandum of a company $100

15. For filing any document for which there is no other fee, the fee for each document $20

16. For a priority service when offered $100

17. For filing a compromise or arrangement $100

* In addition to a fee marked by an asterisk, a further operator fee of $1.50, plus any G.S.T. applicable to the operatorfee, may be charged for any transaction done by electronic means from a location outside a government office or at agovernment office by a person who is not a government employee.



COMPANY ACT [REPEALED] · Part 4: Division 5 – Company Proceedings Generally 158. Voting 159....

Documents

Transcript of COMPANY ACT [REPEALED] · Part 4: Division 5 – Company Proceedings Generally 158. Voting 159....