Explanatory Note

This Bill implements the Trade, Investment and Labour Mobility Agreement between British Columbia and Alberta.

BILL 32 – 2008
TRADE, INVESTMENT AND LABOUR MOBILITY AGREEMENT IMPLEMENTATION ACT

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

Definition

1  In this Act, "Agreement" means the Trade, Investment and Labour Mobility Agreement entered into by the governments of British Columbia and Alberta on April 28, 2006 and includes amendments to the Agreement.

Prohibition on private cause of action

2  (1) Subject to subsection (2), no legal proceeding lies or may be brought or continued against the government or another person to enforce or determine a right or obligation that is claimed or arises solely under the Agreement or the Agreement as interpreted by a joint decision issued under Article 34 (4) of the Agreement.

(2) Subsection (1) does not apply to a proceeding that is contemplated by Part IV of the Agreement.

(3) No legal proceeding lies or may be brought or continued against the government for compensation, damages or any other remedy for anything arising as a consequence of a joint decision issued under Article 34 (4) of the Agreement.

Assigning responsibilities of government

3  The Lieutenant Governor in Council by order may assign to the minister the responsibility of

(a) carrying out on behalf of the government any of its powers or duties under the Agreement, or

(b) exercising on behalf of the government any discretion it has under the Agreement.

Power to make regulations

4  (1) The Lieutenant Governor in Council may make regulations for the purposes of implementing the Agreement or the amendments made by this Act to other Acts, including, without limiting this, to remedy any transitional difficulties encountered in implementing the Agreement or amendments made by this Act to other Acts.

(2) A regulation made under this section may be made retroactive to a date not earlier than April 1, 2007, and if made retroactive

(a) is deemed to come into force on the date specified in the regulation, and

(b) is retroactive to the extent necessary to give it force and effect on the date specified in the regulation.

(3) This section is repealed two years after it is brought into force and on its repeal any regulations made under it are also repealed.

Consequential and Related Amendments

Accountants (Management) Act

5 Section 9 (3) and (4) of the Accountants (Management) Act, R.S.B.C. 1996, c. 4, is repealed.

Architects Act

6 Section 36 (1) (a) of the Architects Act, R.S.B.C. 1996, c. 17, is amended by striking out "and has, before the application for membership in the institute, been for 2 years engaged in the practice of architecture in that jurisdiction, or actively employed in the office of a practising member of the institute or a practising architect approved by the council,".

Business Corporations Act

7 Section 1 (1) of the Business Corporations Act, S.B.C. 2002, c. 57, is amended by repealing the definition of "extraprovincial company" and substituting the following:

"extraprovincial company" means, as the case may be,

(a) a foreign entity registered under section 377 as an extraprovincial company or under section 379 as an amalgamated extraprovincial company, or

(b) a foreign entity registered as an extraprovincial company or as an amalgamated extraprovincial company under regulations made in accordance with Division 4 of Part 11,

and includes a pre-existing extraprovincial company; .

8 The heading of Part 10 is repealed and the following substituted:

Part 10 — Liquidation, Dissolution, Restoration
and Reinstatement .

9 The heading of Division 11 of Part 10 is repealed and the following substituted:

Division 11 — Restoration and Reinstatement .

10 Section 354 is amended

(a) in subsection (1) in the definitions of "full restoration" and "limited restoration" by striking out ", or a restoration of the registration of a foreign entity as an extraprovincial company,", and

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

(b) to a foreign entity that has had its registration as an extraprovincial company cancelled, if, at the time an application is made under this Division for the reinstatement of that registration, the person is,

(i) in the case of a limited liability company, the limited liability company or a manager or member of the limited liability company, or

(ii) in the case of any other foreign entity, the foreign entity or a director, officer or shareholder of the foreign entity.

11 Section 355 is amended

(a) in subsection (1) by striking out "or the registration of a foreign entity as an extraprovincial company has been cancelled",

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

(b) mail notice of the application to the last address shown in the corporate register as the address or mailing address, as the case may be, of the registered office of the company, and , and

(c) by repealing subsection (2) (c) and substituting the following:

(c) reserve a href under section 22 for the company unless the company is to be restored with the name created by adding "B.C. Ltd." after the incorporation number of the company.

12 Section 356 is amended

(a) in subsection (1) by striking out "or to restore the registration of a foreign entity as an extraprovincial company", and

(b) in subsection (4) (a) by striking out "or the cancellation of the registration of the foreign entity" and "or cancellation".

13 Section 357 is repealed and the following substituted:

Contents of application to the registrar for restoration

357  A restoration application under section 356 must contain the following:

(a) the date on which the notice required under section 355 (2) (a) was published in the Gazette;

(b) the date on which the notice required under section 355 (2) (b) was mailed in accordance with that subsection;

(c) the name reserved for the company and the reservation number given for it, or a statement that the name by which the company is to be restored is the name created by adding "B.C. Ltd." after the incorporation number of the company;

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

(e) if the application is for a full restoration of the company,

(i) a statement that the applicant is related to the company and the nature of the person's relationship with the company,

(ii) the mailing address and the delivery address of the office proposed as the registered office of the restored company, and

(iii) for the records office of the restored company, the mailing address and the delivery address of the office at which the dissolved company's records, within the meaning of section 351, are being kept or, if those records are not available, a statement to that effect and the mailing address and the delivery address of the office proposed as the records office of the restored company. 

14 Section 358 (1) is amended by striking out "or restore the registration of the foreign entity as an extraprovincial company".

15 Section 359 is amended

(a) in subsections (1) and (2) (b) by striking out "or the restored registration of the foreign entity as an extraprovincial company is cancelled",

(b) in subsection (3) by striking out "356 (3), 357 (1) (a) and (b) and 357 (2) (c) or (3) (b)" and substituting "356 (3) and 357 (a), (b) and (e)", and

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

(4) After a company is dissolved under this section, the registrar must publish in the prescribed manner notice that the company has been dissolved.

