FINANCE STATUTES AMENDMENT ACT, 2006 (First Reading)

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BILL
NUMBER

TITLE

DATE
INTRODUCED

FINANCE STATUTES AMENDMENT ACT, 2006
(First Reading)

March 27/06

Explanatory Notes

Business Corporations Act

SECTION 1: [Business Corporations Act, section 1] includes extraprovincial corporations as "foreign corporations" in the Business Corporations Act and specified extraprovincial societies as "foreign entities" in the Business Corporations Act.

SECTION 2: [Business Corporations Act, section 1]

includes, in the definition of "shareholder", in relation to converted and continued companies, a person who was a shareholder of the corporation immediately before its conversion or continuation;
harmonizes the language of the definition of "special rights or restrictions" with the rest of the Act by linking the election of directors with the appointment of directors;
clarifies that even for companies that have a notice of articles that reflects that the Pre-existing Company Provisions apply to the company, the majority required to pass a special separate resolution is the majority specified in the memorandum or articles as being the majority required to pass a separate resolution or a special separate resolution if that specified majority is between 2/3 and 3/4 of the votes cast.

SECTION 3: [Business Corporations Act, section 11] requires the notice of articles to include information respecting any resolution or court order altering special rights or restrictions that is passed or made on, as well as after, the date of the coming into force of the Act or the company's recognition.

SECTION 4: [Business Corporations Act, section 32] removes unnecessary words.

SECTION 5: [Business Corporations Act, section 42]

removes the necessity for a company to keep at its records office certified copies of records furnished to it by the registrar;
requires identifying the location in British Columbia at which the central securities register of a company may be inspected and copied.

SECTION 6: [Business Corporations Act, section 43] adds a reference to section 111 (4.1) and (4.2) of the Act as enacted by this Bill and removes a duplicate provision requiring records referred to in section 42 of the Act to be kept in a prescribed form.

SECTION 7: [Business Corporations Act, section 47] repeals a provision that had placed restrictions on access to corporate share registers.

SECTION 8: [Business Corporations Act, section 48] removes reference to section 47 of the Act which has been repealed by this Bill.

SECTION 9: [Business Corporations Act, section 49] requires identifying the location in British Columbia at which the central securities register of a company may be inspected and copied.

SECTION 10: [Business Corporations Act, section 50] removes reference to section 47 of the Act which has been repealed by this Bill.

SECTION 11: [Business Corporations Act, section 60] clarifies that the determinations, identifying names and special rights and restrictions to which the authorization provided under section 60 (1) (b) of the Act applies extend beyond determinations, identifying names and special rights and restrictions made, given, altered or attached under that section.

SECTION 12: [Business Corporations Act, section 68] allows validation under section 68 of the Act of actions that may be contrary to regulations.

SECTION 13: [Business Corporations Act, section 74] allows a company to reduce its capital by special resolution whenever its assets exceed its liabilities.

SECTION 14: [Business Corporations Act, section 75] allows the exception created by section 75 of the Act to apply to any acquisition of shares, rather than to acquisitions by redemption or purchase only, and includes share acquisitions under arrangements.

SECTION 15: [Business Corporations Act, section 111] allows the directors of a company to keep the central securities register of the company outside of British Columbia, if that central securities register can be accessed in British Columbia by electronic means, and at a location in British Columbia other than the company's records office if that central securities register can be accessed at the location at which it is kept or by electronic means at another location in British Columbia.

SECTION 16: [Business Corporations Act, section 117] requires a company to amend its branch securities register if requested to do so by a transferor or transferee of shares.

SECTION 17: [Business Corporations Act, section 140] allows a resolution to approve a contract or transaction in respect of which one or more of the directors have disclosed an interest to be passed without a meeting if that resolution is passed by all of the other directors.

SECTION 18: [Business Corporations Act, section 144] removes unnecessary words.

SECTION 19: [Business Corporations Act, section 157] clarifies that a director who relies on incorrect information is not liable under section 154 of the Act if the court finds the information provided reasonable grounds for the director's actions.

SECTION 20: [Business Corporations Act, section 181] allows provisions of the regulation relating to the call, holding and conduct of general meetings to apply to any meeting for which no other provision is made.

SECTION 21: [Business Corporations Act, section 205] authorizes a person to be an auditor of a reporting issuer equivalent if that person is authorized to act as an auditor for the reporting issuer equivalent under the legislation that applies to that company.

SECTION 22: [Business Corporations Act, section 266] requires a converted company to include in its central securities register specified information about the persons who were shareholders of the corporation immediately before its conversion.

SECTION 23: [Business Corporations Act, section 271] clarifies which of the 2 resolutions referred to in section 271 (6) of the Act is contemplated in subsection (7) of that section.

SECTION 24: [Business Corporations Act, section 272] adds a missing word.

SECTION 25: [Business Corporations Act, section 274] allows short form amalgamations to be used if all the amalgamating companies are wholly owned by the same individual.

