[Return to: 2007 (Spring) First Reading Bills Home Page
(3rd session, 38th Parliament)]
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FINANCE STATUTES AMENDMENT ACT, 2007 (First Reading) | Mar. 12/07 | |||||||||||||||||||||||||||||||||
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HER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of British Columbia, enacts as follows: 1 Section 1 (1) of the Business Corporations Act, S.B.C. 2002, c. 57, is amended in the definition of "charter" (a) in paragraph (a) by striking out "and every alteration to them,", and (b) in paragraph (b) by striking out "that record and every alteration to it applying to the corporation;" and substituting "that record;". 2 Section 1 (1) is amended by adding the following definitions: "limited company" means a company that is not an unlimited liability company; "unlimited liability company" means a company that has, in its notice of articles, the statement referred to in section 51.11; . 3 Section 10 (3) (d) (ii) is repealed and the following substituted: (ii) if a name is not reserved, a statement that the name by which the company is to be incorporated is the name created, (A) in the case of a limited company, by adding "B.C. Ltd." after the incorporation number of the company, or (B) in the case of an unlimited liability company, by adding "B.C. Unlimited Liability Company" after the incorporation number of the company, and . 4 Section 21 (1) is amended by striking out "Subject to this Division, a" and substituting "A". 5 Section 21 (2) is repealed and the following substituted: (2) Subsection (1) does not apply to (a) an unlimited liability company, or (b) a company that is recognized as a result of an amalgamation to which section 273, 274 or 275 (2) (b) (i) (A) applies. (3) The name of an unlimited liability company must comply with section 51.21. 6 Section 22 (5) is amended by striking out "of" and substituting "set out in". 7 Section 23 (1) is amended by striking out "A" and substituting "Subject to section 51.21 (1), a". 8 Section 23 is amended by adding the following subsection: (3) If the name of a company includes its incorporation number and if the first numeral of that incorporation number is a zero, (a) the name may be abbreviated by removing that zero, and (b) the abbreviated name is, for all purposes, interchangeable with the unabbreviated name. 9 Section 25 (1) is amended by striking out "Subject to this Division, the" and substituting "The". 10 Section 28 (1) is repealed and the following substituted: (1) If, for any reason, the name of a company contravenes (a) any of the prescribed requirements, (b) any of the other requirements set out in this Division, or (c) any of the requirements set out in section 51.21, the registrar may, in writing and giving reasons, order the company to change its name, and section 263 applies. 11 Section 44 (3) is repealed and the following substituted: (3) The person who maintains the records office for the company must note on each record referred to in section 42 (1) (c) (i) or (iv), (g), (k) (ii) or (n) (ii) or (iii) or (2) (a) (iv) or 68 (4) (b) (ii) that is received for deposit at the company's records office the date and time on which that record is received for deposit. 12 Section 49 (3) is amended 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) identify the shareholders of an unlimited liability company. 13 The following Part is added: Part 2.1 -- Unlimited Liability Companies Definition51.1 For the purposes of this Part, "foreign unlimited liability corporation" means (a) an unlimited liability corporation under the Business Corporations Act (Alberta), (b) an unlimited company under the Companies Act (Nova Scotia), (c) any other foreign corporation of which the shareholders, in their capacity as shareholders of the corporation, are liable for the debts and liabilities of the corporation, or (d) a foreign corporation within a prescribed class of foreign corporations. Notice of articles of unlimited liability company
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| 1 | Subject to items 1.1 and 1.2, for incorporation, amalgamation or restoration or restoration of a company ................................................................................. | $350* |
| 1.1 | For incorporation of an unlimited liability company ............................................ | $1 000* |
| 1.2 | For an amalgamation that results in an unlimited liability company ...................... | $1 000* |
(b) by repealing item 11 and substituting the following:
| 11 | Subject to item 11.1, for continuation into British Columbia, continuation out of British Columbia or amalgamation under Division 4 of Part 9 ........................... | $350* |
| 11.1 | For continuation into British Columbia as an unlimited liability company ........... | $1 000* |
(c) by repealing item 14 and substituting the following:
| 14 | Subject to item 14.1, for filing a notice of alteration ........................................ | $100* |
| 14.1 | For filing a notice of alteration to become an unlimited liability company .......... | $1 000* |
Cooperative Association Act
34 Section 1 (1) of the Cooperative Association Act, S.B.C. 1999, c. 28, is amended
(a) in the definition of "association" by striking out "cooperative;" and substituting "cooperative and a community service cooperative;",
(b) by adding the following definition:
"community service cooperative" means an association referred to in section 178.1 (1); ,
(c) by repealing the definition of "Company Act",
(d) by adding the following definitions:
"Company Act, 1996" means the Company Act, R.S.B.C. 1996, c. 62;
"federal corporation" 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; ,
(e) by repealing the definition of "reporting association" and substituting the following:
"reporting association" means
(a) an association that was a reporting association under a former Act immediately before the coming into force of this definition and has not ceased under section 2 of this Act to be a reporting association, or
(b) a community service cooperative that is ordered to be a reporting association under section 178.2 and has not ceased under section 2 to be a reporting association; , and
(f) by repealing subsections (2), (3) and (5) and substituting the following:
(3) For the purposes of the definition of "special rights or restrictions", the expressions "special rights" and "restrictions", whether used together or separately, have a corresponding meaning.
35 Sections 5 to 7 are repealed.
36 Section 11 (a) is repealed and the following substituted:
(a) make and subscribe, in duplicate,
(i) a memorandum in a form established by the registrar, and
(ii) the rules adopted by the subscribers, .
37 Section 12 is amended by adding the following paragraph:
(e.1) if the association is a community service cooperative, comply with section 178.1 (1), .
38 Section 23 (3) is repealed and the following substituted:
(3) An association must not include in its name the words "not for profit" or "non profit" or any words of similar import unless it is
(a) a housing cooperative to which section 173 applies, or
(b) a community service cooperative.
39 Section 38 (4) is repealed and the following substituted:
(4) In the case of
(a) a community service cooperative, or
(b) an association to which section 173 or 196 (2) applies,
the refund on account of membership shares must not exceed the amount paid up on the member's membership shares.
40 Section 67 is repealed and the following substituted:
67 (1) An association may reduce its membership share capital or investment share capital, whether issued or unissued, in any way by special resolution confirmed by the court and, without limiting this, may
(a) extinguish or reduce the liability on any of its partly paid shares in respect of capital not paid up,
(b) either with or without extinguishing or reducing the liability on any of its partly paid shares, cancel any paid up capital that is lost or unrepresented by available assets, or
(c) either with or without extinguishing or reducing the liability on any of its partly paid shares, pay off any paid up capital that is in excess of the needs of the association.
(2) The court may confirm the resolution referred to in subsection (1), in whole or in part and on terms and conditions the court considers appropriate, if the court is satisfied that
(a) every creditor of the association who the court considers is entitled to object to the reduction has consented to it, or
(b) the debt or claim
(i) has been discharged,
(ii) has determined, or
(iii) has been secured.
(3) A resolution under subsection (1) does not take effect until the registrar has accepted for filing a certified copy of the resolution and the court order.
(4) If a resolution under subsection (1) has the effect of diminishing the authorized share capital of an association,
(a) the resolution must alter the memorandum accordingly, and
(b) the association must file a copy of its memorandum, as altered, with any material required by the registrar under subsection (3).
(5) If the association making application for confirmation of a resolution referred to in subsection (1) is an association registered under Part 2 of the Employee Investment Act, the court must not confirm the resolution until the association has presented satisfactory proof that any amount payable to the Minister of Finance under section 31 or 32 of that Act has been paid.
41 The following Division is added to Part 4:
Division 5 -- Debentures
67.1 A contract with an association to take up and pay for a debenture of the association may be enforced by an order for specific performance.
67.2 Despite any rule of equity to the contrary, no condition contained in a debenture, or in a deed for securing a debenture, is invalid merely because the debenture is made irredeemable or redeemable only on the happening of a contingency, however remote, or on the expiration of a period, however long.
67.3 (1) If an association redeems a debenture that was previously issued as one of a series,
(a) unless an express or implied provision to the contrary is contained in
(i) the debenture,
(ii) the rules, or
(iii) a contract entered into by the association, or
(b) unless the association has, by a resolution of the members, manifested its intention that the debenture be cancelled,
the association has, and is deemed always to have had, power to reissue the debenture, either by reissuing the same debenture or by issuing another debenture in its place, and
(c) if the debenture so states, or
(d) if the debenture was first issued before January 1, 1977,
on the reissue, the person entitled to the debenture has, and is deemed always to have had, the same priority as if the debenture had never been redeemed.
(2) If an association redeems a debenture and has the power to reissue that debenture, particulars of that debenture must be included in the balance sheet of the association.
(3) If an association has issued or deposited a debenture created by it to secure advances on current account or otherwise, the debenture is not deemed to have been redeemed merely because any of the advances are repaid, or that the account of the association ceases to be in debit, while the debenture remains issued or deposited.
