when used in relation to a person, means, (a) if the person is an individual, an affidavit or statutory declaration of the individual, (b) if the person is a corporation, an affidavit or statutory declaration of a director or officer of the corporation, (c) if the person is a partnership, an affidavit or statutory declaration of a partner of the partnership, or (d) if the person is a limited liability company, an affidavit or statutory declaration of (i) a manager of the limited liability company, or (ii) if the limited liability company does not have a manager, any member of the limited liability company with signing authority for it;
means a corporation that is affiliated with another corporation within the meaning of section 2;
includes an independent contractor employed by the government;
includes create, add to, vary and delete;
means the company resulting from an amalgamation of corporations contemplated by section 269 or 295;
If a company was incorporated on March 8, 1997, its anniversary date would be March 8th of each year, as long as the company is not dissolved.
means, for an annual reference period applicable to a company, (a) the date in that annual reference period on which the company holds its annual general meeting, or, (b) if the company does not hold an annual general meeting in that annual reference period, (i) the date, in that annual reference period, selected by the shareholders under section 182 (3), or (ii) if no such date is selected, the last day of that annual reference period, and includes, for a pre-existing company that has neither held an annual general meeting under this Act nor passed a resolution under section 182 (2) that complies with section 182 (3), the first annual reference date applicable to that company under section 183;
means, in relation to a company, the period that (a) begins on (i) the date of the recognition of the company, or (ii) if the company has had one or more annual reference dates, the day following the date of the most recent of those annual reference dates, and (b) ends on the date by which the company is required, under section 182 (1) without reference to section 182 (2) to (5), to hold the annual general meeting that is to follow the date referred to in paragraph (a) of this definition;
means the commission continued under the Commercial Appeals Commission Act;
in relation to a director of a company, means appoint within the meaning of subsection (3) of this section;
means the record described in section 12, and includes (a) the articles or articles of association of a pre-existing company, (b) the bylaws of a company incorporated (i) under a former Companies Act, if that Act did not provide for articles or articles of association, or (ii) by a special or private Act, and (c) any other record that under this Act constitutes the articles of a company;
An assumed name is a name reserved adopted by a foreign entity for use in BC when the foreign entity's own name in its home jurisdiction is not available in BC.
except in the first usage of the term in each of paragraphs (a) and (b) of section 444 (1), means, in relation to an extraprovincial company, a person who is an attorney for the extraprovincial company within the meaning of Division 2 of Part 11;
includes (a) a partnership of auditors carrying on the business of an auditor, and (b) a corporation, or a partnership of corporations, carrying on the business of an auditor;
The kinds, classes and series of shares that a company is authorized to issue and any limitations that apply to those shares.
includes own through any trustee, personal or other legal representative, agent or other intermediary;
means a register maintained under section 111 (2);
means (a) a company, or (b) a corporation, other than a company or a foreign corporation, that is created in or continued into British Columbia;
The business number (BN) is a unique number assigned to a company by the Canada RevenueAgency (CRA). Business owners use this number to identify their company when incontact with any federal, provincial or local government program.
means the register maintained under section 111 (1);
in relation to a corporation, includes (a) the corporation's articles, notice of articles or memorandum, regulations, bylaws or agreement or deed of settlement, and every alteration to them, and (b) if the corporation was incorporated, continued or converted by or under, or if the corporation resulted from an amalgamation under, an Act, statute, ordinance, letters patent, certificate, declaration or other equivalent instrument or provision of law, that record and every alteration to it applying to the corporation;
means a meeting of shareholders who hold shares of a particular class of shares;
Community Contribution Companies (CCCs) incorporated in British Columbia are a new type of BC company governed by the Business Corporations Act. (1) A company is a community contribution company if its notice of articles contains the following statement: This company is a community contribution company, and, as such, has purposes beneficial to society. This company is restricted, in accordance with Part 2.2 of the Business Corporations Act, in its ability to pay dividends and to distribute its assets on dissolution or otherwise. (2) If it is authorized to do so by the regulations, a community contribution company may, in accordance with the regulations, alter its notice of articles to remove the statement referred to in subsection (1), and if the notice of articles is altered to remove that statement, the company ceases to be a community contribution company.
means a corporation, recognized as a company under this Act or a former Companies Act, that has not, since its most recent recognition or restoration as a company, ceased to be a company;
means the Company Act, R.S.B.C. 1996, c. 62;
The company profile contains the company's password, password hint and email address. Click the \"Your Company\" tab to update your company's profile.
