BILL 69 – 2004
FINANCE STATUTES AMENDMENT ACT, 2004

HER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of British Columbia, enacts as follows:

 
Business Corporations Act

1 Section 1 (1) of the Business Corporations Act, S.B.C. 2002, c. 57, is amended in the definition of "memorandum" by striking out "Companies Act" and substituting "Company Act".

2 Section 11 (h) is amended by striking out everything after "that was made after," and substituting the following:

(i) if the company is a pre-existing company, the day on which this Act comes into force, or

(ii) if the company is not a pre-existing company, the date on which the company is recognized under this Act.

3 Section 13 (3) (a) (ii) is amended by adding "if requested to do so," before "a certified copy of the incorporation application".

4 Sections 18, 268 (2), 282 (3), 305 (2), 364 (1), 365 (1) and 378 (1) are amended by striking out "date and time shown" and substituting "date shown and the time, if any, shown".

5 Sections 37 (3), 127 (3), 257 (6), 263 (6) (a), 371 (4) and 437 (4) are amended by adding ", if requested to do so," after "must".

6 Sections 39 (1) (b) and (2) and 41 (1) (b) and (2) are amended by striking out "at the person's residence or place of business".

7 Section 42 (2) (e) (ii) is repealed and the following substituted:

(ii) subject to subsection (3) of this section and unless kept elsewhere in the manner provided by section 69 or 79 of the Company Act, 1996, each of the following, if and to the extent that it relates to the period before the coming into force of this Act:

(A) its register of allotments;

(B) its register of transfers;

(C) its register of members;

(D) its register of debentures;

(E) its register of debentureholders, and .

8 Section 46 is amended

(a) in subsection (5) by striking out "of the prescribed fee to the person who maintains the records office for the company," and substituting ", to the person who maintains the records office for the company, of the inspection fee, if any, set by that person or by the company, which fee must not exceed the prescribed fee,", and

(b) in subsection (6) by striking out "the fee" and substituting "the fee, if any,".

9 Section 47 is amended

(a) in subsection (1) (b) by striking out "of the prescribed fee charged for that inspection by the person having custody or control of the register." and substituting ", to the person having custody or control of the register, of the inspection fee, if any, set by that person or by the company, which fee must not exceed the prescribed fee.", and

(b) in subsection (2) by adding "who provides an affidavit under subsection (1) of this section" after "person".

10 Section 48 (1) is amended

(a) by striking out "any fee prescribed in relation to that copy," and substituting ", to the person having custody or control of that record, the copying fee, if any, set by that person or by the company, which fee must not exceed the prescribed fee,", and

(b) by striking out "a copy of that record to that person" and substituting "a copy of that record to the requesting person".

11 Section 54 (1) (n) is amended by adding "or shares" after "authorized share structure".

12 Section 187 (3) is repealed and the following substituted:

(3) This Division does not apply to a company unless the company is a public company.

13 Section 192 (1) is amended in paragraph (b) of the definition of "insider" by adding "in an election or appointment of directors" after "cast".

14 Section 195 (1) is amended by striking out "voting rights that may be exercised" and substituting "votes that may be cast".

15 Section 223 is repealed and the following substituted:

Application

223 This Division does not apply to a company unless the company is a public company.

16 Section 240 (3) is amended by striking out "not consented to, or voted in favour of, the resolution" and substituting "not, on behalf of every person who beneficially owns shares registered in the name of the shareholder, consented to the resolution or voted in favour of the resolution".

17 Section 263 (5) (a) (ii) is amended by adding ", if requested to do so," after "company".

18 Section 266 (7) (b) is repealed and the following substituted:

(b) furnish to the converted company

(i) the certificate of conversion, and

(ii) if requested to do so, a certified copy of the conversion application and a certified copy of the notice of articles, and .

19 Section 270 (2) (d) (ii) is amended by striking out "a copy of the amalgamation application to be" and substituting "a form of amalgamation application that contains the information that is to be included in the amalgamation application that will be".

20 Section 274 is amended

(a) in subsection (1) (c) (ii) by striking out "whose shares" and substituting "the shares of which",

(b) in subsection (2) by striking out "must" and substituting ", must" and by striking out "the shares of which are held" and substituting "all of the issued shares of which are held", and

(c) in subsection (3) by striking out "the capital of the primary company consists of" and substituting "the capital of the amalgamated company consists of".

21 Section 276 is amended

(a) in subsections (2) (b) and (3) (b) (ii) by striking out "273 (b)" and substituting "273 (1) (c)", and

(b) in subsections (2) (c) and (3) (b) (ii) by striking out "274 (a)" and substituting "274 (1) (b)".