(4) The reissue of a debenture or the issue of another debenture in its place under this section is deemed not to be the issue of a new debenture for the purpose of a provision limiting the amount or number of debentures to be issued.
67.4 A register of debentureholders prepared under the Company Act, 1996, or an earlier Companies Act, as it applied for the purposes of a former Act, is evidence of any matters directed or authorized under the applicable Act to be inserted in it.
42 Section 68 (1) is amended by adding ", 178.1" after "173".
43 Section 70 (2) is amended by striking out "members on the special resolution," and substituting "members,".
44 Section 72 (3) is amended by striking out "persons" and substituting "individuals".
45 Sections 78 (1) and 83 (1) are amended by striking out "the prescribed form," and substituting "a form established by the registrar,".
46 Section 79 (3) is amended by striking out "a person" and substituting "an individual".
47 Section 86 (2) is amended
(a) by striking out everything after "disclosure was required under", and
(b) by adding the following paragraphs:
(a) a former Act, or
(b) the Company Act, 1996, or an earlier Companies Act, as it applied for the purposes of a former Act.
48 Section 87 (1) is amended
(a) by striking out everything after "the time required under", and
(b) by adding the following paragraphs:
(a) a former Act, or
(b) the Company Act, 1996, or an earlier Companies Act, as it applied for the purposes of a former Act.
49 Section 89 (2) (a) is repealed and the following substituted:
(a) the disclosable interest was disclosed before the coming into force of this Act in the manner and within the time required, at the time of the disclosure, under
(i) a former Act, or
(ii) the Company Act, 1996, or an earlier Companies Act, as it applied for the purposes of a former Act,
and the contract or transaction was approved
(iii) in the manner and within the time required under the applicable Act, or
(iv) in accordance with section 90 of this Act, .
50 Section 107 is repealed.
51 Section 110 (1) (b) is amended by striking out "the Company Act," and substituting "the Business Corporations Act,".
52 The following section is added:
113.1 (1) The directors of a reporting association must not, unless notice is contained in the notice of the meeting, propose at an annual general meeting the appointment of an auditor other than the appointment of the incumbent auditor.
(2) If the notice of the meeting contains the notice referred to in subsection (1),
(a) the association must, at least 14 days before the mailing of the notice of the meeting, give to the incumbent auditor written notice of the intention of the directors not to recommend the auditor's reappointment at the annual general meeting, specifying in it the date on which the notice of the meeting is proposed to be mailed, and
(b) the incumbent auditor has the right to make to the association, at least 3 days before the mailing of the notice of the meeting, representations in writing respecting the proposal not to reappoint the incumbent as auditor, and the association, at its expense, must forward, with the notice of the meeting, a copy of those representations to every member entitled to receive notice of the meeting.
53 The following Division is added to Part 7:
Division 1.1 -- Audit Committee
113.2 (1) The directors of a reporting association, from among their number, must elect at their first meeting following each annual general meeting a committee, to be known as the audit committee, composed of at least 3 directors, of whom a majority must not be officers or employees of the association or of an affiliate of the association, to hold office until the next annual general meeting.
(2) At every meeting of the audit committee, a quorum consists of a majority of those members of the committee who are not officers or employees of the association or of an affiliate of the association.
(3) The members of the audit committee must elect a chair from among their number and, subject to subsection (2), may determine their own procedures.
(4) Before a financial statement that is to be submitted to an annual general meeting is considered by the directors, it must be submitted to the audit committee for review with the auditor, and, after that, the report of the audit committee on the financial statement must be submitted to the directors.
(5) The auditor must be given notice of, and has the right to appear before and to be heard at, every meeting of the audit committee, and must appear before the audit committee when requested to do so by the committee.
(6) On the request of the auditor, the chair of the audit committee must convene a meeting of the audit committee to consider any matters the auditor believes should be brought to the attention of the directors, members or investment shareholders.
54 Section 126 (1) and (2) is amended by striking out "the prescribed form" and substituting "a form established by the registrar".
55 Section 128 (1) is amended
(a) by repealing paragraph (f),
(b) by repealing paragraphs (h), (i), (j) and (k) and substituting the following:
(h) each of the following that was prepared before the coming into force of this paragraph:
(i) its register of transfers;
(ii) its register of debentureholders;
(iii) its register of debentures;
(iv) its register of indebtedness;
(v) its register of allotments; , and
(c) in paragraph (n) by striking out "the minister or".
56 Section 155 is repealed.
57 Section 156 is amended by adding the following subsections:
(3) On an application under subsection (1), the court may, with a view to bringing to an end or to remedying the matters complained of, make an interim or final order it considers appropriate, and, without limiting this, the court may
(a) direct or prohibit any act or cancel or vary any transaction or resolution,
(b) regulate the conduct of the association's affairs in future,
(c) provide for the purchase of the shares of any member or investment shareholder of the association by another member or investment shareholder of the association, or by the association,
(d) in the case of a purchase by the association, reduce the association's capital or otherwise,
(e) appoint a receiver or receiver manager,
(f) order that the association be wound up under Part 14,
(g) authorize or direct that proceedings be commenced in the name of the association against any party on the terms the court directs,
(h) require the association to produce financial statements,
(i) order the association to compensate an aggrieved person, and
(j) direct rectification of any record of the association.
(4) An association referred to in subsection (1) must file with the registrar a certified copy of an order made by the court under this section, or on appeal from it, within 14 days after the entry of that order in the court registry.
(5) For the purposes of this section, a reference to a "member" or an "investment shareholder" must be read as including
(a) a beneficial owner of a membership share or an investment share in the association, and
(b) any other person who, in the discretion of the court, is a proper person to make an application under this section.
58 The following sections are added to Division 1 of Part 9:
157.1 In any proceeding against a person who is a director, officer, receiver, receiver manager or liquidator of an association, if it appears to the court that the person is or may be liable in respect of negligence, default, breach of duty or breach of trust but has acted honestly and reasonably and ought fairly to be excused, the court must take into consideration all the circumstances of the case, including those connected with the person's appointment, and may relieve the person, either wholly or partly, from liability, on the terms the court considers necessary.
157.2 (1) An application to the court under this Act
(a) must be made by motion, and
(b) unless notice is specifically required by this Act, may be brought without notice to any other person.
(2) Despite subsection (1), the court may direct that notice of an application under this Act be served on those persons the court requires.
59 Section 158 is amended
(a) by renumbering the section as section 158 (1), and
(b) by adding the following subsections:
(2) Notice of an application under this section must be given to the registrar, and, if the court makes an order appointing an inspector, the inspector must, within 7 days after the date of the order, file a certified copy of the order with the registrar.
(3) The court may
(a) before appointing an inspector, require the applicant to give security for payment of the costs and expenses of the investigation, and
(b) at any time,
(i) set the amount of the costs and expenses, and
(ii) order by whom and in what proportion they must be paid.
(4) A person who is a receiver of property of an association or who is a director, receiver manager, officer, employee, banker, auditor or agent of the association or of any of the association's affiliates must
(a) produce, for the examination of an inspector appointed under this section, every record, including every document, instrument and accounting record, relating to the association and any of its affiliates in the person's custody or control, and
(b) give to the inspector every assistance in connection with the investigation that the person is reasonably able to give.
(5) An inspector appointed under this section may examine on oath any person who is or was a receiver of property of an association, or a director, receiver manager, officer, employee, banker, auditor or agent of the association or of any of its affiliates, in relation to their affairs, management, accounts and records, and the inspector may administer the oath.
(6) A person examined under subsection (5) must answer any question that is
(a) within the scope of the investigation, and
(b) put to that person by the inspector.
(7) On the conclusion of an investigation under this section, the inspector must
(a) report to the court, and
(b) send a copy of the report to the registrar, the association and any other persons the court or the registrar orders.
60 Section 159 is amended
(a) by renumbering the section as section 159 (1), and
(b) by adding the following subsections:
(2) An inspector appointed under subsection (1) has the same powers as an inspector appointed by the court under section 158.
(3) If an inspector is appointed under this section, a person who is or was a receiver of property of the association, and each director, receiver manager, officer, employee, banker, auditor and agent of the association or of any of its affiliates, must comply with section 158 (4) to (6) as if the inspector had been appointed by the court.
61 The following sections are added to Part 9:
159.1 An inspector appointed under this Part must not require a lawyer to disclose any privileged communication made to him or her in that capacity, except as to the name and address of his or her clients.
159.2 A copy of the report of an inspector appointed under section 158 or 159, signed by the inspector, is admissible in any legal proceeding as evidence of the opinion of the inspector.
62 Section 160 is amended in the definition of "reasonable value" by adding "a community service cooperative or" after "membership shares of".
63 Section 161 (1) is amended by adding the following paragraph:
(f) a resolution to amend the association's memorandum to become a community service cooperative.
64 The following Division is added to Part 11:
Division 3 -- Community Service Cooperatives
178.1 (1) An association is a community service cooperative if
(a) the association includes, in its memorandum, a provision that the association is a community service cooperative,
(b) the association's memorandum does not authorize the issuance of investment shares,
(c) the purpose of the association, as set out in its memorandum under section 12 (d), is a charitable purpose or is otherwise to provide health, social, educational or other community services, and
(d) the association is not a housing cooperative.