SECTION 26: [Business Corporations Act, section 284] clarifies which of the 2 resolutions referred to in section 284 (4) of the Act is contemplated in subsection (5) of that section.

SECTION 27: [Business Corporations Act, sections 285 and 310] clarifies that a company may amalgamate with other corporations to form an amalgamated foreign corporation or may continue out of British Columbia if the effect of the foreign jurisdiction's laws is as set out in section 285 or 310 of the Act, respectively, whether or not those laws expressly make those statements.

SECTION 28: [Business Corporations Act, section 289] clarifies which of the 2 resolutions referred to in section 289 (1) of the Act is contemplated in subsection (2) of that section.

SECTION 29: [Business Corporations Act, section 303] requires a continued company to include in its central securities register specified information about the persons who were shareholders of the corporation immediately before its continuation.

SECTION 30: [Business Corporations Act, section 339] clarifies that a liquidator who relies on incorrect information is not liable if the court finds the information provided reasonable grounds for the liquidator's actions.

SECTION 31: [Business Corporations Act, sections 370, 372, 436 and 438] simplifies language.

SECTION 32: [Business Corporations Act, sections 371 and 437] clarifies which of the resolutions referred to in section 259 of the Act is contemplated in sections 371 (1) and 437 (1) of the Act.

SECTION 33: [Business Corporations Act, section 411] allows the registrar to refuse to file corporate records in relation to a company that does not have a director or that owes money to the registrar.

SECTION 34: [Business Corporations Act, section 422] allows the registrar to dissolve a company or cancel the registration of a foreign entity that has failed to pay a fee required under the Act, whether as a result of an "NSF" cheque or otherwise.

SECTION 35: [Business Corporations Act, section 426] simplifies language and removes reference to section 47 of the Act which has been repealed by this Bill.

SECTION 36: [Business Corporations Act, section 428] removes reference to section 426 (1) (c) of the Act which has been repealed by this Bill, and makes a grammatical correction.

SECTION 37: [Business Corporations Act, section 442.1] applies section 442.1 of the Act to an amalgamated company, as if that company were a pre-existing company, if the amalgamated company has, as its notice of articles, the notice of articles of a pre-existing company that had not removed the application of the Pre-existing Company Provisions.

Escheat Act

SECTION 38: [Escheat Act, section 4] recognizes that a corporation's revival may occur without court order under the Business Corporations Act.

Financial Institutions Act

SECTION 39: [Financial Institutions Act, section 1] adds a cross-reference.

SECTION 40: [Financial Institutions Act, section 1]

removes application of the repealed Company Act to extraprovincial corporations, in recognition that the Business Corporations Act applies to extraprovincial corporations without the need for an express application provision;
repeals a paragraph rendered unnecessary by the amendment to the definition of "foreign entity" in the Business Corporations Act made by this Bill.

SECTION 41: [Financial Institutions Act, section 2] recognizes that neither the Act nor the Credit Union Incorporation Act provides for the Business Corporations Act or the Company Act to apply to extraprovincial corporations.

SECTION 42: [Financial Institutions Act, section 6] repeals a provision that had applied the repealed Company Act to extraprovincial corporations.

SECTION 43: [Financial Institutions Act, section 9] severs a link between extraprovincial corporations and references to extraprovincial companies in the Company Act, by which link Company Act provisions applicable to extraprovincial companies were made applicable to extraprovincial corporations.

SECTION 44: [Financial Institutions Act, section 10]

severs a link between extraprovincial corporations and references to corporations in the Company Act, by which link extraprovincial corporations were required to be registered under the Company Act in order to be a joint tenant in property;
requires the consent of the Financial Institutions Commission as well as the registrar of companies to court-ordered restorations of financial institutions;
removes a reference to the Company Act and its application to extraprovincial corporations.

SECTION 45: [Financial Institutions Act, section 10.1] clarifies the application of the Business Corporations Act to extraprovincial corporations.

SECTION 46: [Financial Institutions Act, section 67] requires a credit union without a prescribed capital base amount to obtain the commission's consent before engaging in activities prescribed by regulation.

SECTION 47: [Financial Institutions Act, section 127] deletes a redundant word.

SECTION 48: [Financial Institutions Act, section 136] adds a missing conjunction.

SECTION 49: [Financial Institutions Act, section 158] applies the new section 67 (2.1) of the Act to extraprovincial credit unions.

SECTION 50: [Financial Institutions Act, section 161] corrects punctuation.

SECTION 51: [Financial Institutions Act, section 202.1] reflects the enactment of the Administrative Tribunals Act and repeal of the Administrative Tribunals Appointment and Administration Act.

SECTION 52: [Financial Institutions Act, section 230] corrects a cross-reference.

SECTION 53: [Financial Institutions Act, section 235] corrects punctuation and a cross-reference and requires that orders, consents or refusals to give consent by the Financial Institutions Commission under section 67 (2.1) of the Act be in writing.

SECTION 54: [Financial Institutions Act, section 237] corrects cross-references.

