FINANCE STATUTES AMENDMENT ACT, 2012 (First Reading)

BILL
NUMBER

TITLE

DATE
INTRODUCED

FINANCE STATUTES AMENDMENT ACT, 2012
(First Reading)

March 5/12

Commencement:

125

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 35 to 75	By regulation of the Lieutenant Governor in Council
4	Section 83	By regulation of the Lieutenant Governor in Council
5	Section 85	By regulation of the Lieutenant Governor in Council
6	Sections 87 and 88	By regulation of the Lieutenant Governor in Council
7	Sections 90 to 93	By regulation of the Lieutenant Governor in Council
8	Sections 95 to 97	By regulation of the Lieutenant Governor in Council
9	Section 99	By regulation of the Lieutenant Governor in Council
10	Section 101	By regulation of the Lieutenant Governor in Council
11	Sections 104 to 106	By regulation of the Lieutenant Governor in Council

Explanatory Notes

SECTION 1: [Business Corporations Act, section 1]

adds definitions of "community contribution company" and "community contribution report";
is consequential to the enactment of section 408 (1.01) of the Act by this Bill and reflects that the reference to "court" in that section includes, but is not restricted to, the Supreme Court.

SECTION 2: [Business Corporations Act, sections 10, 21, 263, 266, 275, 302, 355, 357 and 366] allows community contribution companies to have "numbered" names.

SECTION 3: [Business Corporations Act, section 28] allows the registrar to order a change of a non-compliant name of a community contribution company.

SECTION 4: [Business Corporations Act, section 42] requires a community contribution company to keep copies of its community contribution reports at its records office.

SECTION 5: [Business Corporations Act, section 43] allows a community contribution company to keep copies of its community contribution reports, like other corporate records, at a different location after 7 years, as long as they can be produced on 2 days' notice.

SECTION 6: [Business Corporations Act, section 46] provides that any person will be able to obtain, free of charge, copies of a community contribution company's financial statements and community contribution reports.

SECTION 7: [Business Corporations Act, section 51.21] authorizes the use by federal corporations of names that include "Unlimited Liability Company", "Unlimited Liability Corporation" or "ULC".

SECTION 8: [Business Corporations Act, Part 2.2] adds a Part respecting community contribution companies.

SECTION 9: [Business Corporations Act, section 154] makes directors of a community contribution company who authorize the company to make transfers not allowed under Part 2.2 liable for the amounts paid out.

SECTION 10: [Business Corporations Act, section 237] allows for regulations to limit the value of shares of a dissenter in a community contribution company.

SECTION 11: [Business Corporations Act, section 238] allows a shareholder of a community contribution company to dissent if the articles of the company are altered to change any of the company's community purposes.

SECTION 12: [Business Corporations Act, section 248] allows the court to order investigations if a community contribution company appears not to be acting in accordance with the Act.

SECTION 13: [Business Corporations Act, section 260] gives a shareholder of a community contribution company the right to dissent if the articles of the company are altered to change any of the company's community purposes.

SECTION 14: [Business Corporations Act, section 266] provides that a special Act corporation that converts itself into a community contribution company must adopt articles that set out community purposes.

SECTION 15: [Business Corporations Act, section 270] provides that a company resulting from an amalgamation must, if it is to be a community contribution company, adopt articles that set out community purposes.

SECTION 16: [Business Corporations Act, section 302] provides that a corporation that is continuing into British Columbia must, if it is to be a community contribution company, adopt articles that set out community purposes.

SECTION 17: [Business Corporations Act, section 355] requires that court orders be obtained to restore an unlimited liability company and allows restored unlimited liability companies to take as their names on restoration the incorporation number of the company followed by "B.C. Unlimited Liability Company".

SECTION 18: [Business Corporations Act, section 360] clarifies that the restoration application provision of the Act applies to unlimited liability companies with the exception that restored unlimited liability companies may take as their names on restoration the incorporation number of the company followed by "B.C. Unlimited Liability Company" instead of that incorporation number followed by "B.C. Ltd.".

SECTION 19: [Business Corporations Act, section 366] clarifies that, on the restoration of an unlimited liability company, the restored unlimited liability company has as its name the reserved name shown for it on its restoration application or, if no name is shown, the incorporation number of the company followed by "B.C. Unlimited Liability Company".

SECTION 20: [Business Corporations Act, section 378] is consequential to the enactment of section 422 (7) of the Act by this Bill and clarifies that the failure of a foreign entity that has had its registration as an extraprovincial company cancelled to cease carrying on business after that cancellation does not, by itself, invalidate an act of that foreign entity.

SECTION 21: [Business Corporations Act, section 407] recognizes the registrar's role in relation to enactments other than the Business Corporations Act.

SECTION 22: [Business Corporations Act, section 408]

recognizes the registrar's role in relation to enactments other than the Business Corporations Act and in relation to registers other than the corporate register;
authorizes the filing of a court order with the registrar.

SECTION 23: [Business Corporations Act, section 409] recognizes the registrar's role in relation to enactments other than the Business Corporations Act and in relation to corporations other than companies and extraprovincial companies.

SECTION 24: [Business Corporations Act, section 411] recognizes the registrar's role in relation to enactments other than the Business Corporations Act and in relation to corporations other than companies and extraprovincial companies.

SECTION 25: [Business Corporations Act, section 412] recognizes the registrar's role in relation to registers other than the corporate register.

SECTION 26: [Business Corporations Act, section 413] recognizes the registrar's role in relation to enactments other than the Business Corporations Act.

SECTION 27: [Business Corporations Act, section 415] recognizes the registrar's role in relation to registers other than the corporate register.

SECTION 28: [Business Corporations Act, section 415.1] recognizes the registrar's role in relation to enactments other than the Business Corporations Act and in relation to registers other than the corporate register.

SECTION 29: [Business Corporations Act, section 416] authorizes searches of registers, other than the corporate register, kept by the registrar.

SECTION 30: [Business Corporations Act, section 418] recognizes the registrar's role in relation to enactments other than the Business Corporations Act.

SECTION 31: [Business Corporations Act, section 419] recognizes the registrar's role in relation to enactments other than the Business Corporations Act and in relation to registers other than the corporate register.

SECTION 32: [Business Corporations Act, section 422] allows the registrar to suspend, for a limited period, the dissolution of a company or the cancellation of the registration of an extraprovincial company, and requires a foreign entity that has had its registration as an extraprovincial company cancelled to cease carrying on business.

SECTION 33: [Business Corporations Act, section 426]

makes it an offence to fail to comply with approval and signing requirements for community contribution reports, to fail to publish or post a community contribution report as required, to publish or post a non-compliant community contribution report or to use a name indicating that the user is a community contribution company when in fact that is not correct;
makes it an offence for a foreign entity to carry on business in British Columbia after its registration as an extraprovincial company has been cancelled.

SECTION 34: [Business Corporations Act, section 426] makes it an offence for a person to contravene the name provisions of section 27 of the Act.

SECTION 35: [Business Corporations Act, section 428] sets out the penalties that apply to the offences created by this Bill.

SECTION 36: [Business Corporations Act, section 431] clarifies that the fee schedule under the Act relates to companies and extraprovincial companies.

SECTION 37: [Business Corporations Act, section 432]

recognizes the registrar's role in relation to enactments other than the Business Corporations Act and in relation to registers other than the corporate register;
allows for regulations to deal with various matters under the community contribution company provisions, including dividend caps, restrictions on distributions on dissolution and community contribution report contents.

SECTION 38: [Business Corporations Act, Schedule] clarifies that no fee is payable under the Act for the filing of a record required or permitted to be filed under another enactment if no fee is now payable for that filing.

SECTION 39: [Cooperative Association Act, section 1] removes an unnecessary reference to amendments.

SECTION 40: [Cooperative Association Act, section 11] harmonizes with other provisions of the Act the language used in relation to filing.

SECTION 41: [Cooperative Association Act, section 15] removes the requirement that the registrar review an association's rules to determine if they meet the requirements of the Act, and harmonizes with other provisions of the Act the language used in relation to filing.

SECTION 42: [Cooperative Association Act, sections 15, 185 and 189] provides that publication contemplated by these provisions can be by publication in the Gazette or in any other prescribed manner.

SECTION 43: [Cooperative Association Act, section 18] harmonizes with other provisions of the Act the language used in relation to filing.

SECTION 44: [Cooperative Association Act, section 22] changes the name reservation period from 2 months to 56 days.

SECTION 45: [Cooperative Association Act, section 35.1]

provides that breach by a member of an association of an agreement with the association or of the rules of the association does not constitute termination of the member's membership unless that membership is terminated under section 34 or 35 of the Act, as the case may be, and sections 36 to 39 of the Act;
provides that there can be no termination of the right of a member of a housing cooperative to possession or occupancy of residential premises unless the member's membership is terminated in accordance with sections 35 and 36 to 39;
requires that the rules of the association be amended to correct any provision that does not accord with the section as enacted by this Bill.

SECTION 46: [Cooperative Association Act, section 36] requires that if a resolution is passed to terminate the membership of a member because of non-payment of rent, of occupancy charges or of other money due by the member to the housing cooperative in respect of residential premises, notice of that outcome must be served on the member.