means (a) an individual who, in respect of a record that may be submitted to the registrar for filing on a paper form, inserts in the applicable spaces on the paper form information needed to complete the form, (b) an individual who, in respect of a record that may be submitted to the registrar for filing by any other prescribed method, communicates to the registrar by that prescribed method information needed to complete the record, or (c) an individual who, in respect of a record that may be submitted to the registrar for filing by an agent or employee of the government, gives to the agent or employee of the government, information needed to complete the record but does not include an individual who, in that individual's capacity as an agent or employee of the government, inserts or communicates information needed to complete the record;
means, (a) in the case of a resolution of shareholders that may be passed as an ordinary resolution, a resolution referred to in paragraph (b) of the definition of \"ordinary resolution\", (b) in the case of any other resolution of shareholders, a unanimous resolution, or (c) in the case of a resolution of directors or a committee of directors, a resolution passed in accordance with section 140 (3) (a);
A company is in contravention of the Business Corporations Act if it has no active directors, or if it has overdue annual reports. A company that is in contravention will not be issued a Certificate of Good Standing.
means the information filed with the registrar under this Act or filed with or recorded by the registrar under a former Companies Act, and includes any corrections made to that information by the registrar under this Act or a former Companies Act, but does not include the memorandum and articles for a pre-existing company that has complied with section 370 (1) (a) or 436 (1) (a);
means a company, a body corporate, a body politic and corporate, an incorporated association or a society, however and wherever incorporated, but does not include a municipality or a corporation sole;
except in sections 118, 124 (2) (b), 246 (f), 277 (3) (b) (iii), 404 (1) and 429 (2), means the Supreme Court and, in sections 118, 124 (2) (b), 246 (f), 277 (3) (b) (iii), 404 (1) and 429 (2), includes the Supreme Court;
A customer profile is an ID and password used on Corporate Online to access filings listed under \"member services\" on the services menu.
includes an instrument, secured or unsecured, issued by a corporation if that instrument is (a) in bearer form or in registered form, (b) of a kind commonly dealt in on securities exchanges or markets, or commonly recognized in any area in which it is issued or dealt in as a medium for investment, and (c) evidence of an obligation or indebtedness of the corporation, but does not include negotiable unsecured promissory notes maturing within one year after the date of issue;
except in section 95, means physically deliver;
means, for an office, the location of that office identified by an address that describes a unique and identifiable location that (a) is accessible to the public during statutory business hours for the delivery of records, and (b) except in the case of the head office of an extraprovincial company, is in British Columbia, but does not include a post office box;
For BC companies, a director is an individual who is a member of the board of directors of the company as a result of having been elected or appointed to that position. For extraprovincial companies, a director is a person who is a member of the board of directors or other governing body of the corporation.
The director's delivery address must be for the office at which the individual can usually be served with records between 9:00 a.m. and 4:00 p.m. on regular business days. If there is no such office, enter the delivery address of the individual's residence.
means the location of that office identified by an address that describes a unique and identifiable location that is accessible to the public during statutory business hours for the delivery of records;
means the address where the person who will have custody of the dissolved company's records will receive mail;
A date in the future when the filing is to become effective.
means (a) a resolution passed at a general meeting under the following circumstances: (i) notice of the meeting specifying the intention to propose the resolution as an exceptional resolution is sent to all shareholders holding shares that carry the right to vote at general meetings at least the prescribed number of days, or any greater period that may be required by the memorandum or articles, before the meeting; (ii) the articles provide that, of the votes cast on the resolution by shareholders voting shares that carry the right to vote at general meetings, a specified majority must be cast in favour of the resolution before it can pass as an exceptional resolution; (iii) the majority of votes specified by the articles under subparagraph (ii) is greater than a special majority; (iv) not less than the majority of votes specified by the articles under subparagraph (ii) is cast in favour of the resolution by shareholders voting shares that carry the right to vote at general meetings, or (b) a resolution passed by being consented to in writing by all of the shareholders holding shares that carry the right to vote at general meetings;
means the executive director appointed under section 8 of the Securities Act;
means a foreign entity, registered under section 377 as an extraprovincial company or under section 379 as an amalgamated extraprovincial company, and includes a pre-existing extraprovincial company;