SECTION 55: [Financial Institutions Act, section 241] corrects a cross-reference.

SECTION 56: [Financial Institutions Act, section 242] allows an order for costs or an order of the Financial Institutions Commission under the new section 67 (2.1) of the Act to be appealed to the Financial Services Tribunal.

SECTION 57: [Financial Institutions Act, section 242.1] corrects a cross-reference error and allows the summary dismissal provisions of the Administrative Tribunals Act to apply to appeals before the Financial Services Tribunal.

SECTION 58: [Financial Institutions Act, section 242.2] repeals the appeal dismissal provisions that are replaced by those in section 31 of the Administrative Tribunals Act.

SECTION 59: [Financial Institutions Act, section 242.4] allows orders by the Financial Institutions Commission for costs or under the new section 67 (2.1) of the Act to be appealed to the Supreme Court.

SECTION 60: [Financial Institutions Act, section 243] corrects a cross-reference.

SECTION 61: [Financial Institutions Act, section 244] corrects a typographical error and allows the commission to order an extraprovincial corporation to comply with the Business Corporations Act.

SECTION 62: [Financial Institutions Act, section 245] corrects a reference to a federal statute that has been renamed.

SECTION 63: [Financial Institutions Act, section 252] makes it an offence for an extraprovincial corporation to contravene the Business Corporations Act and for a director or officer of an extraprovincial corporation to authorize, permit or acquiesce in an extraprovincial corporation contravening the Business Corporations Act.

SECTION 64: [Financial Institutions Act, section 253] provides a penalty for the offence created by the addition of section 252 (2) (h) to the Act by this Bill.

SECTION 65: [Financial Institutions Act, section 256] allows the court to order a person who has been convicted of an offence under the Business Corporations Act with respect to an extraprovincial corporation to comply with that Act.

SECTION 66: [Financial Institutions Act, section 289] adds a regulation-making power to accompany the requirement that the Financial Institutions Commission's consent be obtained before a credit union without a capital base that is specified in the regulation engage in activities that are specified in the regulation.

SECTION 67: [Financial Institutions Act, section 289] allows the Lieutenant Governor in Council, by regulation, to provide, on terms and conditions the Lieutenant Governor in Council considers appropriate, that some or all of the Business Corporations Act applicable to extraprovincial corporations does not apply to specified persons, entities, things or transactions.

SECTION 68: [Financial Institutions Act, section 290] corrects a cross-reference.

Mutual Fire Insurance Companies Act

SECTION 69: [Mutual Fire Insurance Companies Act, sections 26 and 27] repeals provisions about the reserve fund of a mutual fire insurance company.

SECTION 70: [Mutual Fire Insurance Companies Act, section 64] repeals a reference to the reserve fund.

Pacific North Coast Native Cooperative Act

SECTION 71: [Pacific North Coast Native Cooperative Act] repeals the Act.

Public Sector Employers Act

SECTION 72: [Public Sector Employers Act, section 1]

eliminates the requirement that Crown agencies be designated in the regulations, with the result that Crown agencies meeting the criteria in the definition will be considered public sector employers unless specifically exempted by regulation;
removes employers whose employees are appointed under the Public Service Act, as that criterion is redundant;
adds subsidiaries of Crown corporations to the definition of "public sector employer".

SECTION 73: [Public Sector Employers Act, section 15] adds the authority to exempt employers by regulation.

Real Estate Services Act

SECTION 74: [Real Estate Services Act, section 1] adds the definition of "strata corporation" to include a section of a strata corporation.

SECTION 75: [Real Estate Services Act, section 27] allows remuneration earned (as opposed to held or received) by a brokerage for real estate services to be paid into a commission trust account or, if the brokerage has only one licensee, directly to that broker. This amendment removes the requirement that brokerages pay these earned commissions into brokerage trust accounts.

SECTION 76: [Real Estate Services Act, section 60] amends the definition of "compensable loss" in Part 5 (Payments from Special Compensation Fund) to exclude losses that are caused by a licensee acting under an exemption provided by Part 9 of the real estate council rules.

SECTION 77: [Real Estate Services Act, section 85.1] allows the real estate council to undertake consolidations and revisions of its rules and bylaws.

SECTION 78: [Real Estate Services Act, section 128] updates section 128 of the Act to the standard immunity provision language for individuals acting in good faith and extends legal immunity to the real estate council and other relevant persons for quasi-judicial decisions respecting the assessment of compensable losses.

Society Act

SECTION 79: [Society Act, section 74] removes the need for ministerial consent to a conversion of a society to a company.

SECTION 80: [Transitional -- Financial Institutions Act] recognizes filings that would be authorized for extraprovincial corporations under the Business Corporations Act as acceptable filings for extraprovincial corporations under the Company Act.

SECTION 81: [Retroactive effect -- Miscellaneous Statutes Amendment Act, 1998] retroactively brings sections 12 and 13 of the Miscellaneous Statutes Amendment Act, 1998 into force on the date that Royal Assent was given to those sections.