SECTION 47: [Cooperative Association Act, section 37]

provides that a member of a housing cooperative whose membership is terminated for non-payment of rent, of occupancy charges or of other money may not bring to a meeting of members an appeal of that termination;
provides a time limit within which a member of a housing cooperative whose membership is terminated may appeal that termination to the court;
clarifies that the court may treat an appeal of a termination as a new hearing and may deal with both resolutions that effect termination and resolutions that confirm termination.

SECTION 48: [Cooperative Association Act, section 67] harmonizes with other provisions of the Act the language used in relation to filing.

SECTION 49: [Cooperative Association Act, section 69] harmonizes with other provisions of the Act the language used in relation to filing and the language relating to publication in the Gazette or other prescribed manner.

SECTION 50: [Cooperative Association Act, section 126] removes authority to prescribe information that must be included in an association's annual report.

SECTION 51: [Cooperative Association Act, section 128] harmonizes with other provisions of the Act the language used in relation to filing.

SECTION 52: [Cooperative Association Act, section 133] removes a reference to debentureholder lists.

SECTION 53: [Cooperative Association Act, sections 134 and 135] removes references to debentureholder lists.

SECTION 54: [Cooperative Association Act, section 139] harmonizes with other provisions of the Act the language used in relation to filing.

SECTION 55: [Cooperative Association Act, Division 3 of Part 9] gives to the court the power to make orders in relation to corporate mistakes.

SECTION 56: [Cooperative Association Act, section 170] provides that Division 1 of Part 11, rather than the whole of Part 11, applies only to housing cooperatives.

SECTION 57: [Cooperative Association Act, section 173] clarifies that the liabilities to which the provision refers are more than liabilities incurred in the dissolution or winding up.

SECTION 58: [Cooperative Association Act, sections 173, 178.1 and 196] clarifies that the liabilities to which these provisions refer are more than liabilities incurred in the dissolution or winding up.

SECTION 59: [Cooperative Association Act, section 180] precludes an extraprovincial corporation from carrying on business under a name that includes the word "cooperative" after its registration has been cancelled.

SECTION 60: [Cooperative Association Act, section 181.1] harmonizes with other provisions of the Act the language used in relation to filing.

SECTION 61: [Cooperative Association Act, section 181.4] harmonizes with other provisions of the Act the language used in relation to filing.

SECTION 62: [Cooperative Association Act, section 181.41] harmonizes with other provisions of the Act the language used in relation to filing.

SECTION 63: [Cooperative Association Act, section 182] removes unnecessary references to amendments.

SECTION 64: [Cooperative Association Act, section 183] harmonizes with other provisions of the Act the language used in relation to filing.

SECTION 65: [Cooperative Association Act, section 194.24] clarifies that the liabilities to which the provision refers are more than liabilities incurred in the dissolution or winding up.

SECTION 66: [Cooperative Association Act, section 194.26] harmonizes with other provisions of the Act the language relating to publication in the Gazette or other prescribed manner.

SECTION 67: [Cooperative Association Act, section 194.34] harmonizes with other provisions of the Act the language used in relation to filing.

SECTION 68: [Cooperative Association Act, section 194.39] harmonizes with other provisions of the Act the language used in relation to filing.

SECTION 69: [Cooperative Association Act, section 194.4] removes a requirement for registered mail.

SECTION 70: [Cooperative Association Act, section 197.7] harmonizes with other provisions of the Act the language used in relation to filing.

SECTION 71: [Cooperative Association Act, section 199] makes the contravention of section 180 (4) of the Act as enacted by this Bill an offence.

SECTION 72: [Cooperative Association Act, Division 1 of Part 16] repeals provisions relating to the role and duties of the registrar so that the comparable Business Corporations Act provisions can apply directly.

SECTION 73: [Credit Union Incorporation Act, section 107.2] repeals a provision rendered unnecessary by the amendments made by this Bill to Part 12 of the Business Corporations Act.

SECTION 74: [Finance Statutes Amendment Act, 2011, sections 13 and 14] repeals provisions rendered unnecessary by the amendments made by this Bill to sections 407 and 419 of the Business Corporations Act.

SECTION 75: [Financial Institutions Act, section 2] applies to credit unions the provisions of the Business Corporations Act that apply to corporations generally.

SECTION 76: [Financial Institutions Act, section 205] provides that the Superintendent of Financial Institutions may determine the duties of the employees of the Financial Institutions Commission.

SECTION 77: [Financial Institutions Act, section 207] provides that the Lieutenant Governor in Council may appoint the Superintendent of Financial Institutions after consultation with the chair of the Financial Institutions Commission.

SECTION 78: [Financial Institutions Act, section 261] provides that the Lieutenant Governor in Council may appoint the chief executive officer of the Credit Union Deposit Insurance Corporation of British Columbia after consultation with that corporation's directors.

SECTION 79: [Partnership Act, headings to Parts 1 and 2] adds descriptive Part headings.

SECTION 80: [Partnership Act, section 1] adds the definitions of "business", "general partnership", "governing jurisdiction" and "sole proprietorship" and replaces the definitions of "business name" and "firm name".

SECTION 81: [Partnership Act, section 1.1] adds the definitions of "court" and "partnership property" for the purposes of Part 2 of the Act.

SECTION 82: [Partnership Act, section 6] is consequential to the addition by this Bill of the definitions of "business", "court" and "partnership property" to sections 1 and 1.1 of the Act.

SECTION 83: [Partnership Act, section 51]

provides the registrar with the ability to establish the form of limited partnership certificates;
requires the inclusion in the certificate of a firm name reserved for the partnership;
requires the certificate to include the location of the limited partnership's registered office.

SECTION 84: [Partnership Act, sections 53, 100 and 118] replaces references to "business name" with "firm name".

SECTION 85: [Partnership Act, section 54] repeals a provision rendered unnecessary by the amendments made by this Bill to sections 51 and 70 of the Act.

SECTION 86: [Partnership Act, section 70] harmonizes the language in this provision respecting firm names with similar language in other provisions of the Act.

SECTION 87: [Partnership Act, section 70]

requires the amendment of a certificate when there is a change in the location of the limited partnership's registered office;
requires the filing of a certificate amendment, rather than a new certificate, when there is any change to the information on file for a limited partnership;
provides the registrar with the ability to establish the form of amendments;
requires that any new firm name be reserved when the amendment is filed.

SECTION 88: [Partnership Act, section 80] clarifies the requirements, including the filing of a declaration, that must be met before a foreign limited partnership can be registered in British Columbia under the name used by it outside of British Columbia and clarifies what must be contained in the declaration.

SECTION 89: [Partnership Act, heading to Part 4] provides a more descriptive Part heading.

SECTION 90: [Partnership Act, section 80.1] provides the registrar with the ability to determine the form, content and manner of submission of registration statements.

SECTION 91: [Partnership Act, section 81] sets out what must be contained in registration statements for general partnerships.

SECTION 92: [Partnership Act, section 83] requires the filing of a registration statement amendment, rather than a new registration statement, when there is any change to the information in the registration statement on file for a general partnership, provides the registrar with the ability to establish the form of amendments and requires that any new firm name be reserved when the amendment is filed.

SECTION 93: [Partnership Act, section 86] provides the registrar with the ability to establish the form and manner of submission of notices of dissolution.

SECTION 94: [Partnership Act, section 87] harmonizes the language in this provision in relation to firm names with similar language in other provisions of the Act.

SECTION 95: [Partnership Act, section 88] replaces references to "his or her" with references to "the person's" to clarify that the persons referred to in this provision need not be individuals and sets out what must be contained in registration statements for sole proprietorships.

SECTION 96: [Partnership Act, section 89] sets out the procedure for reservation of business names.

SECTION 97: [Partnership Act, section 90]

requires the indices maintained by the registrar to include all firms for which a registration statement, certificate or declaration has been filed;
clarifies what information must be recorded in those indices;
clarifies the circumstances in which the registrar is not required to comply with this provision.

SECTION 98: [Partnership Act, section 90.3] harmonizes the language of this provision relating to firm names with similar language in other provisions of the Act and provides for searching the registrar's records by reference to the business name of a sole proprietorship or by the name of a sole proprietor.

SECTION 99: [Partnership Act, section 92] authorizes the making of regulations respecting the requirements for and the reservation of business names.

SECTION 100: [Partnership Act, section 93]

harmonizes the language in this provision respecting registration of sole proprietorships and general partnerships with similar language in other provisions of the Act;
harmonizes the language respecting certificates and declarations with similar language in other provisions of the Act;
harmonizes the language respecting business names with similar language in other provisions of the Act.

SECTION 101: [Partnership Act, section 93]

repeals the requirement for fees for a search using a government computer terminal;
includes the requirement for fees for the filing of amendments to certificates and declarations.

SECTION 102: [Partnership Act, section 94] is consequential to the addition by this Bill of the definitions of "general partnership" and "governing jurisdiction" to section 1 of the Act.

SECTION 103: [Partnership Act, section 95] is consequential to the inclusion by this Bill of section 1 within Part 1 of the Act.

SECTION 104: [Partnership Act, section 96] requires that a registration statement filed for the registration of a partnership as a limited liability partnership must reflect as the firm name a name that has been reserved.

