BILL 47 – 2002
BUSINESS CORPORATIONS ACT -- continued

Part 14 -- Transitional, Repeals and Commencement

Division 1 -- Charter Transition

Transition -- pre-existing companies

436 (1) A pre-existing company must do the following within 2 years after the coming into force of this Act:

(a) file with the registrar a transition application that complies with section 437 (2);

(b) alter its articles if and to the extent necessary to ensure that those articles comply with section 438 (3);

(c) supplement the information registered in its central securities register under section 111 (1) by registering in its central securities register

(i) the shares of the company that were held by shareholders of the company on the coming into force of this Act, and, with respect to those shares,

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

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

(C) the number of those shares held by each of those shareholders, and

(ii) without limiting subparagraph (i) of this paragraph, the shares of the company that had been issued by the company, or transferred, within 6 years before the coming into force of this Act, and, with respect to those shares,

(A) the name and last known address of each person to whom those shares were issued or transferred during that period,

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

(C) the number of those shares held by each person referred to in clause (A) of this subparagraph during that period,

(D) in the case of any of those shares issued during that period, the date and particulars of each such issue, and

(E) in the case of any of those shares transferred during that period, the date and particulars of each such transfer.

(2) In addition to any alterations that a pre-existing company is required to make to its articles under subsection (1) (b) of this section, the company may, with those alterations, make other alterations to its articles, in accordance with section 259 (1) to (3), so long as those other alterations are not inconsistent with the information that, under section 437 (2) (b), is included in the notice of articles contained in the transition application.

(3) A resolution to make the other alterations referred to in subsection (2) of this section must contain a condition that those alterations do not take effect until the notice of articles contained in the transition application takes effect.

Transition application

437 (1) A pre-existing company must not submit a transition application to the registrar for filing under this Division until

(a) the company has been authorized to do so by a directors' resolution or an ordinary resolution,

(b) if it is necessary to alter the articles to ensure that those articles comply with section 438 (3), the resolution required under section 438 (1) is received for deposit at the company's records office, and

(c) if the company intends to alter its articles under section 436 (2), the resolution required under section 259 (1) to (3) to make those alterations is received for deposit at the company's records office.

(2) The pre-existing company must ensure that the transition application that is filed with the registrar under section 436 (1) (a)

(a) is in the prescribed form, and

(b) contains a notice of articles that

(i) includes, in respect of the directors of the company, the information that was, immediately before the time of the filing, shown in the corporate register,

(ii) sets out the mailing address and delivery address of the office that was, immediately before the time of the filing, the registered office of the company,

(iii) sets out the mailing address and delivery address of the office that was, immediately before the time of the filing, the records office of the company,

(iv) sets out, as the name of the company, the name that the company had immediately before the time of the filing, and sets out, in the prescribed manner, any translation of that name that the company intends to use outside Canada,

(v) includes all of the information required to comply with section 11 (g) and (i) that was contained in the company's memorandum or articles immediately before the time of the filing,

(vi) sets out, in respect of each class and series of shares, whether there are special rights or restrictions attached to the shares of that class or series, and

(vii) does not contain any other information.

(3) No transition application filed with the registrar under section 436 (1) (a) is invalid merely because subsection (1) of this section has not been complied with.

(4) After a transition application for a pre-existing company is filed with the registrar under section 436 (1) (a), the registrar must furnish to the company a certified copy of that application and a certified copy of the notice of articles.

Alteration to articles

438 (1) Subject to subsection (2), a pre-existing company may alter its articles under section 436 (1) (b) by a directors' resolution or an ordinary resolution.

(2) The resolution referred to in subsection (1) of this section must contain a condition that the alteration to the articles does not take effect until the notice of articles contained in the transition application takes effect.

(3) For the purposes of section 436 (1) (b), the pre-existing company must

(a) ensure that its articles

(i) are mechanically or electronically produced,

(ii) are divided into consecutively numbered or lettered paragraphs,

(iii) set out the company's incorporation number,

(iv) set out, as the name of the company, the name that the company had immediately before the time of the filing of the transition application, and

(v) set out, in the prescribed manner, any translation of that name that the company intends to use outside Canada,

(b) alter its articles if and to the extent necessary to ensure that those articles include each provision that was contained, or was deemed under a former Companies Act to be contained, in the company's memorandum immediately before the time of the filing of the transition application and that is not included in its notice of articles under section 437 (2) (b),

(c) alter its articles if and to the extent necessary to remove from them any information that is inconsistent with the information that, under section 437 (2) (b), is included in the notice of articles contained in the transition application, and

(d) if the company is a pre-existing reporting company, alter its articles to include the Statutory Reporting Company Provisions.

