BILL 60 – 2003
BUSINESS CORPORATIONS AMENDMENT ACT, 2003

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

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

(a) in subsection (1) in paragraph (a) (i) of the definitions of "exceptional resolution", "special resolution" and "special separate resolution" by striking out ", or any greater period that may be required by the memorandum or articles,", and

(b) in subsection (3) (b) by striking out "first".

2 Section 4 (1) is amended by adding "and any other special Act corporation to which the Company Clauses Act applied before its repeal" after "September 30, 1973".

3 Section 6 (2) is amended by striking out "that is mailed by ordinary mail to the applicable address referred to in section 7 (2) or 8 (2) is deemed to be received by the person to whom it was mailed" and substituting "that is mailed to a person by ordinary mail to the applicable address for that person referred to in section 7 (2) or 8 (2) is deemed to be received by that person".

4 Section 7 is amended

(a) in subsection (1) (c) (i) by striking out "addressed to the applicable address referred" and substituting "addressed to the person at the applicable address for that person referred",

(b) by repealing subsection (1) (c) (ii), and

(c) in subsection (2) by striking out "sent by mail, the record is deemed to be mailed in compliance with that provision if it is mailed in accordance with the requirements of that provision, or, if section 6 (1) (b) (i)" and substituting "sent by mail to a person, the record is deemed to be mailed in compliance with that provision if it is addressed to that person and if it is mailed in accordance with the requirements of that provision, or, in a case to which section 6 (1) (b) (i)".

5 Section 8 is amended

(a) in subsection (1) by striking out "Act, requires" and substituting "Act requires",

(b) in subsection (2) by adding "addressed to that person and" after "furnished to a person by mail when it is", and

(c) in subsection (2) (c) by striking out "shown for the mailing address of its head office" and substituting "to the mailing address shown for its head office".

6 Sections 10 (3) (a), 11 (a), 14, 35 (1), 36 (1) and (2), 38, 39 (2), 40 (5), 41 (6) (a), 51, 106 (a), (b) and (c), 127 (1), 257 (4), 258, 266 (4) (a) and (6), 275 (2) (b), 280, 284 (7) (b), 302 (2) (a), 304, 316 (1) (b), 318, 321 (2) (a), 323 (1), 329 (1) (a), (b), (c) and (d), 343 (1), 356 (3) (a), 362 (1) (a), 371 (2) (a), 375 (5) (a) and (b), 376 (3) (a), 380 (1), 381 (2) (a), 382 (1) (a) (i), 383 (1), 389 (1), 390, 391 (1) and (2), 392, 393 (1), 394, 395 (1) (b), 397 (b) and 437 (2) (a) are amended by striking out "the prescribed form" and substituting "the form established by the registrar".

7 Section 11 (h) is amended by adding ", and the date of each court order altering those special rights or restrictions that was made after," after "special rights or restrictions that was passed after".

8 Section 12 is amended by adding the following subsection:

(6) Despite any wording to the contrary in a security agreement or other record, a change to a company's articles in accordance with subsection (5) does not constitute a breach or contravention of, or a default under, the security agreement or other record, and is deemed for the purposes of the security agreement or other record not to be an alteration to the charter of the company.

9 Section 17 is amended by striking out "On and after the date of incorporation of a company under this Act, the incorporators and all other shareholders" and substituting "On and after the incorporation of a company, the shareholders".

10 Sections 18, 268 (2), 282 (3), 305 (2), 364 (1) and 365 (1) are amended by striking out "under this Act".

11 Section 22 is amended by adding the following subsection:

(5) A name that the registrar for good and valid reasons disapproves contravenes the requirements of this Division.

12 Section 25 (3) is repealed and the following substituted:

(3) Subject to section 256, a company may translate its name into any other language and may be designated by that translation of the name outside Canada if the translation of the name is set out in

(a) the memorandum, or

(b) the notice of articles in accordance with section 11 (f) and in the articles in accordance with section 12 (2) (c) (iii).

13 Section 39 (7) is repealed and the following substituted:

(7) The registered office of the company is transferred to the residence address specified in the application under subsection (2) at the beginning of the day following the date on which the application is filed with the registrar.

(7.1) If a company to which subsection (7) applies has a notice of articles, the company's notice of articles is, at the time that its registered office is transferred, altered to reflect that transfer.

14 Section 40 is amended

(a) in subsection (4) (a) by striking out "at the time and", and

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

(6) The registered office of a company is eliminated at the beginning of the day following the date on which the notice of elimination of registered office is filed with the registrar.

15 Section 42 is amended

(a) in subsection (1) (p) (ii) by adding "referred to in section 185 (1)" after "financial statements",

(b) in subsection (2) (a) (iv) by striking out "(iii) (A) and (B)" and substituting "(iii)", and

(c) in subsection (2) (d) by striking out "records relating to the period before the amalgamation" and substituting "records, relating to the period before the amalgamation,".

16 Sections 47 (2) (d) and 49 (3) (d) are amended by striking out "section 167 (8)." and substituting "section 167 (8) or 322 (4)."

17 Section 54 is amended

(a) in subsection (1) (m) by striking out "class or series of" and substituting "of its", and

(b) in subsection (3) (c) (i) by striking out "shareholders'".

18 Sections 58 (2) and 80 (2) (d) are amended by striking out "memorandum or" wherever it appears.

19 Section 59 (4) is amended by striking out "share in that class" and substituting "share of that class".

20 Section 60 (4) is amended by striking out "share in that series" and substituting "share of that series".

21 Section 63 (2) is repealed and the following substituted:

(2) The issue price for a share with par value must be

(a) set by a directors' resolution, and

(b) equal to or greater than the par value of the share.

22 Section 70 (1) is amended by striking out "a company may pay a dividend," and substituting "a company may declare a dividend, and may pay that dividend,".

23 Section 73 is amended by adding ", or, in the case of an amalgamation, of the amalgamating corporation," after "that was the capital of the company".

24 Section 77 is amended by striking out "and" at the end of paragraph (a), by adding ", and" at the end of paragraph (b) and by adding the following paragraph:

(c) subject to any restriction in its memorandum or articles, otherwise acquire any of its shares.

25 Section 111 is amended by adding the following subsection:

(9) A company must not at any time close its central securities register.

26 Section 113 is amended by striking out "A share in a company" and substituting "A share of a company".

27 Section 117 is amended by striking out "a share in the company," and substituting "a share of the company,".

28 Section 121 (2) (b) is amended by striking out "or" at the end of subparagraph (i), by renumbering subparagraph (ii) as subparagraph (iv) and by adding the following subparagraphs:

(ii) in the case of an amalgamation under section 273, was, immediately before the recognition of the amalgamated company, a director of the holding corporation,

(iii) in the case of an amalgamation under section 274, was, immediately before the recognition of the amalgamated company, a director of the amalgamating company the shares of which were not cancelled on the amalgamation, or .

29 Section 123 is amended

(a) in subsection (1) (a) by adding "before or after the individual's designation, election or appointment," after "written consent,", and

(b) in subsection (1) (a) (ii) by striking out "section 121 (2) (b) (ii)," and substituting "section 121 (2) (b) (iv),".

30 Section 129 (4) (a) (ii) is repealed and the following substituted:

(ii) the individual was never designated, elected or appointed to the office in relation to which the order is sought under this section or, if designated, elected or appointed, held office as a director for a period other than the period in relation to which the order is sought, or .

31 Section 132 (2) (b) is amended by striking out "consent resolution" and substituting "unanimous resolution".

32 Section 134 is amended

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

(a) may appoint as directors, to hold office until the vacancies are filled under the memorandum or articles, filled by the shareholders under section 131 (a) or filled in any manner contemplated by section 132, the number of individuals that, when added to the number of remaining directors, will constitute a quorum, and , and

(b) in paragraph (b) by striking out "paragraph (a)." and substituting "paragraph (a) of this section."

33 Section 135 (1) (a) (i) is repealed and the following substituted:

(i) call a meeting of the shareholders, incorporators or subscribers, as the case may be, for the election or appointment of directors, and .

34 Section 138 (2) (d) is amended by striking out "secured".

35 Section 157 is amended

(a) by repealing subsection (2), and

(b) by renumbering subsection (3) as subsection (2).

36 Section 166 (b) is repealed and the following substituted:

(b) may be held at a location outside British Columbia if

(i) the location is provided for in the articles,

(ii) the articles do not restrict the company from approving a location outside of British Columbia for the holding of the general meeting and the location for the meeting is

(A) approved by the resolution required by the articles for that purpose, or

(B) if no resolution is required for that purpose by the articles, approved by ordinary resolution, or

(iii) the location for the meeting is approved in writing by the registrar before the meeting is held.

37 Section 167 is amended

(a) in subsection (8) by striking out "general meeting," and substituting "general meeting in accordance with subsection (5) of this section,", and

(b) in subsection (9) by striking out "subsection (8) of this section," and substituting "subsection (8),".

38 Section 182 (4) is amended by striking out "annual general meeting, on the application of a company," and substituting "annual general meeting of a company, on the application of the company,".

39 Section 187 is amended in paragraphs (a) and (b) of the definition of "qualified shareholder" by striking out "the beneficial owner" and substituting "a registered owner or beneficial owner".

40 Section 188 is amended

(a) in subsection (1) (b) by striking out "beneficially own, at the time of signing," and substituting "are, at the time of signing, registered owners or beneficial owners of",

(b) in subsection (1) (c) by striking out "4 months" and substituting "3 months",

(c) in subsection (1) (d) (ii) by striking out "beneficially owned by that signatory," and substituting "owned by that signatory as a registered owner or beneficial owner,",

(d) by repealing subsection (1) (d) (iii) and substituting the following:

(iii) unless the name of the registered owner has already been provided under subparagraph (i), providing the name of the registered owner of those shares. , and

(e) in subsection (3) by striking out "1 000 words in length." and substituting "1 000 words in length and, for the purposes of this subsection, the proposal does not include the signatures referred to in subsection (1) (a) or (b) and the declarations referred to in subsection (1) (d)."

41 Section 189 (5) (b) is amended by striking out "section 188 (1);" and substituting "section 188 (1) or exceeds the maximum length established by section 188 (3);".

42 Section 194 (3) is repealed and the following substituted:

(3) An entry in a central securities register or branch securities register of a company, or a share certificate or a non-transferable written acknowledgement issued by a company, is evidence that the person in whose name the shares are registered or to whom the share certificate or non-transferable written acknowledgement is issued is the owner of the shares described in that securities register or in that certificate or non-transferable written acknowledgement.

43 Section 195 (8) (a) is repealed and the following substituted:

(a) the portions of any minutes of meetings of directors, or of any consent resolutions of directors, that contain disclosures under this section, and .

44 Section 227 (3) (l) is amended by striking out "interested person," and substituting "interested person".

45 Section 239 is amended

(a) in subsection (3) and (3) (a) by striking out "registered and beneficial owner" and substituting "registered owner and the beneficial owner", and

(b) in subsection (4) by striking out "If the shareholder waves a right" and substituting "If a shareholder waives a right".

46 Section 240 (3) is amended by adding ", or voted in favour of," after "who has not consented to".

47 Section 242 is amended

(a) in subsection (2) (a) by striking out "section 240 (2) (b)" and substituting "section 240 (2) (b) or (3) (b)", and

(b) in subsection (4) (a) and (b) by striking out "registered and beneficial owner" and substituting "registered owner and beneficial owner".

48 Section 243 (2) is amended by striking out "A notice of the intention to proceed sent under subsection (1) of this section must" and substituting "A notice sent under subsection (1) (a) or (b) of this section must".

49 Section 245 (4) is repealed and the following substituted:

(4) If a dissenter receives a notice under subsection (1) (b) or (3) (b),

(a) the dissenter may, within 30 days after receipt, withdraw the dissenter's notice of dissent, in which case the company is deemed to consent to the withdrawal and this Division, other than section 247, ceases to apply to the dissenter with respect to the notice shares, or

(b) if the dissenter does not withdraw the notice of dissent in accordance with paragraph (a) of this subsection, the dissenter retains a status as a claimant against the company, to be paid as soon as the company is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the company but in priority to its shareholders.