means a corporation to which both of the following apply: (a) the most recent of the following was effected by or under an Act of Canada: (i) the incorporation of the corporation; (ii) a continuation of the corporation or any other transfer by a similar process into the federal jurisdiction; (iii) an amalgamation or similar process from which the corporation resulted; (b) the corporation has not, since that incorporation, continuation or amalgamation or similar process, been discontinued by or under an Act of Canada;
in respect of a record filed with the registrar, means filed in accordance with section 408 (1);
includes any notes to it;
means an individual designated as a director of a company on the notice of articles that applies to the company when it is recognized under this Act;
means a corporation that (a) is not a company, (b) has issued shares, (c) is not required under the Cooperative Association Act to be registered under that Act, and (d) was (i) incorporated otherwise than by or under an Act, (ii) continued under section 308 or otherwise transferred by a similar process into a jurisdiction other than British Columbia, or (iii) the result of an amalgamation under Division 4 of Part 9 or a similar process, or of an amalgamation or similar process in a jurisdiction other than British Columbia;
means, in respect of a foreign corporation, (a) the jurisdiction in which the corporation was incorporated, (b) if the corporation resulted from an amalgamation or similar process, the jurisdiction in which the most recent amalgamation or similar process occurred, or (c) if the corporation has, since the later of its incorporation and any amalgamation or similar process from which the corporation resulted, been continued or otherwise transferred by a process similar to continuation, the jurisdiction into which the corporation was most recently continued or transferred;
means (a) a foreign corporation, or (b) a limited liability company;
means, (a) in the case of a foreign corporation, the foreign corporation's jurisdiction, or (b) in the case of a limited liability company, the jurisdiction in which the limited liability company is organized;
means (a) The Companies Act, 1862of the Imperial Parliament, 25 and 26 Victoria, chapter 89, brought into force in British Columbia by The Companies' Ordinance, 1866 (British Columbia) and The Companies' Ordinance, 1869 (British Columbia), (b) the Companies Act, S.B.C. 1878, c. 5, (c) the Companies Act, S.B.C. 1888, c. 21, (d) the Companies Act, 1890, S.B.C. 1890, c. 6, (e) the Companies Act, 1897, S.B.C. 1897, c. 2, (f) the Companies Act, S.B.C. 1910, c. 7, including the Companies Act, R.S.B.C. 1911, c. 39, (g) the Companies Act, 1921, S.B.C. 1921, c. 10, including the Companies Act, R.S.B.C. 1924, c. 38, (h) the Companies Act, S.B.C. 1929, c. 11, including the Companies Act, R.S.B.C. 1936, c. 42, the Companies Act, R.S.B.C. 1948, c. 58 and the Companies Act, R.S.B.C. 1960, c. 67, or (i) the Companies Act, S.B.C. 1973, c. 18, including the Company Act, R.S.B.C. 1979, c. 59 and the Company Act, 1996;
in relation to records that must or may be furnished by the registrar, means furnish in accordance with section 8;
means a general meeting of shareholders;
A company is considered to be in good standing by the Registrar if it is up to dateon annual report filings (section 51 of the Business Corporations Act) and has therequired number of directors, usually one (section 120 of the Business CorporationsAct).
Guest services are available to anyone without having to login.
includes, in the case of a federal corporation, the federal corporation's registered office;
means the first of the corporations referred to in section 2 (4);
means an agreement referred to in section 10;
means each person who, before an incorporation application is submitted to the registrar for filing, signs the incorporation agreement respecting the company under section 10;
except in section 313, means, in relation to a company, unable to pay the company's debts as they become due in the ordinary course of its business;
if used in relation to a record, means examine and take extracts from that record;
See foreign corporation's jurisdiction
if used in relation to shares, means a kind of shares within the meaning of section 52 (1) (a) (i);
includes a civil, criminal, quasi-criminal, administrative or regulatory action or proceeding;
means a business entity that (a) was organized in a jurisdiction other than British Columbia, (b) is recognized as a legal entity in the jurisdiction in which it was organized, (c) is not a corporation, and (d) is not a partnership or a limited partnership;
means mail in accordance with section 6 (1);
means the address where the company receives its mail. It must include the correct postal code or equivalent, if any;
means, in relation to a limited liability company, any person elected, appointed or otherwise designated by the members of the limited liability company to manage its business and affairs;
includes a general meeting, a class meeting, a series meeting and a meeting contemplated by section 271 (6) (a) (ii), 284 (4) (a) (ii) or 289 (1) (c);
Member services require login. To access these services, create a customer profile or use your BC OnLine account.
means, in relation to a pre-existing company, the record that constituted the company's memorandum under the Companies Act, 1996;
New West Partnership Trade Agreement
when referring to premises, means premises for which a unique mailing address or delivery address exists;
An officer of a company is an individual who has been appointed to any office of the company, suchas a President or a Secretary.