(2) An association must not include in its memorandum a provision that the association is a community service cooperative unless it is an association to which subsection (1) (b) to (d) applies.
(3) A community service cooperative must not alter its memorandum to
(a) amend or repeal a provision referred to in subsection (1) (a),
(b) authorize the issuance of investment shares, or
(c) set out for the association a purpose other than a purpose referred to in subsection (1) (c).
(4) If a community service cooperative is dissolved or wound up, its property, after satisfaction of its liabilities, costs, charges and expenses properly incurred in the dissolution or winding up, must be transferred to or distributed among one or more of the following organizations:
(a) a community service cooperative;
(b) a charitable organization registered under the Income Tax Act (Canada).
(5) Except as provided in this section, no part of the property of a community service cooperative is to be paid or distributed to the members during its existence or on its dissolution or winding up.
(6) Neither this section nor a provision included in the memorandum of a community service cooperative under subsection (1) (a) prohibits the association
(a) subject to its rules, from repaying to a member amounts paid by the member for the member's membership shares, or
(b) from paying money it owes to a member.
(7) A community service cooperative must not issue, or have outstanding, any investment shares.
178.2 (1) The registrar, having regard to
(a) the number of members of a community service cooperative,
(b) the nature of its assets and liabilities,
(c) the manner in which it is pursuing its purpose, or
(d) any special circumstance, including the receipt by it of government funding,
may order, on the conditions the registrar considers appropriate, that the community service cooperative is a reporting association.
(2) The registrar may vary an order made under subsection (1) if there is a change in circumstance.
65 Section 179 is repealed.
66 The following Division and Division heading are added to Part 12 immediately before section 180:
Division 1 -- Interpretation
179.1 In this Part, "charter", in relation to an extraprovincial corporation that is or may be registered as an extraprovincial association under this Act, means
(a) the memorandum and rules of the extraprovincial corporation, or
(b) if the extraprovincial corporation does not have a memorandum and rules, any other of the extraprovincial corporation's records that are similar in nature and effect to those records.
Division 2 -- Registration .
67 The following sections are added to Division 2 of Part 12:
181.1 (1) An extraprovincial corporation that is required to be registered under this Act must
(a) complete and file with the registrar a statement in a form established by the registrar, and
(b) furnish the registrar with other information the registrar requires.
(2) The statement referred to in subsection (1) (a) must be accompanied by a copy of the charter of the extraprovincial corporation verified in a manner satisfactory to the registrar.
181.11 (1) On an extraprovincial corporation complying with section 181.1 to the satisfaction of the registrar and paying the prescribed fees, the registrar, subject to section 181.21, must register the extraprovincial corporation and issue a certificate showing that the extraprovincial corporation is registered as an extraprovincial association under this Act.
(2) On the registration of an extraprovincial association, the registrar must publish, in the Gazette or in any other prescribed manner, notice of that registration.
181.2 (1) Subject to this Act and the laws of British Columbia, an extraprovincial association registered under this Act may, for the purpose of carrying on business in British Columbia, exercise in British Columbia the powers contained in or permitted by the extraprovincial corporation's charter.
(2) An extraprovincial association must not
(a) carry on any business that its charter restricts it from carrying on, or
(b) carry on any business in a manner inconsistent with its charter.
(3) An extraprovincial association must not carry on any business that would be beyond the capacity of an association.
(4) No act of an extraprovincial association, including any transfer of property to, or by, an extraprovincial association, is invalid merely because the act contravenes subsection (2).
181.21 The registrar may refuse to register an extraprovincial corporation.
181.3 Sections 181.2 (2) and (3) and 181.21 do not apply to a federal corporation.
68 The following Divisions are added to Part 12:
Division 3 -- Duties of Extraprovincial Associations
181.4 (1) An extraprovincial association, unless under its charter its head office is in British Columbia, must have an attorney who is
(a) resident in British Columbia, and
(b) authorized by the association to
(i) accept service of process in every suit and proceeding by or against the association in British Columbia, and
(ii) receive every notice to the association.
(2) The first attorney referred to in subsection (1) must be appointed by an extraprovincial association in the statement filed by it under section 181.1.
(3) If the attorney referred to in subsection (1) resigns, is removed from office or for any other reason ceases to act,
(a) the association must promptly file a notice, in duplicate, in a form established by the registrar, stating the full name and address of the new attorney appointed by it, and
(b) the registrar must file one copy and forward the other copy, with an endorsement indicating that one copy has been filed, to the address of the previous attorney.
(4) An extraprovincial association may appoint more than one attorney, and in that case
(a) every attorney must be authorized to perform the acts mentioned in subsection (1) (b), and
(b) the name and address of every attorney must be shown on the statement required by section 181.1, or in the notice required by subsection (3) of this section.
(5) An attorney must in the presence of a witness sign the statement referred to in section 181.1 (1), or the notice required by subsection (3) of this section, as evidence of consent to act as attorney.
181.41 (1) An extraprovincial association must promptly give notice to the registrar of any change
(a) in the address of its head office in or out of British Columbia,
(b) in the address of any attorney of the association in British Columbia, and
(c) of its directors.
(2) A notice of change in the address of the head office in British Columbia of an extraprovincial association must be filed in duplicate with the registrar, who must forward to the previous head office in British Columbia one copy endorsed by the registrar to indicate that a copy has been filed.
181.5 (1) An extraprovincial association registered under this Act must file with the registrar a copy, verified in a manner satisfactory to the registrar, of any amalgamation agreement to which it is a party within one month after the date the agreement takes effect.
(2) The registrar must issue a supplementary certificate of registration in respect of any amalgamation of an extraprovincial association and must publish a notice of it in the Gazette or in any other prescribed manner.
(3) From the date of a supplementary certificate referred to in subsection (2), the amalgamated extraprovincial association is seized of and holds and possesses all the land located in British Columbia of the amalgamating entities to the extent expressed in the amalgamation agreement.
181.51 (1) An extraprovincial association registered under this Act must file with the registrar a copy, verified in a manner satisfactory to the registrar, of an amendment to its charter within one month after the date of the amendment.
(2) The registrar may issue a supplementary certificate of registration in respect of any amendment to the charter of an extraprovincial association and may publish a notice of it in the Gazette or in any other prescribed manner.
181.6 (1) An extraprovincial association registered under this Act must not change its name to a name identical to that by which another corporation is incorporated or registered in British Columbia, or to a name so nearly resembling that name as, in the opinion of the registrar, is likely to confuse or mislead, or to a name of which the registrar for any other reason disapproves, unless
(a) the other corporation is in the course of being dissolved and signifies its consent in the manner the registrar requires, or
(b) the other corporation has filed with the registrar a notice under section 197.1 (1) of this Act or section 397 (b) of the Business Corporations Act.
(2) If an extraprovincial association registered under this Act changes its name to a name identical to that by which another corporation has previously been incorporated or registered in British Columbia, or to a name so nearly resembling that name as, in the opinion of the registrar, is likely to confuse or mislead, the registrar may order the extraprovincial association to change its name to one that the registrar approves.
(3) This section does not apply to a federal corporation.
181.61 (1) An extraprovincial association must keep, at its head office in British Columbia,
(a) a register of its directors that includes the following information:
(i) the full names and residential addresses of the directors;
(ii) the date on which each director was elected or appointed;
(iii) the date on which each former director ceased to hold office as a director;
(iv) the name of any office in the association held by a director, the date of his or her appointment to the office and the date on which he or she ceases to hold office, and
(b) a copy of its charter.
(2) The register of directors referred to in subsection (1) (a) must include information relating to matters occurring after the extraprovincial registration of the association.
(3) The records, documents and instruments referred to in subsection (1) (b) are those relating to matters occurring since the incorporation or amalgamation of the extraprovincial association.
181.7 Any person may examine and take extracts from the records mentioned in section 181.61, and sections 131, 132, 135 and 136 apply to those records.
Division 4 -- Disabilities and Penalties
181.8 (1) An extraprovincial association that is not registered as required by this Act is not capable of
(a) maintaining an action, suit or other proceeding in any court in British Columbia in respect of any contract made in whole or in part in British Columbia in the course of or in connection with its business, or
(b) acquiring or holding land or an interest in it in British Columbia or registering any title to it under the Land Title Act.
(2) If
(a) the registration of an extraprovincial association is cancelled, or
(b) an extraprovincial association has been struck off the register in accordance with any former Act,
and the association is subsequently restored to the register, subsection (1) and any prohibition having a similar effect formerly in force must be read and construed as if no disability under subsection (1) or under that prohibition had ever attached to the association, even if any contract was made or proceeding in respect of it was instituted, or any land or interest in it was acquired or held by the association, before the date on which the association was restored, subject to the terms of any order made by the court.
(3) Subsections (1) and (2) do not apply to a federal corporation.