50 Section 256 (2) (c) is repealed and the following substituted:

(c) change its articles in accordance with section 12 (5), 372 (4), 434 (1) (a) or 438 (4).

51 Section 257 (3) is amended by adding ", or has been made by a court order," after "section 259 (4) (b)".

52 Section 259 (4) is amended by striking out "If the notice of articles reflects information contained in a provision of the articles, and that provision in the articles is to be altered, the company must" and substituting "If an alteration to the articles would, on becoming effective, render incorrect or incomplete any information in the notice of articles or alter special rights or restrictions attached to shares, the company must".

53 Sections 271 (3) (c) and 290 (1) (b) (ii) are amended by striking out "on the request," and substituting "on request,".

54 Section 275 is amended

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

(b) if any of the amalgamating corporations are foreign corporations, there must be provided to the registrar the records and information the registrar may require, including, without limitation, any proof required by the registrar regarding the standing of the foreign corporation in the foreign corporation's jurisdiction, and there must be filed with the registrar any records the registrar may require, including, without limitation, an authorization for the amalgamation from the foreign corporation's jurisdiction. ,

(b) in subsection (2) (a) (ii) by striking out "on behalf of" and substituting "from", and

(c) in subsection (2) (c) (i) and (d) (i) by striking out "the form prescribed" and substituting "the form established by the registrar".

55 Section 278 is amended by adding the following subsection:

(3.1) Section 276 does not apply in respect of court orders referred to in subsection (3) (b) of this section.

56 Section 285 is amended by adding "to which the amalgamated foreign corporation will be subject" after "foreign corporation's jurisdiction".

57 Sections 286 (3) and 311 (3) are amended by striking out "on the date on which" and substituting "when".

58 Section 291 (5) (a) is amended by striking out "provisions of the order made in respect of the arrangement take effect under sections 292 to 295, and" and substituting "provisions of the order take effect, and".

59 Sections 292 to 299 are repealed and the following substituted:

Required filings

292 Subject to sections 293 and 294, if any of the provisions of an arrangement that is approved by a court order under section 291 will, on taking effect, alter information shown in the corporate register, the company must

(a) provide to the registrar the records and information the registrar requires, and file with the registrar the records the registrar requires, to give effect to each provision of the arrangement that will alter information shown in the corporate register, and

(b) concurrently with the first record filed under paragraph (a), file with the registrar a copy of the entered court order.

Obligations on company if memorandum altered

293 (1) This section applies if

(a) the company in respect of which an arrangement has been approved by a court order under section 291 is a pre-existing company that has not complied with section 370 or 436, and

(b) a provision of the arrangement will, on taking effect, alter the company's memorandum or otherwise affect the company so that information contained in its memorandum is incorrect or incomplete.

(2) In the circumstances referred to in subsection (1) of this section, the company must, promptly after the making of the order and before complying with section 292, comply with section 370 or 436, as the case may be.

Obligations on company if articles altered

294 (1) This section applies if an arrangement is approved by a court order under section 291 and a provision of the arrangement will, on taking effect, alter the company's articles or otherwise affect the company so that information contained in its articles is incorrect or incomplete.

(2) In the circumstances referred to in subsection (1) of this section, if the company is a pre-existing company that has not complied with section 370 or 436, the company must, promptly after the making of the order and before complying with section 292, comply with section 370 or 436, as the case may be.

(3) Promptly after the making of an order referred to in subsection (1) of this section and, in the case of a company to which subsection (2) applies, after compliance by the company with subsection (2), the company must alter its articles in accordance with the order by depositing a copy of the entered order at the company's records office.

(4) Section 259 (4) to (6) applies to an alteration to the articles referred to in subsection (3) of this section, including, without limiting this, to a change of name or an adoption or change of any translation of name, and, for that purpose, a reference in section 259 (4) to (6) to a resolution is deemed to be a reference to the court order obtained under section 291.

If arrangement includes amalgamation

295 (1) If a provision of an arrangement approved by a court order under section 291 will, on taking effect, result in an amalgamation under which a company and one or more corporations amalgamate and continue as one company, the court may, by order, provide for the incidental, consequential and supplemental matters necessary to ensure that the amalgamation is fully and effectively carried out and, without limiting this, may make orders respecting the articles, notice of articles, directors, registered office and records office applicable to the amalgamated company.

(2) On an amalgamation referred to in subsection (1), the amalgamated company has, as its articles,

(a) the articles ordered by the court, or

(b) if paragraph (a) of this subsection does not apply,

(i) Table 1, or

(ii) if any of the amalgamating corporations is a pre-existing reporting company, Table 1 and the Statutory Reporting Company Provisions.

Application of Act to arrangements

296 The provisions of this Act that set out the effect of an alteration to the notice of articles, an amalgamation, a liquidation or another occurrence of a particular type, including the provisions that impose obligations on the registrar in relation to occurrences of that type and the provisions respecting when the occurrence takes effect, apply to an occurrence of that type that is effected under an arrangement.

Binding effect of arrangements

297 (1) On and from the time at which a provision of an arrangement takes effect, the provision is binding on the company and on the persons with whom the arrangement was proposed.

(2) Nothing in this section affects the rights of a company and a dissenter under Division 2 of Part 8.

Abandoning arrangements

298 (1) A company may abandon an arrangement if

(a) the directors pass a resolution resolving not to proceed with the arrangement,

(b) the arrangement is abandoned before any of the provisions of the arrangement take effect, and

(c) any records filed with the registrar in relation to the arrangement are withdrawn.

(2) Neither the company nor the shareholders, creditors or other persons with whom an arrangement is proposed are bound by the provisions of the arrangement if the company abandons the arrangement in accordance with subsection (1).

(3) Promptly after the company abandons an arrangement in accordance with subsection (1), the directors must send notice to that effect to the shareholders, creditors or other persons with whom the arrangement was proposed.

Withdrawal of arrangement records

299 (1) Subject to subsection (2), at any time after records referred to in section 292 are filed with the registrar, the company or any other person who appears to the registrar to be an appropriate person to do so may withdraw those records by filing with the registrar a notice of withdrawal in the form established by the registrar identifying those records.

(2) Records filed under section 292 must not be withdrawn unless

(a) all of the records filed under section 292 are withdrawn under subsection (1) of this section, and

(b) the records are withdrawn under subsection (1) before any of the provisions of the arrangement take effect.

60 Section 302 (1) (b) is repealed and the following substituted:

(b) the foreign corporation must provide to the registrar the records and information the registrar may require, including, without limitation, any proof required by the registrar regarding the standing of the foreign corporation in the foreign corporation's jurisdiction, and must file with the registrar any records the registrar may require, including, without limitation, an authorization for the continuation from the foreign corporation's jurisdiction, and .

61 Section 312 is amended by repealing paragraph (a) of the definition of "commencement of the liquidation" and substituting the following:

(a) for a voluntary liquidation commenced under Division 3, the date and time on which the special resolution referred to in section 319 (1) is passed or if the special resolution specifies a date, or a date and time, for the commencement of the liquidation that is later than the date and time on which the special resolution is passed, the specified date and time or, if no time is specified, the beginning of the specified date, or .

62 Section 321 (2) is amended by adding the following paragraph:

(a.1) set out the commencement of the liquidation, .

63 Section 324 (3) is amended by adding "either by liquidating and dissolving the company or" after "entitled to relief".

64 Section 330 is amended

(a) by adding the following paragraph:

(c.1) without limiting paragraph (c), if the records that the company is required to keep at its records office have been physically transferred to a new location, promptly after that change occurs, file with the registrar a notice of change of address, in the form established by the registrar, to transfer the location of the records office to that new location, and section 35 (3) applies, , and

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

(k) annually, within 2 months after each anniversary of the date of the recognition of the company, file with the registrar, instead of an annual report for the company under section 51, a liquidation report in the form established by the registrar containing information that is current to the most recent anniversary, .

65 Section 334 (1) (c) is amended by striking out "and" at the end of subparagraph (vii), by adding ", and" at the end of subparagraph (viii) and by adding the following subparagraph:

(ix) change one or both of the mailing address and delivery address of one or both of the company's registered office and records office by filing with the registrar a notice of change of address in the form established by the registrar, and section 35 (3) applies.

66 Section 349 (1) is amended by striking out "and includes," and substituting "and includes".

67 Section 351 (3) is repealed and the following substituted:

(3) The person who is required under subsection (2) to retain and produce a dissolved company's records must promptly file the following records with the registrar as applicable:

(a) if there was no application for dissolution, a notice of location of dissolved company's records in the form established by the registrar;

(b) if the location of the dissolved company's records changes, a notice of change respecting dissolved company's records, in the form established by the registrar, setting out the new location of those records;

(c) if, as a result of a court order under subsection (2) (c), the identity of the person having custody of the dissolved company's records changes, a notice of change respecting dissolved company's records in the form established by the registrar and a copy of the entered order by which that change is effected;

(d) if the period within which the dissolved company's records must be retained is reduced under subsection (2), a notice of change respecting dissolved company's records in the form established by the registrar and a copy of the entered order by which that reduction is effected.

68 Section 355 is amended

(a) in subsection (1) by striking out "If a company has been dissolved, or if" and substituting "If, for any reason, a company has been dissolved, or", and

(b) in subsection (2) (b) (ii) by striking out "if none, to the last address" and substituting "if none, to the address inside British Columbia that was the last address".

69 Section 357 (1) (b) is amended by striking out "subsection (2) (b) of section 355" and substituting "section 355 (2) (b)".

70 Section 362 (2) is amended by striking out "section 363, unless the court orders otherwise in an entered order of which a copy has been filed with the registrar, the registrar, after the restoration application is filed with the registrar, must" and substituting "section 363 (2) and (3), unless the court orders otherwise in an entered order of which a copy has been filed with the registrar, the registrar, after a restoration application is filed with the registrar under subsection (1) (a) of this section, must".

71 Section 364 is amended

(a) in subsection (3) (a) by adding ", immediately before its dissolution," after "the company was",

(b) in subsection (3) (b) by striking out ", immediately before its dissolution,", and

(c) in subsection (4) by adding "as if it had not been dissolved," after "continued in existence".

72 Section 367 (1) is amended

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

(b) in paragraph (b) (i) by adding "and a certified copy of the restoration application" after "that certificate",

(c) in paragraph (b) (ii) by adding ", and" after "applicant", and

(d) by adding the following paragraph:

(c) furnish to the company a certified copy of the notice of articles, if any.

73 Section 368 (3) is amended by striking out "other assets disposed of by the government" and substituting "other assets paid or provided by the minister".

74 Section 370 (1) (c) (ii) is amended by striking out "the shares of the company that had been issued by the company, or transferred, within 6 years before the dissolution, and if, despite the dissolution, shares had been issued or transferred after dissolution and before restoration, those shares, and, with respect to the shares referred to in this subparagraph," and substituting "if, despite the dissolution of the company, shares had been issued or transferred after dissolution and before restoration, those shares, and, with respect to those shares,".

75 Section 371 is amended

(a) in subsection (1) by striking out "and" at the end of paragraph (b), by adding ", and" at the end of paragraph (c) and by adding the following paragraph:

(d) there has been filed with the registrar all records necessary to ensure that the information in the corporate register respecting the directors of the company is, immediately before the post-restoration transition application is submitted to the registrar for filing, correct. , and

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

(i) sets out the name and prescribed address of each individual who was, immediately before the time of the filing, a director of the company,

(i.1) sets out the mailing address and delivery address of the office that was, immediately before the time of the filing, the registered office of the company,

(i.2) sets out the mailing address and delivery address of the office that was, immediately before the time of the filing, the records office of the company, .