means a resolution (a) passed at a general meeting by a simple majority of the votes cast by shareholders voting shares that carry the right to vote at general meetings, or (b) passed, after being submitted to all of the shareholders holding shares that carry the right to vote at general meetings, by being consented to in writing by shareholders holding shares that carry the right to vote at general meetings who, in the aggregate, hold shares carrying at least a special majority of the votes entitled to be cast on the resolution;
If a company is not up-to-date in filing its annual reports then it has outstanding annual reports.
includes a company that maintains its own records office;
means a company that was recognized as a company under a former Companies Act;
A set of provisions prescribed in Table 3 of the Regulation under the Business Corporation Act that apply to all pre-existing companies.
means a foreign entity, registered as an extraprovincial company, that was licensed or registered as an extraprovincial company under a former Companies Act;
means a corporation that was, immediately before the coming into force of this Act, a reporting company within the meaning of the Company Act, 1996, but does not include (a) a reporting issuer, (b) a reporting issuer equivalent, or (c) a corporation within a prescribed class of corporations;
means a record by which a shareholder appoints a person as the nominee of the shareholder to attend and act for and on behalf of the shareholder at a meeting of shareholders;
means a company that (a) is a reporting issuer, (b) is a reporting issuer equivalent, (c) has registered its securities under the Securities Exchange Act of 1934 of the United States of America, (d) has any of its securities, within the meaning of the Securities Act, traded on or through the facilities of a securities exchange, or (e) has any of its securities, within the meaning of the Securities Act, reported through the facilities of a quotation and trade reporting system;
means, in relation to a record that is a company's financial statements or an auditor's report on those financial statements, (a) place the record before the shareholders at an annual general meeting and deposit the record in the company's records office, or (b) if the company does not hold an annual general meeting within the period required by section 182 (1), deposit the record in the company's records office on or before the annual reference date that relates to that annual general meeting;
means a person who holds a debenture and who was the holder of that debenture immediately before the coming into force of this Act;
in respect of a company, means recognized under section 3;
A company's records office is the location where all the records for the company are kept. The address must be in British Columbia.
A company's registered office is the location where legal documents can be served. The address must be in British Columbia.
in relation to a share, means the person who is registered as the owner of the share in the central securities register or a branch securities register of a company, or, for a pre-existing company that has not complied with section 370 (1) (c) or 436 (1) (c), in the register of members or a branch register of members maintained by the pre-existing company under the Company Act, 1996;
means, except in sections 110 (1) (b) and 245 (2) (a), the person appointed as the Registrar of Companies under section 400;
The number issued to the extraprovincial company by the Corporate Registry when the company is registered inBC.
has the same meaning as in the Securities Act;
means a corporation that, under the laws of any Canadian jurisdiction other than British Columbia, is a reporting issuer or an equivalent of a reporting issuer;
means the British Columbia Securities Commission continued under section 4 of the Securities Act;
means a central securities register or a branch securities register maintained under section 111, and, for a pre-existing company that has not complied with section 370 (1) (c) or 436 (1) (c), includes the pre-existing company's register of members and branch register of members maintained by the pre-existing company under the Company Act, 1996;
means an interest in or a charge on property, rights or interests of a corporation, to secure payment of a debt or performance of an obligation;
means send in accordance with section 7;
means, in relation to a corporation, (a) the chair and any vice chair of the board of directors or other governing body of the corporation, if that chair or vice chair performs the functions of the office on a full time basis, (b) the president of the corporation, (c) any vice president in charge of a principal business unit of the corporation, including sales, finance or production, and (d) any officer of the corporation, whether or not the officer is also a director of the corporation, who performs a policy making function in respect of the corporation and who has the capacity to influence the direction of the corporation;
means a resolution on which only shareholders holding shares of a particular class or series of shares are entitled to vote;
means a meeting of shareholders who hold shares of a particular series of shares;
except in section 403, means serve in accordance with section 9;
The authorized share structure refers to the kinds, classes and series of shares that a company is authorized to issue and any limitations that apply to those shares.