181.9 In any prosecution, the onus of proving that an extraprovincial association
(a) is registered,
(b) is not required to be registered, or
(c) has otherwise complied with this Act
is on the defendant.
69 Section 182 is amended by repealing paragraph (a) of the definition of "foreign cooperative".
70 Section 187 (2) is amended 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) a community service cooperative.
71 Section 191 (2) is amended by striking out "prescribed".
72 Section 193 is amended by striking out "and" at the end of paragraph (a) and by adding the following paragraph:
(a.1) section 178.1 applies may not amalgamate with another association unless that section also applies to the other association, and .
73 Part 14 is repealed and the following substituted:
Part 14 -- Winding up, Dissolution and Restoration
Division 1 -- Winding Up
194.1 Subject to section 194.11, an association may be wound up voluntarily if the association so resolves by special resolution.
194.11 (1) If it is proposed to wind up an association voluntarily, the majority of the directors, before calling the general meeting at which the resolution for the winding up of the association is to be proposed, must make an affidavit declaring that
(a) they have made a full inquiry into the affairs of the association, and
(b) they are of the opinion that the association will be able to pay its debts in full within the period, not exceeding 12 months from the start of the winding up, specified in the affidavit.
(2) An affidavit referred to in subsection (1) must
(a) be made within 5 weeks before the date on which the members pass the resolution for the voluntary winding up of the association, and
(b) contain a statement of the assets and liabilities of the association as at the latest practicable date.
(3) A copy of the affidavit must be
(a) filed with the registrar before the meeting, and
(b) presented to the meeting at which the resolution for the voluntary winding up of the association is to be proposed.
(4) If an association is wound up in accordance with a resolution passed within 5 weeks after the making of the affidavit, but its debts are not paid or provided for in full within the period stated in the affidavit, it is presumed, until the contrary is shown, that the declarant did not have reasonable grounds for the declarant's opinion.
194.12 A voluntary winding up starts at the time of the passing of the special resolution to wind up.
194.13 An association must, at the general meeting at which the special resolution to wind up is passed, appoint one or more liquidators for the purpose of winding up the affairs and distributing the assets of the association.
194.14 (1) An association may be wound up by court order on the application of the association, a member, an investment shareholder, a director, a creditor, a trustee for debentureholders or a receiver manager of the association.
(2) Before hearing an application by a creditor to wind up an association by court order, the court may require the creditor to give security for the costs of the application.
(3) The court may order that an association be wound up
(a) if the court thinks it just and equitable to do so, or
(b) when an event occurs on the occurrence of which the memorandum or rules provide that the association is to be dissolved.
(4) For the purposes of this section, a reference to a "member" or an "investment shareholder" must be read as including
(a) a beneficial owner of a membership share or an investment share in the association, and
(b) any other person who, in the discretion of the court, is a proper person to make an application.
194.15 If an application for an order to wind up an association is made by a member or investment shareholder on the ground that it is just and equitable that the association be wound up, the court, if it is of the opinion that the applicant is entitled to relief either by winding up the association or under section 156, may
(a) make an order for winding up, or
(b) make an order under section 156
as the court considers appropriate.
194.16 The start of a winding up by court order is the date of the order.
194.17 If the court makes an order that an association be wound up, the court, by the same or a subsequent order, must appoint one or more liquidators for the purpose of winding up the affairs and distributing the assets of the association.
194.18 (1) A person not qualified to become or act as a receiver or receiver manager under section 64 of the Personal Property Security Act is not qualified to become or act as a liquidator, except that, with the consent in writing of all the members, a person mentioned in section 64 (2) (e) of the Personal Property Security Act who is licensed as a trustee under the Bankruptcy and Insolvency Act (Canada) is qualified to become or act as a liquidator.
(2) A person who has been appointed a liquidator and who is not, or who ceases to be, qualified to act as a liquidator must,
(a) in a voluntary winding up, promptly call a general meeting to replace the person in accordance with section 194.21 (a), or
(b) in a winding up by court order, promptly bring the disqualification to the attention of the court and the person on whose application the liquidator was appointed.
194.19 (1) A liquidator appointed in a voluntary winding up may resign the office of liquidator.
(2) A liquidator appointed in a voluntary winding up may be removed as liquidator by a special resolution passed at a general meeting of the members of the association, notice of which has been given to the liquidator and the creditors of the association.
194.2 A liquidator who resigns, is removed from office or, for any other reason, ceases to act must, within 7 days afterwards, file with the registrar a notice in the form established by the registrar.
194.21 If a vacancy in the office of liquidator occurs by death, resignation or otherwise,
(a) in a voluntary winding up, the association in general meeting may fill the vacancy, and, for that purpose, a general meeting
(i) may be called by any member or, if there were more liquidators than one, by any continuing liquidator, and
(ii) must be held in the manner required by the rules, or
(b) in a winding up by court order, the court may fill the vacancy on application of any person mentioned in section 194.14 (1).
194.22 (1) The remuneration of a liquidator,
(a) in a voluntary winding up, may be set by the association in general meeting, or
(b) in a winding up by court order, must be set by the court.
(2) If the remuneration referred to in subsection (1) (a) is not set within 30 days after the liquidator's appointment, or if the liquidator is dissatisfied with the amount, the liquidator may apply to the court to set or review the liquidator's remuneration, and the court may make any order it considers appropriate.
194.23 An act of a liquidator is valid, despite any defect in the liquidator's appointment or qualifications.
194.24 (1) If an association is being wound up,
(a) the association, from the start of the winding up, must cease to carry on its business except so far as, in the opinion of the liquidator, is required for its beneficial winding up, but the corporate status and corporate powers and capacity of the association continue until it is dissolved,
(b) on the appointment of the liquidator, the powers of the directors cease, except so far as the liquidator approves their continuance,
(c) any transfer of shares made after the winding up, except a transfer made to or with the approval of the liquidator, is void, and
(d) subject to subsection (2), the property of the association, after satisfaction of its liabilities, costs, charges and expenses properly incurred in the winding up, including the remuneration of the liquidator, must be distributed among the members or investment shareholders according to their rights and interests in the association.
(2) Subsection (1) (d) does not apply to
(a) a housing cooperative to which section 173 applies,
(b) a community service cooperative, or
(c) an association to which section 196 applies.
194.25 (1) A liquidator must, within 10 days after his or her appointment as liquidator, file with the registrar a notice of the appointment in a form established by the registrar and, if not already filed,
(a) if the winding up is a voluntary winding up, a copy of the special resolution to so wind up, or
(b) if the winding up is by court order, a certified copy of the order.
(2) A liquidator must, within 7 days after changing his or her address, file with the registrar notice of the new address.
(3) At the start of the winding up, the liquidator must publish, in the Gazette or in any other prescribed manner, a notice that the association has resolved to wind up voluntarily or that the court has made an order that the association be wound up by court order, as the case may be.
194.26 (1) A liquidator must, within 14 days after his or her appointment as liquidator,
(a) mail to every person who appears to the liquidator to be a creditor of the association a notice that a meeting of the creditors of the association will be held on a date, being not less than 21 days and not more than 28 days after the appointment, at an hour and at a place in British Columbia specified in the notice, and
(b) advertise notice of the meeting
(i) in the Gazette or in any other prescribed publication, and
(ii) in a local newspaper circulating in the district where the registered office is located or where the principal place of business of the association in British Columbia was located.
(2) The liquidator must present to the meeting of creditors referred to in subsection (1) a full statement of the position of the affairs of the association, including a list of the creditors of the association and the estimated amount of their claims, and the creditors are at liberty to discuss any matter arising out of the statement.
194.27 If the liquidator gives notice in writing by registered letter to a creditor of the association that the debt or claim of the creditor is disputed or rejected, the creditor may commence an action in respect of the debt or claim within 3 months after the notice is given, and, in default of the commencement of the action within that time, the debt or claim of the creditor is forever barred.
194.28 (1) The liquidator of an association, subject to any restrictions or directions imposed or given by the court, must
(a) take into the liquidator's custody or under the liquidator's control all the property and things in action to which the association is or appears to be entitled, and all the association's records, documents and instruments,
(b) subject to this Act, use the liquidator's own discretion in realizing the assets of the association and distributing them among the creditors and members or investment shareholders,
(c) keep proper accounting records,
(d) keep proper minutes of proceedings at meetings and of other matters relating to the winding up,
(e) cause to be stated on every invoice, order for goods and business letter,
(i) issued by the liquidator or on the liquidator's behalf, and
(ii) on or in which the name of the association appears,
that the association is in liquidation, and
(f) describe himself or herself as the liquidator of the association.
(2) If a winding up continues for more than one year, the liquidator must
(a) call a general meeting of the association at the end of the first year and of each succeeding year after the start of the winding up, or as soon as may be convenient,
(b) present to the general meeting an account of the liquidator's acts and dealings and of the conduct of the winding up during the preceding year, and
(c) file with the registrar, within 7 days after the date on which the meeting is held, a verified summary of the liquidator's receipts and payments during that year.
(3) A liquidator must comply with Part 8 in respect of the records, documents and instruments of the association.