16 Section 360 is amended

(a) in subsection (1) by striking out "or to restore the registration of a foreign entity as an extraprovincial company", and

(b) by repealing subsections (5) and (6) and substituting the following:

(5) Subject to subsection (8), on an application under subsection (1), the court may, if it is satisfied that it is appropriate to restore the company, make an order, on the terms and conditions, if any, the court considers appropriate, that the company be restored.

(6) Without limiting subsection (5), in an order made under that subsection, the court may give directions and make provisions it considers appropriate for placing the company and every other person in the same position, as nearly as may be, as if the company had not been dissolved.

17 Section 361 is amended

(a) in subsections (1) and (2) (b) by striking out "or the restored registration of the foreign entity as an extraprovincial company is cancelled",

(b) in subsection (3) (d) (i) by striking out "sections 357 (1) (a) and (b) and 357 (2) (c) or (3) (b)" and substituting "section 357 (a), (b) and (e)", and

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

(4) After a company is dissolved under this section, the registrar must publish in the prescribed manner notice that the company has been dissolved.

18 Section 362 is amended

(a) in subsection (2) by striking out "Subject to section 363 (2) and (3), unless" and substituting "Unless", and

(b) in subsection (2) (a) by striking out "or restore the registration of the foreign entity as an extraprovincial company".

19 Section 363 is repealed and the following substituted:

Restrictions on restoration

363  If a restoration is as a result of an application to the registrar under section 356, the registrar must not restore the company until 21 days after the later of

(a) the date shown in the restoration application as the date on which notice of the application was published in the Gazette in accordance with section 355 (2) (a), and

(b) the date shown in the restoration application as the date on which the applicant mailed the notice of the application in accordance with section 355 (2) (b).

20 The following sections are added:

Reinstatement of registration of foreign entity as extraprovincial company

364.1  (1) If the registration of a foreign entity as an extraprovincial company has been cancelled, a related person may apply to the registrar to reinstate the registration of a foreign entity as an extraprovincial company, but if the application is for reinstatement for a limited period, any person may make the application.

(2) Before submitting an application to the registrar, the applicant must

(a) publish in the Gazette notice of the application,

(b) mail notice of the application to the last address shown in the corporate register as the address or mailing address, as the case may be, for an attorney for the extraprovincial company or, if none, to the address inside British Columbia that was the last address shown in the corporate register as the address or mailing address, as the case may be, for its head office, and

(c) reserve a href or assumed name under section 22 or 26, as the case may be, for the foreign entity, unless the foreign entity is a federal corporation.

(3) In order to apply for a reinstatement under this section, the applicant must provide to the registrar the records and information the registrar may require and must submit to the registrar for filing a reinstatement application in the form established by the registrar and any other records the registrar may require.

(4) Subject to subsection (5), a reinstatement application must contain the following:

(a) the date on which the notice required under subsection (2) (a) was published in the Gazette;

(b) the date on which the notice required under subsection (2) (b) was mailed in accordance with that subsection;

(c) the name or assumed name, as the case may be, reserved for the foreign entity and the reservation number given for it, or, in the case of a federal corporation, the name of that corporation;

(d) a statement that the applicant is related to the foreign entity and the nature of the person's relationship with the foreign entity;

(e) the mailing address and the delivery address of the office proposed as the head office of the foreign entity after reinstatement of its registration as an extraprovincial company, whether or not that head office is in British Columbia;

(f) for each of the attorneys, if any, that the foreign entity proposes to have after reinstatement of its registration as an extraprovincial company, a mailing address and a delivery address that comply with section 386 (3).

(5) If the application is for reinstatement for a limited period, the reinstatement application must contain the matters referred to in subsection (4) (a) to (c).

Registrar must reinstate

364.2  (1) Subject to section 364.4 and unless the court orders otherwise in an entered order of which a copy has been filed with the registrar, after a reinstatement application under section 364.1 is filed with the registrar, the registrar must, on any terms and conditions the registrar considers appropriate, reinstate the registration of the foreign entity as an extraprovincial company with the same registration number the foreign entity had before its registration as an extraprovincial company was cancelled.

(2) Unless the court orders otherwise, a reinstatement under subsection (1) is without prejudice to the rights acquired by persons before the reinstatement.

Limited reinstatement by registrar

364.3  (1) If a reinstatement under section 364.2 is for a limited period, the following apply:

(a) subject to paragraph (b), the reinstated registration of the foreign entity as an extraprovincial company is cancelled on the expiration of the limited period of reinstatement;

(b) on an application made by any person, the registrar may extend the period to any later date that the registrar considers appropriate, in which case the reinstated registration of the foreign entity as an extraprovincial company is cancelled on the expiration of the extended period.

(2) After the registration of a foreign entity as an extraprovincial company is cancelled under this section, the registrar must publish in the prescribed manner notice that the registration has been cancelled.

Restrictions on reinstatement

364.4  (1) The registrar must not reinstate the registration of the foreign entity as an extraprovincial company until 21 days after the later of

(a) the date shown in the reinstatement application as the date on which notice of the application was published in the Gazette in accordance with section 364.1 (2) (a), and

(b) the date shown in the reinstatement application as the date on which the applicant mailed the notice of the application in accordance with section 364.1 (2) (b).

(2) The registrar must not reinstate the registration of a foreign entity as an extraprovincial company under the same application made under section 364.1 unless the reservation of the name or assumed name included in that reinstatement application remains in effect at the date of the reinstatement or, if the reservation has expired, a new reservation of that same name or assumed name has been applied for and approved by the registrar.

(3) Subsection (2) does not apply to a federal corporation.

21 Section 365 is amended

(a) in subsections (1) and (3) by striking out "restored" wherever it appears and substituting "reinstated",

(b) in subsection (1) by striking out "restoration" in both places and substituting "reinstatement",

(c) by repealing subsection (2) and substituting the following:

(2) The mailing addresses and the delivery addresses of the head office of the extraprovincial company, whether or not the head office is in British Columbia, and of the attorneys, if any, for the extraprovincial company are the mailing addresses and the delivery addresses respectively shown for them on the reinstatement application. , and

(d) by adding the following subsection:

(2.1) The name under which the extraprovincial company is reinstated is the name that is included in the reinstatement application if a reservation of that name remains in effect at the date of the reinstatement or, if the reservation has expired, a new reservation of that same name or assumed name has been applied for and approved by the registrar.