76 Section 372 is amended

(a) by repealing subsection (3) (a), and

(b) by adding the following subsection:

(4) In addition to effecting the alterations referred to in subsection (3), the pre-existing company must ensure that its articles comply with section 12 (1) (b) and (c) and (2) (c) and, for that purpose, any individual may make the changes to the articles that are necessary to ensure that those articles comply with those provisions, whether or not there has been any resolution to direct or authorize those changes.

77 Section 373 (2) is amended by striking out "under section 370 (1) (a) and the alteration to the articles under section 370 (1) (b)" and substituting "in accordance with section 370 (1) (a), an alteration to the articles in accordance with section 370 (1) (b) and a change to the articles in accordance with section 372 (4)".

78 Section 375 (6) is amended by striking out "Sections 384 and 385" and substituting "Sections 27 (1), 384 and 385".

79 Section 376 is amended by adding the following subsection:

(4) At any time, before or after a foreign entity is registered as an extraprovincial company, the registrar may order the foreign entity to provide to the registrar, within the time required by the registrar, proof satisfactory to the registrar of the foreign entity's status in the foreign entity's jurisdiction.

80 Section 378 (1) is amended by striking out "under this Part".

81 Section 382 is amended by adding the following subsection:

(5) At any time, before or after a certificate is issued under subsection (3) (a), the registrar may order the foreign entity to provide to the registrar, within the time required by the registrar, proof satisfactory to the registrar of the foreign entity's status in the foreign entity's jurisdiction.

82 Section 395 (5) is amended by striking out "on the date that" and substituting "when".

83 Section 405 is repealed.

84 Section 408 is amended by adding the following subsections:

(1.1) Any notice, application or other record that, under this Act, may or must be submitted for filing with the registrar or provided to the registrar must be submitted or provided in a form and with the contents satisfactory to the registrar.

(1.2) The registrar may establish different forms for use by different classes of corporations or limited liability companies.

85 Section 409 is repealed and the following substituted:

Future dated filing of records

409 (1) In this section, "future dated filing" means a record, referred to in section 410 (1) (b), that specifies a date or a date and time on which the record is to take effect that is later than the date and time on which the record is filed.

(2) Once a future dated filing is made in relation to a corporation or a limited liability company, the registrar is not to file any other record in relation to the corporation or limited liability company until that future dated filing has taken effect, except that,

(a) if the record is or includes a copy of an entered court order, the registrar is to withdraw the future dated filing and file the record, or

(b) if the record is a notice of withdrawal of the future dated filing, the registrar may file the notice of withdrawal and withdraw the future dated filing.

(3) Nothing in this section removes from a corporation or a limited liability company the obligation to make any filing it is obliged to make with the registrar under this Act.

(4) Despite any other provision of this Act, if, before a future dated filing affecting a company or extraprovincial company takes effect, the company is dissolved or the registration of the extraprovincial company is cancelled, the future dated filing is deemed to be withdrawn when the company is dissolved or the extraprovincial company's registration is cancelled.

86 Section 412 (3) (a) (ii) is amended by striking out "directly to the computer of the recipient," and substituting "to the recipient,".

87 Section 416 is amended by striking out "regulations" and substituting "registrar".

88 Section 417 (a) is amended by striking out "must sign, and furnish" and substituting "must furnish".

89 Section 436 (1) (c) is repealed and the following substituted:

(c) supplement the information registered in its central securities register under section 111 (1) by registering in its central securities register the shares of the company that were held by shareholders of the company on the coming into force of this Act, and, with respect to those shares,

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

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

(iii) the number of those shares held by each of those shareholders.

90 Section 437 is amended

(a) in subsection (1) by striking out "and" at the end of paragraph (b), by adding ", and" at the end of paragraph (c) and by adding the following paragraph:

(d) there has been filed with the registrar all records necessary to ensure that the information in the corporate register respecting the directors of the company is, immediately before the transition application is submitted to the registrar for filing, correct. , and

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

(i) sets out the name and prescribed address of each individual who was, immediately before the time of the filing, a director of the company, .

91 Section 438 is amended

(a) in subsection (3) by repealing paragraph (a), and

(b) by adding the following subsection:

(4) In addition to effecting the alterations referred to in subsection (3), the pre-existing company must ensure that its articles comply with section 12 (1) (b) and (c) and (2) (c) and, for that purpose, any individual may make the changes to the articles that are necessary to ensure that those articles comply with those provisions, whether or not there has been any resolution to direct or authorize those changes.

92 Section 439 (2) is amended by striking out "under section 436 (1) (a) and the alteration to the articles under section 436 (1) (b)" and substituting "in accordance with section 436 (1) (a), an alteration to the articles in accordance with section 436 (1) (b) and a change to the articles in accordance with section 438 (4)".

93 Section 443 (b) is amended by adding "or, if none, the address inside British Columbia," after "outside British Columbia".

94 The heading to the Schedule is amended by striking out "Company Act" and substituting "Business Corporations Act".

95 The Schedule is amended

(a) in item 5 by adding "or assumed name" after "change of name",

(b) in item 7 by striking out "through the B.C. Online information service using a person's own computer terminal" and substituting "by persons other than government personnel",

(c) by repealing item 8,

(d) in item 11 by striking out "British Columbia or continuation out of British Columbia" and substituting "British Columbia, continuation out of British Columbia or amalgamation under Division 4 of Part 9",

(e) in item 15 by adding ", other than a transition application or a post-restoration transition application," after "any record",

(f) by repealing items 17 and 18, and

(g) in items 19 and 20 by striking out "filings" and substituting "filing".

 
Consequential Amendments

 
Agricultural Land Commission Act

96 Section 12 of the Agricultural Land Commission Act, S.B.C. 2002, c. 36, is amended

(a) in subsection (3) by striking out "the Company Act and the Company Clauses Act do" and substituting "the Business Corporations Act does", and

(b) in subsection (4) by striking out "the Company Act" and substituting "the Business Corporations Act".

 
Architects Act

97 Section 26 (2) (a) and (3) (b) of the Architects Act, R.S.B.C. 1996, c. 17, is amended by striking out "the corporation is incorporated under the Company Act, or is registered under Part 10 of that Act," in both places and substituting "the corporation is a company or an extraprovincial company, within the meaning of the Business Corporations Act,".

 
Assessment Authority Act

98 Section 3 (5) of the Assessment Authority Act, R.S.B.C. 1996, c. 21, is amended by striking out "Company Act" and substituting "Business Corporations Act".

 
Association of Former M.L.A.s of British Columbia Act

99 Section 11 of the Association of Former M.L.A.s of British Columbia Act, S.B.C. 1998, c. 1, is amended

(a) in subsection (2) by striking out ", the Company Act and the Company Clauses Act" and substituting "and the Business Corporations Act", and

(b) in subsection (3) by striking out "the Company Act" and substituting "the Business Corporations Act".

 
British Columbia Buildings Corporation Act

100 Section 19 of the British Columbia Buildings Corporation Act, R.S.B.C. 1996, c. 33, is amended

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

(1) Despite section 4 (1) of the Business Corporations Act, sections 31, 52, 53, 56, 59 (3), 144 and 145 of that Act apply to the corporation. , and

(b) in subsection (2) by striking out "the Company Act" and substituting "the Business Corporations Act".

 
British Columbia Enterprise Corporation Act

101 Section 2 (6) of the British Columbia Enterprise Corporation Act, R.S.B.C. 1996, c. 35, is amended by striking out "the Company Act," and substituting "the Business Corporations Act,".

102 Section 4 is amended

(a) in subsections (1) and (2) by striking out "the Company Act" and substituting "the Business Corporations Act", and

(b) in subsection (1) by adding ", notice of articles" after "memorandum" in both places.

 
British Columbia Transit Act

103 Section 2 (2) of the British Columbia Transit Act, R.S.B.C. 1996, c. 38, is amended by striking out "The Company Act" and substituting "The Business Corporations Act".

 
British Columbia Wine Act

104 Section 6 of the British Columbia Wine Act, R.S.B.C. 1996, c. 39, is amended by striking out "qualified to be the auditor of a reporting company under section 180 of the Company Act." and substituting "authorized to be the auditor of a company under section 205 of the Business Corporations Act."

 
Build BC Act

105 Section 26 of the Build BC Act, R.S.B.C. 1996, c. 40, is amended

(a) in subsection (1) by striking out "the Company Act and the Company Clauses Act do" and substituting "the Business Corporations Act does", and

(b) in subsection (2) by striking out "the Company Act" and substituting "the Business Corporations Act".

 
Building Officials' Association Act

106 Section 2 of the Building Officials' Association Act, S.B.C. 1997, c. 16, is amended

(a) in subsection (3) by striking out "Section 3 of the Company Act" and substituting "Section 4 of the Business Corporations Act", and

(b) in subsection (4) by striking out "the Company Act" and substituting "the Business Corporations Act".

 
Cemetery and Funeral Services Act

107 Section 1 (1) of the Cemetery and Funeral Services Act, R.S.B.C. 1996, c. 45, is amended by repealing the definition of "company" and substituting the following:

"company" has the same meaning as in the Business Corporations Act; .

 
Chiropractors Act

108 Section 12 (1) of the Chiropractors Act, R.S.B.C. 1996, c. 48, is amended by striking out "incorporated under the Company Act" and substituting "a company within the meaning of the Business Corporations Act".

 
Columbia Basin Trust Act

109 Section 16 of the Columbia Basin Trust Act, R.S.B.C. 1996, c. 53, is amended in the definition of "senior officer" by striking out "Company Act;" and substituting "Business Corporations Act;".

110 Section 29 is amended

(a) in subsection (1) by striking out "Company Act" in both places and substituting "Business Corporations Act",

(b) in subsection (2) by striking out "Sections 32, 101 and 128 of the Company Act" and substituting "Sections 31 and 194 (1) and (2) and Division 5 of Part 5 of the Business Corporations Act", and

(c) by repealing subsection (3).

111 Section 31 (4) is amended in the definition of "subsidiary" by striking out "Company Act." and substituting "Business Corporations Act."

 
Commercial Transport Act

112 Section 6 (6) (b) of the Commercial Transport Act, R.S.B.C. 1996, c. 58, is repealed and the following substituted:

(b) an extraprovincial company within the meaning of the Business Corporations Act, or .

 
Community Care and Assisted Living Act

113 Section 13 (3) of the Community Care and Assisted Living Act, S.B.C. 2002, c. 75, is repealed and the following substituted:

(3) In this section:

"associate" has the same meaning as in section 192 (1) of the Business Corporations Act;

"insider" has the same meaning as in section 192 (1) of the Business Corporations Act.

 
Community Financial Services Act

114 Section 1 of the Community Financial Services Act, R.S.B.C. 1996, c. 61, is amended

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

(b) in subsection (1) by adding the following definition:

"Company Act" means, except in subsection (2) of this section, the Company Act, R.S.B.C. 1996, c. 62, as that Act is applied under subsection (2) of this section; , and

(c) by adding the following subsection:

(2) Despite the repeal of the Company Act, R.S.B.C. 1996, c. 62,

(a) a reference in this Act to the Company Act is deemed to be a reference to the Company Act, R.S.B.C. 1996, c. 62, and

(b) the provisions of the Company Act, R.S.B.C. 1996, c. 62, continue to apply, as though that Act had not been repealed, to and in respect of the corporation in the manner and to the extent provided by this Act.

115 Section 33 is amended by striking out "Company Act and the Company Clauses Act" and substituting "Company Act and the Business Corporations Act".

 
Community Services Interim Authorities Act

116 Section 14 of the Community Services Interim Authorities Act. S.B.C. 2002, c. 58, is amended

(a) in subsection (1) by striking out "the Company Act and the Company Clauses Act do" and substituting "the Business Corporations Act does", and

(b) in subsection (2) by striking out "Company Act" and substituting "Business Corporations Act".