BILL 18 – 2006
FINANCE STATUTES AMENDMENT ACT, 2006

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

(a) in the definition of "foreign corporation" by repealing paragraph (d) (iii) and substituting the following:

(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,

and includes an extraprovincial corporation within the meaning of the Financial Institutions Act; , and

(b) in the definition of "foreign entity" by striking out "or" at the end of paragraph (a), by adding ", or" at the end of paragraph (b) and by adding the following paragraph:

(i) under section 191 of the Financial Institutions Act, is deemed to have a business authorization, or

(ii) under section 193 (2) of the Financial Institutions Act, is ordered by the Financial Institutions Commission to apply for a business authorization; .

2 Section 1 (1) is amended

(a) in the definition of "shareholder" by striking out "or" at the end of paragraph (a), by adding ", or" at the end of paragraph (b) and by adding the following paragraph:

(c) in the case of a company that has been recognized within the meaning of section 3 (1) (b) or (d), a person who, immediately before the corporation was recognized as a company, held one or more shares of the corporation; ,

(b) in the definition of "special rights or restrictions" by adding ", election" after "nomination", and

(c) by repealing paragraph (a) of the definition of "special separate resolution" and substituting the following:

(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 before the meeting;

(ii) when voting on the resolution, shareholders voting shares of that class or series of shares vote in favour of the resolution by at least the following majority:

(A) the majority specified by the memorandum or articles as being required to pass a special separate resolution of those shareholders, or, if no such majority is specified, to pass a separate resolution of those shareholders, if that majority is at least 2/3 and not more than 3/4 of the votes cast on the resolution;

(B) if clause (A) does not apply and the company is a pre-existing company that has not complied with section 370 (1) (a) or 436 (1) (a) or that has a notice of articles that reflects that the Pre-existing Company Provisions apply to the company, 3/4 of the votes cast on the resolution;

3 Section 11 (h) is amended by striking out "after," in both places and substituting "on or after,".

4 Section 32 (a) is amended by striking out "British Columbia to the extent that the laws of that jurisdiction permit," and substituting "British Columbia,".

5 Section 42 (1) is amended

(a) by repealing paragraph (b), and

(b) in paragraph (d) (ii) by striking out "is kept;" and substituting "is available for inspection and copying in accordance with section 111 (4.1) or (4.2), as the case may be;".

6 Section 43 (2) is repealed and the following substituted:

(2) Despite section 42 but subject to section 111 (4) to (4.2), a company may keep all or any of the records referred to in section 42 (1) and (2) at a location other than the records office so long as those records are available for inspection and copying in accordance with sections 46 and 48 at the records office by means of a computer terminal or other electronic technology.

7 Section 47 is repealed.

8 Section 48 (1) is amended by striking out "or 47".

9 Section 49 (8) (b) is amended by striking out "is kept." and substituting "is available for inspection and copying in accordance with section 111 (4.1) or (4.2), as the case may be."

10 Section 50 (1) is amended by striking out "47,".

11 Section 60 (1) (b) is amended

(a) in subparagraph (i) by striking out "determination made under this subparagraph," and substituting "determination made, under this subparagraph or otherwise, in relation to a maximum number of those shares,",

(b) in subparagraph (ii) by striking out "under this subparagraph;" and substituting "for those shares;", and

(c) in subparagraph (iii) by striking out "such special rights or restrictions." and substituting "special rights or restrictions attached to those shares."

12 Section 68 (1) (a) (i) and (2) (a) (ii) is amended by striking out "this Act, a former Companies Act or any other Act" and substituting "this or any other Act, including a former Companies Act, or of any regulation".

13 Section 74 is amended

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

(b) subject to subsection (1.1), by a special resolution. , and

(b) by adding the following subsection:

(1.1) A company must not reduce its capital under subsection (1) (b) if there are reasonable grounds for believing that the realizable value of the company's assets would, after the reduction, be less than the aggregate of its liabilities.

14 Section 75 (a) is repealed and the following substituted:

(a) redeem, purchase or otherwise acquire shares under section 77 or 227 (3) (g), or under Division 2 of Part 8 or Division 5 of Part 9; .

15 Section 111 is amended

(a) in subsection (4) by striking out "in British Columbia" and substituting "inside or outside British Columbia" , and

(b) by adding the following subsections:

(4.1) If, under subsection (4), the directors designate a location outside British Columbia as the location at which the company maintains its central securities register, the central securities register must be available for inspection and copying in accordance with sections 46 and 48 at a location inside British Columbia by means of a computer terminal or other electronic technology.

(4.2) If, under subsection (4), the directors designate a location inside British Columbia as the location at which the company maintains its central securities register, the central securities register must be available for inspection and copying in accordance with sections 46 and 48 at

(a) that designated location, or

(b) another location inside British Columbia by means of a computer terminal or other electronic technology.