SECTION 105: [Partnership Act, section 111] requires that an amendment to a registration statement for a limited liability partnership must, if the amendment is to change the firm name, reflect as the new firm name a firm name that has been reserved.

SECTION 106: [Partnership Act, section 115] requires that a registration statement filed for the registration of a foreign partnership as an extraprovincial limited liability partnership must reflect as the firm name a name that has been reserved.

SECTION 107: [Partnership Act, section 131] harmonizes the language in this provision respecting firm names with similar language in other provisions of the Act.

SECTION 108: [Pension Benefits Standards Act, section 2] provides that the Lieutenant Governor in Council may appoint a public servant as Superintendent of Pensions, and removes reference to the title of chief administrative officer in relation to the superintendent.

SECTION 109: [British Columbia Innovation Council Act, section 16] is consequential to section 10 of the Auditor General Act, and clarifies that the Auditor General may be appointed the auditor.

SECTION 110: [British Columbia Transit Act, section 23] is consequential to section 10 of the Auditor General Act, and clarifies that the Auditor General may be appointed the auditor.

SECTION 111: [College and Institute Act, section 55] is consequential to section 10 of the Auditor General Act, and clarifies that the Auditor General may be appointed the auditor.

SECTION 112: [Columbia Basin Trust Act, section 27] is consequential to section 10 of the Auditor General Act, and clarifies that the Auditor General may be appointed the auditor.

SECTION 113: [First Peoples' Heritage, Language and Culture Act, section 8] is consequential to section 10 of the Auditor General Act, and clarifies that the Auditor General may be appointed the auditor.

SECTION 114: [Flood Relief Act, section 4] is consequential to section 10 of the Auditor General Act, and clarifies that the Auditor General may be appointed the auditor.

SECTION 115: [Forensic Psychiatry Act, section 10.1] is consequential to section 10 of the Auditor General Act, and clarifies that the Auditor General may be appointed the auditor.

SECTION 116: [Gaming Control Act, section 10] is consequential to section 10 of the Auditor General Act, and clarifies that the Auditor General may be appointed the auditor.

SECTION 117: [Health Authorities Act, section 10] is consequential to section 10 of the Auditor General Act, and clarifies that the Auditor General may be appointed the auditor.

SECTION 118: [Hydro and Power Authority Act, section 28] is consequential to section 10 of the Auditor General Act, and clarifies that the Auditor General may be appointed the auditor.

SECTION 119: [Industry Training Authority Act, section 6] is consequential to section 10 of the Auditor General Act, and clarifies that the Auditor General may be appointed the auditor.

SECTION 120: [Insurance Corporation Act, section 23] is consequential to section 10 of the Auditor General Act, and clarifies that the Auditor General may be appointed the auditor.

SECTION 121: [Insurance for Crops Act, section 2] is consequential to section 10 of the Auditor General Act, and clarifies that the Auditor General may be appointed the auditor.

SECTION 122: [School Act, section 158] is consequential to section 10 of the Auditor General Act, clarifies that the Auditor General may be appointed the auditor and prevents the application to the Auditor General of provisions relating to the failure to appoint an auditor, to the rescission of such an appointment or to the removal of the auditor.

SECTION 123: [Transportation Act, section 33] is consequential to section 10 of the Auditor General Act, and clarifies that the Auditor General may be appointed the auditor.

SECTION 124: [University Foundations Act, section 13] is consequential to section 10 of the Auditor General Act, and clarifies that the Auditor General may be appointed the auditor.

BILL 23 — 2012
FINANCE STATUTES AMENDMENT ACT, 2012

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

Business Corporations Act

1 Section 1 (1) of the Business Corporations Act, S.B.C. 2002, c. 57, is amended

(a) by adding the following definitions:

"community contribution company" means a company that has, in its notice of articles, the statement referred to in section 51.911 (1);

"community contribution report" means a report produced under section 51.96 (2); , and

(b) in the definition of "court" by adding ", 408 (1.01)" after "404 (1)" in both places.

2 Sections 10 (3) (d) (ii) (A), 21 (1) (b), 263 (3) (c) (i), 266 (4) (b) (ii), 275 (2) (b) (i) (C) (I), 302 (2) (b) (ii) (A), 355 (2) (c), 357 (c) and 366 (1) (b) are amended by adding 'or, if the company is a community contribution company, "B.C. Community Contribution Company Ltd.",' after '"B.C. Ltd."'.

3 Section 28 (1) (c) is repealed and the following substituted:

(i) in the case of an unlimited liability company, the requirements set out in section 51.21;

(ii) in the case of a community contribution company, the requirements set out in section 51.921, .

4 Section 42 (1) is amended

(a) by adding the following paragraph:

(q.1) if the company is a community contribution company, a copy of each community contribution report; , and

(b) in paragraph (r) by adding the following subparagraph:

(v) paragraph (q.1).

5 Section 43 (1) is amended by striking out "(q) or (r) (ii), (iii) or (iv)" and substituting "(q), (q.1) or (r) (ii), (iii), (iv) or (v)".

6 Section 46 (4) is amended by striking out "public company" and substituting "public company, a community contribution company".

7 Section 51.21 (3) is amended by adding the following paragraph:

(a.1) a federal corporation entitled or required to use those words or that abbreviation, .

8 The following Part is added:

Part 2.2 — Community Contribution Companies

Definitions

51.91 (1) In this Part:

"associate" has the same meaning as in section 192 (1);

"community purpose" means a purpose beneficial to

(a) society at large, or

(b) a segment of society that is broader than the group of persons who are related to the community contribution company,

and includes, without limitation, a purpose of providing health, social, environmental, cultural, educational or other services, but does not include any prescribed purpose;

"qualified entity" means

(a) a community service cooperative as defined in the Cooperative Association Act,

(b) a registered charity as defined in section 248 (1) of the Income Tax Act (Canada), or

"related" has the meaning set out in subsection (2);

"transfer" means to transfer by any method and includes pay, spend, distribute, dispose, assign, give, sell, grant, charge, convey, bequeath, devise, lease, divest, release and agree to do any of those things.

(2) For the purposes of this Part, a person is related to a community contribution company if the person is

(a) a director, officer or shareholder of the company,

(b) a person who beneficially owns shares of the company,

(d) a director or officer of another corporation if that other corporation is itself related to the company, or

(e) an associate or affiliate of a person referred to in any of paragraphs (a) to (d).

Notice of articles of community contribution company

51.911 (1) A company is a community contribution company if its notice of articles contains the following statement:

This company is a community contribution company, and, as such, has purposes beneficial to society. This company is restricted, in accordance with Part 2.2 of the Business Corporations Act, in its ability to pay dividends and to distribute its assets on dissolution or otherwise.

(2) If it is authorized to do so by the regulations, a community contribution company may, in accordance with the regulations, alter its notice of articles to remove the statement referred to in subsection (1), and if the notice of articles is altered to remove that statement, the company ceases to be a community contribution company.

Community purposes

51.92 One or more of the primary purposes of a community contribution company must be community purposes and those community purposes must be set out in its articles.

Corporate name

51.921 (1) A community contribution company must have the words "Community Contribution Company" or the abbreviation "CCC" as part of its name.

(2) For all purposes, the words "Community Contribution Company" are interchangeable with the abbreviation "CCC".

(3) A person must not use in British Columbia any name of which "Community Contribution Company" or "CCC" is a part unless the person is

(a) a community contribution company,

(b) a federal corporation entitled or required to use those words or that abbreviation, or

Directors and officers

51.93 (1) Despite section 120, a community contribution company must have at least 3 directors.

(2) Without limiting section 142 (1), a director or officer of a community contribution company, when exercising the powers and performing the functions of a director or officer of the company, as the case may be, must act with a view to the community purposes of the company set out in its articles.

(3) Section 137 does not apply to a community contribution company.

Transfer of assets prohibited

51.931 (1) A community contribution company must not transfer any of its money or other assets other than

(a) for fair market value,

(b) to a qualified entity,

(d) for transfers contemplated by this Part, including, without limitation, dividends, distributions on dissolution, redemptions or purchases of shares or other reductions of capital, or

(e) for transfers that are

(i) of a type authorized by the regulations, and

(ii) in accordance with the regulations.

(2) Except as permitted under subsection (1), no part of the money or other assets of a community contribution company is to be transferred during the company's existence or on its dissolution to a person related to the company.

(3) Despite section 195, a community contribution company must not transfer any of its money or other assets by way of financial assistance

(a) to persons who are related to the company unless

(i) the persons are qualified entities, or

(ii) the financial assistance is provided to persons within a prescribed class of persons in prescribed circumstances, or

(b) to any other persons unless the provision of that financial assistance is in furtherance of the company's community purposes.

(4) Nothing in this section prevents a community contribution company from transferring money or other assets in the ordinary course of business if the value of the assets transferred is or could reasonably be expected to be equal to the fair market value of the goods or services acquired in return by the company.

Restrictions on dividends and interest

51.94 (1) A community contribution company must not declare a dividend unless

(a) the declaration is in accordance with the regulations, and

(b) the company first obtains approval of the dividend by ordinary resolution.