22 Section 366 (2) is repealed.

23 Section 367 is amended

(a) in subsection (1) by striking out everything before paragraph (a) and substituting "After the restoration of a company or the reinstatement of the registration of a foreign entity as an extraprovincial company under this Division, the extension or conversion under section 359 or 361 of a limited restoration, or the extension of a reinstatement under section 364.3 (1) (b), the registrar must",

(b) in subsection (1) (a) (i) by striking out "restoration, extension or conversion" and substituting "restoration, reinstatement, extension or conversion",

(c) in subsection (1) (a) (ii) and (b) by adding "or reinstatement" after "restoration",

(d) in subsection (1) (c) by adding "or reinstatement application" after "restoration application", and

(e) by repealing subsection (2) and substituting the following:

(2) A certificate of restoration must show the name of the company and the date and time of the restoration, or, in the case of a certificate of reinstatement, the name and any assumed name for the extraprovincial company and the date and time of the reinstatement, and,

(a) in the case of a limited restoration or reinstatement or the extension of a limited restoration or reinstatement, include the date on which the limited period of restoration or reinstatement expires, or

(b) in the case of a conversion of a limited restoration to a full restoration, include the date and time of the conversion.

24 Part 11 is amended by adding the following Division:

Division 4 — Designated Provinces and
Extraprovincial Companies from Designated Provinces

Definitions

399.1  In this Division:

"designated province" means a province designated by the Lieutenant Governor in Council for the purposes of this Division under section 399.2 (1);

"extraprovincial registrar" means a person in a designated province who holds a position that is equivalent to the registrar.

Power to make regulations

399.2  (1) The Lieutenant Governor in Council may by regulation designate a province for the purposes of this Division.

(2) Without limiting any other authority of the Lieutenant Governor in Council to make regulations under this Act, the Lieutenant Governor in Council may, in relation to foreign entities from a designated province or foreign entities from a designated province that are registered as extraprovincial companies, make regulations as follows:

(a) respecting the filings that must be made by foreign entities or extraprovincial companies;

(b) respecting registration of foreign entities as extraprovincial companies or as amalgamated extraprovincial companies and cancellation of registration of foreign entities as extraprovincial companies;

(c) respecting reinstatement by the registrar of registration of foreign entities as extraprovincial companies;

(d) respecting liquidation, receivership and dissolution of foreign entities registered as extraprovincial companies;

(e) respecting changes to information on the corporate register that relates to extraprovincial companies;

(f) respecting changes of name of foreign entities registered as extraprovincial companies and cancellations or changes of assumed name of foreign entities registered as extraprovincial companies;

(g) respecting the head office of a foreign entity registered as an extraprovincial company and attorneys of extraprovincial companies;

(h) respecting the form or manner in which the registrar may accept records, filings, applications, information, forms, notices and fees in matters governed under this section;

(i) exempting foreign entities or extraprovincial companies from a provision of this Act or from a provision of a regulation made under another section of this Act;

(j) disapplying a provision of this Act or a provision of a regulation made under another section of this Act in respect of foreign entities or extraprovincial companies.

(3) Without limiting any other authority of the Lieutenant Governor in Council to make regulations under this Act, the Lieutenant Governor in Council may make regulations as follows:

(a) setting out the powers and duties of the registrar in relation to matters governed by regulations made under this section;

(b) in relation to companies recognized under this Act, respecting the form or manner in which the registrar may collect and transmit records, filings, applications, information, forms, notices and fees to or for an extraprovincial registrar.

(4) A regulation under subsection (2) or (3) may

(a) require that a form be one established by the registrar or allow a form to be one established by the registrar, and

(b) confer a discretion on, or delegate a matter to, the registrar.

(5) If there is a conflict or an inconsistency between a regulation made under this section and a provision of this Act or a provision of a regulation made under another section of this Act, the regulation made under this section prevails.

Registrar may enter into agreement

399.3  The registrar may enter into an agreement with an extraprovincial registrar in relation to companies recognized under this Act, foreign entities from the designated province and foreign entities from the designated province that are registered as extraprovincial companies, to address the following matters:

(a) the collection by the extraprovincial registrar of records, filings, applications, forms, notices, fees or information required under this Act;

(b) the collection by the registrar of records, filings, applications, forms, notices, fees or information required under an enactment similar to this Act;

(c) the transmission of the matters referred to in paragraphs (a) and (b) from the extraprovincial registrar to the registrar and from the registrar to the extraprovincial registrar;

(d) the powers and duties of the registrar and the extraprovincial registrar in relation to a matter referred to in paragraph (a), (b), (c) or (e);

(e) any related matter that the registrar determines is appropriately included in the agreement.

Commercial Arbitration Act

25 Section 2 of the Commercial Arbitration Act, R.S.B.C. 1996, c. 55, is amended

(a) in subsection (1) by striking out "This Act applies to the following" and substituting "Subject to subsection (4), this Act applies to the following", and

(b) by adding the following subsection:

(4) This Act does not apply to the Trade, Investment and Labour Mobility Agreement entered into between the governments of British Columbia and Alberta on April 28, 2006, or to amendments to that Agreement, except as provided in Article 31 of that Agreement.

Community Care and Assisted Living Act

26 Section 11 (2) (a) of the Community Care and Assisted Living Act, S.B.C. 2002, c.  75, is amended

(a) by striking out "and" at the end of subparagraph (ii),

(b) by striking out "or" at the end of subparagraph (iii) and substituting "and", and

(c) by adding the following subparagraph:

(iv) agrees to be readily available to respond to inquiries from the director of licensing or the medical health officer and to provide to them financial and other records of the community care facility that can reasonably be presumed to contain information relevant to the administration of this Act and the regulations, or .