22 Section 281 (b) is repealed and the following substituted:

(b) furnish to the amalgamated company

(i) the certificate of amalgamation, and

(ii) if requested to do so, a certified copy of the amalgamation application and a certified copy of the notice of articles of the amalgamated company, and .

23 Section 303 (2) (b) is repealed and the following substituted:

(b) furnish to the continued company

(i) the certificate of continuation, and

(ii) if requested to do so, a certified copy of the continuation application and a certified copy of the continued company's notice of articles, and .

24 Section 342 (2) is amended by striking out "under subsection (1) of this section" and substituting "to court under subsection (1) of this section for an order approving a dissolution".

25 Section 351 (3) (a) is repealed.

26 Section 352 is amended

(a) in subsections (1) and (2) by striking out ", and on payment of the applicable prescribed fee," and substituting ", and on payment of the fee, if any, set for that purpose by the person who is required to retain and produce the records, which fee must not exceed the prescribed fee,", and

(b) in subsections (1) (a) and (2) (a) by striking out "that person" and substituting "the requesting person".

27 Section 355 (1) is amended by striking out "dissolved," and substituting "dissolved".

28 Section 363 (1) is amended by striking out "one month" and substituting "21 days".

29 Section 367 (1) (b) and (c) is repealed and the following substituted:

(b) issue a certificate of restoration in accordance with subsection (2) of this section and furnish

(i) the certificate to the company or extraprovincial company, as the case may be, and

(ii) a copy of the certificate to the applicant,

(c) if requested to do so, furnish a certified copy of the restoration application to the company or extraprovincial company, and

(d) if requested to do so, furnish to the company a certified copy of the notice of articles, if any.

30 Sections 370 (2) and 436 (2) are amended by striking out "section 259 (1) to (3)" and substituting "section 259 (1)".

 
Financial Institutions Statutes Amendment Act, 2004

31 Section 70 of the Financial Institutions Statutes Amendment Act, 2004, S.B.C. 2004, c. 48, is repealed and the following substituted:

70 Section 141 is amended

(a) by repealing subsection (1) and substituting the following:

(1) In this section, "venture capital corporation" means a corporation the activities of which are limited to

(a) the provision of financing and loans to entities in circumstances that involve the corporation in the holding of equity and debt security instruments of the entities being financed, and

(b) the provision of financial or management consulting services to entities whose security instruments have been acquired by the corporation that provides the services in a manner described in paragraph (a) or that participates in the provision of those services in contemplation of so acquiring security instruments. ,

(b) by repealing subsection (2) (a) and substituting the following:

(a) more than 10% of the voting shares in a corporation that carries on, or more than a 10% interest in another type of entity that carries on, one or more of a prescribed type of business or activity, , and

(c) by repealing subsection (3).

32 Section 72, as it enacts section 158 (3) of the Financial Institutions Act, R.S.B.C. 1996, c. 141, is amended by striking out "140 to 152, 155 and 156" and substituting "140 to 150, 153 and 154".

33 Section 92, as it enacts section 225.1 (2) (e) of the Financial Institutions Act, is repealed and the following substituted:

(e) imposing terms, conditions or restrictions on a licence or licensee, or varying those terms, conditions or restrictions; .

34 Section 92, as it enacts section 225.1 (2) (j) of the Financial Institutions Act, is repealed and the following substituted:

(j) for the purpose of funding the council's expenses, establishing a maximum amount of fees to be collected

(i) from applicants and licensees for

(A) applications for a licence,

(B) the amendment, transfer or reinstatement of a licence, and

(C) the annual fee for a licence, and

(ii) for services performed by the council.

35 Section 92, as it enacts section 225.1 (3) of the Financial Institutions Act, is repealed and the following substituted:

(3) If the council imposes terms, conditions or restrictions under subsection (2) (e), the council may also deem the terms, conditions or restrictions to be part of every licence or every licence of a class of licences, whether issued before or after the imposition of the term, condition or restriction.

36 Section 92, as it enacts section 225.1 of the Financial Institutions Act, is amended by adding the following subsection:

(4.1) If the council makes a rule under subsection (2) (j) establishing a maximum amount of a fee, the council may, for the purpose of funding its expenses but subject to the maximum amount in the rule, set the fee by order.

37 Section 101 is repealed and the following substituted:

101 Section 236 is amended

(a) in subsections (1) and (3) by striking out "minister,", and

(b) in subsection (2) by striking out "or by the minister under section 249".

38 Section 111 (a), as it enacts section 249 (1) (a) of the Financial Institutions Act, is repealed and the following substituted:

(a) a financial institution has failed to comply with an order of the commission, Commercial Appeals Commission or tribunal, .