(2) Without limiting subsection (1), a community contribution company may in its articles further constrain the declaration of dividends.

(3) A community contribution company must not pay, in relation to a debenture issued by it or any of its other debts, a rate of interest that is related to the company's profits unless

(a) the regulations authorize payments of that type, and

(b) the payment is in accordance with the regulations.

Redemption or purchase of shares or reduction of capital

51.941 A community contribution company must not make a payment to redeem or purchase its own shares, or to otherwise reduce the company's capital attributable to shares of the company, unless the payment is in accordance with the regulations.

Distribution of assets on dissolution of
community contribution company

51.95 (1) In this section, "distributable assets", in relation to a community contribution company that is to be dissolved, means the company's money and other assets that remain after payment or provision for payment has been made of

(a) all of the company's liabilities and the costs, charges and expenses properly incurred in relation to the dissolution, and

(b) any money that, under the regulations, must be paid to shareholders of the company on dissolution before making a transfer referred to in subsection (2) (b).

(2) Despite section 330 (m), before a community contribution company is dissolved, the liquidator of the company must

(a) comply with the prescribed requirements, if any, and

(b) subject to subsection (3), transfer to one or more qualified entities all or the prescribed percentage of the company's distributable assets.

(3) If, when a community contribution company dissolves, the articles or a resolution of the company specify one or more qualified entities for the purposes of this section, the liquidator must transfer all or the prescribed percentage of the company's distributable assets referred to in subsection (2) (b) to those qualified entities in accordance with the directions, if any, respecting distribution set out in the articles or resolution.

(4) On the dissolution of a community contribution company, any asset that was held by the company in joint tenancy is deemed to be held by the company and the other joint tenant as tenants in common.

No waiver of financial statements

51.951 Section 200 does not apply to a community contribution company.

Community contribution report

51.96 (1) In this section, "publish", in relation to a community contribution report, has the same meaning as in section 1 (1) and, for that purpose, a reference in that definition to a company's financial statements or an auditor's report is deemed to be a reference to the community contribution report.

(2) The directors of a community contribution company must annually produce and publish, at or before the date in each year by which the annual general meeting is required to be held under section 182 (1), a report that discloses, in the prescribed manner, the following in relation to the company's most recently completed financial year:

(a) a fair and accurate description of the manner in which the company's activities during that financial year benefited society;

(b) the assets, including the amounts of money, that were transferred during that financial year in furtherance of the company's community purposes;

(d) the amounts of the dividends that were declared during that financial year;

(e) the assets, including the amounts of money, that were transferred during that financial year for redemptions or purchases of shares or other reductions of capital;

(f) if, during that financial year, the company

(i) transferred, in accordance with section 51.931 (1) (a), any money or other assets with a fair market value in excess of the prescribed amount,

(ii) transferred, in accordance with section 51.931 (1) (b), any money or other assets to a qualified entity, or

(iii) transferred, in accordance with section 51.931 (3), any money or other assets by way of financial assistance,

the details of that transfer, including the identity of the transferee, the purpose of the transfer and the amount, or a fair estimate of the amount, transferred;

(g) any other information required by the regulations.

(3) The directors of a community contribution company must ensure that, before a community contribution report is published, the report is

(a) approved by the directors, and

(b) signed by one or more directors to confirm that the approval required by paragraph (a) of this subsection was obtained.

(4) Promptly after a community contribution report is published, the directors of the community contribution company must post the report on the company's publicly accessible website, if any.

Alteration of notice of articles to become
community contribution company

51.97 (1) A company may become a community contribution company by altering its notice of articles to include the statement referred to in section 51.911 (1).

(2) A company must not alter its notice of articles under subsection (1) of this section unless all of the shareholders, whether or not their shares otherwise carry the right to vote, authorize the following by a unanimous resolution:

(a) the alteration referred to in subsection (1);

(b) a change of the company's name in accordance with section 263 (3) to a name that complies with section 51.921 (1) and Division 2 of Part 2;

Amalgamation resulting in community contribution company

51.98 (1) Despite section 269, a corporation must not amalgamate with a community contribution company unless the amalgamation results in an amalgamated community contribution company.

(2) If an amalgamation is proposed to result in an amalgamated community contribution company and the amalgamation is not to be effected under section 273 or 274,

(a) sections 270 (1) (b) and 271 do not apply, and

(b) the amalgamation agreement must be adopted by a unanimous resolution of all of the shareholders of each amalgamating company, whether or not their shares otherwise carry the right to vote.

Amalgamation into foreign jurisdiction and continuation
out of British Columbia prohibited

51.99 Division 4 of Part 9 and sections 308 to 311 do not apply to a community contribution company.

9 Section 154 (1) is amended by adding the following paragraph:

(f) in the case of a director of a community contribution company, to do an act contrary to Part 2.2 as a result of which act the company has transferred any of its money or other assets to any person.

10 Section 237 (1) is amended in the definition of "payout value" by striking out "or" at the end of paragraph (b), by adding "or" at the end of paragraph (c) and by adding the following paragraph:

(d) in the case of a dissent in respect of a community contribution company, the value of the notice shares set out in the regulations, .

11 Section 238 (1) (a) is repealed and the following substituted:

(a) under section 260, in respect of a resolution to alter the articles

(i) to alter restrictions on the powers of the company or on the business the company is permitted to carry on, or

(ii) without limiting subparagraph (i), in the case of a community contribution company, to alter any of the company's community purposes within the meaning of section 51.91; .

12 Section 248 (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) without limiting paragraphs (a) to (d), in the case of a community contribution company, the affairs of the company are being or have been conducted in a manner that is contrary to

(i) the company's community purposes, within the meaning of section 51.91, or

(ii) the restrictions or requirements imposed on community contribution companies under this Act.

13 Section 260 is repealed and the following substituted:

Shareholders may dissent

260 Any shareholder of a company may send to the company a notice of dissent, under Division 2 of Part 8, in respect of any resolution under section 259 (1)

(a) to alter restrictions on the powers of the company or on the business the company is permitted to carry on, or

(b) without limiting paragraph (a), in the case of a community contribution company, to alter any of the company's community purposes within the meaning of section 51.91.

14 Section 266 (1) (a) (ii) is amended by striking out "section 12 (1) and (2)," and substituting "section 12 (1) and (2) and, if the converted company is to be a community contribution company, section 51.92,".

15 Section 270 (2) (d) (i) is amended by adding "and, if the amalgamated company is to be a community contribution company, section 51.92," after "section 12 (1) and (2)".

16 Section 302 (1) (c) is amended by striking out "section 12 (1) and (2)." and substituting "section 12 (1) and (2) and, if the continued company is to be a community contribution company, section 51.92."

17 Section 355 is amended

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

(1) If, for any reason, a company has been dissolved, an application for restoration under this Division may be made,

(a) in the case of an application for the restoration of an unlimited liability company, to the court, or

(b) in any other case, to the registrar or to the court. , and

(b) in subsection (2) (c) by striking out "after" and substituting 'or, in the case of an unlimited liability company, "B.C. Unlimited Liability Company" after'.

18 Section 360 (4) (a) is repealed and the following substituted:

(a) the information required under section 357 or, in the case of an unlimited liability company,

(i) the information required under section 357 (a), (b), (d) and (e), and

(ii) 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. Unlimited Liability Company" after the incorporation number of the company, .

19 Section 366 (1) (b) is amended by striking out "after" and substituting 'or, in the case of an unlimited liability company, "B.C. Unlimited Liability Company" after'.

20 Section 378 (4) (a) is amended by striking out "subsection (3)," and substituting "subsection (3) or section 422 (7),".

21 Section 407 is amended by striking out "by this Act," and substituting "by this Act or any other enactment,".

22 Section 408 is amended

(a) in subsection (1) by striking out "a record is filed" and substituting "a record, other than a court order referred to in subsection (1.01) of this section, is filed",

(b) in subsection (1) (a) by striking out "requirements of this Act and the regulations," and substituting "applicable requirements,",

(d) by adding the following subsection:

(1.01) A person may file with the registrar a court order that affects information recorded in the corporate register or in any other register kept by the registrar. ,

(e) in subsections (1.1) and (2) (d) by striking out "under this Act," and substituting "under this Act or any other enactment,",

(f) in subsection (2) by striking out "any other provision of this Act," and substituting "this Act or any other enactment,",

(g) in subsection (2) (b) by striking out "the requirements of this Act or the regulations," and substituting "one or more of the applicable requirements,",

(h) in subsection (3) by striking out "requirements of this Act and the regulations." and substituting "applicable requirements.", and

(i) by adding the following subsection:

(4) In this section, "applicable requirements" means,

(a) in the case of a record being submitted for filing under this Act, the requirements under this Act, or

(b) in the case of a record being submitted for filing under another enactment, the requirements under

(i) that enactment, and

(ii) this Part.

23 Section 409 is amended

(a) in subsection (3) by striking out "under this Act." and substituting "under this Act or any other enactment.", and

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

(4) Despite this Act or any other enactment, if, before a future dated filing affecting a corporation takes effect, the corporation is dissolved or its registration is cancelled, the future dated filing is deemed to be withdrawn when the corporation is dissolved or its registration is cancelled.