except in section 385, means a person whose name is entered in a securities register of a company as a registered owner of a share of the company or, until such an entry is made for the company, (a) in the case of a company incorporated before the coming into force of this Act, a subscriber, or (b) in the case of a company incorporated under this Act, an incorporator;
includes execute;
means a corporation, incorporated by an Act, that has not been recognized as a company;
means, in respect of a company, (a) the majority of votes that the articles specify is required for the company to pass a special resolution at a general meeting, if that specified majority is at least 2/3 and not more than 3/4 of the votes cast on the resolution, or (b) if the articles do not contain a provision contemplated by paragraph (a), 2/3 of the votes cast on the resolution or, if the company is a pre-existing company, 3/4 of the votes cast on the resolution;
means (a) a resolution passed at a general meeting under the following circumstances: (i) notice of the meeting specifying the intention to propose the resolution as a special resolution is sent to all shareholders holding shares that carry the right to vote at general meetings at least the prescribed number of days, or any greater period that may be required by the memorandum or articles, before the meeting; (ii) the majority of the votes cast by shareholders voting shares that carry the right to vote at general meetings is cast in favour of the resolution; (iii) the majority of votes cast in favour of the resolution constitutes at least a special majority, or (b) a resolution passed by being consented to in writing by all of the shareholders holding shares that carry the right to vote at general meetings;
in relation to shares of a company, includes special rights and restrictions, whether preferred, deferred or otherwise, and whether in regard to redemption or return of capital, conversion into or exchange for the same or any other number of any other kind, class or series of securities of the company or of any other corporation, dividends, voting, nomination or appointment of directors or other control, or otherwise, and for the purposes of this definition the words \"special rights\" and the word \"restrictions\", when used in this Act, whether together or separately, have a corresponding meaning;
means (a) a resolution passed at a class meeting or series meeting under the following circumstances: (i) notice of the meeting specifying the intention to propose the resolution as a special separate resolution is sent to all shareholders holding shares of that class or series of shares at least the prescribed number of days, or any greater period that may be required by the memorandum or articles, before the meeting; (ii) the majority of the votes cast by shareholders voting shares of the class or series of shares is cast in favour of the resolution; (iii) the majority of votes cast in favour of the resolution constitutes at least (A) the majority of votes that the articles specify is required for shareholders holding shares of that class or series of shares to pass a special separate resolution, if that specified majority is at least 2/3 and not more than 3/4 of the votes cast on the resolution, or (B) if the articles do not contain a provision contemplated by clause (A), 2/3 of the votes cast on the resolution or, if the company is a pre-existing company, 3/4 of the votes cast on the resolution, or (b) a resolution passed by being consented to in writing by all of the shareholders holding shares of the applicable class or series of shares;
means a person who (a) is married to another person, or (b) is living and cohabiting with another person in a marriage-like relationship, including a marriage-like relationship between persons of the same gender;
means the hours between 9 o'clock in the morning and 4 o'clock in the afternoon, Saturdays and holidays excepted;
means the provisions prescribed by the Lieutenant Governor in Council under section 433 (1);
means the individual or corporation that is entering the information on the Application for Voluntary Dissolution;
means a subscriber within the meaning of the Company Act, 1996;
means a subsidiary within the meaning of section 2 (2);
in relation to an unlimited liability company, means any corporation that results from the company, or any of its successor corporations, transforming;
means the set of articles prescribed by the Lieutenant Governor in Council under section 261 (1);
means Table A in the First Schedule of a former Companies Act;
Trade, Investment and Labour Mobility Agreement
in relation to an unlimited liability company or any of its successor corporations, means to (a) alter its notice of articles to become a limited company, (b) continue into another jurisdiction, or (c) amalgamate with another corporation.
A name in a language other than English that the company uses when operating outside of Canada.
A name in a language other than English that the company uses when operating outside of Canada.
means a resolution passed by being consented to in writing by all of the shareholders entitled to vote on the resolution;
Unlimited Liability Companies (ULCs) incorporated in British Columbia are a new type of BC company governed by the Business Corporations Act. The liability of shareholders for an Unlimited Liability Company differs from a regular BC limited company. Within an ULC, \"The shareholders of the company are jointly and severally liable to satisfy the debts and liabilities of the company to the extent provided by section 51.3 of the Business Corporations Act.
means any record issued by a company as evidence of conversion or exchange privileges or options or rights to acquire shares of the company;
means a subsidiary within the meaning of section 2 (5). (2) A reference in the memorandum or articles of a pre-existing company to an \"extraordinary resolution\" is deemed to be a reference to a special resolution. (3) An individual is appointed as a director of a company if the individual is (a) appointed as a director of the company in accordance with (i) this Act, or (ii) the memorandum or articles of the company, (b) designated as a first director of the company on the notice of articles that applies to the company when it is recognized under this Act, or (c) declared by the court to be a director of the company.