27 Section 11 (2) (b) (i) is repealed and the following substituted:

(i) has a director permanently resident in British Columbia or a prescribed province who agrees to be available by telephone or other communication medium to respond to inquiries from the director of licensing or the medical health officer within 24 hours of a request and to provide to them financial and other records of the community care facility that can reasonably be presumed to contain information relevant to the administration of this Act and the regulations, .

28 Section 34 (2) is amended

(a) in paragraph (h) by striking out "what the qualifications are for certification,", and

(b) by adding the following paragraphs:

(h.1) for the purposes of section 8, setting out the qualifications for certification;

(w) prescribing a province for the purposes of section 11 (2) (b) (i).

29 Section 34 is amended by adding the following subsection:

(6) In making regulations under subsection (2) (h.1), the Lieutenant Governor in Council may do one or more of the following in relation to the person who issues certificates for the purposes of section 8:

(a) delegate a matter;

(b) confer a discretion;

(c) set out considerations that the person may take into account when a matter is delegated under paragraph (a) or a discretion is conferred under paragraph (b).

Cooperative Association Act

30 Section 1 (1) of the Cooperative Association Act, R.S.B.C. 1996, c. 28, is amended in the definition of "extraprovincial association" by striking out "section 181" and substituting "section 181 or under regulations made in accordance with Part 11.1".

31 Section 24 is amended by striking out "section 181" and substituting "section 181 or under regulations made in accordance with Part 11.1".

32 The following Part is added:

Part 11.1 — Designated Provinces and Extraprovincial
Associations from Designated Provinces .

Definitions

178.3  In this Part:

"designated province" means a province designated by the Lieutenant Governor in Council for the purposes of this Part under section 178.4 (1);

"extraprovincial registrar" means a person in a designated province who holds a position that is equivalent to the registrar.

Power to make regulations

178.4  (1) The Lieutenant Governor in Council may by regulation designate a province for the purposes of this Part.

(2) Without limiting any other authority of the Lieutenant Governor in Council to make regulations under this Act, the Lieutenant Governor in Council may, in relation to extraprovincial corporations from a designated province or extraprovincial corporations from a designated province that are registered as extraprovincial associations, make regulations as follows:

(a) respecting the filings that must be made by extraprovincial corporations or extraprovincial associations;

(b) respecting registration of extraprovincial corporations as extraprovincial associations or as amalgamated extraprovincial associations and cancellation of registration of extraprovincial corporations as extraprovincial associations;

(c) respecting liquidation and dissolution of extraprovincial corporations registered as extraprovincial associations;

(d) setting out procedures that the registrar must follow before cancelling the registration of extraprovincial corporations as extraprovincial associations;

(e) respecting changes to filed information that relates to extraprovincial associations;

(f) setting out the duties of a liquidator of an extraprovincial corporation registered as an extraprovincial association;

(g) respecting changes of name of extraprovincial corporations registered as extraprovincial associations;

(h) respecting the appointment of or change in attorneys of extraprovincial associations;

(i) respecting the form or manner in which the registrar may accept records, filings, applications, information, forms, notices and fees in matters governed under this section;

(j) exempting extraprovincial corporations or extraprovincial associations from a provision of this Act or from a provision of a regulation made under another section of this Act;

(k) disapplying a provision of this Act or a provision of a regulation made under another section of this Act in respect of extraprovincial corporations or extraprovincial associations.

(3) Without limiting any other authority of the Lieutenant Governor in Council to make regulations under this Act, the Lieutenant Governor in Council may make regulations as follows:

(a) setting out the powers and duties of the registrar in relation to matters governed by regulations made under this section;

(b) in relation to associations incorporated or continued under this Act, respecting the form or manner in which the registrar may collect and transmit records, filings, applications, information, forms, notices and fees to or for an extraprovincial registrar.

(4) A regulation under subsection (2) or (3) may

(a) require that a form be one established by the registrar or allow a form to be one established by the registrar, and

(b) confer a discretion on, or delegate a matter to, the registrar.

(5) If there is a conflict or an inconsistency between a regulation made under this section and a provision of this Act or a provision of a regulation made under another section of this Act, the regulation made under this section prevails.

Registrar may enter into agreement

178.5  The registrar may enter into an agreement with an extraprovincial registrar in relation to associations incorporated or continued under this Act, extraprovincial corporations from the designated province and extraprovincial corporations from the designated province that are registered as extraprovincial associations, to address the following matters:

(a) the collection by the extraprovincial registrar of records, filings, applications, forms, notices, fees or information required under this Act;

(b) the collection by the registrar of records, filings, applications, forms, notices, fees or information required under an enactment similar to this Act;

(c) the transmission of the matters referred to in paragraphs (a) and (b) from the extraprovincial registrar to the registrar and from the registrar to the extraprovincial registrar;

(d) the powers and duties of the registrar and the extraprovincial registrar in relation to a matter referred to in paragraph (a), (b), (c) or (e);

(e) any related matter that the registrar determines is appropriately included in the agreement.

33 Section 180 (1) (d) is amended by striking out "section 181" and substituting "section 181 or under regulations made in accordance with Part 11.1".

34 Section 181 is amended by striking out "this section" and substituting "this section or under regulations made in accordance with Part 11.1".

Credit Union Incorporation Act

35 Section 1 (1) of the of the Credit Union Incorporation Act, R.S.B.C. 1996, c. 82, is amended by adding the following definition:

"designated jurisdiction" means a jurisdiction that is designated by regulation of the Lieutenant Governor in Council under section 108 (2) (i); .

36 Section 15.1 is amended by striking out "Subject to this section, an extraprovincial credit union," and substituting "Subject to this section, an extraprovincial credit union from a designated jurisdiction,".

37 Section 15.2 is amended

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

(c) the laws of a designated jurisdiction, ,

(b) in subsection (1) by striking out "that other jurisdiction" in both places and substituting "the designated jurisdiction", and

(c) in subsection (2) by striking out "the other jurisdiction" in both places and substituting "the designated jurisdiction".