 
Company Act

117 The Supplement to the Company Act, R.S.B.C. 1996, c. 62, is repealed.

 
Company Clauses Act

118 The Company Clauses Act, R.S.B.C. 1996, c. 63, is repealed.

119 The Supplement to the Company Clauses Act, R.S.B.C. 1996, c. 63, is repealed.

 
Constitution Act

120 Section 25 (b) (i) of the Constitution Act, R.S.B.C. 1996, c. 66, is amended by striking out "the Company Act," and substituting "the Business Corporations Act,".

 
Cooperative Association Act

121 Section 1 of the Cooperative Association Act, S.B.C. 1999, c. 28, is amended

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

"Company Act" means, except in subsection (5) of this section, the Company Act, R.S.B.C. 1996, c. 62, as that Act is applied under subsection (5) of this section; , and

(b) by adding the following subsection:

(5) Despite the repeal of the Company Act, R.S.B.C. 1996, c. 62,

(a) a reference in this Act to the Company Act is deemed to be a reference to the Company Act, R.S.B.C. 1996, c. 62, and

(b) the provisions of the Company Act, R.S.B.C. 1996, c. 62, continue to apply, as though that Act had not been repealed, to and in respect of every association in the manner and to the extent provided by this Act.

122 Section 7 is amended by adding the following subsection:

(3) The Business Corporations Act does not apply to associations or extraprovincial associations.

123 Section 222 is repealed.

 
Corporation Capital Tax Act

124 Section 18 (3) (b) of the Corporation Capital Tax Act, R.S.B.C. 1996, c. 73, is amended by striking out "an extraprovincial company as defined in the Company Act," and substituting "a foreign entity, as defined in the Business Corporations Act, that carries on business in British Columbia,".

 
Credit Union Incorporation Act

125 Section 1 of the Credit Union Incorporation Act, R.S.B.C. 1996, c. 82, is amended

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

"Company Act" means, except in subsection (4) of this section, the Company Act, R.S.B.C. 1996, c. 62, as that Act is applied under subsection (4) of this section; , and

(b) by adding the following subsection:

(4) Despite the repeal of the Company Act, R.S.B.C. 1996, c. 62,

(a) a reference in this Act to the Company Act is deemed to be a reference to the Company Act, R.S.B.C. 1996, c. 62, and

(b) the provisions of the Company Act, R.S.B.C. 1996, c. 62, continue to apply, as though that Act had not been repealed, to and in respect of every credit union in the manner and to the extent provided by this Act.

126 Section 2 is amended by striking out "does not apply" and substituting "and the Business Corporations Act do not apply".

 
Crown Franchise Act

127 Section 5 (d) of the Crown Franchise Act, R.S.B.C. 1996, c. 88, is amended by striking out "dissolved and wound up" and substituting "liquidated, dissolved or otherwise wound up".

 
Election Act

128 Section 179 (3) of the Election Act, R.S.B.C. 1996, c. 106, is amended by striking out "qualified to be the auditor of a reporting company under the Company Act." and substituting "authorized to be the auditor of a company under sections 205 and 206 of the Business Corporations Act."

 
Emergency Communications Corporations Act

129 Section 1 of the Emergency Communications Corporations Act, S.B.C. 1997, c. 47, is amended by repealing the definition of "emergency communications corporation" and substituting the following:

"emergency communications corporation" means a corporation that is

(a) a company within the meaning of the Business Corporations Act, and

(b) designated as an emergency communications corporation under section 2 of this Act; .

130 Section 5 is amended

(a) in subsection (2) by striking out "section 117 (1) of the Company Act," and substituting "section 136 (1) of the Business Corporations Act,",

(b) by repealing subsection (3),

(c) in subsection (4) by striking out "the Company Act" and substituting "the Business Corporations Act",

(d) in subsection (5) by adding ", notice of articles" after "memorandum",

(e) in subsection (5) by striking out "the Company Act." and substituting "the Business Corporations Act.", and

(f) in subsection (6) by striking out "section 145 of the Company Act" and substituting "section 198 of the Business Corporations Act".

131 Section 13 is amended

(a) in subsection (1) by striking out "the Company Act," and substituting "the Business Corporations Act,", and

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

(2) If there is a conflict between

(a) this Act or a regulation or order under this Act, and

(b) a provision of the memorandum, notice of articles or articles of an emergency communications corporation or a provision of a members' agreement for an emergency communications corporation,

the provision of the memorandum, notice of articles, articles or agreement is deemed to be amended to the extent necessary to comply with this Act or the regulation or order.

 
Employee Investment Act

132 Section 1 (1) of the Employee Investment Act, R.S.B.C. 1996, c. 112, is amended

(a) in paragraph (b) of the definition of "equity share" by striking out "dissolution or winding up," and substituting "its being liquidated, dissolved or otherwise wound up,", and

(b) in the definition of "major shareholder" by striking out "dissolution or winding up;" and substituting "its being liquidated, dissolved or otherwise wound up;".

133 Section 3 (a) is amended by striking out "is registered to carry on business in British Columbia under the Company Act," and substituting "is an extraprovincial company within the meaning of the Business Corporations Act,".

134 Section 4 (1) (d) (iv) is amended by striking out "the Company Act," and substituting "the Business Corporations Act,".

135 Section 9 is amended

(a) in paragraph (c) by striking out "section 16 (1) of the Company Act," and substituting "section 23 (1) of the Business Corporations Act,", and

(b) in paragraph (f) by striking out "authorized capital" and substituting "authorized share structure".

136 Section 25 is amended by striking out "Despite the Company Act, an employee venture capital corporation, subject to its memorandum and articles," and substituting "An employee venture capital corporation, subject to its memorandum, notice of articles or articles,".

137 Section 26 (5) (b) is repealed and the following substituted:

(b) the amount by which capital in respect of those shares is reduced under section 74 of the Business Corporations Act.

 
Escheat Act

138 Section 4 of the Escheat Act, R.S.B.C. 1996, c. 120, is amended

(a) in subsection (4), by striking out "by order of the court, the order" and substituting ", the revival",

(b) in subsection (4), by striking out "the terms of the order," and substituting "the terms of any court order,", and

(c) by repealing subsection (5) and substituting the following:

(5) If an application is made to the Supreme Court to revive a corporation after the expiry of the 2 year period referred to in subsection (4) or is made in respect of a corporation that has been revived after that period, the Supreme Court may, if notice of the application has been served on the government, order that land of the corporation that had escheated to the government under this section vest in the corporation.

 
Estate Administration Act

139 Section 96 (1) of the Estate Administration Act, R.S.B.C. 1996, c. 122, is amended

(a) by adding the following definition:

"charter" has the same meaning as in section 1 (1) of the Business Corporations Act; , and

(b) in paragraph (b) of the definition of "spousal home" by striking out "memorandum of association" and substituting "charter".

 
Family Maintenance Enforcement Act

140 Section 14.1 (1) of the Family Maintenance Enforcement Act, R.S.B.C. 1996, c. 127, is amended by striking out "the Company Act" and substituting "the Business Corporations Act".

141 Section 14.2 (1) is amended in the definition of "corporation" by striking out "the Company Act" and substituting "the Business Corporations Act".

 
Financial Disclosure Act

142 Section 5 (1) (c) of the Financial Disclosure Act, R.S.B.C. 1996, c. 139, is amended by striking out "section 1 (3) of the Company Act," and substituting "section 2 (2) of the Business Corporations Act,".

 
Financial Institutions Act

143 Section 1 of the Financial Institutions Act, R.S.B.C. 1996, c. 141, is amended

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

"Company Act", except in section 245 (1) (j) (ii) of this Act and subsection (4) of this section, means the Company Act, R.S.B.C. 1996, c. 62, as that Act is applied under subsection (4) of this section; , and

(b) by adding the following subsection:

(4) Despite the repeal of the Company Act, R.S.B.C. 1996, c. 62,

(a) a reference in this Act to the Company Act is, except in section 245 (1) (j) (ii) of this Act, deemed to be a reference to the Company Act, R.S.B.C. 1996, c. 62, and is, in section 245 (1) (j) (ii) of this Act, deemed to include a reference to the Company Act, R.S.B.C. 1996, c. 62, and

(b) the provisions of the Company Act, R.S.B.C. 1996, c. 62, continue to apply, as though that Act had not been repealed, to and in respect of the deposit insurance corporation, and to every financial institution or extraprovincial corporation, in the manner and to the extent provided by this Act.

144 Section 2 is amended by striking out "does not apply" and substituting "and the Business Corporations Act do not apply".

145 Section 6 is amended by renumbering the section as section 6 (1) and by adding the following subsections:

(2) Part 10 of the Company Act applies to and in respect of an extraprovincial society, as defined in section 1 of the Society Act, that under section 191 of this Act is deemed to have a business authorization.

(3) Despite subsection (1) (h) and (i), if an extraprovincial corporation's charter is not in the English language, the registrar may waive any requirement in section 299 (2) or 338 (1) (c) of the Company Act that would otherwise apply to the extraprovincial company in respect of any record.

146 Section 245 (1) (j) (ii) is amended by adding "the Business Corporations Act," before "the Company Act,".

147 Section 273 is amended by adding the following subsection:

(3) The Business Corporations Act does not apply to or in respect of the deposit insurance corporation.

 
First Peoples' Heritage, Language and Culture Act

148 Section 13 of the First Peoples' Heritage, Language and Culture Act, R.S.B.C. 1996, c. 147, is amended

(a) in subsection (1) by striking out "the Company Act and the Company Clauses Act do" and substituting "the Business Corporations Act does", and

(b) in subsection (2) by striking out "the Company Act" and substituting "the Business Corporations Act".

 
Forensic Psychiatry Act

149 Section 8 of the Forensic Psychiatry Act, R.S.B.C. 1996, c. 156, is amended by striking out "Company Act" in both places and substituting "Business Corporations Act".

 
Forest Act

150 Section 140 (1) (b) of the Forest Act, R.S.B.C. 1996, c. 157, is amended

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

(C) if the corporation is an extraprovincial company within the meaning of the Business Corporations Act, the corporation's attorney, if any, within the meaning of that Act, ,

(b) in subparagraph (ii) by striking out "incorporated under the Company Act," and substituting "a company within the meaning of the Business Corporations Act or, if that office has been eliminated under section 40 of the Business Corporations Act, the address ordered by the court under section 40 (4) (b) of that Act,", and

(c) by repealing subparagraph (iii) (A) and (B) and substituting the following:

(A) the registered office of the corporation or, if that office has been eliminated under section 40 of the Business Corporations Act, the address ordered by the court under section 40 (4) (b) of that Act,

(B) if the corporation is an extraprovincial company within the meaning of the Business Corporations Act, the corporation's attorney, if any, within the meaning of that Act, or .

151 Section 164 (2) (a) is amended by striking out "the Company Act," and substituting "the Business Corporations Act,".

 
Forest and Range Practices Act

152 Section 110 (1) (b) of the Forest and Range Practices Act, S.B.C. 2002, c. 69, is amended

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

(C) if the corporation is an extraprovincial company within the meaning of the Business Corporations Act, the corporation's attorney, if any, within the meaning of that Act, ,

(b) in subparagraph (ii) by striking out "incorporated under the Company Act," and substituting "a company within the meaning of the Business Corporations Act or, if that office has been eliminated under section 40 of the Business Corporations Act, the address ordered by the court under section 40 (4) (b) of that Act,", and

(c) by repealing subparagraph (iii) (A) and (B) and substituting the following:

(A) the registered office of the corporation or, if that office has been eliminated under section 40 of the Business Corporations Act, the address ordered by the court under section 40 (4) (b) of that Act,

(B) if the corporation is an extraprovincial company within the meaning of the Business Corporations Act, the corporation's attorney, if any, within the meaning of that Act, or .