16 Section 117 is amended by striking out "register." and substituting "register or a branch securities register."

17 Section 140 (3) (a) is repealed and the following substituted:

(a) may be passed without a meeting in any of the following circumstances:

(i) in the case of a resolution to approve a contract or transaction in respect of which a director has disclosed that he or she has or may have a disclosable interest, within the meaning of Division 3, if each of the other directors who have not made such a disclosure in respect of the contract or transaction and who are entitled to vote on the resolution consents in writing to the resolution;

(ii) in the case of a resolution not referred to in subparagraph (i), if each of the directors entitled to vote on the resolution consents to it in writing;

(iii) in the case of either resolution, in any other manner permitted under this Act or under the memorandum or articles of the company, and .

18 Section 144 (1) is amended by striking out "behalf in any location inside or outside British Columbia." and substituting "behalf."

19 Section 157 (1) (d) is amended by striking out everything after "whether or not" and by adding the following subparagraphs:

(i) the record was forged, fraudulently made or inaccurate, or

(ii) the information or representation was fraudulently made or inaccurate.

20 Section 181 is amended

(a) by striking out "Act does not or" and substituting "Act or the regulations or", and

(b) by striking out "Act and of the memorandum and" and substituting "Act, the regulations, the memorandum and the".

21 Section 205 (c) is repealed and the following substituted:

(i) a person referred to in paragraph (a) or (b) of this section, or

(ii) authorized to make an auditor's report under the Securities Act, or, in the case of a reporting issuer equivalent, under the legislation that applies to the company and has provisions that are comparable in scope and intent to the auditor qualification provisions of the Securities Act and the regulations made under that Act.

22 Section 266 is amended by adding the following subsection:

(8) Without limiting section 111 (1), after a special Act corporation is converted into a company, the converted company must register in its central securities register the shares of the company that were held by shareholders of the corporation immediately before its conversion, and, with respect to those shares, must register

(a) the name and last known address of each of those shareholders,

(b) the class, and any series, of those shares, and

23 Section 271 (7) is amended by striking out "(6) (a)" and substituting "(6) (a) (ii)".

24 Section 272 is amended by striking out "271 (6)" and substituting "section 271 (6)".

25 Section 274 (1) and (2) is repealed and the following substituted:

(1) Two or more companies that are subsidiaries of the same holding corporation or two or more companies that are either wholly owned by the same individual or that are subsidiaries of one or more companies wholly owned by that individual may amalgamate and continue as one company without complying with sections 270 and 271 if

(a) all of the issued shares of each amalgamating company are held by,

(i) in the case of amalgamating companies that are subsidiaries of the same holding corporation, the holding corporation or another amalgamating company, or

(ii) in the case of amalgamating companies that are wholly owned by the same individual or by a subsidiary of a company wholly owned by that individual, that individual or another amalgamating company,

(b) the amalgamation is approved by each of the amalgamating companies by a special resolution of the amalgamating company or by a resolution of its directors,

(i) subject to subsections (2) and (2.1) of this section, the shares of all but one of the amalgamating companies be cancelled on the amalgamation without any repayment of capital in respect of those shares, and

(ii) the amalgamated company have, as its notice of articles and articles, the notice of articles and articles of the amalgamating company the shares of which are not to be cancelled (which amalgamating company is, in this section, called the "primary company"), and

(d) the primary company, if a pre-existing company, has complied with section 370 (1) or 436 (1).

(2) If the amalgamation is one to which subsection (1) (a) (i) of this section applies, the primary company must be a company all of the issued shares of which are held by the holding corporation.

(2.1) If the amalgamation is one to which subsection (1) (a) (ii) applies, the primary company must be a company all of the issued shares of which are held by the individual.

26 Section 284 (5) is amended by striking out "(4) (a)" and substituting "(4) (a) (ii)".

27 Sections 285 and 310 are amended by adding ", in effect," after "provide".

28 Section 289 (2) is amended by striking out "(1) (a)" and substituting "(1) (a) (ii)".

29 Section 303 is amended by adding the following subsection:

(3) Without limiting section 111 (1), after a foreign corporation is continued into British Columbia as a company, the continued company must register in its central securities register the shares of the company that were held by shareholders of the corporation immediately before its continuation, and, with respect to those shares, must register

(a) the name and last known address of each of those shareholders,

(b) the class, and any series, of those shares, and

30 Section 339 (d) is repealed and the following substituted:

(d) any record, information or representation that the court considers provides reasonable grounds for the actions of the liquidator, whether or not

(i) the record was forged, fraudulently made or inaccurate, or

(ii) the information or representation was fraudulently made or in-accurate.

31 Sections 370 (3), 372 (2), 436 (3) and 438 (2) are amended by striking out "contain a condition" and substituting "state".

32 Sections 371 (1) (c) and 437 (1) (c) are amended by striking out "to (3)".

33 Section 411 is amended by adding the following subsections:

(1.1) The registrar may refuse to accept any record submitted to the registrar for filing by or on behalf of a company if

(a) the company has not made the filings, contemplated by section 127, that would confirm that it is in compliance with section 120, or

(b) the company

(i) tendered a cheque in payment of a fee required under section 431 and that cheque failed to clear the savings institution on which it was drawn, or

(ii) otherwise failed to pay a fee required under section 431.