38 Section 16 is amended

(a) by adding the following subsections:

(1.1) A credit union (the "transferring credit union") may dispose of all or substantially all of its assets to an extraprovincial credit union, other than a credit union that is the equivalent of a central credit union, from a designated jurisdiction (the "acquiring credit union"), but must not do so except in accordance with subsections (2) to (6) of this section and the regulations under section 108 (2) (j).

(1.2) Subsections (7) and (8) do not apply to a disposition referred to in subsection (1.1). , and

(b) in subsection (2) (g) by adding "or in accordance with the regulations" after "under subsection (7)".

39 The following section is added:

Business acquisition of an extraprovincial credit union by asset transfer

16.1  (1) A credit union (the "acquiring credit union"), if authorized by

(a) the consent given by the commission and the deposit insurance corporation for the purposes of this section, and

(b) the laws of a designated jurisdiction,

may acquire all or substantially all of the assets of an extraprovincial credit union that is from the designated jurisdiction (the "transferring extraprovincial credit union"), but must not do so except in accordance with this section and the regulations under section 108 (2) (j).

(2) The acquiring credit union must promptly file with the commission the executed asset transfer agreement and any other documents or certified copies of other documents that the commission requires.

(3) If the commission consents to a proposed asset transfer agreement, the commission must stipulate, as the effective date of the asset transfer agreement, a date not earlier than the date the commission receives the executed asset transfer agreement, and the commission must deliver

(a) the executed asset transfer agreement, and

(b) the other documents referred to in subsection (2)

to the registrar together with written notice of the effective date.

(4) On receiving the executed asset transfer agreement and the other documents referred to in subsection (2), the registrar must

(a) register the asset transfer agreement and the other documents,

(b) issue a certificate of business acquisition, and

(c) publish in the Gazette a notice of the business acquisition showing the name and registered office of the acquiring credit union, the name of the transferring credit union and the date of the business acquisition.

(5) On and after the effective date of a certificate of business acquisition,

(a) the rights, property, interests and assets of the transferring extraprovincial credit union are transferred to and vested in the acquiring credit union,

(b) the debts, obligations and liabilities of the transferring extraprovincial credit union, including any obligations to dissenting members and auxiliary members,

(i) are transferred to and assumed by the acquiring credit union,

(ii) become the debts, obligations and liabilities of the acquiring credit union, and

(iii) become enforceable against the acquiring credit union as if it had incurred them,

(c) each member of the transferring extraprovincial credit union becomes a member of the acquiring credit union and remains one until the member's membership ceases in accordance with section 45, 47, 48 or 49, or the rules of the acquiring credit union, and

(d) each member and auxiliary member of the acquiring credit union is bound by the asset transfer agreement.

40 Section 20 is amended by adding the following subsections:

(1.1) One or more credit unions (the "amalgamating credit unions") may amalgamate with one or more extraprovincial credit unions from one or more designated jurisdictions, and continue as one credit union (the "amalgamated credit union"), but must not do so except in accordance with this section and the regulations under section 108 (2) (j).

(1.2) In subsections (2), (3), (6) and (7) and sections 22 and 23, the term "amalgamating credit unions" is to be read as including an extraprovincial credit union referred to in subsection (1.1).

(1.3) In an amalgamation referred to in subsection (1.1), there must be provided to the registrar the records and information the registrar may require, including, without limitation, any proof required by the registrar regarding the standing of the extraprovincial credit union in the extraprovincial credit union's jurisdiction, and there must be filed with the registrar any records the registrar may require, including, without limitation, an authorization for the amalgamation from the extraprovincial credit union's jurisdiction.

41 The following section is added:

Amalgamation of credit union with extraprovincial credit union

20.1  (1) One or more credit unions (the "amalgamating credit unions") may amalgamate with one or more extraprovincial credit unions from one or more designated jurisdictions (the "amalgamating extraprovincial credit unions"), and continue as an extraprovincial credit union (the "amalgamated extraprovincial credit union"), but must not do so except in accordance with this section and the regulations under section 108 (2) (j).

(2) An amalgamation referred to in subsection (1) may only proceed if the following conditions are met:

(a) the laws of each amalgamating extraprovincial credit union's governing jurisdiction allow the amalgamation and each amalgamating extraprovincial credit union obtains the approval to the amalgamation required by its charter and otherwise complies with the laws of its governing jurisdiction with respect to the amalgamation;

(b) the amalgamation is authorized by the commission and the deposit insurance corporation for the purposes of this section;

(c) each credit union is authorized to amalgamate

(i) by special resolution, if it is a credit union that has issued no equity shares or has issued no equity shares other than the membership shares, or

(ii) by special resolution, and, if it is a credit union that has issued 2 or more classes of equity shares, by a separate resolution of the holders of each class of equity shares other than the membership shares, requiring a majority of 2/3 of the votes cast for approval of each class.

(3) A credit union ceases to be a credit union incorporated under this Act on and after the date on which it is amalgamated under the laws of the amalgamated extraprovincial credit union's governing jurisdiction, and the amalgamated extraprovincial credit union must promptly file with the registrar and the commission a copy of any record issued to the amalgamated extraprovincial credit union by the amalgamated extraprovincial credit union's governing jurisdiction to effect or confirm the amalgamation.

42 Section 24 (1) (b) is amended by striking out "section 20" and substituting "section 20 or 20.1".

43 Section 40 (3) is amended by striking out "section 16 or 17" and substituting "section 16, 16.1 or 17".

44 Section 51 is amended by striking out "section 16 (4) (b) (ii), 20 (4) (b) (ii)" and substituting "section 16 (4) (b) (ii), 20 (4) (b) (ii), 20.1 (2) (c) (ii)".

45 Section 79 is repealed and the following substituted:

Location of general meetings

79  A general meeting of a credit union may be held in

(a) British Columbia, or

(b) another province as approved by resolution of the members and

(i) under the laws of which a member of the central credit union is incorporated, in the case of a central credit union, or

(ii) in which the credit union has a branch office, in the case of a credit union other than a central credit union.

46 Section 83 (5) is repealed and the following substituted:

(3) A meeting of directors may be held in

(a) British Columbia, or

(b) another province

(i) under the laws of which a member of the central credit union is incorporated, in the case of a central credit union, or

(ii) in which the credit union has a branch office, in the case of a credit union other than a central credit union.