24 Section 411 is amended

(a) in subsection (1) by striking out "under this Act, or was, under a former Companies Act," and substituting "under this Act or any other enactment,",

(b) in subsection (1.1) by striking out "on behalf of a company" and substituting "on behalf of a corporation",

(d) in subsection (1.1) (b) by striking out "the company" and substituting "the corporation",

(e) in subsection (1.1) (b) (i) and (ii) by striking out "a fee required under section 431" and substituting "a fee payable to the registrar", and

(f) in subsection (3) by striking out "under this Act." and substituting "under this Act or any other enactment."

25 Section 412 (2) (b) is amended by adding "or any other register kept by the registrar" after "the corporate register".

26 Section 413 is amended by striking out "this Act" and substituting "this Act or any other enactment".

27 Section 415 is amended

(a) by adding "or in any other register kept by the registrar" after "information in the corporate register", and

(b) by striking out "omission in the corporate register." and substituting "omission in that register."

28 Section 415.1 is amended by striking out "in the corporate register, or on any record issued under this Act by the registrar," and substituting "in the corporate register or in any other register kept by the registrar, or in any record issued by the registrar,".

29 Section 416 is amended by adding the following paragraph:

(a.1) conduct a search of any other register kept by the registrar according to

(i) the name, incorporation number or registration number of a corporation, or

(ii) any other prescribed criteria, .

30 Section 418 (4) is amended by striking out "under this Act," and substituting "under this Act or any other enactment,".

31 Section 419 is amended

(a) in subsection (1) by striking out "corporate register." and substituting "corporate register or any other register kept by the registrar.", and

(b) in subsection (2) by striking out "registrar under this Act," and substituting "registrar,".

32 Section 422 is amended

(a) in subsection (5) by striking out "subsection (3)," and substituting "subsection (3) or, if an application for extension is filed under subsection (5.1), at any time after the expiry of the extended period that results from that filing,", and

(b) by adding the following subsections:

(5.1) A company or an extraprovincial company referred to in subsection (5) may file with the registrar an application for extension in the form established by the registrar and, with that filing, the period after which the registrar may dissolve the company or cancel the registration of the foreign entity as an extraprovincial company is extended

(a) for a period of 6 months, or

(b) if the registrar provides written notice to the company or extraprovincial company indicating that a longer period has been allowed, for the longer period referred to in the notice.

(5.2) A company or an extraprovincial company must not file more than one application for extension in relation to any one notice published under subsection (3) in relation to the company or extraprovincial company.

(7) After its registration as an extraprovincial company has been cancelled under this section, a foreign entity must cease carrying on business in British Columbia.

33 Section 426 is amended

(a) in subsection (1) (a) by adding "51.96 (3)," after "49 (3),",

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

(b) contravenes section 375 (1) or 422 (7), ,

(d.1) fails to publish or post a community contribution report in accordance with section 51.96 (2) or (4), as the case may be, or publishes or posts a community contribution report that does not comply with the Act or regulations, , and

(d) in subsection (2) by striking out "24, 27 or 51.21 (3)" and substituting "24, 27, 51.21 (3) or 51.921 (3)".

34 Section 426 (2) is amended by striking out "24 or 51.21 (3)" and substituting "24, 27, or 51.21 (3)".

35 Section 428 (1) is amended by adding "(d.1)," after "(d),".

36 Section 431 is repealed and the following substituted:

Fees

431 There must be paid to the registrar, in respect of each matter set out in Column 1 of the Schedule to this Act, the fee set out opposite that matter in Column 2 of that Schedule or, if another enactment establishes a fee in respect of that matter, that fee, and payment of the applicable fee is a condition precedent to the registrar filing any record and taking any other action in respect of that matter.

37 Section 432 is amended

(a) in subsections (2) (c), (3) (c) and (4) (a) and (e) by striking out "the corporate register" and substituting "any register kept by the registrar",

(b) in subsection (2) (f) by striking out "format for the purposes of this Act, with power to prescribe different manners, methods and requirements for different records, information and situations;" and substituting "format, with power to prescribe different manners, methods and requirements for different records, information, entities and situations;",

(f) respecting the verification of information contained in any register kept by the registrar or of records filed with the registrar; ,

(d) in subsection (4) (c) by striking out "registrar under this Act;" and substituting "registrar;",

(e) in subsection (4) (d) by striking out "established under this Act;" and substituting "kept by the registrar;",

(f) in subsection (5) (a) by striking out "for filing under this Act, including prescribing different manners or methods for different records, information and situations, including regulations requiring or permitting records and information that, under this Act, are required" and substituting "for filing, including prescribing different manners or methods for different records, information, entities and situations, including regulations requiring or permitting records and information that, under this Act or any other enactment, are required",

(g) in subsection (5) (b) by striking out "under this Act," and substituting "under this Act or any other enactment,", and

(h) by adding the following subsection:

(9.1) Without limiting the ability of the Lieutenant Governor in Council to make regulations respecting community contribution companies under any other subsection of this section, the Lieutenant Governor in Council may make the following regulations respecting community contribution companies:

(a) prescribing one or more purposes for the purposes of the definition of "community purpose" in section 51.91;

(b) prescribing entities or classes of entities for the purposes of paragraph (c) of the definition of "qualified entity" in section 51.91;

(c) respecting the alteration of the notice of articles of a community contribution company to remove the statement referred to in section 51.911 (1);

(d) prescribing persons or classes of persons for the purposes of section 51.921 (3) (c);

(e) respecting transfers contemplated by section 51.931 (1) (e) or (3);

(f) respecting dividends that may be declared by a community contribution company, including regulations respecting the amount and frequency of dividends;

(g) respecting interest contemplated by section 51.94 (3);

(h) respecting a community contribution company's redemption or purchase of shares or other reduction of capital under section 51.941;

(i) respecting the manner in which the value of notice shares is to be determined in relation to a dissent by a shareholder of a community contribution company;

(j) respecting the dissolution of a community contribution company, including, without limitation, prescribing

(i) a percentage for the purposes of section 51.95 (2) (b),

(ii) the amounts that must be paid to shareholders of the company on dissolution before making the transfer referred to in section 51.95 (2) (b), and

(iii) duties that the liquidator of the company must perform;

(k) prescribing, for the purposes of section 51.96,

(i) information that must be included in a community contribution report,

(ii) the amount referred to in section 51.96 (2) (f) (i), and

(iii) the manner in which the community contribution report must disclose the required information.

38 Item 15 of the Schedule is amended in Column 1 by striking out "other than a transition application or a post-restoration transition application," and substituting "other than a transition application, a post-restoration transition application or a record the filing of which is required or permitted under another enactment,".

Cooperative Association Act

39 Section 1 (1) of the Cooperative Association Act, S.B.C. 1999, c. 28, is amended in the definition of "memorandum" by striking out "association with all amendments," and substituting "association,".

40 Section 11 (b) is amended by striking out "file the memorandum and rules in the office of the registrar" and substituting "file with the registrar 2 copies of the memorandum and rules".

41 Section 15 is amended

(a) in subsection (1) by striking out "if satisfied that the material filed meets the requirements of this Part," and substituting "if the memorandum appears to the registrar to comply with this Part,",

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

(2) The registrar must retain one copy of the memorandum and rules and return the other copy, certified as having been filed with the registrar, to the applicants.

42 Sections 15 (1) (c), 185 (2) and 189 (3) are amended by striking out "in the Gazette" and substituting ", in the Gazette or in any other prescribed manner,".

43 Section 18 is amended by striking out "registered," and substituting "filed,".

44 Section 22 (a) is amended by striking out "2 months" and substituting "56 days".

45 The following section is added:

Rules of association respecting termination
of rights or membership

35.1 (1) In this section:

"agreement" means an agreement between an association and a member, and includes an occupancy agreement;

"occupancy agreement" means an agreement, between a housing cooperative and a member, relating to the member's

(a) possession or occupancy of residential premises, or

(b) use of the property of which those premises form part.

(2) Despite any provision to the contrary in an agreement or in the rules of an association,

(a) a breach by a member of an association of an agreement or of the rules of the association does not constitute a termination of the member's membership, whether or not the rules of the association or the terms of the agreement provide that the breach constitutes a deemed withdrawal of the member's membership, and

(b) if the membership of a member referred to in paragraph (a) is to be terminated, it must be terminated under section 34 or 35, as the case may be, and sections 36 to 39.

(3) Without limiting subsection (2) of this section, if a member of a housing cooperative has, as a result of that membership, a right to possession or occupancy of residential premises, the housing cooperative must not terminate the member's right to possession or occupancy unless the member's membership is first terminated in accordance with sections 35 and 36 to 39.

(4) If an association's rules contain a provision that does not accord with this section, the association must amend the provision at its next general meeting so that the provision accords with this section or, if that next general meeting is to take place within one month after the coming into force of this section, at the general meeting to follow that next general meeting.

46 Section 36 (2) is amended

(a) by striking out "the directors must deliver written notice of the outcome to the member." and substituting "the directors must,", and

(b) by adding the following paragraphs:

(d) subject to paragraph (e), deliver written notice of the outcome to the member, or

(e) serve written notice of the outcome on the member if

(i) membership in a housing cooperative is being terminated for non-payment of rent, occupancy charges or other money due by the member to the housing cooperative in respect of residential premises, and

(ii) the resolution is passed by the required majority.