(1.2) Despite subsection (1.1) (a) but without limiting subsections (1) and (1.1) (b), the registrar must not, in the circumstances referred to in subsection (1.1) (a), refuse to accept

(a) a filing contemplated by section 127, or

(b) a filing under section 316 or 343.

34 Section 422 (1) (e) is amended by striking out "drawn," and substituting "drawn, or otherwise fails to pay a fee required under section 431,".

35 Section 426 (1) is amended

(a) in paragraph (a) by adding "49 (3)," after "42,", and

(b) by repealing paragraph (c).

36 Section 428 is amended

(a) in subsection (1) by striking out "(c),", and

(b) in subsections (4) and (5) by striking out "that commits" and substituting "who commits".

37 Section 442.1 is amended by adding the following subsection:

(2.1) If a pre-existing company that has not removed the application of the Pre-existing Company Provisions under subsection (3) amalgamates with one or more corporations under section 273 or 274 and the amalgamated company has as its notice of articles the notice of articles of that pre-existing company, this section applies to the amalgamated company as if it were a pre-existing company.

Escheat Act

38 Section 4 (4) of the Escheat Act, R.S.B.C. 1996, c. 120, is amended by striking out "by order of a court, the order" and substituting ", the revival".

Financial Institutions Act

39 Section 1 (1) of the Financial Institutions Act, R.S.B.C. 1996, c. 141, is amended in the definition of "capital base" by striking out "section 289 (3) (f)" and substituting "section 289 (3) (e) or (f)".

40 Section 1 (4) is amended

(a) in paragraph (b) by striking out "subject to paragraph (c),",

(b) in paragraph (b) by striking out "financial institution or extraprovincial corporation," and substituting "financial institution,", and

(c) by adding ", and" at the end of paragraph (a), by striking out "and" at the end of paragraph (b) and by repealing paragraph (c).

41 Section 2 is amended by striking out "financial institution or an extraprovincial corporation." and substituting "financial institution."

42 Section 6 is repealed.

43 Section 9 (3) is repealed and the following substituted:

(3) A reference to "company" or "corporation" in the Company Act must be read as a reference to "financial institution" or to "credit union", "trust company" or "insurance company", as the context requires.

44 Section 10 is amended

(a) by repealing subsection (2),

(b) by repealing subsection (15.1) and substituting the following:

(15.1) The references to "the registrar" in section 262 (4) (a) (i) of the Company Act must be read as references to "the registrar and the commission". , and

(c) by repealing subsection (16).

45 The following section is added:

Specific rules respecting Business Corporations Act
application to extraprovincial corporations

10.1 (1) Sections 90 to 102 and 302 to 307 of the Business Corporations Act do not apply to extraprovincial corporations.

(2) Without limiting Division 11 of Part 10 of the Business Corporations Act, before submitting an application to the registrar under that Division or before making an application to the court under that Division, the applicant must, if the application relates to an extraprovincial corporation,

(a) first obtain the consent of the superintendent to a name and then reserve that name under the Business Corporations Act, and

(b) obtain the consent of the commission to the restoration, or conversion of a limited restoration, contemplated by the application.

(3) For the purposes of section 379 of the Business Corporations Act as it applies to extraprovincial corporations, the reference in section 379 (1) to "within 2 months" must be read as "immediately".

46 Section 67 is amended by adding the following subsection:

(2.1) Whether or not a credit union is otherwise complying with the regulations, if the amount of the capital base of a credit union does not comprise a prescribed percentage of the calculated value of the credit union's risk weighted assets, the credit union must obtain the commission's written consent before engaging in

(a) prescribed activities, or

(b) prescribed activities in prescribed circumstances or that have or may have prescribed consequences.

47 Section 127 (3) is amended by striking out "a report in in the form" and substituting "a report in the form".

48 Section 136 (3) (a) (iv) is amended by striking out "risk," and substituting "risk, and".

49 Section 158 is amended

(a) in subsection (1) by striking out "67 (1), 79," and substituting "67 (1) and (2.1), 79,", and

(b) in subsection (3) by striking out "67 (2), 112," and substituting "67 (2) and (2.1), 112,".

50 Section 161 is amended by striking out "prescribed words" as part of the name" and substituting "prescribed words as part of the name".

51 Section 202.1 is repealed and the following substituted:

Application of Administrative Tribunals Act

202.1 Sections 1 to 3, 5 to 8 and 10 of the Administrative Tribunals Act apply to the commission.

52 Section 230 is amended by striking out "sections 231 to 233 to the council" and substituting "sections 231 to 232.1 to the council, except if the reference is to rules made by the council,".

53 Section 235 is amended

(a) in subsection (1) (b) by striking out ", or," and substituting ", or",

(b) in subsection (2) by striking out "67 (3)," and substituting "67 (2.1) and (3),", and

(c) in subsection (5) (b) by striking out "71,".