Timing and effect of transition

439 (1) The notice of articles contained in the transition application and any alteration to the articles made under this Division take effect on the date and time that the transition application is filed with the registrar.

(2) Despite any wording to the contrary in a security agreement or other record, the filing of a transition application under section 436 (1) (a) and the alteration to the articles under section 436 (1) (b) do not constitute a breach or contravention of, or a default under, the security agreement or other record, and are deemed for the purposes of the security agreement or other record not to be an alteration to the charter of the pre-existing company.

(3) On compliance by a pre-existing company with section 436 (1) (a) and (b), the memorandum of the company ceases to have any further force or effect.

(4) On the filing of a transition application for a pre-existing company under section 436 (1) (a), the registrar may treat the company's memorandum as having no further force or effect.

Division 2 -- Company Transition

Registered and records office of pre-existing company

440 On the coming into force of this Act, each of the registered office and the records office of a pre-existing company has as its mailing address and its delivery address the address that was shown for that office in the corporate register immediately before the coming into force of this Act.

Prescribed address

441 On the coming into force of this Act, each director or officer of a pre-existing company has as his or her prescribed address the address that, immediately before the coming into force of this Act, was shown in the corporate register as that individual's residential address.

Name of specially limited company

442 (1) In this section, "specially limited company" means a pre-existing company to which one or more of sections 27 to 30 of the Company Act, 1996, applied immediately before the coming into force of this Act.

(2) If, immediately before the coming into force of this Act, the name of a specially limited company included the words "Non-Personal Liability" or the abbreviation "N.P.L.", those words or that abbreviation, as the case may be, are, on the coming into force of this Act, struck out of the company's name.

(3) If a specially limited company's name is changed under subsection (2) of this section,

(a) the registrar must alter the corporate register to reflect the change of name but need not issue any record, including a change of name certificate, to any person, including the company, to record the change of name,

(b) the company must alter all of its current records, whether kept under section 42 or under section 111, to reflect the change of name referred to in subsection (2) of this section and the company may, despite any other provision of this Act, make the alterations contemplated by this paragraph without obtaining any resolution to direct or authorize those alterations, and

(c) the company must ensure that all records issued by the company after the coming into force of this Act reflect the changed name of the company.

(4) Despite any wording to the contrary in a security agreement or other record, the alterations to the records under subsection (3) do not constitute a breach or contravention of, or a default under, the security agreement or other record, and are deemed for the purposes of the security agreement or other record not to be alterations to the charter of the specially limited company.

Division 3 -- Extraprovincial Company Transition

Head office of pre-existing extraprovincial company

443 On the coming into force of this Act, the head office of a pre-existing extraprovincial company has as its mailing address and its delivery address,

(a) in the case of a pre-existing extraprovincial company for which no attorney was shown on the corporate register immediately before the coming into force of this Act, the address within British Columbia that, immediately before the coming into force of this Act, was shown in the corporate register as the extraprovincial company's head office, or

(b) in any other case, the address outside British Columbia that, immediately before the coming into force of this Act, was shown in the corporate register as the address for the head office of the extraprovincial company.

Attorney for pre-existing extraprovincial company

444 (1) On the coming into force of this Act,

(a) a person who was an attorney for a pre-existing extraprovincial company immediately before the coming into force of this Act is an attorney for the extraprovincial company, and

(b) the address that was shown for that attorney in the corporate register immediately before the coming into force of this Act is the mailing address and the delivery address of that attorney.

(2) A pre-existing extraprovincial company to which subsection (1) applies and the extraprovincial company's attorney must, promptly after the coming into force of this Act, ensure that the mailing address and delivery address of the attorney comply with section 386 (3).

Division 4 -- General

Repeals

445 The following are repealed:

(a) subject to section 4 (3), the Company Act, R.S.B.C. 1996, c. 62;

(b) the Company Act, S.B.C. 1999, c. 27.

Portions of this Part repealed

446 Divisions 1 to 3 of this Part may be repealed by regulation of the Lieutenant Governor in Council made after the second anniversary of the coming into force of this Act.

Commencement

447 This Act comes into force by regulation of the Lieutenant Governor in Council.