194.29 (1) Subject to this section, a liquidator, so far as may be necessary for the beneficial winding up of the affairs and distribution of the assets of an association, has the powers of the directors and officers, and may exercise the powers of the association that are not required by this Act to be exercised by the association in general meeting.
(2) In a voluntary winding up, the association, by ordinary resolution, may direct that the liquidator not do certain specified things without
(a) the approval of a general meeting of the association,
(b) the written consent of certain specified members, or
(c) the written consent of a certain specified number of members.
(3) In any winding up, the court may impose, either generally or with respect to certain matters, restrictions on the exercise of the powers of a liquidator.
(4) Until required for distribution, cash balances held by the liquidator may be invested as follows:
(a) in an interest bearing account with any savings institution;
(b) as permitted under the provisions of the Trustee Act respecting the investment of trust property by a trustee,
and any dividends or interest received from the investments form part of the assets of the association.
(5) If several liquidators are appointed, every power given to a liquidator may be exercised by the one or more of them that may be determined at the time of their appointment or subsequently, or, in the absence of any determination, by any 2 or more liquidators.
194.3 (1) Subject to subsection (2), if an association is being wound up and it is proposed to transfer or sell the whole or part of its business or property to a corporation, the liquidator of the association being wound up may, with the approval of a special resolution of that association that confers on the liquidator either a general authority or an authority in respect of a particular arrangement, in compensation or part compensation for the transfer or sale,
(a) receive shares, debentures or other similar interests in the corporation for distribution among the members or investment shareholders of the association being wound up, or
(b) enter into any other arrangement by which the members or investment shareholders of the association being wound up may, instead of receiving cash, shares, debentures or other similar interests, or in addition to them, participate in the profits of or receive any other benefit from the corporation.
(2) Subsection (1) does not apply to
(a) a housing cooperative to which section 173 applies,
(b) a community service cooperative, or
(c) an association to which section 196 applies.
(3) If any transfer, sale or arrangement in accordance with this section involves the payment, or any liability for payment, of money by the members or investment shareholders of the association being wound up, whether to that association, the liquidator or otherwise, a member or investment shareholder may, not more than 7 days after the passing of the resolution, give a notice of dissent to the liquidator, in which event Part 10 applies.
(4) No special resolution referred to in subsection (1) is invalid for the purposes of this section merely because it is passed before or concurrently with a resolution for winding up the association or for appointing its liquidator.
194.31 If an association is being wound up, the court may
(a) on application by a member or director of the association, order a general meeting, class meeting or meeting of the creditors of the association to be held and conducted in the manner the court considers appropriate,
(b) on application by any of the persons mentioned in section 194.14 (1), make an order for the audit or the inspection of the accounts, books and papers of, or in possession of, the liquidator that the court considers appropriate,
(c) on application by the liquidator, set a time within which creditors are to prove their debts or claims or be excluded from the benefit of any distribution to be made by the liquidator,
(d) in a voluntary winding up, appoint a liquidator on application by a member if
(i) there is no liquidator acting, and
(ii) it is impractical or impossible to hold a general meeting of the association for the purpose of filling the vacancy,
(e) on cause shown by any of the persons mentioned in section 194.14 (1), remove a liquidator and fill any vacancy in the office of the liquidator,
(f) release, on terms and conditions the court considers appropriate, a liquidator who has
(i) resigned,
(ii) been removed from office, or
(iii) in the liquidator's opinion, fully wound up the affairs of the association,
(g) on application by any of the persons mentioned in section 194.14 (1), confirm, reverse or modify any act or decision of a liquidator and make any order the court considers appropriate,
(h) if a liquidator does not faithfully perform the liquidator's duties, inquire into the matter and take the action the court considers appropriate,
(i) on application by any of the persons mentioned in section 194.14 (1),
(i) examine into the conduct of any person who has taken part in the formation or promotion of the association or any person who is a past or present director, officer, receiver, receiver manager, liquidator, member or investment shareholder of the association, if it appears that the person
(A) has misapplied, retained or become liable or accountable for any money or property in relation to the association, or
(B) has become liable or accountable for any breach of trust in relation to the association, and
(ii) compel the person to repay or to restore the money, or property, or any part of it, with interest at the rate the court considers appropriate, or to contribute the sum to the assets of the association by way of compensation in respect of the misapplication, retainer or breach of trust as the court considers appropriate,
and this provision applies even if the conduct complained of is conduct for which the person may be liable to prosecution,
(j) make an order, on terms and conditions the court considers appropriate, staying the proceedings either absolutely or for a limited time, and
(k) on application by the liquidator, give directions in relation to any matter arising under the winding up.
194.32 A person who is a present or former director, receiver manager, officer, employee, banker, auditor, member, investment shareholder or agent of, or receiver of property of, an association that is being wound up or of any affiliate of it must,
(a) on inquiry by the liquidator, fully and truly inform the liquidator, to the best of the person's knowledge and belief, of all the property of the association and how and to whom and for what consideration and when the association disposed of any part of it, except any part disposed of in the ordinary course of business of the association,
(b) on request of the liquidator, deliver to the liquidator, or as the liquidator directs, all the property of the association in the custody or under the control of the person, and
(c) on request of the liquidator, deliver to the liquidator, or as the liquidator directs, every record, including every document, instrument and accounting record, in the custody or under the control of the person and belonging to the association.
194.33 (1) As soon as the affairs of an association are fully wound up, the liquidator must
(a) prepare an account of the winding up, showing how it has been conducted and how the property of the association has been disposed of, and
(b) call a final general meeting of the association for the purpose of presenting the account and giving any explanation of it.
(2) The final general meeting referred to in subsection (1) must be called by publishing notice of it in the Gazette or in any other prescribed manner, at least 14 days before the meeting, specifying the date, time, place and object of the meeting, and no other notice is necessary.
(3) If, within 1/2 hour after the time appointed for the final general meeting, a quorum of members is not present, the liquidator must adjourn the meeting to the same day in the next week and, if at the adjourned meeting a quorum is not present within 1/2 hour after the time appointed for the meeting, the meeting must proceed and is deemed to have been properly held.
(4) The liquidator, not more than 7 days after the final general meeting, must file with the registrar a copy of the account and a return in a form established by the registrar.
194.34 (1) The registrar, on receiving the copy of the account and the return referred to in section 194.33, must register them.
(2) Three months after the registration referred to in subsection (1), the association is dissolved.
(3) On application by the liquidator or any person mentioned in section 194.14 (1), the court may make an order deferring the date at which the dissolution of the association is to take effect for the time the court considers appropriate.
(4) No order made under this section is effective unless a certified copy of the order is filed with the registrar before the association is dissolved under subsection (2).
194.35 (1) In this section, "administrator" has the same meaning as in the Unclaimed Property Act.
(2) If a liquidator has or controls any unclaimed or undistributed assets or money of the association that have remained unclaimed or undistributed for more than 6 months after the date on which any dividend declared by the liquidator became payable, the liquidator must promptly pay or deliver the same to the administrator with a statement showing the full names and last known addresses of the persons appearing to be entitled to the assets or money and the amounts to which they appear to be respectively entitled, and the administrator must give the liquidator a receipt, which receipt is an effectual discharge to the liquidator.
(3) The administrator, in respect of any money or assets paid or delivered to the administrator under this section, may invest the money or realize the assets and invest the proceeds, and the money so received or realized by the administrator is deemed to be an unclaimed money deposit under the Unclaimed Property Act.
194.36 If an association has been dissolved, the liquidator is responsible for the care and custody of its records, including documents, instruments and accounting records, for 2 years after the date of dissolution, but not longer.
194.37 An order of the court releasing a liquidator discharges the liquidator from all liability in respect of any act done or default made by the liquidator in the administration of the affairs of the association or otherwise in relation to the liquidator's conduct in that capacity, but that order may be revoked on proof that it was obtained by fraud or by suppression or concealment of any material fact.
Division 2 -- Dissolution of Extraprovincial Associations
194.38 (1) The liquidator of an extraprovincial association registered under this Act must,
(a) within 7 days after his or her appointment, file with the registrar a notice of the appointment in a form established by the registrar, and
(b) within 7 days after changing his or her address, file with the registrar notice of the new address.
(2) The liquidator of an extraprovincial association registered under this Act must promptly publish, in the Gazette or in any other prescribed manner, a notice that the association is being wound up.
194.39 (1) The liquidator of an extraprovincial association registered under this Act must, on completion of the winding up, file with the registrar a copy of the account and a return in a form established by the registrar.
(2) The registrar, after receiving the account and return referred to in subsection (1), must register them, and, on the expiration of 3 months after their registration, the registration of the extraprovincial association is cancelled.
Division 3 -- Dissolutions and Cancellations
194.4 (1) If
(a) an association or an extraprovincial association has for 2 years failed to file with the registrar the annual report or any other return, notice or document required by this Act to be filed by it,
(b) the registrar has reasonable cause to believe that an extraprovincial association has ceased to carry on business in British Columbia,
(c) an association or an extraprovincial association has failed to pay, within 10 days after default in payment of the fine, any fine imposed on it under this Act, or
(d) an association or an extraprovincial association has failed to comply with an order of the registrar,
the registrar must mail to the association or extraprovincial association a registered letter notifying it of its failure or of the registrar's belief, and of the registrar's powers under subsection (3).