47 Section 37 is amended

(a) by repealing subsections (1), (3) and (5) and substituting the following:

(1) If the directors of an association resolve under section 36 to terminate a person's membership in the association, the person may, unless the person is a member of a housing cooperative whose membership was terminated for non-payment of rent, occupancy charges or other money due by the member to the housing cooperative in respect of residential premises, appeal the termination at the next meeting of the association by delivering a notice of appeal to the association within 7 days after delivery of written notice referred to in section 36 (2) (d).

(3) If a person's membership in a housing cooperative is terminated, the person may appeal the termination to the court

(a) within the following time period:

(i) if the membership was terminated for non-payment of rent, occupancy charges or other money due by the member to the housing cooperative in respect of residential premises, within 30 days after the date on which the notice referred to in section 36 (2) (e) was served on the person;

(ii) if the membership was terminated for any other reason, within 30 days after the date on which the notice referred to in subsection (2.1) (a) (i) of this section was served on the person, and

(b) on any one or more of the following grounds:

(i) the housing cooperative failed to observe the principles of natural justice in terminating the membership;

(ii) the decision of the housing cooperative is not reasonably supported by the facts;

(iii) the decision of the housing cooperative is not authorized by section 35.

(5) An appeal to the court under subsection (3) may be a new hearing and the court may hear all the evidence the court considers relevant, including, but not limited to, the evidence of the housing cooperative and of the person, and the court

(a) must do one of the following:

(i) despite section 39, restore the membership in the housing cooperative of the person whose membership was terminated, with the restoration to be effective on and after a date specified by the court, and, if an application has been made under section 172.1, make an order of possession in favour of the member;

(ii) confirm the resolution by which the termination was effected or confirmed, and, if an application has been made under section 172, make an order of possession in favour of the housing cooperative, and

(b) may make any other order that the court considers appropriate. ,

(b) in subsection (2) by striking out "who, under and within the time limited by subsection (1), appeals the termination of the membership," and substituting "who, being entitled to do so under subsection (1), appeals the termination of the membership under and within the time limited by subsection (1),", and

(c) in subsection (2) (b) (i) by striking out "any of the reasons referred to in section 35 (3)," and substituting "a reason referred to in section 35 (3) (b) (ii),".

48 Section 67 (3) is repealed and the following substituted:

(3) A resolution under subsection (1) does not take effect until certified copies of the resolution and the court order have been filed with the registrar.

49 Section 69 is amended

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

(b) in subsection (2) by striking out "accepting for", and

(3) The registrar must publish, in the Gazette or in any other prescribed manner, notice of a change of name.

50 Section 126 is amended

(a) in subsection (1) by striking out "registrar and containing the prescribed information." and substituting "registrar.", and

(b) in subsection (2) by striking out "registrar and containing prescribed information that is current to the most recent anniversary date." and substituting "registrar."

51 Section 128 (1) (t) is amended by striking out "registered in the office of" and substituting "filed with".

52 Section 133 (1) is amended

(a) by striking out "one or more of" and substituting "one or both of", and

(b) by repealing paragraph (c).

53 Sections 134 and 135 (1) (b) are amended by striking out "list, investment shareholder list or debentureholder list" and substituting "list or investment shareholder list".

54 Section 139 is amended

(a) in subsection (1) by striking out ", in duplicate," and substituting "2 copies of", and

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

(2) The registrar must retain one copy of a special resolution referred to in subsection (1) that has been filed with the registrar and return the other copy, certified as having been filed with the registrar, to the association.

55 The following Division is added to Part 9:

Division 3 — Corporate Mistakes

Remedying corporate mistakes

159.3 (1) In this section, "corporate mistake" means an omission, defect, error or irregularity that has occurred in the conduct of the business or affairs of an association as a result of which

(a) a breach of a provision of this Act or the regulations has occurred,

(b) there has been default in compliance with the memorandum or rules of the association,

(i) a meeting of members or investment shareholders;

(ii) a meeting of the directors or a committee of directors, or of an executive committee within the meaning of section 47;

(iii) any assembly purporting to be a meeting referred to in subparagraph (i) or (ii), or

(d) a resolution that is, or a record that purports to be, one of the following has been rendered ineffective:

(i) a resolution of the members of an association referred to in

(A) paragraph (a) of the definition of "ordinary resolution", or

(B) paragraph (a) of the definition of "special resolution";

(ii) a resolution of the investment shareholders referred to in paragraph (c) of the definition of "separate resolution";

(iii) a resolution of directors passed in accordance with section 77 (3).

(2) Despite any other provision of this Act, the court, either on its own motion or on the application of any interested person, may make an order to correct or cause to be corrected, to negative or to modify or cause to be modified the consequences in law of a corporate mistake or to validate any act, matter or thing rendered or alleged to have been rendered invalid by or as a result of the corporate mistake, and may give ancillary or consequential directions the court considers necessary.

(3) The court must, before making an order under this section, consider the effect that the order might have on the association and on its directors, officers, creditors, members and investment shareholders. and on beneficial owners of membership shares or investment shares of the association.

(4) Unless the court orders otherwise, an order made under subsection (2) does not prejudice the rights of any third party who acquired those rights

(a) for valuable consideration, and

(b) without notice of the corporate mistake that is the subject of the order.

56 Section 170 (1) and (2) is amended by striking out "Part" and substituting "Division".

57 Section 173 (1) (b) and (c) is amended by striking out "liabilities, costs, charges and expenses," and substituting "liabilities and the costs, charges and expenses properly incurred in the dissolution or winding up,".

58 Sections 173 (2), 178.1 (4) and 196 (1) are amended by striking out "liabilities, costs," and substituting "liabilities and the costs,".

59 Section 180 is amended by adding the following subsection:

(4) If the registration of an extraprovincial corporation as an extraprovincial association is cancelled under this Act, the extraprovincial corporation must cease carrying on business in British Columbia under a name that includes the word "cooperative" or any expression, word or abbreviation that indicates or implies that the extraprovincial corporation is an association or cooperative, or is organized on a cooperative basis.

60 Section 181.1 (1) (a) is amended by striking out "complete and".

61 Section 181.4 (3) is amended

(a) in paragraph (a) by striking out "a notice, in duplicate," and substituting "with the registrar 2 copies of a notice", and

(b) by repealing paragraph (b) and substituting the following:

(b) the registrar must retain one copy and forward the other copy, certified as having been filed with the registrar, to the address of the previous attorney.

62 Section 181.41 (2) is repealed and the following substituted:

(2) There must be filed with the registrar 2 copies of a notice of change in the address of the head office in British Columbia of an extraprovincial association, and the registrar must retain one copy of the notice and forward the other copy, certified as having been filed with the registrar, to the previous head office in British Columbia.

63 Section 182 is amended in the definition of "charter"

(a) by striking out "and every amendment of them applying to the foreign cooperative, and also" and substituting "and also includes", and

(b) by striking out "settlement and every amendment of them;" and substituting "settlement;".

64 Section 183 is amended by striking out "deliver to the registrar for filing an instrument of continuation in duplicate" and substituting "file with the registrar 2 copies of an instrument of continuation".

65 Section 194.24 (1) (d) is amended by striking out "liabilities, costs, charges and expenses properly incurred in the winding up," and substituting "liabilities and the costs, charges and expenses properly incurred in the dissolution or winding up,".

66 Section 194.26 (1) (b) (i) is amended by striking out "publication," and substituting "manner,".

67 Section 194.34 is amended

(a) in subsection (1) by striking out "register" and substituting "file", and

(b) in subsection (2) by striking out "registration" and substituting "filing".

68 Section 194.39 (2) is repealed and the following substituted:

(2) The registration of an extraprovincial association is cancelled 3 months after the filing of the account and return referred to in subsection (1).

69 Section 194.4 (1) and (2) is amended by striking out "registered".

70 Section 197.7 is amended

(a) in subsection (1) by striking out "accepted for filing by" and substituting "filed with", and

(b) in subsection (2) by striking out "accept for filing" and substituting "file".

71 Section 199 (d) is amended by striking out "180 (1) or (2)" and substituting "180 (1), (2) or (4)".

72 Division 1 of Part 16 is repealed.

Credit Union Incorporation Act

73 Section 107.2 of the Credit Union Incorporation Act, R.S.B.C. 1996, c. 82, as enacted by section 61 of the Finance Statutes Amendment Act, 2011, S.B.C. 2011, c. 29, is repealed.

Finance Statutes Amendment Act, 2011

74 Sections 13 and 14 of the Finance Statutes Amendment Act, 2011, S.B.C. 2011, c. 29, are repealed.

Financial Institutions Act

75 Section 2 (2) of the Financial Institutions Act, R.S.B.C. 1996, c. 141, as enacted by section 65 of the Finance Statutes Amendment Act, 2011, S.B.C. 2011, c. 29, is repealed and the following substituted:

(2) Except as expressly provided in this Act or the Credit Union Incorporation Act and except insofar as sections 31, 144, 145 and 236 and Part 12 of the Business Corporations Act apply to credit unions by virtue of their application to corporations generally, the Business Corporations Act does not apply to credit unions.