 
Forest Practices Code of British Columbia Act

153 Section 164 (1) (b) of the Forest Practices Code of British Columbia Act, R.S.B.C. 1996, c. 159, is amended

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

(C) if the corporation is an extraprovincial company within the meaning of the Business Corporations Act, the corporation's attorney, if any, within the meaning of that Act, ,

(b) in subparagraph (ii) by striking out "incorporated under the Company Act," and substituting "a company within the meaning of the Business Corporations Act or, if that office has been eliminated under section 40 of the Business Corporations Act, the address ordered by the court under section 40 (4) (b) of that Act,", and

(c) by repealing subparagraph (iii) (A) and (B) and substituting the following:

(A) the registered office of the corporation or, if that office has been eliminated under section 40 of the Business Corporations Act, the address ordered by the court under section 40 (4) (b) of that Act,

(B) if the corporation is an extraprovincial company within the meaning of the Business Corporations Act, the corporation's attorney, if any, within the meaning of the Business Corporations Act, or .

 
Gaming Control Act

154 Section 1 (2) of the Gaming Control Act, S.B.C. 2002, c. 14, is amended by striking out "Company Act." and substituting "Business Corporations Act."

155 Section 2 (4) is amended by striking out "Company Act" in both places and substituting "Business Corporations Act".

156 Section 59 is amended by striking out "unless it is incorporated or continued under the Company Act, the Society Act or another enactment or is an extraprovincial company as defined in the Company Act and is registered under that Act." and substituting "unless it is a company, or an extraprovincial company, within the meaning of the Business Corporations Act, or unless it is incorporated or continued under the Society Act or another enactment."

157 Section 83 (2) (d) is amended by striking out "the Company Act," and substituting "the Business Corporations Act,".

 
Greater Vancouver Transportation Authority Act

158 Section 2 (2) of the Greater Vancouver Transportation Authority Act, S.B.C. 1998, c. 30, is amended by striking out "The Company Act" and substituting "The Business Corporations Act".

159 Section 9 (3) (g) is amended by striking out "the Company Act," and substituting "the Business Corporations Act,".

160 Section 46 (2) (a) and (3) is amended by striking out "provision of the Company Act" and substituting "provision of the Business Corporations Act".

161 Section 46 (2) (a) is amended by striking out "the Company Act," and substituting "the Business Corporations Act,".

 
Health Authorities Act

162 Section 10 (4) of the Health Authorities Act, R.S.B.C. 1996, c. 180, is amended by striking out "qualified to be the auditor of a reporting company under the Company Act," and substituting "authorized to be the auditor of a company under sections 205 and 206 of the Business Corporations Act,".

163 Section 16 (4) (a) is amended by striking out "the Company Act," in both places and substituting "the Business Corporations Act,".

164 Section 19 is amended

(a) in subsection (1) by striking out "the Company Act and the Company Clauses Act do" and substituting "the Business Corporations Act does", and

(b) in subsection (2) by striking out "the Company Act" and substituting "the Business Corporations Act".

 
Health Professions Act

165 Section 15 (4) of the Health Professions Act, R.S.B.C. 1996, c. 183, is amended by striking out "The Company Act" and substituting "The Business Corporations Act".

166 Section 43 (1) (a) is amended by striking out "incorporated under the Company Act" and substituting "a company within the meaning of the Business Corporations Act".

167 Section 44 (4) is amended by striking out "section 18 (6) of the Company Act." and substituting "section 29 (5) of the Business Corporations Act."

 
Homeowner Protection Act

168 Section 3 (8) of the Homeowner Protection Act, S.B.C. 1998, c. 31, is amended by striking out "The Company Act" and substituting "The Business Corporations Act".

 
Hospital Act

169 Section 52 (4) of the Hospital Act, R.S.B.C. 1996, c. 200, is amended by striking out "the Company Act," and substituting "the Business Corporations Act,".

 
Hydro and Power Authority Act

170 Section 32 (7) (c) of the Hydro and Power Authority Act, R.S.B.C. 1996, c. 212, is repealed and the following substituted:

(c) Division 5 of Part 5 of the Business Corporations Act; .

 
Hydro and Power Authority Privatization Act

171 Section 1 of the Hydro and Power Authority Privatization Act, R.S.B.C. 1996, c. 213, is amended by renumbering the section as section 1 (1) and by adding the following subsections:

(2) If a special company to which this Act applies is a company within the meaning of the Business Corporations Act, the following references in this Act, as those references apply to that company, include the following:

(a) a reference to a subscriber or to a subscriber of the memorandum includes a reference to an incorporator;

(b) a reference to a member includes a reference to a shareholder;

(c) a reference to a register of members or a branch register of members includes a reference to a central securities register or a branch securities register respectively.

(3) For the purposes of subsection (2), "branch securities register", "central securities register", "incorporator" and "shareholder" have the same meanings as in the Business Corporations Act.

172 Section 3 (2) (a) is amended by striking out "incorporated under the Company Act," and substituting "within the meaning of the Business Corporations Act,".

173 Section 18 is amended

(a) in subsection (1) (a) and (b) by striking out "the Company Act," and substituting "the Business Corporations Act,", and

(b) in subsection (2) by striking out "The subscribers of the memorandum of a company incorporated under subsection (1) (a) are deemed to be holders of the subscriber shares," and substituting "The incorporators of a company incorporated under subsection (1) (a) are deemed to be holders of their shares".

174 Section 19 (3) (d) is amended by striking out "the Company Act," and substituting "the Business Corporations Act,".

175 Section 23 is amended, in the definition of "charter" by striking out "memorandum and articles" and substituting "articles and memorandum or notice of articles".

176 Section 24 (1) (b) (i), (c) (i) and (d) (i) and (2) is amended by striking out "the Company Act" and substituting "the Business Corporations Act".

177 Section 24 (1) (d) (i) is amended by striking out "section 252 (1)" and substituting "Division 5 of Part 9".

178 Section 25 (2) is amended by striking out "a natural person under the Company Act" and substituting "an individual of full capacity under the Business Corporations Act".

179 Section 27 (1) is amended

(a) by striking out "Despite the Company Act" and substituting "Despite the Business Corporations Act",

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

(e) enter into an arrangement under Division 5 of Part 9 of the Business Corporations Act; , and

(c) in paragraph (f) by striking out "dissolved or wound up" and substituting "liquidated, dissolved or otherwise wound up".

180 Sections 28 (3) (b) and 29 (3) (b) are amended by striking out "the Company Act," and substituting "the Business Corporations Act,".

181 Sections 28 (3) (c) and 29 (3) (c) are amended by striking out "section 252 (1) of the Company Act," and substituting "Division 5 of Part 9 of the Business Corporations Act,".

182 Section 34 (1) is amended by striking out "the Company Act." and substituting "the Business Corporations Act."

183 Section 37 (5) is amended by striking out "section 236 (1) of the Company Act," and substituting "section 79 (1) of the Business Corporations Act,".

184 Section 39 (3) is amended by striking out "the Company Act," and substituting "the Business Corporations Act,".

185 Section 40 is amended

(a) in paragraph (a) by striking out "the Company Act" and substituting "the Business Corporations Act", and

(b) in paragraph (c) by adding "or notice of articles" after "memorandum".

 
Independent School Act

186 Section 1 (1) of the Independent School Act, R.S.B.C. 1996, c. 216, is amended in the definition of "authority" by repealing paragraph (b) and substituting the following:

(b) a company within the meaning of the Business Corporations Act or a corporation incorporated under a private Act, or .

 
Innovation and Science Council Act

187 Section 16 (4) of the Innovation and Science Council Act, R.S.B.C. 1996, c. 415, is amended by striking out "an auditor described by section 180 of the Company Act." and substituting "a person authorized to be an auditor of a company under section 205 of the Business Corporations Act."

 
Institute of Technology Act

188 Section 2 (2) of the Institute of Technology Act, R.S.B.C. 1996, c. 225, is amended by striking out "The Company Act" and substituting "The Business Corporations Act".

 
Insurance (Captive Company) Act

189 Section 1 of the Insurance (Captive Company) Act, R.S.B.C. 1996, c. 227, is amended

(a) by repealing the definition of "affiliated corporation" and substituting the following:

"affiliated corporation" has the same meaning as "affiliate" in section 1 (1) of the Business Corporations Act; , and

(b) in the definitions of "association captive insurance company", "pure captive insurance company" and "sophisticated insured captive insurance company" by striking out "incorporated under the Company Act" and substituting ", within the meaning of the Business Corporations Act, that was incorporated".

190 Section 3 (5) is amended by striking out "Sections 36 to 38 of the Company Act" and substituting "Divisions 4 and 8 of Part 9 of the Business Corporations Act".

191 Section 7 (c) is amended by adding ", notice of articles" after "memorandum".

192 Section 12 (1) (a) is amended by striking out "the Company Act," and substituting "the Business Corporations Act,".

193 Section 13 (2) (k) is amended by adding the following subparagraph:

(iii.1) the Business Corporations Act, .

 
Insurance Corporation Act

194 Section 40 of the Insurance Corporation Act, R.S.B.C. 1996, c. 228, is amended

(a) in subsection (1) by striking out "the Company Act" and substituting "the Business Corporations Act", and

(b) in subsection (2) by striking out "the Company Act," and substituting "the Business Corporations Act,".

 
Insurance (Motor Vehicle) Act

195 Section 7 (2) (b) of the Insurance (Motor Vehicle) Act, R.S.B.C. 1996, c. 231, is repealed and the following substituted:

(b) if a corporation, is a company or an extraprovincial company as those terms are defined in the Business Corporations Act, and .

 
International Financial Business Act

196 Section 1 (1) of the International Financial Business Act, R.S.B.C. 1996, c. 234, is amended

(a) by repealing the definition of "associate" and substituting the following:

"associate", if used to indicate a relationship with a person, means

(a) a corporation of which that person beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to all shares of the corporation for the time being outstanding carrying voting rights that are at that time capable of being exercised,

(b) a partner of that person,

(c) a trust or estate in which that person has a substantial beneficial interest or for which that person serves as trustee or in a similar capacity,

(d) a spouse, son or daughter of that person, or

(e) a relative of that person or of that person's spouse, other than a relative referred to in paragraph (d), who has the same home as that person; , and

(b) in paragraph (b) of the definition of "auditor" by striking out "established under section 181 of the Company Act;" and substituting "continued under section 221 of the Business Corporations Act;".

197 Section 2 is amended

(a) by renumbering the section as section 2 (1),

(b) in subsection (1) by striking out "Sections 37, 109 (1) and 179 of the Company Act" and substituting "Divisions 4 and 8 of Part 9 and section 203 (2) and (3) of the Business Corporations Act", and

(c) by adding the following subsection:

(2) One director of every licensed corporation must be ordinarily resident in British Columbia.

198 Section 3 (1) (a) is repealed and the following substituted:

(a) it is a company within the meaning of the Business Corporations Act, .

199 Section 10 (1) (c) is amended by adding "the Business Corporations Act," after "the Company Act,".

200 Section 11 (5) is amended by striking out "Sections 98 and 99 of the Company Act" and substituting "Sections 105 and 106 of the Business Corporations Act".

201 Section 18 is amended by striking out "section 204 (1) of the Company Act." and substituting "section 9 (1) of the Business Corporations Act."

202 Section 20 (2) (h) (iii) is repealed and the following substituted:

(iii) altering its articles, .

 
Interpretation Act

203 Section 29 of the Interpretation Act, R.S.B.C. 1996, c. 238, is amended in the definition of "Registrar of Companies" by striking out "the Company Act;" and substituting "the Business Corporations Act;".

 
Islands Trust Act

204 Sections 12 (2) and (3), 25 (2) and (3) and 42 (2) and (3) of the Islands Trust Act, R.S.B.C. 1996, c. 239, are amended by striking out "the Company Act" and substituting "the Business Corporations Act".