47 Section 85 (3) is amended by striking out "Sections 16, 44," and substituting "Sections 15.2, 16, 16.1, 20.1, 44,".

48 Section 93 (2) is amended by striking out "section 16 (3), 20 (3), 44 (8)," and substituting "section 16 (3), 16.1 (3), 20 (3), 20.1 (2) (b), 44 (8),".

49 Section 108 is amended

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

(i) designating a jurisdiction for the purposes of sections 15.1, 15.2, 16 (1.1), 16.1, 20 (1.1) and 20.1, with power to designate different jurisdictions for the purposes of different sections;

(j) establishing rules to be followed by a credit union or extraprovincial credit union before making or in making a disposition under section 16 (1.1) or an acquisition under section 16.1 or before amalgamating or in amalgamating under section 20 (1.1) or 20.1;

(k) in the case of an asset transfer referred to in section 16 (1.1),

(i) setting out criteria that the commission must or may take into account before consenting to the asset transfer agreement,

(ii) permitting the commission to set an effective date for the asset transfer agreement that is not earlier than the date the commission receives the executed asset transfer agreement,

(iii) setting out the procedures the commission must follow after determining the criteria referred to in subparagraph (i) have been met,

(iv) setting out what the registrar must do, and

(v) establishing when the transferring credit union is dissolved. , and

(b) by adding the following subsection:

(5) In designating a jurisdiction under subsection (2) (i) in relation to section 15.1, 15.2, 16 (1.1), 16.1, 20 (1.1) or 20.1, the Lieutenant Governor in Council may have regard to the following:

(a) if the jurisdiction concerned is a province, whether legislation similar to this Act has been enacted by the legislature of the province, or, if another type of jurisdiction is concerned, whether legislation similar to this Act has been enacted by an equivalent body of the jurisdiction;

(b) whether the jurisdiction concerned provides reciprocal treatment to credit unions;

(c) whether the legislation enacted in the jurisdiction concerned contains adequate provisions respecting the following, as applicable:

(i) for the purposes of section 16 (1.1), the transfer and vesting of rights, property, interests and assets of a transferring credit union in an acquiring credit union and transfer to and enforcement against an acquiring credit union of the debts, obligations and liabilities of the transferring credit union;

(ii) for the purposes of section 16.1, the transfer and vesting of rights, property, interests and assets of a transferring extraprovincial credit union in an acquiring credit union and transfer to and enforcement against an acquiring credit union of the debts, obligations and liabilities of the transferring extraprovincial credit union;

(iii) for the purposes of section 20 (1.1), the transfer and vesting of rights, property, interests and assets of an extraprovincial credit union in an amalgamated credit union and transfer to and enforcement against the amalgamated credit union of the debts, obligations and liabilities of the extraprovincial credit union;

(iv) for the purposes of section 20.1, the transfer and vesting of rights, property, interests and assets of an amalgamating credit union in an amalgamated extraprovincial credit union and transfer to and enforcement against the amalgamated extraprovincial credit union of the debts, obligations and liabilities of the amalgamating credit union.

Employee Investment Act

50 Section 11 of the Employee Investment Act, R.S.B.C. 1996, c. 112, is repealed.

51 Section 44 (5) is amended by striking out ", 11".

Enforcement of Canadian Judgments and Decrees Act

52 Section 1 of the Enforcement of Canadian Judgments and Decrees Act, S.B.C. 2003, c. 29, is amended

(a) by renumbering the section as section 1 (1),

(b) in subsection (1) in the definition of "Canadian judgment" by striking out "but does not include a judgment, decree or order that" and substituting "and, subject to section 1.1, includes a TILMA award, but does not include a judgment, decree or order that",

(c) in subsection (1) by adding the following definitions:

"Agreement" means the Trade, Investment and Labour Mobility Agreement Between British Columbia and Alberta;

"panel" means a panel convened under Article 26 or 29 of the Agreement;

"TILMA award" means

(a) a monetary award within the meaning of Article 29 (7) of the Agreement if no judicial review has been requested in relation to that award under Article 31 (1) within the 15 day period referred to in that Article,

(b) a monetary award within the meaning of Article 29 (7) of the Agreement if

(i) judicial review has been requested in relation to that award under Article 31 (1) within the 15 day period referred to in that Article, and

(ii) the judicial review court determines that the award should neither be set aside nor remitted to a panel, or

(c) if judicial review has been requested under Article 31 (1) of a monetary award within the meaning of Article 29 (7) of the Agreement and the judicial review court remits the award to a panel, the monetary award as confirmed or amended by that panel,

and includes an award of costs under Article 32 (1) of the Agreement. , and

(d) by adding the following subsection:

(2) When used in relation to a TILMA award,

(a) a reference in this Act to a judge, registrar, clerk or other proper officer of the court that made the judgment is deemed to be a reference to a member of the panel that made the TILMA award,

(b) a reference in this Act to the province or territory where the judgment was made is deemed to be a reference to British Columbia, and

(c) a reference in sections 6 (1) and (3) (a) and (c) and 10 (a) and (b) to a proceeding is deemed to be a reference to the proceedings that led to the TILMA award.

53 The following section is added:

TILMA awards

1.1  (1) If a Canadian judgment or a registered Canadian judgment is a TILMA award,

(a) sections 6 (2) (c) (ii) to (iv) and 9 do not apply, and

(b) a reference in section 4 to sections 5 and 6 is deemed to be a reference to sections 5 and 6 (1), (2) (a), (b) and (c) (i), (3) and (4).

(2) If a registered Canadian judgment is a TILMA award against the government, the following must accord with the Crown Proceeding Act:

(a) enforcement of that registered Canadian judgment under section 4 of this Act;

(b) an order in respect of that registered Canadian judgment under section 6 (2) (a), (b) or (c) (i) of this Act.