(2) If an association or an extraprovincial association is being wound up, and
(a) the registrar has reasonable cause to believe that no liquidator is acting, or that the association is fully wound up, or
(b) the returns required to be made by the liquidator have not been made for a period of 3 consecutive months,
the registrar must mail to the association a registered letter inquiring whether a liquidator is acting, or the association is fully wound up, or notifying the association of the failure to file returns, or of the registrar's belief and of the registrar's powers under subsection (3).
(3) If, within one month after the registrar mails the letter referred to in subsection (1) or (2), the registrar does not receive a response that
(a) indicates that the failure has been or is being remedied,
(b) notifies the registrar that the extraprovincial association continues to carry on business in British Columbia, or
(c) is otherwise satisfactory to the registrar,
the registrar may publish, in the Gazette or in any other prescribed manner, a notice that, at any time after the expiration of one month after the date of publication of the notice, unless cause is shown to the contrary, the association may be dissolved or, in the case of an extraprovincial association, its registration may be cancelled.
(4) At any time after one month after the date of publication of the notice referred to in subsection (3), the registrar, unless good cause to the contrary is shown to him or her, may dissolve the association or, in the case of an extraprovincial association, cancel its registration.
(5) A letter mailed under this section may be addressed to the association at its registered office or, in the case of an extraprovincial association, at its head office in British Columbia.
195 The Lieutenant Governor in Council, by order, may cancel the incorporation of an association and declare it to be dissolved.
195.1 (1) The Lieutenant Governor in Council may cancel the registration of an extraprovincial association.
(2) The Lieutenant Governor in Council may restore the registration of an extraprovincial association that has been cancelled.
(3) This section does not apply to a federal corporation.
196 (1) An association without issued investment shares may provide in its memorandum that, on the dissolution or winding up of the association, its property, after satisfaction of its liabilities, costs, charges and expenses properly incurred in the dissolution or winding up, must be transferred to or distributed among one or more other organizations that are
(a) associations having a similar purpose to the association being dissolved or wound up, or
(b) charitable organizations registered under the Income Tax Act (Canada).
(2) An association may provide in its memorandum that a provision described in subsection (1) is unalterable, and, if it so provides, the association must not alter its memorandum to amend or repeal that provision or the provision described in subsection (1).
(3) Neither this section nor a provision in the association's memorandum permitted by subsection (1) or (2) prohibits the association
(a) from doing anything permitted under section 9 or 66,
(b) subject to its rules, from repaying to a member amounts paid by the member for the member's membership shares, or
(c) from paying money it owes to a member.
(4) An association that has included in its memorandum a provision described in subsection (2) must not issue any investment shares.
197 (1) An association may apply to the registrar, in a form established by the registrar, to be dissolved if the association
(a) is authorized to do so by a special resolution,
(b) has no assets, and
(c) has no liabilities, or has made provision for the payment of each of the association's unpaid liabilities and has obtained the written consent to that provision for payment from each creditor
(i) whose identity is known to the association, and
(ii) who has an unpaid claim against the association that exceeds the prescribed amount.
(2) An association's application under subsection (1) must be accompanied by the association's certificate of incorporation and by an affidavit of one of the directors of the association evidencing to the satisfaction of the registrar that the association has complied with subsection (1).
(3) If the registrar grants an association's application under this section for dissolution, the association is dissolved on the date set by the registrar.
197.1 (1) If an extraprovincial association files with the registrar a notice that the association has ceased to carry on business in British Columbia, the registrar may cancel its registration.
(2) The registrar must cancel the registration of an extraprovincial association if the registrar receives, from an official having a similar role to the registrar in the jurisdiction in which the extraprovincial association was incorporated, notice that the extraprovincial association has ceased to exist.
197.2 The liability of every director, officer, liquidator, member and investment shareholder of an association that is dissolved, or of an extraprovincial association that has had its registration cancelled, continues and may be enforced as if the association had not been dissolved, or the registration of the extraprovincial association had not been cancelled.
197.3 The registrar must publish, in the Gazette or in any other prescribed manner, notice that an association has been dissolved or that the registration of an extraprovincial association has been cancelled, along with the date the action took place.
Division 4 -- Restoration
197.4 (1) If an association has been dissolved, or the registration of an extraprovincial association has been cancelled under this Act or any former Act, the court may, if it is satisfied that it is just that the association or extraprovincial association be restored to the register, not more than 10 years after the date of the dissolution or cancellation, on application by a liquidator, a member, an investment shareholder or a creditor of the association or extraprovincial association, or by any other interested person, make an order, subject to the conditions and on the terms the court considers appropriate, restoring the association or extraprovincial association to the register.
(2) If an association or extraprovincial association is restored to the register under subsection (1), the association is deemed to have continued in existence, or the registration of the extraprovincial association is deemed not to have been cancelled, and proceedings may be taken as might have been taken if the association had not been dissolved or the registration of the extraprovincial association had not been cancelled.
(3) The court may make an order under subsection (1) restoring an association or an extraprovincial association to the register for a limited period, and, after the expiration of that period, the association must promptly be dissolved, or, in the case of an extraprovincial association, its registration cancelled, by the registrar.
(4) The court must not make an order under this section
(a) unless notice of the application under subsection (1) and a copy of any document filed in support of it has been sent to the registrar and the registrar has consented, and
(b) until one week after the applicant has published notice of the application under subsection (1) in one issue of the Gazette or in any other prescribed manner, and has mailed notice of that application to the last address shown as the registered office of the association or head office in British Columbia of the extraprovincial association.
197.5 (1) In an order made under section 197.4, the court may give directions and make provisions it considers appropriate for placing the association or extraprovincial association and every other person in the same position, as nearly as may be, as they would have been had the association not been dissolved or the registration of the extraprovincial association not been cancelled.
(2) Unless the court otherwise orders, an order under subsection (1) is without prejudice to the rights of parties acquired before the date on which the association or extraprovincial association is restored to the register.
197.6 In any order made under section 197.4, the court may require that the association or extraprovincial association be restored to the register under a different name that is acceptable to the registrar.
197.7 (1) No order made under section 197.4 is effective until a certified copy has been accepted for filing by the registrar.
(2) The registrar must not accept for filing any order made under section 197.4 unless
(a) the registrar receives proof to his or her satisfaction that the terms and conditions precedent of the order, if any, have been complied with, and
(b) the registrar's requirements are fulfilled.
(3) After filing an order made under section 197.4, the registrar must
(a) publish, in the Gazette or in any other prescribed manner, notice of the restoration of an association or extraprovincial association, showing the date of restoration, and
(b) issue a certificate of restoration.
197.8 Despite the provisions of this Act, title to, or any interest in, land that has escheated or that is deemed to have escheated to the government under section 4 of the Escheat Act is not affected in any way by an order made under section 197.4 of this Act, except as provided in section 4 of the Escheat Act.
74 Section 199 is amended
(a) in paragraph (a) by adding "156 (4)," after "141 (1),",
(b) by adding the following paragraphs:
(a.1) contrary to section 158 or 159,
(i) refuses to produce any record, including any document, instrument or accounting record,
(ii) refuses to answer any question, or
(iii) destroys or alters any record, including any document, instrument or accounting record,
or otherwise fails to comply with section 158 or 159,
(a.2) fails to give information required of the person under section 158 or 159,
(a.3) is an extraprovincial association and contravenes any of the provisions of this Act that apply to it,
(a.4) is a director of an association and makes an affidavit under section 194.11 without having reasonable grounds for the opinion that the association will be able to pay its debts in full within the period specified in the affidavit,
(a.5) acts as a liquidator and is a person who is not qualified to act as a liquidator,
(a.6) is a liquidator and contravenes any provision of Part 14, , and
(c) by repealing paragraphs (b) to (d) and substituting the following:
(c) contravenes section 134 or 194.32, or
(d) contravenes section 180 (1) or (2).
75 Section 201 (1) is amended by striking out "199 (a) or (b)" and substituting "199 (a), (a.1), (a.2), (a.3), (a.4), (a.5) or (a.6)".
76 Section 203 (3) is repealed.
77 Section 204 (b) is repealed and the following substituted:
(b) the record does not comply with this Act or the regulations, or .
78 The heading to Division 2 of Part 16 is repealed and the following substituted:
Division 2 -- Appeals .
Real Estate Development Marketing Act
79 Section 18 (3) (a) and (4) (a) of the Real Estate Development Marketing Act, S.B.C. 2004, c. 41, is amended by striking out "the period under section 21 has expired," and substituting "the purchaser who paid the deposit has no right to rescission under section 21,".
80 Section 19 (3) is repealed and the following substituted:
(3) A trustee must pay a deposit held under section 18 (1) to a developer who has entered into a deposit protection contract in relation to the deposit on receiving
(a) from an insurer the original or a true copy of the deposit protection contract, and
(b) from the developer a certification, in writing, that the purchaser who paid the deposit has no right to rescission under section 21 [rights of rescission].