54 Section 237 (2) is amended

(a) in paragraph (a) by striking out "233,", and

(b) in paragraph (b) by striking out "71 or".

55 Section 241 (5) is amended by striking out "section 233" and substituting "section 233 before its repeal or section 241.1 (1)".

56 Section 242 (1) is amended

(a) by adding "the superintendent," after "A person directly affected by any of the following decisions of",

(b) in paragraph (a) by striking out "67 (2), 93," and substituting "67 (2) and (2.1), 93,", and

(c) in paragraph (a) by adding "241.1," after "231 (1),".

57 Section 242.1 (7) is amended

(a) by adding "31," after "24,", and

(b) by striking out "48 to 57 and 59 to 61" and substituting "48 to 58, 60 and 61".

58 Section 242.2 (10) is amended

(a) by adding "and" at the end of paragraph (e.1), and

(b) by repealing paragraph (f).

59 Section 242.4 (1) (a) is amended

(a) by striking out "67 (2), 93," and substituting "67 (2) and (2.1), 93,", and

(b) by adding "241.1," after "231 (1),".

60 Section 243 (1) and (2) (b) is amended by striking out "248 (4)" and substituting "248 (2)".

61 Section 244 (2) is amended

(a) by striking out "opinion of the commissioner" and substituting "opinion of the commission",

(b) by adding the following paragraph:

(a.1) if the person is an extraprovincial corporation, does not comply with the Business Corporations Act, , and

(c) in paragraph (c) by striking out "this Act, the regulations or the Company Act as it applies for the purposes of this Act," and substituting "this Act or the regulations, with the Company Act as it applies for the purposes of this Act or, in the case of an extraprovincial corporation, with the Business Corporations Act,".

62 Section 245 (1) (j) (ii) is amended by striking out "Winding-up Act (Canada)." and substituting "Winding-up and Restructuring Act (Canada)."

63 Section 252 is amended

(a) in subsection (2) by striking out "or" at the end of paragraph (f), by adding ", or" at the end of paragraph (g) and by adding the following paragraph:

(h) is an extraprovincial corporation and contravenes the Business Corporations Act. , and

(b) by repealing subsection (6) and substituting the following:

(6) If a financial institution commits an offence under the Company Act as it applies for the purposes of this Act, or if an extraprovincial corporation commits an offence under subsection (2) (h), a director or officer of the financial institution or extraprovincial corporation who authorizes, permits or acquiesces in the offence commits the same offence whether or not the financial institution or extraprovincial corporation is convicted of the offence.

64 Section 253 (2) is amended by striking out "section 252 (2) (b), (d) or (g)" and substituting "section 252 (2) (b), (d), (g) or (h)".

65 Section 256 is repealed and the following substituted:

Court order to comply

256 If a person is convicted of an offence under

(a) this Act,

(b) the Company Act as it applies for the purposes of this Act, or

the court may, in addition to any punishment the court may impose, order the person to comply with the applicable enactment.

66 Section 289 (3) is amended by adding the following paragraph:

(f.1) for the purpose of section 67 (2.1),

(i) prescribing a percentage of the calculated value of a credit union's risk weighted assets,

(ii) prescribing activities, circumstances and consequences, and

(iii) establishing matters about which the commission must be satisfied before giving its consent, .

67 Section 289 (4) is amended by striking out "and" at the end of paragraph (o) and by adding the following paragraph:

(o.1) providing that a provision of the Business Corporations Act applicable to an extraprovincial corporation does not apply to or in respect of a person, entity, thing or transaction, and prescribing circumstances in which or conditions on which the provision is disapplied under this paragraph, and .

68 Section 290 (a) is amended by striking out "sections 231 to 233" and substituting "sections 231 to 232.1".

Mutual Fire Insurance Companies Act

69 Sections 26 and 27 of the Mutual Fire Insurance Companies Act, R.S.B.C. 1960, c. 262, are repealed.

70 Section 64 is amended by striking out "reserve or".

Pacific North Coast Native Cooperative Act

71 The Pacific North Coast Native Cooperative Act, R.S.B.C. 1996, c. 343, is repealed.

Public Sector Employers Act

72 Section 1 of the Public Sector Employers Act, R.S.B.C. 1996, c. 384, is amended in the definition of "public sector employer" by repealing paragraph (b) and substituting the following:

(b) unless exempted by the regulations,

(i) a corporation or an unincorporated board, commission, council, bureau, authority or similar body that has on its board of management or board of directors 50% or more members who are appointed by an Act, a minister or the Lieutenant Governor in Council, or

(ii) a subsidiary, as defined in section 1 (1) of the Business Corporations Act, of a corporation that is a public sector employer, .

73 Section 15 (2) (a) is amended by striking out "designating" and substituting "designating or exempting".

Real Estate Services Act

74 Section 1 of the Real Estate Services Act, S.B.C. 2004, c. 42, is amended by adding the following definition:

"strata corporation" means a strata corporation within the meaning of the Strata Property Act and includes a section within the meaning of that Act; .