(3) Subject to subsection (2), nothing in subsection (1) affects the power of the Supreme Court to make, in relation to a registered Canadian judgment that is a TILMA award, any order in relation to the enforcement of that registered Canadian judgment, including, without limitation, any order

(a) staying or limiting the enforcement of that registered Canadian judgment, or

(b) respecting the procedure to be used for the enforcement of that registered Canadian judgment,

that the court may make in relation to the enforcement of any other order or judgment of the court.

Financial Institutions Act

54 Section 10.1 (2) of the Financial Institutions Act, R.S.B.C. 1996, c. 141, is amended

(a) by striking out "or before making an application to the court under that Division", and

(b) in paragraph (b) by striking out "restoration, or conversion of a limited restoration" and substituting "reinstatement or extension of a limited reinstatement".

55 Section 201 (3) (c) is amended

(a) in paragraph (iv) by striking out "section 16" and substituting "section 16 or 16.1", and

(b) in paragraph (v) by striking out "section 20" and substituting "section 20 or 20.1".

Land Title Act

56 Section 148 (2) (b) of the Land Title Act, R.S.B.C. 1996, c. 250, is amended by striking out "residing in British Columbia".

Liquor Control and Licensing Act

57 Section 16 of the Liquor Control and Licensing Act, R.S.B.C. 1996, c. 267, is amended by repealing subsections (5) and (6) and substituting the following:

(5) A licence, other than a special occasion licence under section 7, must not be issued, renewed or transferred except to

(a) a person who is a resident of British Columbia or a Canadian citizen or is lawfully admitted to Canada under the Immigration and Refugee Protection Act (Canada) for permanent residence, and is not a minor,

(b) a partnership, of which each member is a resident of British Columbia or a Canadian citizen or is lawfully admitted to Canada under the Immigration and Refugee Protection Act (Canada) for permanent residence, and is not a minor, or

(c) a corporation whose agent or manager selected by the corporation to carry on its business in the licensed establishment is a resident of British Columbia or a Canadian citizen or is lawfully admitted to Canada under the Immigration and Refugee Protection Act (Canada) for permanent residence, and is not a minor.

(6) A special occasion licence must not be issued except to a person who is not a minor and who

(a) is a resident of British Columbia or a Canadian citizen or is lawfully admitted to Canada under the Immigration and Refugee Protection Act (Canada) for permanent residence, or

(b) although not a resident of British Columbia or a Canadian citizen or lawfully admitted to Canada under the Immigration and Refugee Protection Act (Canada) for permanent residence, is approved for a special occasion licence by the general manager.

Notaries Act

58 Section 1 of the Notaries Act, R.S.B.C. 1996, c. 334, is amended by repealing the definition of "notarial district".

59 Sections 4, 6 (2), 7, 8 and 21 and the Schedule are repealed.

60 Section 5 (4) is amended by striking out everything after "and the date of the hearing must be published" and substituting "in a manner determined by the society."

61 Section 6 (1) is amended by striking out "for a notarial district".

62 Section 9 (1) is amended by striking out "Without applying to the court under section 8, a member" and substituting "A member".

63 Section 11 is amended by striking out everything after "the registrar must enroll the applicant as a member".

64 Section 13 (3) is amended by striking out "or 7, as appropriate".

65 Section 15 is amended

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

(a) any person if there is a need in a place for performance of the functions described in subsection (2), , and

(b) in subsection (3) by striking out "the area" and substituting "the geographic area".

66 Section 20 (2) and (7) is repealed and the following substituted:

(2) If the special fund falls below the prescribed amount, every member, on receipt of notice in writing from the secretary, must pay to the special fund in each practice year a sum set by the directors and the payments must be continued for each practice year until and including the practice year in which the special fund again reaches the prescribed amount.

(7) If the special fund exceeds the prescribed amount, the directors may invest and use the excess for the purposes of the society.

67 Section 40 (a) is amended by striking out everything after "at the earliest reasonable opportunity" and substituting ", in the manner set out in the regulations, and".

68 Section 47 (1) is repealed and the following substituted:

(1) An act done by a notary public must not be considered invalid or ineffectual only because it is done outside the geographic area to which the notary's practice is limited, or is done contrary to a limitation or condition to which the person's enrollment or commission is subject.

69 Section 48 (1) (c) is repealed and the following substituted:

(c) if the person is a notary public, practise outside the geographic area to which the person's practice is limited or practise in any way contrary to a limitation or condition to which the person's enrollment or commission is subject.

70 The following section is added:

Power to make regulations — Lieutenant Governor in Council

54.1  (1) The Lieutenant Governor in Council may make regulations referred to in section 41 of the Interpretation Act.

(2) Without limiting subsection (1), the Lieutenant Governor in Council may make regulations as follows:

(a) for the purposes of section 40 (a), setting out the manner of publication;

(b) prescribing an amount for the purposes of section 20 (2) and (7);

(c) for the purposes of section 15 (1) (a), setting out considerations or circumstances that may be taken into account by the Lieutenant Governor in Council in determining whether there is a need for performance of the functions described in section 15 (2).

Partnership Act

71 Section 80 (3) of the Partnership Act, R.S.B.C. 1996, c. 348, is amended by adding "or under regulations made in accordance with Part 7" after "under this section".

72 Section 81 (1) is amended by striking out "in the form established by the registrar".

73 Section 94 is amended in the definition of "extraprovincial limited liability partnership" by adding "or under regulations made in accordance with Part 7" after "under this Part".

74 Section 119 is amended

(a) in subsection (1) by adding "or under regulations made in accordance with Part 7" after "under section 80", and

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

(2) If a limited partnership is registered as an extraprovincial limited liability partnership,

(a) the partnership's registration under section 80 or under regulations made in accordance with Part 7 is cancelled, and

(b) section 80 or the regulations made in accordance with Part 7, as the case may be, cease to apply to the partnership.