76 Section 205 is amended by striking out "commission may" and substituting "superintendent may".

77 Section 207 (1) is repealed and the following substituted:

(1) The Lieutenant Governor in Council may, after consultation with the chair of the commission, appoint an individual as the Superintendent of Financial Institutions.

78 Section 261 is amended by adding the following subsection:

(4) The Lieutenant Governor in Council may, after consultation with the directors of the deposit insurance corporation, appoint an individual as the chief executive officer of that corporation.

Partnership Act

79 The Partnership Act, R.S.B.C. 1996, c. 348, is amended

(a) by repealing the headings to Parts 1 and 2,

(b) by adding the following heading before section 1:

Part 1 — Interpretation , and

Part 2 — The Nature of Partnership .

80 Section 1 is amended

(a) by adding the following definitions:

"business" includes every trade, occupation or profession;

"general partnership" means a partnership that

(a) has British Columbia as its governing jurisdiction, and

(b) is neither a limited partnership nor a limited liability partnership;

"governing jurisdiction" means, in relation to a partnership, the jurisdiction the laws of which govern the interpretation of the partnership agreement;

"sole proprietorship" means a person who under section 88 (1) is required to file a registration statement; , and

(b) by repealing the definitions of "business name" and "firm name" and substituting the following:

"business name" means,

(a) in the case of a firm, its firm name, and

(b) in the case of a sole proprietorship, the name under which its business is carried on or is to be carried on;

"firm name" means the name under which the business of a firm is carried on or is to be carried on; .

81 The following section is added to Part 2:

Definitions

1.1 In this Part:

"court" includes every court and judge having jurisdiction in the case;

"partnership property" means property and rights and interests in property

(a) originally brought into the partnership stock,

(b) acquired, whether by purchase or otherwise, on account of the firm, or

82 Section 6 is repealed.

83 Section 51 (2) is amended

(a) by adding "be in the form established by the registrar and must" before "state the following:",

(b) by repealing paragraph (a) and substituting the following:

(a) the name that is reserved under section 89, by way of a reservation that is in effect when the certificate is filed, to be the firm name of the limited partnership; , and

(a.1) the location, when the certificate is filed, of the registered office required by section 54; .

84 Sections 53 (1), 100 and 118 (1) are amended by striking out "business name" and substituting "firm name".

85 Section 54 (5) is repealed.

86 Section 70 (1) (a) is amended by striking out "name" and substituting "firm name".

87 Section 70 is amended

(a) in subsection (1) by adding the following paragraph:

(a.1) there is a change in the location of the limited partnership's registered office; ,

(b) in subsection (2) by striking out "a revised form of certificate incorporating the amendment and certified as correct under subsection (3) of this section is filed" and substituting "the amendment, in the form established by the registrar and certified as correct under subsection (3) of this section, is filed", and

(2.1) If an amendment to a certificate is required under this section as a result of the change of a firm name, the new firm name must be reserved under section 89 by way of a reservation that is in effect when the amendment is filed.

88 Section 80 is amended

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

(2) If persons form a limited partnership in and under the laws of a jurisdiction outside British Columbia, the limited partnership must not be registered in British Columbia under the name under which they carry on business outside British Columbia unless

(a) the jurisdiction is designated by the Lieutenant Governor in Council, and

(b) they file with the registrar

(i) a declaration in the form established by the registrar,

(ii) a true copy of the original certificate of limited partnership or equivalent document and of all amendments to it verified by the proper authority of the jurisdiction in which the limited partnership was formed, and

(iii) evidence to the satisfaction of the registrar that the limited partnership still exists as a limited partnership in the jurisdiction where it was formed. , and

(b) by adding the following subsection:

(2.1) A declaration submitted to the registrar for filing under subsection (2) must state the following:

(a) the name that is reserved under section 89, by way of a reservation that is in effect when the declaration is filed, to be the firm name of the limited partnership after it is registered in British Columbia;

(b) the location, when the declaration is filed, of the registered office required by section 54;

(d) the full name and residential address of each general partner who is an individual and the name and address of each general partner who is not an individual.

89 The heading to Part 4 is amended by adding "SOLE" before "PROPRIETORSHIPS".

90 Section 80.1 is repealed and the following substituted:

Definition

80.1 In this Part, "registration statement" means

(a) a registration statement

(i) in the form established by the registrar, and

(ii) submitted to the registrar in paper form, or

(b) information

(i) required by the registrar for a registration, and

(ii) submitted to the registrar in any manner established by the registrar.

91 Section 81 is amended

(a) in subsection (1) by striking out "unless the firm has been registered as a limited liability partnership under Part 6," and substituting "unless the firm has been registered under Part 3 as a limited partnership or under Part 6 as a limited liability partnership,",

(b) in subsection (2) by striking out "submit, in the prescribed manner," and substituting "submit", and

(2.1) A registration statement submitted to the registrar under subsection (2) must state the following:

(a) the name that is reserved under section 89, by way of a reservation that is in effect when the registration statement is filed, to be the firm name of the firm;

(b) the general nature of the business carried on or intended to be carried on;

(c) the full name and residential address of each partner who is an individual and the name and address of each partner that is not an individual.

92 Section 83 is repealed and the following substituted:

Amendment of registration statement

83 (1) If, at any time, information included in a registration statement under section 81 or this section changes, the firm must promptly file an amendment to the registration statement, in the form established by the registrar, indicating the change.

(2) If an amendment to a registration statement is required under subsection (1) of this section as a result of the change of a firm name, the new firm name must be reserved under section 89 by way of a reservation that is in effect when the amendment is filed.

(3) If an amendment is filed under subsection (1) of this section, section 81 (3) applies to the amendment and, for that purpose, a reference in section 81 to a registration statement is deemed to be a reference to that amendment.

93 Section 86 is amended

(a) in subsection (1) by striking out "in the prescribed manner," and substituting "in the manner established by the registrar,", and

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

(2) A notice under subsection (1) must be in the form established by the registrar.

94 Section 87 (1) is amended by striking out "under the name and style of their partnership or firm." and substituting "under the firm name of their firm."

95 Section 88 is repealed and the following substituted:

Duty of sole proprietorship to file registration statement

88 (1) A person who

(a) is engaged in business for trading, manufacturing or mining purposes,

(b) is not associated in partnership with any other person or persons, and

(i) a name or designation other than the person's own name, or

(ii) the person's own name with the addition of

(A) "and Company", or

(B) another word or phrase indicating a plurality of members in the business,

must file a registration statement with the registrar within 3 months after the day on which the business name is first used.

(2) A registration statement filed with the registrar under subsection (1) must state the following:

(a) the name that is reserved under section 89, by way of a reservation that is in effect when the registration statement is filed, to be the business name of the sole proprietorship;

(b) the general nature of the business carried on or intended to be carried on;

(c) the person's full name and residential address or, if the person is not an individual, the person's name and address.

96 Section 89 is repealed and the following substituted:

Reserving names

89 (1) A person wishing to reserve a business name for the purposes of this Act must apply to the registrar.

(2) After receiving an application to reserve a business name under subsection (1), the registrar may reserve the business name for a period of 56 days from the date of reservation or any longer period that the registrar considers appropriate.

(3) After receiving a request for the extension of a reservation of a business name, the registrar may, if that request is received before the expiry of that reservation, extend that reservation for the period that the registrar considers appropriate.

(4) The registrar must not reserve a business name under this section unless that business name complies with the prescribed requirements and with the other requirements set out in this Act or the registrar is otherwise authorized by the regulations to reserve the business name.

(5) A business name of which the registrar for good and valid reasons disapproves contravenes the requirements set out in this Act.

97 Section 90 is amended

(a) in subsection (1) by striking out "declarations" and substituting "registration statements, certificates and declarations",

(b) in subsection (2) by striking out "styles" and substituting "firm names",

(c) in subsection (2) by striking out "declarations" and substituting "registration statements, certificates or declarations",

(d) in subsections (3) and (5) by striking out "each declaration." and substituting "the applicable registration statement, certificate or declaration.",

(e) in subsection (4) by striking out "declaration" and substituting "registration statement, certificate or declaration",

(f) in subsection (5) by striking out "style" and substituting "firm name", and

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

(6) The registrar need not comply with this section in relation to any record or information that is retained by the registrar in a form contemplated by section 90.2 (2) (b) (i), whether that record or information was submitted to the registrar for filing in paper form or in any other manner established by the registrar.

98 Section 90.3 (a) is amended

(a) by repealing subparagraph (i) and substituting the following:

(i) the firm name of a firm, , and

(b) by adding the following subparagraphs:

(iii) the business name of a sole proprietorship, or

(iv) the name of a sole proprietor, .

99 Section 92 (3) is amended

(a) by repealing paragraph (c), and

(b) by adding the following paragraphs:

(f) respecting business names, including, without limitation, prescribing the requirements names must meet before being available for reservation or use under this Act;

(g) respecting the reservation of business names.