75 Section 27 is amended

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

(b) all money held or received on account of remuneration for real estate services, including a share of remuneration received from another brokerage. , and

(b) by adding the following subsections:

(4.1) Despite subsection (2) (b), remuneration that has already been earned, as determined in accordance with the rules, by a brokerage may be paid into a commission trust account maintained by the brokerage.

(4.2) Subsections (2) (b) and (4.1) do not apply to remuneration that has already been earned, as determined in accordance with the rules, by a brokerage if the brokerage has no related licensees other than a managing broker.

76 Section 60 is amended in the definition of "compensable loss" by striking out "or" at the end of paragraph (c), by adding ", or" at the end of paragraph (d) and by adding the following paragraph:

(e) was caused by conduct of a licensee acting under an exemption provided by Part 9 of the rules; .

77 The following section is added:

Consolidation and revision of bylaws and rules

85.1 (1) Subject to the regulations, the real estate council may make bylaws giving effect to an editorial consolidation or revision of all or some of its bylaws and rules that does one or more of the following:

(a) consolidates provisions and omits spent provisions;

(b) alters the form, style, punctuation, numbering and arrangement of provisions;

(2) The authority under subsection (1) does not include the authority to make substantive changes to the bylaws or rules.

78 Section 128 is amended

(a) in subsections (2) and (3) by striking out "no action or other legal proceedings for damages lies or may be brought" and substituting "no legal proceeding for damages lies or may be commenced or maintained",

(b) by adding the following subsection:

(2.1) Subject to subsection (4), no legal proceeding for damages lies or may be commenced or maintained against a protected individual, the real estate council, the compensation fund corporation or the government because of anything done or omitted

(a) in the performance or intended performance of any duty, or

(b) in the exercise or intended exercise of any power

under Part 5 [Payments from Special Compensation Fund]. , and

(c) by repealing subsection (4) and substituting the following:

(4) Subsections (2), (2.1) and (3) do not apply to a protected individual in relation to anything done or omitted in bad faith.

Society Act

79 Section 74 (1) of the Society Act, R.S.B.C. 1996, c. 433, is repealed and the following substituted:

(1) Subject to subsection (2), a society may, with the consent of the registrar and in accordance with the regulations, be converted to a company and, for that purpose, the following provisions of the Business Corporations Act apply to the society as if it were a special Act corporation within the meaning of that Act:

(a) section 266 except

(i) in subsection (1), the words "if it has the consent of the minister to do so, and", and

(ii) subsections (3) (b) and (6);

(b) sections 267 and 268.

Transitional -- Financial Institutions Act

80 If an extraprovincial corporation is authorized or required to file a record with the registrar under a provision of the Company Act referred to in section 6 of the Financial Institutions Act, the filing with the registrar of a record referred to in the Business Corporations Act that is of the same or similar effect to the authorized or required record, if filed in the manner and form authorized or required under the Business Corporations Act, constitutes full and complete filing of the authorized or required record.

Retroactive effect -- Miscellaneous Statutes Amendment Act, 1998

81 (1) Sections 12 and 13 of the Miscellaneous Statutes Amendment Act, 1998, S.B.C. 1998, c. 11, are deemed to have come into force on May 13, 1998.

(2) This section is retroactive to the extent necessary to give it full force and effect and must not be construed as lacking retroactive effect in relation to any matter because it makes no specific reference to that matter.

Commencement

82 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:

Item	Column 1 Provisions of Act	Column 2 Commencement
1	Anything not elsewhere covered by this table	The date of Royal Assent
2	Sections 2 to 37	By regulation of the Lieutenant Governor in Council
3	Section 38	March 29, 2004
4	Sections 39, 46 to 60, 62, 66 and 68	By regulation of the Lieutenant Governor in Council
5	Sections 69 and 70	December 31, 2006 or on a later date prescribed by regulation of the Lieutenant Governor in Council
6	Sections 72, 73 and 79	By regulation of the Lieutenant Governor in Council
7	Section 80	March 29, 2004

Explanatory Notes

Business Corporations Act

SECTION 2: [Business Corporations Act, section 1]

includes, in the definition of "shareholder", in relation to converted and continued companies, a person who was a shareholder of the corporation immediately before its conversion or continuation;
harmonizes the language of the definition of "special rights or restrictions" with the rest of the Act by linking the election of directors with the appointment of directors;
clarifies that even for companies that have a notice of articles that reflects that the Pre-existing Company Provisions apply to the company, the majority required to pass a special separate resolution is the majority specified in the memorandum or articles as being the majority required to pass a separate resolution or a special separate resolution if that specified majority is between 2/3 and 3/4 of the votes cast.

SECTION 4: [Business Corporations Act, section 32] removes unnecessary words.

SECTION 5: [Business Corporations Act, section 42]

removes the necessity for a company to keep at its records office certified copies of records furnished to it by the registrar;
requires identifying the location in British Columbia at which the central securities register of a company may be inspected and copied.