(4) If a deposit is paid under subsection (3), the developer may use that deposit only for the developer's own purposes.
81 Section 20 (1) is amended by striking out "from any provision" and substituting "from all or part of a provision".
Real Estate Services Act
82 Section 27 (4) to (4.2) of the Real Estate Services Act, S.B.C. 2004, c. 42, is repealed and the following substituted:
(4) Subsections (1) and (2) do not apply to money held or received by a licensee providing trading services in relation to a trade in real estate if,
(a) by written agreement that is separate from any agreement giving effect to the trade in real estate, all principals in relation to the trading services agree that subsections (1) and (2) do not apply, and
(b) any conditions established by the rules are met.
(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,
(a) if none of the remuneration is payable to another brokerage, into a commission trust account maintained by the brokerage, or
(b) if none of the remuneration is payable to either another brokerage or a related licensee, into a brokerage account other than
(i) a brokerage trust account, or
(ii) a commission trust account maintained by the brokerage.
83 Section 60 is amended in the definition of "compensable loss"
(a) in paragraph (a) by adding "including any amount that is or is intended to be remuneration to a licensee," after "from, for or on behalf of a principal in relation to real estate services,",
(b) by repealing paragraph (c) and substituting the following:
(c) is claimed by a licensee or former licensee as remuneration to the licensee or former licensee, , and
(c) by striking out "or" at the end of paragraph (d), by adding ", or" at the end of paragraph (e) and by adding the following paragraph:
(f) is prescribed by regulation; .
84 Part 5 is amended by adding the following Division:
Division 3 -- Payments to Complete Trades or Prevent Loss
72.1 (1) This section applies whether or not a claim has been made under section 61.
(2) The real estate council must not act under this section unless it is satisfied that
(a) a person has suffered a compensable loss,
(b) money is required to
(i) complete a trade in real estate in which the person is involved, or
(ii) prevent further significant compensable loss to the person,
(c) it would be in the public interest to use money from the special compensation fund to complete the trade or prevent the loss, and
(d) if the person makes a claim for compensation under Division 1, section 70 [maximum compensation if brokerage licence cancelled] is not likely to apply in respect of the claim.
(3) If the real estate council is satisfied of the matters set out in subsection (2), the real estate council may
(a) determine the amount of money required for the purposes of subsection (2) (b), and
(b) subject to subsection (4), direct the compensation fund corporation to pay the amount referred to in paragraph (a) to
(i) a receiver or receiver manager appointed under section 59 [court order for appointment of receiver], or
(ii) if there is no appointment under section 59, the real estate council.
(4) A direction under subsection (3) (b) must not be made
(a) without the consent of
(i) the person referred to in subsection (2) (a), and
(ii) the chair of the compensation fund corporation, or a person acting in the place of the chair, and
(b) until the real estate council has fulfilled any prescribed requirement.
72.2 (1) Subject to subsection (2), if the compensation fund corporation receives a direction under section 72.1 [direction to pay to complete trade or prevent loss] to pay an amount, the compensation fund corporation must pay the amount to the person specified in the direction.
(2) The maximum amount that may be paid under subsection (1) in respect of a single trade in real estate is the amount prescribed by regulation.
(3) The person who receives money under this section may use the money only for the benefit of the person referred to in section 72.1 (2) (a), and only for a purpose described in section 72.1 (2) (b).
72.3 (1) On making a payment under section 72.2 [payment to complete trade or prevent loss], regardless of whether it is a payment of all or part of the loss suffered by the person referred to in section 72.1 (2) (a), the compensation fund corporation is subrogated to all rights of recovery of that person as against any other person, for the amount paid less any amount re-paid, or that must be re-paid, under section 72.4 (1).
(2) The compensation fund corporation may commence or maintain an action in respect of the rights referred to in subsection (1) in its own name or in the name of the person referred to in section 72.1 (2) (a).
72.4 (1) If
(a) a receiver or receiver manager, or the real estate council, receives money under section 72.2 [payment to complete trade or prevent loss], and
(b) all or part of the money is not required for the purposes described in section 72.1 (2) (b),
the receiver, receiver manager or real estate council must pay the amount that is not required to the compensation fund corporation.
(2) If a person referred to in section 72.1 (2) (a) benefits from money paid under section 72.2 and afterwards receives compensation from some other source in relation to the compensable loss referred to in section 72.1 (2) (a), the person must pay to the compensation fund corporation money equal to
(a) the amount of the benefit, if the value of the compensation received from the other source is equal to or greater than that amount, or
(b) the value of the compensation received from the other source, if it is less than the amount of the benefit.
(3) If a person fails to pay the compensation fund corporation as required by subsection (1) or (2), the corporation has a cause of action against the person for the amount unpaid.
85 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 1 to 33 | By regulation of the Lieutenant Governor in Council |
| 3 | Sections 79 to 84 | By regulation of the Lieutenant Governor in Council |
Business Corporations Act
SECTION 1: [Business Corporations Act, section 1] removes unnecessary words.
SECTION 2: [Business Corporations Act, section 1] adds definitions of "limited company" and "unlimited liability company".
SECTION 3: [Business Corporations Act, section 10] provides for the name of an unlimited liability company on its incorporation if no name is reserved.
SECTION 4: [Business Corporations Act, section 21] removes unnecessary words.
SECTION 5: [Business Corporations Act, section 21] limits the application of section 21 of the Act to limited companies and provides a cross reference to the provision dealing with names for unlimited liability companies.
SECTION 6: [Business Corporations Act, section 22] harmonizes the language of section 22 (5) of the Act with sections 22 (4), 26 and 28.
SECTION 7: [Business Corporations Act, section 23] limits the application of section 23 of the Act to limited companies.
SECTION 8: [Business Corporations Act, section 23] allows numbered companies the option of using a name that omits the zero at the beginning of the incorporation number.
SECTION 9: [Business Corporations Act, section 25] removes unnecessary words.
SECTION 10: [Business Corporations Act, section 28] allows the registrar to order a company to change its name in specified circumstances.
SECTION 11: [Business Corporations Act, section 44] provides that the only records that need to be date-stamped are those in which there is some legal significance to their timing.
SECTION 12: [Business Corporations Act, section 49] provides that a list of shareholders may be used to identify shareholders of an unlimited liability company.
SECTION 13: [Business Corporations Act, Part 2.1] provides for unlimited liability companies, and, in particular, details the statements they must include in their notices of articles and share certificates, their name requirements, the liability of their shareholders and how a corporation may become, or cease to be, an unlimited liability company.
SECTION 14: [Business Corporations Act, section 58] clarifies that it is permissible under the Act to have different classes and series of shares without special rights and restrictions.
SECTION 15: [Business Corporations Act, section 74] clarifies that an authorized reduction in capital may occur in any way.
SECTION 16: [Business Corporations Act, section 87] limits the application of section 87 (1) of the Act to limited companies.
SECTION 17: [Business Corporations Act, section 89] limits the application of section 89 (1) of the Act to limited companies.
SECTION 18: [Business Corporations Act, section 107] gives a company the option to use uncertificated shares, allows the directors, subject to a contrary intention in the articles, to opt for an entirely uncertificated system and sets out rules for companies that have both certificated and uncertificated shares and for companies that switch to a mandatory uncertificated system.
SECTION 19: [Business Corporations Act, section 134] in the event of loss of quorum of directors, gives the remaining directors the option of calling a shareholders' meeting, or of appointing temporary directors, and clarifies the term of temporary directors.
SECTION 20: [Business Corporations Act, section 140] clarifies that the directors may pass a resolution without a meeting, even if the resolution is one referred to in section 140 (3) (a) (i) or (ii) of the Act.
SECTION 21: [Business Corporations Act, section 180] clarifies that a consent resolution satisfies the requirements of the regulations relating to meetings of shareholders.
SECTION 22: [Business Corporations Act, section 263] provides for a change of the name of an unlimited liability company if no name is reserved.
SECTION 23: [Business Corporations Act, section 275] provides for the name of an unlimited liability company on its amalgamation if no name is reserved.
SECTION 24: [Business Corporations Act, section 289] provides that if the court requires a separate vote of certain persons on an arrangement, that vote must occur, or the arrangement must be consented to by those persons, before the arrangement is provided to the court for approval.
SECTION 25: [Business Corporations Act, section 291] clarifies that money and securities are property to which section 291 of the Act applies.
SECTION 26: [Business Corporations Act, section 302] provides for the name of an unlimited liability company on its continuation if no name is reserved.
SECTION 27: [Business Corporations Act, section 351] leaves the form of records to be decided by the regulations.
SECTION 28: [Business Corporations Act, section 353] confirms that if access to a dissolved company's records is denied, the remedies available under section 50 of the Act for that denial may be sought against the custodian of those records.
SECTION 29: [Business Corporations Act, section 414] clarifies that the registrar may correct entries in any register kept by the registrar.