100 Section 93 is amended

(a) in paragraph (a) by striking out "registration of a business name of a sole proprietor or of a general partnership and certification of a true copy of the registration" and substituting "filing a registration statement in relation to a sole proprietorship or a general partnership and certification of a true copy of the registration statement",

(b) in paragraph (b) by striking out "certificate of limited partnership and certification of a true copy of the registration" and substituting "certificate or declaration of limited partnership and certification of a true copy of the certificate or declaration", and

101 Section 93 is amended

(a) by repealing paragraph (d), and

(b) in paragraph (l) by striking out "under Part 6" and substituting ", certificate or declaration".

102 Section 94 is amended by repealing the definitions of "general partnership" and "governing jurisdiction".

103 Section 95 (1) is amended by striking out "section 1 and".

104 Section 96 (4) (a) is repealed and the following substituted:

(a) set out

(i) the firm name of the partnership that is applying to be registered as a limited liability partnership, and

(ii) the name that is reserved under section 89, by way of a reservation that is in effect when the registration statement is filed, to be the firm name of the partnership after it is registered as a limited liability partnership, .

105 Section 111 is amended by adding the following subsection:

(1.1) If an amendment to a registration statement is required under subsection (1) as a result of the change of a firm name, the new firm name must be reserved under section 89 by way of a reservation that is in effect when the amendment is filed.

106 Section 115 (4) (a) is repealed and the following substituted:

(a) set out

(i) the firm name of the foreign partnership that is applying to be registered as an extraprovincial limited liability partnership, and

(ii) the name that is reserved under section 89, by way of a reservation that is in effect when the registration statement is filed, to be the firm name of the foreign partnership after it is registered as an extraprovincial limited liability partnership, .

107 Section 131 (2) (f) is amended by striking out "names" and substituting "firm names".

Pension Benefits Standards Act

108 Section 2 of the Pension Benefits Standards Act, R.S.B.C. 1996, c. 352, is amended

(a) in subsection (1) by striking out "The minister must designate" and substituting "The Lieutenant Governor in Council may appoint", and

(b) in subsection (2) by striking out "the chief administrative officer".

Auditor General Act Related Amendments

British Columbia Innovation Council Act

109 Section 16 (4) of the British Columbia Innovation Council Act, R.S.B.C. 1996, c. 415, is repealed and the following substituted:

(4) Unless the Auditor General is appointed in accordance with the Auditor General Act as the auditor of the council, the council must appoint a person authorized to be an auditor of a company under section 205 of the Business Corporations Act to audit and report on the accounts of the council at least once each year.

British Columbia Transit Act

110 Section 23 (4) of the British Columbia Transit Act, R.S.B.C. 1996, c. 38, is repealed and the following substituted:

(4) Unless the Auditor General is appointed in accordance with the Auditor General Act as the auditor of the authority, the authority must appoint, with the approval of the Lieutenant Governor in Council, an auditor to audit the accounts of the authority at least once each year.

(4.1) The costs of the audit referred to in subsection (4) must be paid by the authority.

College and Institute Act

111 Section 55 of the College and Institute Act, R.S.B.C. 1996, c. 52, is repealed and the following substituted:

Audit

55 Unless the Auditor General is appointed in accordance with the Auditor General Act as the auditor of an institution, the institution must appoint an auditor to audit the accounts of the institution at least once each year.

Columbia Basin Trust Act

112 Section 27 (1) of the Columbia Basin Trust Act, R.S.B.C. 1996, c. 53, is repealed and the following substituted:

(1) Unless the Auditor General is appointed in accordance with the Auditor General Act as the auditor of the corporation, the corporation must appoint an auditor to audit the accounts of the corporation.

First Peoples' Heritage, Language and Culture Act

113 Section 8 (4) of the First Peoples' Heritage, Language and Culture Act, R.S.B.C. 1996, c. 147, is repealed and the following substituted:

(4) Unless the Auditor General is appointed in accordance with the Auditor General Act as the auditor of the corporation, the corporation must appoint an auditor to audit, at least once each fiscal year, the financial statements for the preceding fiscal year.

Flood Relief Act

114 Section 4 (2) of the Flood Relief Act, R.S.B.C. 1996, c. 151, is repealed and the following substituted:

(2) Unless the Auditor General is appointed in accordance with the Auditor General Act as the auditor of the board, the Lieutenant Governor in Council must appoint an auditor to audit the accounts of the board at least once each year.

Forensic Psychiatry Act

115 The Forensic Psychiatry Act, R.S.B.C. 1996, c. 156, is amended by adding the following section:

Audit

10.1 Unless the Auditor General is appointed in accordance with the Auditor General Act as the auditor of the commission, the commission must appoint an auditor to audit the accounts of the commission at least once each year.

Gaming Control Act

116 Section 10 (3) of the Gaming Control Act, S.B.C. 2002, c. 14, is repealed and the following substituted:

(3) Unless the Auditor General is appointed in accordance with the Auditor General Act as the auditor of the lottery corporation, the directors of the lottery corporation must appoint an auditor to audit the accounts of the lottery corporation at least once each year.

(3.1) The costs of the audit referred to in subsection (3) must be paid by the lottery corporation.

Health Authorities Act

117 Section 10 (4) of the Health Authorities Act, R.S.B.C. 1996, c. 180, is repealed and the following substituted:

(4) Unless the Auditor General is appointed in accordance with the Auditor General Act as the auditor of a board, the board must appoint an auditor who is authorized to be the auditor of a company under sections 205 and 206 of the Business Corporations Act to audit the accounts of the board at least once each year.

(4.1) The costs of the audit referred to in subsection (4) must be paid by the board.

Hydro and Power Authority Act

118 Section 28 (2) of the Hydro and Power Authority Act, R.S.B.C. 1996, c. 212, is repealed and the following substituted:

(2) Unless the Auditor General is appointed in accordance with the Auditor General Act as the auditor of the authority, the authority must appoint an auditor to audit the accounts of the authority at least once each year.

(2.1) The costs of the audit referred to in subsection (2) must be paid by the authority.

Industry Training Authority Act

119 Section 6 (4) of the Industry Training Authority Act, S.B.C. 2003, c. 34, is repealed and the following substituted:

(4) Unless the Auditor General is appointed in accordance with the Auditor General Act as the auditor of the authority, the Minister of Finance must appoint an auditor to audit and report on the accounts of the authority at least once each year.

Insurance Corporation Act

120 Section 23 (2) of the Insurance Corporation Act, R.S.B.C. 1996, c. 228, is repealed and the following substituted:

(2) Unless the Auditor General is appointed in accordance with the Auditor General Act as the auditor of the corporation, the Lieutenant Governor in Council must appoint an auditor

(a) to audit the accounts of the corporation at least once each year, and

(b) to report to the minister on the annual financial statement.

Insurance for Crops Act

121 Section 2 of the Insurance for Crops Act, R.S.B.C. 1996, c. 229, is repealed and the following substituted:

Audit of corporation

2 Unless the Auditor General is appointed in accordance with the Auditor General Act as the auditor of a corporation established under this Act, the Lieutenant Governor in Council must appoint an auditor to audit the accounts of the corporation at least once each year.

School Act

122 Section 158 of the School Act, R.S.B.C. 1996, c. 412, is amended

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

(1) Unless the Auditor General is appointed in accordance with the Auditor General Act as the auditor of the board of a school district, the board of the school district must appoint an auditor to audit the accounts of the board. ,

(b) in subsection (3) by adding "and the Auditor General is not appointed in accordance with the Auditor General Act" after "neglects to appoint an auditor", and

(5) Sections 159 and 160 do not apply if the auditor of the board of a school district is the Auditor General appointed in accordance with the Auditor General Act.

Transportation Act

123 Section 33 (4) of the Transportation Act, S.B.C. 2004, c. 44, is repealed and the following substituted:

(4) Unless the Auditor General is appointed in accordance with the Auditor General Act as the auditor of the authority, the Lieutenant Governor in Council must appoint an auditor to audit the accounts of the authority at least once each year.

(4.1) The costs of the audit referred to in subsection (4) must be paid by the authority.

University Foundations Act

124 Section 13 of the University Foundations Act, R.S.B.C. 1996, c. 471, is repealed and the following substituted:

Annual audit required

13 Unless the Auditor General is appointed in accordance with the Auditor General Act as the auditor of a foundation, the board must appoint an auditor who is authorized to be the auditor of a company under sections 205 and 206 of the Business Corporations Act to audit the accounts of the foundation at least once each year.

Commencement

125 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 35 to 75	By regulation of the Lieutenant Governor in Council
4	Section 83	By regulation of the Lieutenant Governor in Council
5	Section 85	By regulation of the Lieutenant Governor in Council
6	Sections 87 and 88	By regulation of the Lieutenant Governor in Council
7	Sections 90 to 93	By regulation of the Lieutenant Governor in Council
8	Sections 95 to 97	By regulation of the Lieutenant Governor in Council
9	Section 99	By regulation of the Lieutenant Governor in Council
10	Section 101	By regulation of the Lieutenant Governor in Council
11	Sections 104 to 106	By regulation of the Lieutenant Governor in Council

Explanatory Notes

SECTION 1: [Business Corporations Act, section 1]

adds definitions of "community contribution company" and "community contribution report";
is consequential to the enactment of section 408 (1.01) of the Act by this Bill and reflects that the reference to "court" in that section includes, but is not restricted to, the Supreme Court.