 
Land Surveyors Act

205 Section 51 (1) of the Land Surveyors Act, R.S.B.C. 1996, c. 248, is amended by striking out "that is incorporated under the Company Act and" and substituting "within the meaning of the Business Corporations Act that".

 
Land Tax Deferment Act

206 Section 5 (3) (f) of the Land Tax Deferment Act, R.S.B.C. 1996, c. 249, is amended by striking out "the Company Act" and substituting "the Business Corporations Act".

 
Land Title Act

207 Section 165 (4) (b) of the Land Title Act, R.S.B.C. 1996, c. 250, is amended by adding ", notice of articles" after "memorandum,".

208 Section 202 is repealed.

 
Legal Profession Act

209 Section 1 (1) of the Legal Profession Act, S.B.C. 1998, c. 9, is amended in paragraph (b) (i) of the definition of "practice of law" by striking out "or articles under the Company Act," and substituting ", notice of articles or articles under the Business Corporations Act,".

210 Section 82 (1) is amended by striking out "Company Act, and that is in good standing under that Act or that is registered under Part 10 of the Company Act," and substituting "Business Corporations Act, and that is in good standing under that Act or that is an extraprovincial company as defined in that Act,".

 
Legal Services Society Act

211 Section 3 (1) and (2) of the Legal Services Society Act, R.S.B.C. 2002, c. 30, is amended by striking out "Company Act" and substituting "Business Corporations Act".

 
Liquor Control and Licensing Act

212 Section 76 (1) of the Liquor Control and Licensing Act, R.S.B.C. 1996, c. 267, is amended by striking out "Company Act." and substituting "Business Corporations Act."

 
Livestock Act

213 Section 4 (4) of the Livestock Act, R.S.B.C. 1996, c. 270, is amended by striking out "Company Act" in both places and substituting "Business Corporations Act".

 
Local Government Act

214 Section 331 (2) (b) of the Local Government Act, R.S.B.C. 1996, c. 323, is amended by striking out "established under section 181 of the Company Act." and substituting "continued under section 221 of the Business Corporations Act."

 
Members' Conflict of Interest Act

215 Section 16 (4) of the Members' Conflict of Interest Act, R.S.B.C. 1996, c. 287, is amended by striking out "section 1 (2) to (6) of the Company Act." and substituting "section 2 (1) to (4) of the Business Corporations Act."

 
Mineral Tenure Act

216 Section 8 (1) (a) of the Mineral Tenure Act, R.S.B.C. 1996, c. 292, is repealed and the following substituted:

(a) a company or an extraprovincial company as those terms are defined in the Business Corporations Act, .

 
Ministry of Transportation and Highways Act

217 Section 6 (e) (i) of the Ministry of Transportation and Highways Act, R.S.B.C. 1996, c. 311, is amended by striking out "Company Act," and substituting "Business Corporations Act,".

218 Section 37 is amended

(a) in subsection (1) by striking out "Company Act" and substituting "Business Corporations Act", and

(b) in subsection (2) by striking out "Company Act," and substituting "Business Corporations Act,".

219 Section 39 (1) is amended

(a) by striking out "the Company Act," and substituting "the Business Corporations Act,",

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

(a) the minister must determine the corporation's authorized share structure, as that term is defined in the Business Corporations Act, and the par value of its shares, if any; , and

(c) in paragraph (c) by striking out "the Company Act" and substituting "the Business Corporations Act".

220 Section 41 (4) is amended by striking out "Company Act" and substituting "Business Corporations Act".

 
Motor Vehicle Act

221 Section 4 (2) (b) of the Motor Vehicle Act, R.S.B.C. 1996, c. 318, is repealed and the following substituted:

(b) an extraprovincial company within the meaning of the Business Corporations Act, or .

222 Section 19 is amended by striking out "company that is a registered owner has been dissolved, struck off the register or ceased to be registered under the Company Act," and substituting "company, within the meaning of the Business Corporations Act, that is a registered owner has been dissolved or has otherwise ceased to be a company, or that an extraprovincial company, within the meaning of the Business Corporations Act, that is a registered owner has had its registration cancelled under Part 11 or 12 of that Act,".

 
Mountain Resort Associations Act

223 Section 6 of the Mountain Resort Associations Act, R.S.B.C. 1996, c. 320, is amended

(a) in subsections (1) and (3) by striking out "Company Act" and substituting "Business Corporations Act", and

(b) in subsection (4) by striking out "or a reporting company under the Company Act in respect of those provisions" and substituting "in respect of those provisions of that Act".

 
Municipal Finance Authority Act

224 Section 28 (2) of the Municipal Finance Authority Act, R.S.B.C. 1996, c. 325, is amended by striking out "Company Act" and substituting "Business Corporations Act".

 
Notaries Act

225 Section 58 (1) of the Notaries Act, R.S.B.C. 1996, c. 334, is amended by striking out "a corporation that is incorporated under the Company Act and" and substituting "a company within the meaning of the Business Corporations Act that".

 
Open Learning Agency Act

226 Sections 2 (3) and 18 (2) (e) of the Open Learning Agency Act, R.S.B.C. 1996, c. 341, are amended by striking out "Company Act" and substituting "Business Corporations Act".

227 Section 15 (b) is repealed and the following substituted:

(b) authorized to be the auditor of a company under sections 205 and 206 of the Business Corporations Act.

 
Optometrists Act

228 Section 13 (1) of the Optometrists Act, R.S.B.C. 1996, c. 342, is amended by striking out "a corporation that is incorporated under the Company Act and" and substituting "a company within the meaning of the Business Corporations Act that".

 
Partnership Act

229 Section 1 of the Partnership Act, R.S.B.C. 1996, c. 348, is amended in the definition of "registrar" by striking out "the Company Act;" and substituting "the Business Corporations Act;".

 
Pension Benefits Standards Act

230 Section 1 (1) of the Pension Benefits Standards Act, R.S.B.C. 1996, c. 352, is amended in the definition of "multi-employer plan" by striking out "the Company Act;" and substituting "the Business Corporations Act;".

 
Pension Fund Societies Act

231 Section 1 of the Pension Fund Societies Act, R.S.B.C. 1996, c. 354, is amended in the definition of "subsidiary company" by striking out "a corporation created in British Columbia by or under an Act, and includes an extraprovincial company, as defined in the Company Act," and substituting "a company within the meaning of the Business Corporations Act and any other corporation created in British Columbia by or under an Act, and includes a foreign entity, as defined in the Business Corporations Act,".

 
Personal Property Security Act

232 Section 64 (2) (e) of the Personal Property Security Act, R.S.B.C. 1996, c. 359, is repealed and the following substituted:

(e) a person who is or who, within the preceding 2 years, was,

(i) if the debtor is a corporation, an insider, within the meaning of the Securities Act or section 192 of the Business Corporations Act, of the corporation,

(ii) if the debtor is a corporation that has an affiliate, within the meaning of the Business Corporations Act, that is a corporation,

(A) an insider, within the meaning of the Securities Act or section 192 of the Business Corporations Act, of that affiliate, or

(B) an auditor of that affiliate, or

(iii) an auditor of the debtor, .

 
Pharmacists, Pharmacy Operations and Drug Scheduling Act

233 Section 25 (2) of the Pharmacists, Pharmacy Operations and Drug Scheduling Act, R.S.B.C. 1996, c. 363, is amended

(a) in paragraph (b) by striking out "incorporated under the Company Act" and substituting "that is a company within the meaning of the Business Corporations Act and", and

(b) in paragraph (c) by striking out "incorporated under the Company Act" and substituting "a company within the meaning of the Business Corporations Act".

 
Podiatrists Act

234 Section 13 (1) of the Podiatrists Act, R.S.B.C. 1996, c. 366, is amended by striking out "a corporation that is incorporated under the Company Act and" and substituting "a company within the meaning of the Business Corporations Act that".

 
Private Investigators and Security Agencies Act

235 Section 6 (a) of the Private Investigators and Security Agencies Act, R.S.B.C. 1996, c. 374, is amended by striking out "the Company Act," and substituting "the Business Corporations Act,".

 
Private Post-Secondary Education Act

236 Section 24 (b) of the Private Post-Secondary Education Act, R.S.B.C. 1996, c. 375, is amended by striking out "qualified under section 180 of the Company Act," and substituting "authorized to be an auditor of a company under section 205 of the Business Corporations Act,".

 
Property Transfer Tax Act

237 Section 14 (4) (u) (i) of the Property Transfer Tax Act, R.S.B.C. 1996, c. 378, is amended by striking out "sections 247 to 251 of the Company Act," and substituting "Division 3 of Part 9 of the Business Corporations Act,".

 
Public Sector Pension Plans Act

238 Section 5 (7) of the Public Sector Pension Plans Act, S.B.C. 1999, c. 44, is amended

(a) by striking out "Company Act and the Company Clauses Act do" and substituting "Business Corporations Act does", and

(b) by striking out "the Company Act apply" and substituting "the Business Corporations Act apply".

239 Section 9 (1) (c) is amended by striking out "qualified to be an auditor of a reporting company under the Company Act;" and substituting "authorized to be an auditor of a company under sections 205 and 206 of the Business Corporations Act;".

240 Section 16 (7) is amended

(a) by striking out "The Company Act, the Company Clauses Act" and substituting "The Business Corporations Act", and

(b) by striking out "the Company Act and" and substituting "the Business Corporations Act and".

241 Section 20 (1) (c) is amended by striking out "qualified to be an auditor of a reporting company under the Company Act;" and substituting "authorized to be an auditor of a company under sections 205 and 206 of the Business Corporations Act;".

 
Range Act

242 Section 20 (1) of the Range Act, R.S.B.C. 1996, c. 396, is amended in the definition of "affiliate" by striking out "the Company Act;" and substituting "the Business Corporations Act;".

243 Section 46 (1) (b) is amended

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

(C) if the corporation is an extraprovincial company within the meaning of the Business Corporations Act, the corporation's attorney, if any, within the meaning of that Act, ,

(b) in subparagraph (ii) by striking out "incorporated under the Company Act," and substituting "a company within the meaning of the Business Corporations Act or, if that office has been eliminated under section 40 of the Business Corporations Act, the address ordered by the court under section 40 (4) (b) of that Act,", and

(c) by repealing subparagraph (iii) (A) and (B) and substituting the following:

(A) the registered office of the corporation or, if that office has been eliminated under section 40 of the Business Corporations Act, the address ordered by the court under section 40 (4) (b) of that Act,

(B) if the corporation is an extraprovincial company within the meaning of the Business Corporations Act, the corporation's attorney, if any, within the meaning of that Act, or .

 
Real Estate Act

244 Section 1 of the Real Estate Act, R.S.B.C. 1996, c. 397, is amended in the definition of "cooperative corporation" by striking out "the Company Act" and substituting "the Business Corporations Act".

 
Resort Municipality of Whistler Act

245 Section 16 of the Resort Municipality of Whistler Act, R.S.B.C. 1996, c. 407, is amended

(a) in subsections (1) and (2) by striking out "Company Act" and substituting "Business Corporations Act", and

(b) in subsection (3) by adding "of the Society Act" after "provisions".

 
School Act

246 Section 55 of the School Act, R.S.B.C. 1996, c. 412, is amended in the definition of "senior officer" by striking out "the Company Act;" and substituting "the Business Corporations Act;".

247 Section 95.1 (1) is amended

(a) in the definition of "director" by striking out "the Company Act;" and substituting "the Business Corporations Act;",

(b) by adding the following definitions:

"incorporation bylaw" means a bylaw referred to in section 95.2 (1) (a);

"notice of articles" means the record described in section 95.2 (3);

"registrar" has the same meaning as in the Business Corporations Act. , and

(c) by repealing the definition of "memorandum" and substituting the following:

"memorandum" means, for a company that was incorporated before the date of the coming into force of section 260 of the Business Corporations Amendment Act, 2003 and that has not complied with section 436 (1) (a) and (b) of the Business Corporations Act, the record that constituted the company's memorandum under the Company Act, R.S.B.C. 1996, c. 62, immediately before that date; .