SECTION 30: [Business Corporations Act, section 415.1] deems a reference to the time "12:01 a.m." in the corporate register or on any record issued by the registrar to be a reference to "the beginning of the date".
SECTION 31: [Business Corporations Act, section 426] makes it an offence to use, in British Columbia, a name that suggests that a corporation is an unlimited liability company unless that corporation is an unlimited liability company or a foreign unlimited liability corporation.
SECTION 32: [Business Corporations Act, section 432] allows the Lieutenant Governor in Council to make regulations respecting
SECTION 33: [Business Corporations Act, Schedule] establishes fees applicable to unlimited liability companies.
Cooperative Association Act
SECTION 34: [Cooperative Association Act, section 1] adds and amends definitions in relation to the amendments enacted by this Bill respecting community service cooperatives and the inclusion in the Act of the Company Act provisions that had, before this Bill, been applied to cooperatives.
SECTION 35: [Cooperative Association Act, sections 5 to 7] repeals provisions that had applied certain provisions of the Company Act to cooperatives.
SECTION 36: [Cooperative Association Act, section 11] provides that the form of a memorandum may be established by the registrar rather than by regulations.
SECTION 37: [Cooperative Association Act, section 12] provides that the memorandum of an association must comply with section 178.1 (1) of the Act if that association is a community service cooperative.
SECTION 38: [Cooperative Association Act, section 23] limits the use of "not for profit" or "non profit" or any words of similar import to housing cooperatives and community service cooperatives.
SECTION 39: [Cooperative Association Act, section 38] provides that the refund on account of membership shares is as limited in relation to a community service cooperative as it is in relation to an association to which section 173 or 196 (2) applies.
SECTION 40: [Cooperative Association Act, section 67] sets out in the Act a provision of the Company Act respecting reduction of capital that had, before this Bill, been applied to cooperatives.
SECTION 41: [Cooperative Association Act, Division 5 of Part 4] sets out in the Act provisions of the Company Act respecting debentures that had, before this Bill, been applied to cooperatives.
SECTION 42: [Cooperative Association Act, section 68] ensures that the requirements of section 178.1 respecting the memorandums of community service cooperatives are not open to amendment.
SECTION 43: [Cooperative Association Act, section 70] removes redundant words.
SECTION 44: [Cooperative Association Act, section 72] makes the language of subsection (3) consistent with other provisions in the section.
SECTION 45: [Cooperative Association Act, sections 78 and 83] provides that the form of notices of directors and notices of cessation may be established by the registrar rather than by regulations.
SECTION 46: [Cooperative Association Act, section 79] confirms that only individuals may act as directors.
SECTION 47: [Cooperative Association Act, section 86] removes unnecessary words and harmonizes the provision with the term "Company Act, 1996" defined in section 1 of this Bill.
SECTION 48: [Cooperative Association Act, section 87] removes unnecessary words and harmonizes the provision with the term "Company Act, 1996" defined in section 1 of this Bill.
SECTION 49: [Cooperative Association Act, section 89] removes unnecessary words and harmonizes the provision with the term "Company Act, 1996" defined in section 1 of this Bill.
SECTION 50: [Cooperative Association Act, section 107] repeals a section rendered unnecessary by this Bill's inclusion in the Act of the Company Act provisions that had, before this Bill, been applied to cooperatives.
SECTION 51: [Cooperative Association Act, section 110] recognizes auditors certified under the Business Corporations Act.
SECTION 52: [Cooperative Association Act, section 113.1] sets out in the Act a provision of the Company Act respecting notices of proposed change of auditor that had, before this Bill, been applied to cooperatives.
SECTION 53: [Cooperative Association Act, Division 1.1 of Part 7] sets out in the Act a provision of the Company Act respecting audit committees that had, before this Bill, been applied to cooperatives.
SECTION 54: [Cooperative Association Act, section 126] provides that the form of an annual report may be established by the registrar rather than by regulations.
SECTION 55: [Cooperative Association Act, section 128] requires that specified records that cooperatives were required to keep at their records offices, under the Company Act as it applied to cooperatives before the amendments effected by this Bill, must continue to be kept but only insofar as those records relate to the period before the coming into force of section 128 (1) (h) as enacted by this Bill.
SECTION 56: [Cooperative Association Act, section 155] repeals a section rendered unnecessary by this Bill's inclusion in the Act of the Company Act provisions that had, before this Bill, been applied to cooperatives.
SECTION 57: [Cooperative Association Act, section 156] sets out in the Act a provision of the Company Act respecting oppressive or prejudicial actions of cooperatives that had, before this Bill, been applied to cooperatives.
SECTION 58: [Cooperative Association Act, sections 157.1 and 157.2] sets out in the Act provisions of the Company Act respecting court applications that had, before this Bill, been applied to cooperatives.
SECTION 59: [Cooperative Association Act, section 158] sets out in the Act a provision of the Company Act respecting court-ordered investigations that had, before this Bill, been applied to cooperatives.
SECTION 60: [Cooperative Association Act, section 159] sets out in the Act a provision of the Company Act respecting cooperative-requested investigations that had, before this Bill, been applied to cooperatives.
SECTION 61: [Cooperative Association Act, sections 159.1 and 159.2] sets out in the Act provisions of the Company Act respecting inspectors and inspectors' reports that had, before this Bill, been applied to cooperatives.
SECTION 62: [Cooperative Association Act, section 160] provides that reasonable value of membership shares is as limited in relation to a community service cooperative as it is in relation to an association to which section 173 or 196 (2) applies.
SECTION 63: [Cooperative Association Act, section 161] allows dissent if a cooperative seeks to become a community service cooperative.
SECTION 64: [Cooperative Association Act, Division 3 of Part 11] establishes requirements for cooperatives seeking to become community service cooperatives.
SECTION 65: [Cooperative Association Act, section 179] repeals a provision rendered unnecessary by this Bill's inclusion in the Act of the Company Act extraprovincial company provisions that had, before this Bill, been applied to extraprovincial cooperatives.
SECTION 66: [Cooperative Association Act, Division 1 and the heading to Division 2 of Part 12] establishes Divisions and adds a definition of "charter".
SECTION 67: [Cooperative Association Act, sections 181.1, 181.11, 181.2, 181.21 and 181.3] sets out in the Act provisions of the Company Act respecting extraprovincial associations that had, before this Bill, been applied to cooperatives.
SECTION 68: [Cooperative Association Act, Divisions 3 and 4 of Part 12] sets out in the Act provisions of the Company Act respecting extraprovincial associations that had, before this Bill, been applied to cooperatives.
SECTION 69: [Cooperative Association Act, section 182] removes associations that have been continued into British Columbia from the definition of "foreign cooperative".
SECTION 70: [Cooperative Association Act, section 187] precludes community service cooperatives from continuing out of British Columbia.
SECTION 71: [Cooperative Association Act, section 191] harmonizes this section with the language of section 11 of the Act as amended by this Bill.
SECTION 72: [Cooperative Association Act, section 193] precludes a community service cooperative from amalgamating with a cooperative that is not a community service cooperative.
SECTION 73: [Cooperative Association Act, Part 14] repeals provisions respecting the winding up of cooperatives and replaces those provisions with the Company Act provisions on which they were based.
SECTION 74: [Cooperative Association Act, section 199] adds to the Act's list of offences those offence provisions that relate to the Company Act provisions that have been included in the Act by this Bill.
SECTION 75: [Cooperative Association Act, section 201] adds to the penalties in the Act reference to the Company Act offence provisions included in the Act by this Bill.
SECTION 76: [Cooperative Association Act, section 203] repeals a provision rendered unnecessary by this Bill's inclusion in the Act of the Company Act offence provisions that had, before this Bill, been applied to cooperatives.
SECTION 77: [Cooperative Association Act, section 204] removes reference to Company Act provisions in recognition that this Bill has enacted those provisions in the Act.
SECTION 78: [Cooperative Association Act, heading to Division 2 of Part 16] removes an obsolete reference.
Real Estate Development Marketing Act
SECTION 79: [Real Estate Development Marketing Act, section 18] clarifies that a deposit cannot be released unless a purchaser has no rights to rescission.
SECTION 80: [Real Estate Development Marketing Act, section 19] clarifies that a deposit cannot be released unless a purchaser has no rights to rescission.
SECTION 81: [Real Estate Development Marketing Act, section 20] clarifies that an exemption can be from all or part of a provision.
Real Estate Services Act
SECTION 82: [Real Estate Services Act, section 27] limits exceptions to this section to a licensee who is providing trading services in relation to a trade in real estate, and expands the accounts into which remuneration may be paid.
SECTION 83: [Real Estate Services Act, section 60] clarifies that remuneration is part of the compensable loss that may be claimed by a principal, but cannot be claimed by a licensee or former licensee.
SECTION 84: [Real Estate Services Act, Division 3 of Part 5] permits the real estate council
to require the compensation fund corporation to pay money from the special
compensation fund if there has been a compensable loss, for the purpose of
completing a trade in real estate or preventing further significant compensable
loss.
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