75 The following Part is added:

Part 7 — Designated Provinces and Extraprovincial Limited Partnerships and Limited Liability Partnerships from Designated Provinces

Definitions

130  In this Part:

"designated province" means a province designated by the Lieutenant Governor in Council for the purposes of this Part under section 131 (1);

"extraprovincial limited liability partnership" means a foreign partnership registered as a limited liability partnership under this Part;

"extraprovincial registrar" means a person in a designated province who holds a position that is equivalent to the registrar;

"foreign partnership" means a partnership that has a governing province other than British Columbia that is a designated province;

"limited partnership" means a foreign partnership registered as a limited partnership under this Part.

Power to make regulations

131  (1) The Lieutenant Governor in Council may by regulation designate a province for the purposes of this Part.

(2) Without limiting any other authority of the Lieutenant Governor in Council to make regulations under this Act, the Lieutenant Governor in Council may, in relation to foreign partnerships, limited partnerships or extraprovincial limited liability partnerships, make regulations as follows:

(a) respecting the filings that must be made by foreign partnerships, limited partnerships or extraprovincial limited liability partnerships;

(b) respecting registration and cancellation of registration of foreign partnerships as limited partnerships or extraprovincial limited liability partnerships;

(c) respecting notice of dissolution of foreign partnerships registered as limited partnerships or extraprovincial limited liability partnerships;

(d) setting out procedures that the registrar must follow before cancelling the registration of foreign partnerships as limited partnerships or extraprovincial limited liability partnerships;

(e) respecting changes to filed information that relates to limited partnerships or extraprovincial limited liability partnerships;

(f) respecting the approval by the registrar of names of foreign partnerships, limited partnerships and extraprovincial limited liability partnerships and setting fees for the approval;

(g) respecting the requirement of limited partnerships and extraprovincial limited liability partnerships to have an attorney, the functions of an attorney and the appointment or change of attorney;

(h) establishing the authority and authorization of an attorney, including deemed authorization to accept service of process and notices;

(i) respecting information that must be kept and maintained by an attorney and to whom and when the information must be made available and fees that may be charged by an attorney for the provision of the information;

(j) respecting the form or manner in which the registrar may accept records, filings, applications, information, forms, notices and fees in matters governed under this section;

(k) exempting foreign partnerships, limited partnerships or extraprovincial limited liability partnerships from a provision of this Act or from a provision of a regulation made under another section of this Act;

(l) disapplying a provision of this Act or a provision of a regulation made under another section of this Act in respect of foreign partnerships, limited partnerships or extraprovincial limited liability partnerships.

(3) Without limiting any other authority of the Lieutenant Governor in Council to make regulations under this Act, the Lieutenant Governor in Council may make regulations as follows:

(a) setting out the powers and duties of the registrar in relation to matters governed by regulations made under this section;

(b) in relation to limited partnerships formed under Part 3 of this Act or limited liability partnerships formed under Part 6 of this Act, respecting the form or manner in which the registrar may collect and transmit records, filings, applications, information, forms, notices and fees to or for an extraprovincial registrar.

(4) A regulation under subsection (2) or (3) may

(a) require that a form be one established by the registrar or allow a form to be one established by the registrar, and

(b) confer a discretion on, or delegate a matter to, the registrar.

(5) If there is a conflict or an inconsistency between a regulation made under this section and a provision of this Act or a provision of a regulation made under another section of this Act, the regulation made under this section prevails.

Registrar may enter into agreement

132  The registrar may enter into an agreement with an extraprovincial registrar in relation to limited partnerships formed under Part 3 of this Act, limited liability partnerships formed under Part 6 of this Act, foreign partnerships, limited partnerships and extraprovincial limited liability partnerships, to address the following matters:

(a) the collection by the extraprovincial registrar of records, filings, applications, forms, notices, fees or information required under this Act;

(b) the collection by the registrar of records, filings, applications, forms, notices, fees or information required under an enactment similar to this Act;

(c) the transmission of the matters referred to in paragraphs (a) and (b) from the extraprovincial registrar to the registrar and from the registrar to the extraprovincial registrar;

(d) the powers and duties of the registrar and the extraprovincial registrar in relation to a matter referred to in paragraph (a), (b), (c) or (e);

(e) any related matter that the registrar determines is appropriately included in the agreement.

Small Business Venture Capital Act

76 Section 5 of the Small Business Venture Capital Act, R.S.B.C. 1996, c. 429, is repealed.

Transportation Act

77 Section 82 (1) (c) of the Transportation Act, S.B.C. 2004, c. 44, is amended by striking out "in British Columbia".

Transitional Provisions

Transition — Credit Union Incorporation Act transfers of incorporation

78  On the date that this section comes into force,

(a) section 15.1 of the Credit Union Incorporation Act, as it read immediately before its amendment by this Act, applies to a transfer of incorporation to British Columbia by an extraprovincial credit union that was commenced under section 15.1 before that date, until a certificate of continuation is issued to the extraprovincial credit union or the transfer is withdrawn or not consented to or not approved, and

(b) section 15.2 of the Credit Union Incorporation Act, as it read immediately before its amendment by this Act, applies to a credit union that before that date applied as set out in section 15.2 (1) to the proper officer of the other jurisdiction.

Transition — Notaries Act applications, enrollments and appointments

79  (1) An application of a person for enrollment as a member under the Notaries Act, R.S.B.C. 1996, c. 334, that was commenced before the coming into force of this section and the amendments made by this Act to sections 5, 6 and 11 of the Notaries Act is deemed to be an application for enrollment without a limitation on the member's practice relating to a notarial district or area.

(2) The practice of a member who was enrolled under section 11 of the Notaries Act, R.S.B.C. 1996, c. 334, as it read immediately before the coming into force of this section and amendments made by this Act to section 11 of the Notaries Act, is deemed not to be limited to the notarial district or area recorded by the registrar on the roll.

(3) An appointment made under section 15 (1) (a) of the Notaries Act, R.S.B.C. 1996, c. 334, as it read immediately before the coming into force of this section and amendments made by this Act to section 15 of the Notaries Act, remains in force in accordance with its terms until the appointment expires, is rescinded or amended or another is made in its place.

Commencement

80  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:

 
Explanatory Note

This Bill implements the Trade, Investment and Labour Mobility Agreement between British Columbia and Alberta.