248 Section 95.11 is amended

(a) in subsection (1) by striking out 'the Company Act, except the definitions of "company", "member" and "memorandum"' and substituting 'the Business Corporations Act, except the definitions of "company", "incorporation agreement", "memorandum", "shareholder" and "special Act corporation"',

(b) in subsection (2) by striking out "the Company Act" wherever it appears and substituting "the Business Corporations Act", and

(c) by repealing subsection (2) (d), (e) and (f) and substituting the following:

(d) to "incorporation agreement" must be read as a reference to "incorporation bylaw", as defined in section 95.1 (1),

(e) to "memorandum" must be read as a reference to "memorandum", as defined in section 95.1 (1),

(f) to "minister" must be read as a reference to the minister who is responsible for the administration of this Act,

(g) to "notice of articles" must be read as a reference to "notice of articles", as defined in section 95.1 (1),

(h) to "shareholder" must be read as a reference to "member", as defined in section 95.1 (1), and

(i) to "special Act corporation" must be read as a reference to "company", as defined in section 95.1 (1).

249 Section 95.12 is amended by striking out "the Company Act" and substituting "the Business Corporations Act".

250 Sections 95.2 and 95.21 are repealed and the following substituted:

Formation of company

95.2 (1) A board may form a company by

(a) adopting, by bylaw,

(i) a notice of articles that complies with subsection (3), and

(ii) articles that comply with subsection (4),

(b) filing with the registrar an incorporation application that complies with subsection (2), and

(c) complying with this Division.

(2) The incorporation application filed under subsection (1) (b) must

(a) comply with section 10 (3) of the Business Corporations Act, and

(b) set out, as the incorporator, the board incorporating the company.

(3) The notice of articles contained in the incorporation application must

(a) set out the name of the company in accordance with section 95.24 of this Act,

(b) set out the authorized share structure of the company in accordance with section 95.25,

(c) set out the following for each of the individuals who are to be the first directors:

(i) the full name of the individual;

(ii) the residential address of the individual, and

(d) comply with section 11 (a), (d), (e) and (f), of the Business Corporations Act.

(4) The articles must

(a) set out every restriction, if any,

(i) on the business that may be carried on by the company, and

(ii) on the powers that the company may exercise,

except those restrictions set out in this Part, and

(b) comply with section 12 (1) and (2) (c) of the Business Corporations Act.

Formation of companies -- signature on articles

95.21 The articles of a company must

(a) have a signature line with the full name of the board proposing to form the company set out legibly under the signature line, and

(b) be signed on the applicable signature line by the secretary treasurer of that board.

251 Section 95.22 is amended by striking out "a company with the name contained in the memorandum," and substituting "a company incorporated under this Act with the name contained in the notice of articles,".

252 Section 95.23 is repealed and the following substituted:

Formation of companies -- application of the Business Corporations Act

95.23 Sections 12 (4) and (5), 13, 14, 15, 18, 19 and 420 of the Business Corporations Act apply for the purposes of this Part.

Company without a member

95.231 A company must not carry on business without a member but, if at any time it carries on business without a member for more than 6 months, every director and officer of the company during the time that it so carries on business is jointly and severally liable for the payment of all the debts of the company contracted during that time.

253 Section 95.24 is amended by adding the following subsection:

(3) Subject to section 95.81, a person must not use in British Columbia any name of which "School District" or "Francophone Education Authority"or any abbreviation of them, is part unless the name is in the form required by this section 95.24 and is used by a company the share of which is owned by the board or Francophone Education Authority indicated by the name.

254 Section 95.25 is amended by striking out "authorized capital" and substituting "authorized share structure".

255 Section 95.27 is repealed and the following substituted:

Capacity and powers -- application of the Business Corporations Act

95.27 (1) Sections 30 to 33, 228 (2) and (3) and 421 of the Business Corporations Act apply for the purposes of this Part.

(2) For the purposes of subsection (1) of this section, a reference in section 228 (2) or (3) of the Business Corporations Act as it applies for the purposes of this Part to a complainant in relation to a company is deemed to mean a director, an officer, a shareholder, an employee, an agent, an auditor, a trustee, a receiver, a receiver manager or a liquidator of the company.

256 Section 95.29 is repealed and the following substituted:

Company offices -- application of the Business Corporations Act

95.29 Sections 34 to 38 of the Business Corporations Act apply for the purposes of this Part.

257 Section 95.32 is repealed and the following substituted:

Shares and liabilities of members -- application of the Business Corporations Act

95.32 Sections 57, 87 (1), 107, 109 and 110 of the Business Corporations Act apply for the purposes of this Part.

258 Section 95.34 is repealed and the following substituted:

Borrowings -- application of the Business Corporations Act

95.34 Divisions 8 to 10 of Part 3 of the Business Corporations Act apply for the purposes of this Part.

259 Section 95.41 is repealed and the following substituted:

Management -- application of the Business Corporations Act

95.41 Sections 24 and 27 and Part 5, other than sections 120, 147 (4), 149 (3) and 195 (2) and (4), of the Business Corporations Act, apply for the purposes of this Part.

Residence of majority of directors

95.411 (1) The majority of the directors of every company must be persons ordinarily resident in Canada.

(2) One director of every company must be ordinarily resident in British Columbia.

Financial assistance restricted

95.412 A company must not give financial assistance to a person, directly or indirectly, by way of loan, guarantee, the provision of security, or otherwise, unless there are reasonable grounds for believing that, or the directors are of the opinion that, the giving of the financial assistance is in the best interests of the company.

When loans and guarantees prohibited

95.413 (1) Without limiting section 95.412, a company must not give financial assistance to a person, directly or indirectly, by way of loan, guarantee, the provision of security, or otherwise, if

(a) at the time of the giving of financial assistance the company is insolvent, or

(b) in the case of a loan, the giving of the loan would render the company insolvent.

(2) The court, on the application of a director of a company, may declare that, in view of all the circumstances, the company is insolvent, or that the proposed giving of financial assistance would render the company insolvent.

Contract enforceable

95.414 Despite a contract to which a company is a party being made in contravention of section 95.412 or 95.413, a good faith lender for value without notice, or the company, may enforce the contract.

260 Section 95.5 is amended

(a) in subsections (1) and (2) by striking out "section 163 (1) of the Company Act," and substituting "section 42 of the Business Corporations Act,", and

(b) in subsection (2) by striking out "section 163 (1) (l), (q) and (r) of the Company Act." and substituting "section 42 (1) (l) and (m) of the Business Corporations Act."

261 Section 95.52 is repealed and the following substituted:

Records -- application of the Business Corporations Act

95.52 (1) Sections 42, other than sections 42 (1) (d) and (r) and (2) (e) (ii), 43 to 46, other than section 46 (3) and (8), 48, 49, 50, 196, other than section 196 (4), 199, 201 and 426 (1) (a), (c) and (d) and (3) to (7) and 432 (7) (a) and (c) of the Business Corporations Act apply for the purposes of this Part.

(2) A company may, by an ordinary resolution, impose restrictions on the times during which a person, other than a current director or shareholder, may inspect the company's records under this section, but those restrictions must permit inspection of those records during the times set out in the regulations.

262 Section 95.61 is repealed and the following substituted:

Audits -- application of the Business Corporations Act

95.61 Part 7, other than sections 203 (2) and (3), 223 and 224 (1) to (4), of the Business Corporations Act applies for the purposes of this Part.

263 Section 95.7 is amended

(a) in subsection (1) by striking out "under the Company Act" and substituting "under the Business Corporations Act",

(b) in subsection (1) (b) by striking out "the Company Act," and substituting "the Business Corporations Act,",

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

(c) authorizes 2 or more directors to sign the articles on behalf of the company and to submit to the registrar for filing

(i) a conversion application in accordance with section 266 of the Business Corporations Act, and

(ii) any other records the registrar may require. , and

(d) by repealing subsections (2) to (4) and substituting the following:

(2) Sections 266 and 267 of the Business Corporations Act apply to a company converted under this section.

264 Section 95.72 is repealed and the following substituted:

Company alterations -- application of the Business Corporations Act

95.72 Sections 257 to 259 and 262 of the Business Corporations Act apply for the purposes of this Part.

Special resolution must be approved by bylaw

95.73 A board is not to vote in favour of a special resolution of a company until the board has approved the special resolution by bylaw.

265 Section 95.8 is repealed and the following substituted:

Proceedings -- application of the Business Corporations Act

95.8 Sections 9, 227, other than section 227 (1), 229, 232, other than the definition of "shareholder"in section 232 (1), 233, 234, 235, 236, 274 to 282 and Division 3 of Part 8 of the Business Corporations Act apply for the purposes of this Part.

266 Section 95.81 is repealed and the following substituted:

Member of more than one company

95.81 (1) In this section, "additional company" means, in relation to a board, each company of which the board becomes the member as a result of a disposal of assets referred to in subsection (2).

(2) Despite section 95.26, a board that is the member of a company may be the member of one or more other companies if the board becomes the member of those other companies as a result of a disposal of the assets of one or more boards under section 176 (2).

(3) Each company of which the board is the member must amalgamate with each of the other companies of which the board is the member in accordance with subsections (4) to (7) of this section unless, within 30 days after the date on which the board becomes the member of an additional company,

(a) that additional company amalgamates under Division 3 of Part 9 of the Business Corporations Act with all other companies of which the board is the member,

(b) that additional company is dissolved under Division 2 of Part 10 of the Business Corporations Act, or

(c) liquidation of that additional company is commenced under Division 3 of Part 10 of the Business Corporations Act.

(4) If, despite subsection (3), the companies of which a board is the member do not amalgamate as required under that subsection, each of those companies is deemed, on the 31st day after the date on which the board becomes the member of an additional company, to have passed special resolutions approving their amalgamation and requiring that

(a) the shares of all the companies other than the first company of which the board was the member be cancelled without any repayment of capital in respect of those shares, and

(b) the amalgamated company has, as its notice of articles and articles, the notice of articles and articles of the amalgamating company the shares of which are not cancelled.

(5) Despite section 436 (1) of the Business Corporations Act, before a company that is a pre-existing company amalgamates under subsection (4) of this section, that company must, if it has not already done so, comply with section 370 (1) (a) and (b) or 436 (1) (a) and (b) of the Business Corporations Act.

(6) Within 30 days after the date of the deemed passing of the special resolutions referred to in subsection (4), the board must file, on behalf of the amalgamating companies, an amalgamation application with the registrar of companies.

(7) Sections 275 (2) (d), 279 (a), 281 and 282 of the Business Corporations Act apply for the purposes of an amalgamation under subsection (4) of this section.

(8) Despite section 95.82 (1) of this Act, section 323 of the Business Corporations Act does not apply in respect of any liquidation commenced under subsection (3) (c).

267 Sections 95.82 and 95.83 are repealed and the following substituted:

Dissolution and restoration -- application of the Business Corporations Act

95.82 (1) Subject to subsection (2) of this section, Part 10 of the Business Corporations Act, other than section 366, applies for the purposes of this Part.

(2) An application under section 324 or 325 of the Business Corporations Act, as it applies for the purposes of this Act, may be brought by the company, a member, a director, a creditor, a trustee for debentureholders, a receiver manager for the company or the minister.

Administration -- application of the Business Corporations Act

95.83 (1) Sections 51 and 231 and Part 12, other than section 432, of the Business Corporations Act apply for the purposes of this Part.

(2) A notation in the corporate register, as that term is defined in the Business Corporations Act, respecting a company is conclusive evidence for the purposes of this Act and for all other purposes that every requirement in respect of the matters included in the corporate register and of matters precedent to it have been complied with.

268 Section 95.9 is amended

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

(1) Without limiting section 175 (1), the Lieutenant Governor in Council may make regulations prescribing, for the purposes of this Part, forms that correspond with forms approved by the registrar under the Business Corporations Act. , and

(b) in subsection (2) (a) and (b) by striking out "the Company Act" and substituting "the Business Corporations Act".

269 The following section is added:

Transition

95.91 Part 14 of the Business Corporations Act applies for the purposes of this Part.

 
Securities Act

270 Section 5 (3) of the Securities Act, R.S.B.C. 1996, c. 418, is amended by striking out "Company Act" and substituting "Business Corporations Act".

271 Section 45 is amended

(a) in subsection (2) (1) (iv) by adding "the Business Corporations Act," before "the Company Act,", and

(b) in subsection (2) (12) (ii) by striking out "dissolution or" and substituting "liquidation, dissolution or other".

272 Section 74 (2) (11) (ii) is amended by striking out "dissolution or" and substituting "liquidation, dissolution or other".

273 Section 151 (2) (b) (ii) is amended by adding "the Business Corporations Act," after "the Company Act,".

 
Skagit Environmental Enhancement Act

274 Section 5 (2) of the Skagit Environmental Enhancement Act, R.S.B.C. 1996, c. 426, is amended by striking out "Company Act" and substituting "Business Corporations Act".

 
Small Business Venture Capital Act

275 Section 1 (1) of the Small Business Venture Capital Act, R.S.B.C. 1996, c. 429, is amended by adding the following definition:

"authorized share structure" has the same meaning as in the Business Corporations Act; .

276 Section 2 (2) is amended by striking out "memorandum and its articles." and substituting "articles and memorandum or notice of articles."

277 Section 3 (1) is amended

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

(a) is a company incorporated under the Company Act or the Business Corporations Act; ,

(b) in paragraph (b) by striking out "section 16 (1) of the Company Act;" and substituting "section 23 (1) of the Business Corporations Act;",

(c) in paragraph (e) by striking out "authorized capital" and substituting "an authorized share structure", and

(d) in paragraph (f) by striking out "under section 5 of the Company Act" and substituting "or articles".

278 Section 7 (3) is amended

(a) in paragraph (a) by adding "or notice of articles" after "memorandum", and

(b) in paragraph (b) by striking out "authorized capital" and substituting "authorized share structure".

279 Section 23 is amended by repealing paragraphs (a) to (c) and substituting the following:

(a) cancels, under section 82 of the Business Corporations Act, a share surrendered to the corporation by way of gift;

(b) passes a special resolution reducing its capital under section 74 (1) (b) of the Business Corporations Act or reduces its capital in accordance with the authorization provided by a court order referred to in section 74 (1) (a) or (b) of that Act;

(c) redeems or purchases shares in the manner set out in section 77 of the Business Corporations Act.

280 Section 24 (1) (b) is repealed and the following substituted:

(b) passes a resolution under section 257 (2) (b) of the Business Corporations Act to change its name to delete "(VCC)" from it; .

281 Section 25 (b) to (g) is repealed and the following substituted:

(b) is dissolved under section 422 of the Business Corporations Act,

(c) is dissolved under section 423 of the Business Corporations Act,

(d) passes a resolution under section 314 (1) (a) or (2) of the Business Corporations Act to be dissolved,

(e) passes a resolution under section 319 of the Business Corporations Act to authorize the liquidation of the corporation,

(f) has been ordered under section 227 (3) (o) or 324 (1) or (3) (a) of the Business Corporations Act to liquidate and dissolve,

(g) without first obtaining approval of the amalgamation from the administrator, with or without conditions, under section 7 of this Act,

(i) enters into an amalgamation agreement under section 270 (1) of the Business Corporations Act,

(ii) passes a resolution under section 273 (b) or 274 (a) of that Act to approve an amalgamation, or

(iii) authorizes an amalgamation under section 284 (2) of that Act, or .

 
Social Service Tax Act

282 Section 46 (2) (e) of the Social Service Tax Act, R.S.B.C. 1996, c. 431, is amended by striking out "the Company Act" in both places and substituting "the Business Corporations Act".

 
Society Act

283 Section 1 of the Society Act, R.S.B.C. 1996, c. 433, is amended

(a) by repealing the definition of "auditor" and substituting the following

"auditor" has the same meaning as in section 1 (1) of the Business Corporations Act; ,

(b) in the definition of "debenture" by striking out "the Company Act;" and substituting "the Business Corporations Act;",

(c) in paragraph (e) of the definition of "reporting society" by striking out "the Company Act," and substituting "the Business Corporations Act,", and

(d) in the definition of "subsidiary" by striking out "the Company Act." and substituting "the Business Corporations Act."

284 Section 3 is amended

(a) by repealing subsection (3) (c) and substituting the following:

(c) the name of the proposed society is reserved under Division 2 of Part 2 of the Business Corporations Act as it applies for the purposes of this Act, and , and

(b) by adding the following subsection:

(6) Division 2 of Part 2 of the Business Corporations Act applies in respect of the name of

(a) a society that is or may be incorporated under this Act, or

(b) an extraprovincial society that is or may be registered under this Act.

285 Section 20 (2) (a) is repealed and the following substituted:

(a) unless the registrar approves,

(a.1) in the case of a change of name, unless the new name is reserved under Division 2 of Part 2 of the Business Corporations Act as it applies for the purposes of this Act, and .

286 Section 35 (1) is amended by striking out "Sections 75 to 99 of the Company Act" and substituting "Divisions 8, 9 and 10 of Part 3 of the Business Corporations Act".

287 The following sections are added:

Register of indebtedness

35.1 (1) Each society must keep a register of its indebtedness in excess of $5 000 to each director or officer of the society, or an associate of any of them, which register must contain

(a) the name of the creditor,

(b) the date the indebtedness was incurred,

(c) the amount,

(d) the interest rate payable, and

(e) the due date.

(2) A society that contravenes this section commits an offence.

Preferential payment of wages and salary

35.2 (1) If a receiver or receiver manager is appointed on behalf of debentureholders of a society whose debentures are secured by a charge on all or substantially all the assets of the society, or any other person takes possession by or for those debentureholders of the property comprised in or subject to the charge, there must be paid out of assets coming into the hands of the receiver or receiver manager, or other person taking possession, in priority to any claim for principal or interest in respect of the debentures, the wages or salary of any employee, except an employee who is a director, paid on a basis of time or piecework, for services rendered to the society during 3 months before the date of the appointment of the receiver or receiver manager, or other person taking possession, but not exceeding $2 000 for each employee.

(2) Payments made under this section must be recovered out of the assets of the society that are available for payment of general creditors, to the extent of those assets.

288 Section 42 (b) is amended by striking out "the Company Act." and substituting "the Business Corporations Act."

289 Section 71 (1) is repealed and the following substituted:

(1) Despite the repeal of the Company Act, R.S.B.C. 1996, c. 62, Part 9 of that Act continues to apply to a society and an extraprovincial society as though Part 9 of that Act had not been repealed.

290 Section 74 is repealed and the following substituted:

Conversion to company

74 (1) A society may, with the consent of the registrar and in accordance with the regulations, be converted to a company, and for that purpose section 266, other than subsections (3) (b) and (6) of that section, and sections 267 and 268 of the Business Corporations Act apply to the society as if it were a special Act corporation within the meaning of that Act.

(2) This section does not apply to a society with a charitable purpose referred to in section 73 (3) of this Act.

291 Section 75 (4) is repealed and the following substituted:

(4) An extraprovincial society must not be registered unless the name of the proposed society is reserved under Division 2 of Part 2 of the Business Corporations Act as it applies for the purposes of this Act.

292 Section 95 (2) is amended by adding "or by the registrar" in both places after "the Lieutenant Governor in Council".

 
Strata Property Act

293 Section 276 of the Strata Property Act, S.B.C. 1998, c. 43, is repealed and the following substituted:

Application of Business Corporations Act to voluntary winding up of strata corporation

276 (1) Except as otherwise provided in this Act and the regulations, the provisions of the Business Corporations Act that apply to a voluntary liquidation of a company apply to the voluntary winding up of a strata corporation with a liquidator and, for that purpose,

(a) a reference to "registrar" in the Business Corporations Act as it applies for the purposes of this Act must be read as a reference to the registrar as defined in this Act,

(b) a reference to "commencement of the liquidation" in the Business Corporations Act as it applies for the purposes of this Act must be read as a reference to the date on which the unanimous resolution referred to in section 277 of this Act is passed, and

(c) a requirement in the Business Corporations Act as it applies for the purposes of this Act that documents must be filed with the registrar must be read as a requirement that the documents must be filed in the land title office.

(2) Division 10 of Part 10 and section 324 of the Business Corporations Act do not apply to the voluntary winding up of a strata corporation with a liquidator.

(3) A person commits an offence who contravenes section 327 (2) or 335 of the Business Corporations Act as it applies for the purposes of this Act and sections 428 to 430 of the Business Corporations Act apply in relation to those offences.

Disposal of books and papers of strata corporation

276.1 If a strata corporation has been wound up under this Division, the liquidator is responsible for the care and custody of the strata corporation's records and documents for 2 years after the date of cancellation of the strata plan, but not longer.

294 Section 277 (2) is amended by striking out "the Company Act." and substituting "the Business Corporations Act."

295 Section 283 is repealed and the following substituted:

Filing of application for dissolution

283 The registrar must not file the application for dissolution referred to in section 343 (1) of the Business Corporations Act as it applies for the purposes of this Act unless that application is accompanied by a Certificate of Strata Corporation in the prescribed form stating that the final accounts referred to in the application have been approved by a resolution passed by a 3/4 vote at an annual or special general meeting.

296 Section 291 (1) is amended by striking out "Company Act" and substituting "Business Corporations Act".

 
Tobacco Damages and Health Care Costs Recovery Act

297 Section 1 (3) (a) of the Tobacco Damages and Health Care Costs Recovery Act, S.B.C. 2000, c. 30, is amended by striking out "the Company Act," and substituting "the Business Corporations Act,".

 
Tourism British Columbia Act

298 Section 16 (4) (c) of the Tourism British Columbia Act, S.B.C. 1997, c. 13, is repealed and the following substituted:

(c) that the proposed contract or transaction relates to an indemnity of the type described in Division 5 of Part 5 of the Business Corporations Act or to insurance of the type described in section 165 of that Act, or .

 
Trade Development Corporation Act

299 Section 13 of the Trade Development Corporation Act, R.S.B.C. 1996, c. 456, is amended

(a) in subsection (1) by striking out "the Company Act and the Company Clauses Act do" and substituting "the Business Corporations Act does", and

(b) in subsection (2) by striking out "the Company Act" and substituting "the Business Corporations Act".

 
Trade Practice Act

300 Section 10 (2.6) (d) of the Trade Practice Act, R.S.B.C. 1996, c. 457, is amended by striking out "the Company Act," and substituting "the Business Corporations Act,".

 
University Foundations Act

301 Section 13 of the University Foundations Act, R.S.B.C. 1996, c. 471, is amended by striking out "qualified to be the auditor of a reporting company under the Company Act." and substituting "authorized to be the auditor of a company under sections 205 and 206 of the Business Corporations Act."

302 Section 15 (1) and (2) is amended by striking out "the Company Act" and substituting "the Business Corporations Act".

 
Victoria Foundation Act

303 Section 26 of the Victoria Foundation Act, R.S.B.C. 2000, c. 33, is repealed and the following substituted:

Application of Business Corporations Act

26 Despite section 4 (1) of the Business Corporations Act, that Act does not apply to the foundation.

 
Waste Management Act

304 Section 36 (5) (b) (ii) of the Waste Management Act, R.S.B.C. 1996, c. 482, is repealed and the following substituted:

(ii) is a corporation that is liquidated, dissolved or otherwise wound up or is an extraprovincial company within the meaning of the Business Corporations Act that has had its registration cancelled under Part 11 or 12 of that Act, .

Commencement

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