39 Section 120 (h) is repealed and the following substituted:

(h) by repealing subsection (4) (g) and (j) and substituting the following:

(g) subject to the maximum amount prescribed by the Lieutenant Governor in Council, authorizing the council, for the purpose of funding its expenses, to set by order and collect assessments from insurers authorized to carry on insurance business, , and .

 
Pension Benefits Standards Act

40 Section 9 (7) of the Pension Benefits Standards Act, R.S.B.C. 1996, c. 352, is amended by striking out "in accordance with generally accepted accounting principles," and substituting "in accordance with the accounting standards prescribed by regulation,".

41 Section 74 is amended

(a) in subsection (2) by adding the following paragraph:

(c.3) respecting the accounting standards in accordance with which financial statements required under section 9 (7) must be produced; , and

(b) by adding the following subsection:

(4.1) The Lieutenant Governor in Council may, in making a regulation under subsection (2) (c.3),

(a) adopt one or more standards, codes and rules

(i) published by a provincial, national or international body or standards association, or

(ii) enacted as or under a law of this or another jurisdiction, and

(b) adopt the standard, code or rule under paragraph (a)

(i) in whole, in part or with any changes considered appropriate, and

(ii) as it stands at a specific date, as it stands at the time of adoption or as amended from time to time.

 
Society Act

42 Section 95 of the Society Act, R.S.B.C. 1996, c. 433, is amended by adding the following subsections:

(3) If a person requests a society to provide a copy of a financial statement of the society referred to in section 64 or 65 and pays the fee charged for that copy under subsection (5) of this section, the society must provide that person with a copy of that financial statement promptly after receipt of the request and payment.

(4) A copy of a financial statement referred to in subsection (3) must be provided in the manner agreed to by the society and the person seeking to obtain the copy or, in the absence of such an agreement,

(a) must, if the person seeking to obtain the copy so requests, be provided by mailing it to that person, or

(b) may, in any other case, be provided to the person seeking to obtain the copy by making it available for pick-up at the address of the society.

(5) A society may, for any financial statement made available by it under subsection (3), charge a reasonable fee that is not greater than the prescribed amount.

43 The following section is added:

Remedies on denial of copies

95.1 (1) A person who claims to be entitled under section 95 (3) to receive a copy of a financial statement of the society referred to in section 64 or 65 may apply in writing to the registrar for an order under subsection (2) of this section if the society does not provide that person with a copy of the financial statement.

(2) If, on the application of a person referred to in subsection (1), it appears to the registrar that the society has, contrary to section 95 (3), failed to provide the applicant with a copy of a financial statement of the society referred to in section 64 or 65, the registrar may order the society to provide to the registrar whichever of the following the society considers appropriate:

(a) a certified copy of the financial statement;

(b) an affidavit of a director or officer of the society setting out why the applicant is not entitled to obtain a copy of the financial statement.

(3) The registrar must

(a) set out in any order made under subsection (2) of this section an explanation of the basis on which the applicant claims to be entitled to obtain a copy of the applicable financial statement, and

(b) furnish a copy of that order to the society and the applicant.

(4) The society referred to in an order made under subsection (2) must comply with that order within 15 days after the date of the order.

(5) If the society provides to the registrar a certified copy of the financial statement required under subsection (2) (a), the registrar must furnish the certified copy of the financial statement to the applicant.

(6) If the society provides an affidavit of a director or officer to the registrar under subsection (2) (b), the registrar must furnish the affidavit to the applicant.

(7) An applicant under subsection (1) may, on notice to the society, apply to the court for an order that the applicant be provided with a copy of a financial statement of the society referred to in section 64 or 65, if

(a) an affidavit respecting the financial statement is furnished to the applicant by the registrar under subsection (6) of this section, or

(b) the society fails to comply with subsection (4).

(8) Without limiting the power of the registrar, the court may, on an application under subsection (7) of this section, make the order it considers appropriate and may, without limitation, do one or more of the following:

(a) make an order that a certified copy of a financial statement of the society referred to in section 64 or 65 be provided to the applicant, within the time specified by the order;

(b) make an order directing the society to change the location of the address of the society to a location that the court considers appropriate;

(c) order the society to pay to the applicant damages in an amount that the court considers appropriate;

(d) order the society to pay to the applicant the applicant's costs of and related to the application.

(9) An order may be made under subsection (8) in addition to a legal proceeding, conviction or penalty for an offence.

44 Section 99 (2) is amended by adding the following paragraph:

(e) prescribing the maximum amount that may be charged as a fee for providing a copy of a financial statement under section 95 (3).

Commencement

45 The provisions of this Act referred to in column 1 of the following table come into force as set out in column 2 of the table: