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2004 Legislative Session: 5th Session, 37th Parliament

FIRST READING

The following electronic version is for informational

purposes only.

The printed version remains the official version.

HONOURABLE GARY COLLINS

MINISTER OF FINANCE

BILL 69 – 2004

FINANCE STATUTES AMENDMENT ACT, 2004

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

Business Corporations Act

Section 1 (1) of the Business Corporations Act, S.B.C. 2002, c. 57, is amended in the definition of "memorandum" by striking out " Companies Act " and substituting " Company Act ".

Section 11 (

h) is amended by striking out everything after " that was made after, " and substituting the following:

(

i) if the company is a pre-existing company, the day on which this Act comes into force, or

(ii) if the company is not a pre-existing company, the date on which the company is recognized under this Act.

Section 13 (3) (a) (ii) is amended by adding " if requested to do so, " before " a certified copy of the incorporation application ".

4 Sections 18, 268 (2), 282 (3), 305 (2), 364 (1), 365 (1) and 378 (1) are amended by striking out " date and time shown " and substituting " date shown and the time, if any, shown ".

5 Sections 37 (3), 127 (3), 257 (6), 263 (6) (a), 371 (4) and 437 (4) are amended by adding " , if requested to do so, " after " must ".

6 Sections 39 (1) (

b) and (2) and 41 (1) (

b) and (2) are amended by striking out " at the person's residence or place of business ".

Section 42 (2) (e) (ii) is repealed and the following substituted:

(ii) subject to subsection (3) of this

section and unless kept elsewhere in the manner provided by

section 69 or 79 of the Company Act , 1996, each of the following, if and to the extent that it relates to the period before the coming into force of this Act:

(

A) its register of allotments;

(

B) its register of transfers;

(

C) its register of members;

(

D) its register of debentures;

(

E) its register of debentureholders, and .

Section 46 is amended

(

a) in subsection (5) by striking out " of the prescribed fee to the person who maintains the records office for the company, " and substituting " , to the person who maintains the records office for the company, of the inspection fee, if any, set by that person or by the company, which fee must not exceed the prescribed fee, ", and

(

b) in subsection (6) by striking out " the fee " and substituting " the fee, if any, ".

Section 47 is amended

(

a) in subsection (1) (

b) by striking out " of the prescribed fee charged for that inspection by the person having custody or control of the register. " and substituting " , to the person having custody or control of the register, of the inspection fee, if any, set by that person or by the company, which fee must not exceed the prescribed fee. ", and

(

b) in subsection (2) by adding " who provides an affidavit under subsection (1) of this

section " after " person ".

Section 48 (1) is amended

(

a) by striking out " any fee prescribed in relation to that copy, " and substituting " , to the person having custody or control of that record, the copying fee, if any, set by that person or by the company, which fee must not exceed the prescribed fee, ", and

(

b) by striking out " a copy of that record to that person " and substituting " a copy of that record to the requesting person ".

Section 54 (1) (

n) is amended by adding " or shares " after " authorized share structure ".

Section 187 (3) is repealed and the following substituted:

(3) This Division does not apply to a company unless the company is a public company.

Section 192 (1) is amended in paragraph (

b) of the definition of "insider" by adding " in an election or appointment of directors " after " cast ".

Section 195 (1) is amended by striking out " voting rights that may be exercised " and substituting " votes that may be cast ".

Section 223 is repealed and the following substituted:

Application

223 This Division does not apply to a company unless the company is a public company.

Section 240 (3) is amended by striking out " not consented to, or voted in favour of, the resolution " and substituting " not, on behalf of every person who beneficially owns shares registered in the name of the shareholder, consented to the resolution or voted in favour of the resolution ".

Section 263 (5) (a) (ii) is amended by adding " , if requested to do so, " after " company ".

Section 266 (7) (

b) is repealed and the following substituted:

(

b) furnish to the converted company

(

i) the certificate of conversion, and

(ii) if requested to do so, a certified copy of the conversion application and a certified copy of the notice of articles, and .

Section 270 (2) (d) (ii) is amended by striking out " a copy of the amalgamation application to be " and substituting " a form of amalgamation application that contains the information that is to be included in the amalgamation application that will be ".

Section 274 is amended

(

a) in subsection (1) (c) (ii) by striking out " whose shares " and substituting " the shares of which ",

(

b) in subsection (2) by striking out " must " and substituting " , must " and by striking out " the shares of which are held " and substituting " all of the issued shares of which are held ", and

(

c) in subsection (3) by striking out " the capital of the primary company consists of " and substituting " the capital of the amalgamated company consists of ".

Section 276 is amended

(

a) in subsections (2) (

b) and (3) (b) (ii) by striking out " 273 (b) " and substituting " 273 (1) (c) ", and

(

b) in subsections (2) (

c) and (3) (b) (ii) by striking out " 274 (a) " and substituting " 274 (1) (b) ".

Section 281 (

b) is repealed and the following substituted:

(

b) furnish to the amalgamated company

(

i) the certificate of amalgamation, and

(ii) if requested to do so, a certified copy of the amalgamation application and a certified copy of the notice of articles of the amalgamated company, and .

Section 303 (2) (

b) is repealed and the following substituted:

(

b) furnish to the continued company

(

i) the certificate of continuation, and

(ii) if requested to do so, a certified copy of the continuation application and a certified copy of the continued company's notice of articles, and .

Section 342 (2) is amended by striking out " under subsection (1) of this

section " and substituting " to court under subsection (1) of this

section for an order approving a dissolution ".

Section 351 (3) (

a) is repealed.

Section 352 is amended

(

a) in subsections (1) and (2) by striking out " , and on payment of the applicable prescribed fee, " and substituting " , and on payment of the fee, if any, set for that purpose by the person who is required to retain and produce the records, which fee must not exceed the prescribed fee, ", and

(

b) in subsections (1) (

a) and (2) (

a) by striking out " that person " and substituting " the requesting person ".

Section 355 (1) is amended by striking out " dissolved, " and substituting " dissolved ".

Section 363 (1) is amended by striking out " one month " and substituting " 21 days ".

Section 367 (1) (

b) and (

c) is repealed and the following substituted:

(

b) issue a certificate of restoration in accordance with subsection (2) of this

section and furnish

(

i) the certificate to the company or extraprovincial company, as the case may be, and

(ii) a copy of the certificate to the applicant,

(

c) if requested to do so, furnish a certified copy of the restoration application to the company or extraprovincial company, and

(

d) if requested to do so, furnish to the company a certified copy of the notice of articles, if any.

30 Sections 370 (2) and 436 (2) are amended by striking out "

section 259 (1) to (3) " and substituting "

section 259 (1) ".

Financial Institutions Statutes Amendment Act, 2004

Section 70 of the Financial Institutions Statutes Amendment Act, 2004, S.B.C. 2004, c. 48, is repealed and the following substituted:

Section 141 is amended

(

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

(1) In this section, "venture capital corporation" means a corporation the activities of which are limited to

(

a) the provision of financing and loans to entities in circumstances that involve the corporation in the holding of equity and debt security instruments of the entities being financed, and

(

b) the provision of financial or management consulting services to entities whose security instruments have been acquired by the corporation that provides the services in a manner described in paragraph (

a) or that participates in the provision of those services in contemplation of so acquiring security instruments. ,

(

b) by repealing subsection (2) (

a) and substituting the following:

(

a) more than 10% of the voting shares in a corporation that carries on, or more than a 10% interest in another type of entity that carries on, one or more of a prescribed type of business or activity, , and

(

c) by repealing subsection (3).

Section 72, as it enacts

section 158 (3) of the Financial Institutions Act, R.S.B.C. 1996, c. 141, is amended by striking out " 140 to 152, 155 and 156 " and substituting " 140 to 150, 153 and 154 ".

Section 92, as it enacts

section 225.1 (2) (

e) of the Financial Institutions Act, is repealed and the following substituted:

(

e) imposing terms, conditions or restrictions on a licence or licensee, or varying those terms, conditions or restrictions; .

Section 92, as it enacts

section 225.1 (2) (

j) of the Financial Institutions Act, is repealed and the following substituted:

(

j) for the purpose of funding the council's expenses, establishing a maximum amount of fees to be collected

(

i) from applicants and licensees for

(

A) applications for a licence,

(

B) the amendment, transfer or reinstatement of a licence, and

(

C) the annual fee for a licence, and

(ii) for services performed by the council.

Section 92, as it enacts

section 225.1 (3) of the Financial Institutions Act, is repealed and the following substituted:

(3) If the council imposes terms, conditions or restrictions under subsection (2) (e), the council may also deem the terms, conditions or restrictions to be part of every licence or every licence of a class of licences, whether issued before or after the imposition of the term, condition or restriction.

Section 92, as it enacts

section 225.1 of the Financial Institutions Act, is amended by adding the following subsection:

(4.1) If the council makes a rule under subsection (2) (

j) establishing a maximum amount of a fee, the council may, for the purpose of funding its expenses but subject to the maximum amount in the rule, set the fee by order.

Section 101 is repealed and the following substituted:

Section 236 is amended

(

a) in subsections (1) and (3) by striking out " minister, ", and

(

b) in subsection (2) by striking out " or by the minister under

section 249 ".

Section 111 (a), as it enacts

section 249 (1) (

a) of the Financial Institutions Act, is repealed and the following substituted:

(

a) a financial institution has failed to comply with an order of the commission, Commercial Appeals Commission or tribunal, .

Section 120 (

h) is repealed and the following substituted:

(

h) by repealing subsection (4) (

g) and (

j) and substituting the following:

(

g) subject to the maximum amount prescribed by the Lieutenant Governor in Council, authorizing the council, for the purpose of funding its expenses, to set by order and collect assessments from insurers authorized to carry on insurance business, , and .

Pension Benefits Standards Act

Section 9 (7) of the Pension Benefits Standards Act, R.S.B.C. 1996, c. 352, is amended by striking out "in accordance with generally accepted accounting principles, " and substituting " in accordance with the accounting standards prescribed by regulation, ".

Section 74 is amended

(

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

(c.3) respecting the accounting standards in accordance with which financial statements required under

section 9 (7) must be produced; , and

(

b) by adding the following subsection:

(4.1) The Lieutenant Governor in Council may, in making a regulation under subsection (2) (c.3),

(

a) adopt one or more standards, codes and rules

(

i) published by a provincial, national or international body or standards association, or

(ii) enacted as or under a law of this or another jurisdiction, and

(

b) adopt the standard, code or rule under paragraph (a)

(

i) in whole, in part or with any changes considered appropriate, and

(ii) as it stands at a specific date, as it stands at the time of adoption or as amended from time to time.

Society Act

Section 95 of the Society Act, R.S.B.C. 1996, c. 433, is amended by adding the following subsections:

(3) If a person requests a society to provide a copy of a financial statement of the society referred to in

section 64 or 65 and pays the fee charged for that copy under subsection (5) of this section, the society must provide that person with a copy of that financial statement promptly after receipt of the request and payment.

(4) A copy of a financial statement referred to in subsection (3) must be provided in the manner agreed to by the society and the person seeking to obtain the copy or, in the absence of such an agreement,

(

a) must, if the person seeking to obtain the copy so requests, be provided by mailing it to that person, or

(

b) may, in any other case, be provided to the person seeking to obtain the copy by making it available for pick-up at the address of the society.

(5) A society may, for any financial statement made available by it under subsection (3), charge a reasonable fee that is not greater than the prescribed amount.

43 The following

section is added:

Remedies on denial of copies

95.1

(1) A person who claims to be entitled under

section 95 (3) to receive a copy of a financial statement of the society referred to in

section 64 or 65 may apply in writing to the registrar for an order under subsection (2) of this

section if the society does not provide that person with a copy of the financial statement.

(2) If, on the application of a person referred to in subsection (1), it appears to the registrar that the society has, contrary to

section 95 (3), failed to provide the applicant with a copy of a financial statement of the society referred to in

section 64 or 65, the registrar may order the society to provide to the registrar whichever of the following the society considers appropriate:

(

a) a certified copy of the financial statement;

(

b) an affidavit of a director or officer of the society setting out why the applicant is not entitled to obtain a copy of the financial statement.

(3) The registrar must

(

a) set out in any order made under subsection (2) of this

section an explanation of the basis on which the applicant claims to be entitled to obtain a copy of the applicable financial statement, and

(

b) furnish a copy of that order to the society and the applicant.

(4) The society referred to in an order made under subsection (2) must comply with that order within 15 days after the date of the order.

(5) If the society provides to the registrar a certified copy of the financial statement required under subsection (2) (a), the registrar must furnish the certified copy of the financial statement to the applicant.

(6) If the society provides an affidavit of a director or officer to the registrar under subsection (2) (b), the registrar must furnish the affidavit to the applicant.

(7) An applicant under subsection (1) may, on notice to the society, apply to the court for an order that the applicant be provided with a copy of a financial statement of the society referred to in

section 64 or 65, if

(

a) an affidavit respecting the financial statement is furnished to the applicant by the registrar under subsection (6) of this section, or

(

b) the society fails to comply with subsection (4).

(8) Without limiting the power of the registrar, the court may, on an application under subsection (7) of this section, make the order it considers appropriate and may, without limitation, do one or more of the following:

(

a) make an order that a certified copy of a financial statement of the society referred to in

section 64 or 65 be provided to the applicant, within the time specified by the order;

(

b) make an order directing the society to change the location of the address of the society to a location that the court considers appropriate;

(

c) order the society to pay to the applicant damages in an amount that the court considers appropriate;

(

d) order the society to pay to the applicant the applicant's costs of and related to the application.

(9) An order may be made under subsection (8) in addition to a legal proceeding, conviction or penalty for an offence.

Section 99 (2) is amended by adding the following paragraph:

(

i) prescribing the maximum amount that may be charged as a fee for providing a copy of a financial statement under

section 95 (3).

Commencement

45 The provisions of this Act referred to in column 1 of the following table come into force as set out in column 2 of the table:

Item

Column 1

Provisions of Act

Column 2

Commencement

Anything not elsewhere covered by this table

The date of Royal Assent

Sections 31 to 44

By regulation of the Lieutenant Governor in Council

Explanatory Note

Business Corporations Act

SECTION 1: [Business Corporations Act,

section 1] corrects a typographical error.

SECTION 2: [Business Corporations Act,

section 11] clarifies which type of company is to

provide which type of information in its notice of articles.

SECTION 3: [Business Corporations Act,

section 13] removes from the registrar the obligation

to provide copies of the specified records unless those copies are

requested.

SECTION 4: [Business Corporations Act, sections 18, 268, 282, 305, 364, 365 and 378]

reflects that the time of a registration may not always be shown on the

corporate register.

SECTION 5: [Business Corporations Act, sections 37, 127, 257, 263, 371 and 437]

removes from the registrar the obligation to provide copies of the specified

records unless those copies are requested.

SECTION 6: [Business Corporations Act, sections 39 and 41] removes unnecessary words.

SECTION 7: [Business Corporations Act,

section 42] provides that the specified registers

need only be retained by a pre-existing company in relation to information

applicable to the period before the coming into force of the Business Corporations

Act .

SECTION 8: [Business Corporations Act,

section 46] allows the person providing access to

records to set, or refrain from setting, their own fee for that access rather than

requiring that person to set a prescribed fee.

SECTION 9: [Business Corporations Act,

section 47] allows the person providing access to

the central securities register to set, or refrain from setting, their own fee for

that access rather than requiring that person to set a prescribed fee.

SECTION 10: [Business Corporations Act,

section 48] allows the person providing access to

records to set, or refrain from setting, their own fee for that access rather than

requiring that person to set a prescribed fee and clarifies which persons are

being referred to in the section.

SECTION 11: [Business Corporations Act,

section 54] expressly provides that a company

may alter its shares.

SECTION 12: [Business Corporations Act,

section 187] clarifies that Division 7 of

Part 5

applies only to public companies.

SECTION 13: [Business Corporations Act,

section 192] clarifies that the shares in relation to

which a person may be constituted an insider are those shares having voting

rights related to the election or appointment of directors.

SECTION 14: [Business Corporations Act,

section 195] harmonizes the wording relating to

voting shares with other such references in the Business Corporations Act .

SECTION 15: [Business Corporations Act,

section 223] clarifies that Division 5 of

Part 7

applies only to public companies.

SECTION 16: [Business Corporations Act,

section 240] requires that a copy of a resolution

in relation to which a dissent may be made be provided to a shareholder who

has consented to the resolution if that consent was provided on behalf of fewer

than all of the beneficial shareholders in relation to whom the shareholder is

the registered shareholder.

SECTION 17: [Business Corporations Act,

section 263] removes from the registrar the obligation

to provide copies of the specified records unless those copies are

requested.

SECTION 18: [Business Corporations Act,

section 266] removes from the registrar the obligation

to provide copies of the specified records unless those copies are

requested.

SECTION 19: [Business Corporations Act,

section 270] clarifies that an amalgamation

agreement need have attached to it only a copy of the amalgamation application

that contains the information that will be filed with the registrar in relation

to the amalgamation rather than requiring that the actual amalgamation application

that is to be filed with the registrar be attached.

SECTION 20: [Business Corporations Act,

section 274]

harmonizes the language of

section 274 in relation to shares with the language used elsewhere in the Act in that regard;

clarifies that a holding company must hold all of the shares of the company if that company's shares are not to be cancelled in an amalgamation;

corrects an error.

SECTION 21: [Business Corporations Act,

section 276] corrects cross reference errors.

SECTION 22: [Business Corporations Act,

section 281] removes from the registrar the obligation

to provide copies of the specified records unless those copies are

requested.

SECTION 23: [Business Corporations Act,

section 303] removes from the registrar the obligation

to provide copies of the specified records unless those copies are

requested.

SECTION 24: [Business Corporations Act,

section 342] clarifies which application is being

referred to.

SECTION 25: [Business Corporations Act,

section 351] repeals an unnecessary provision.

SECTION 26: [Business Corporations Act,

section 352] allows the person providing access

to a dissolved company's records to set, or refrain from setting, their own fee

for that access rather than requiring that person to set a prescribed fee and

clarifies which persons are being referred to in the section.

SECTION 27: [Business Corporations Act,

section 355] removes an unnecessary comma.

SECTION 28: [Business Corporations Act,

section 363] reduces from one month to 21 days

the period the registrar must wait to allow challenges to a restoration.

SECTION 29: [Business Corporations Act,

section 367] removes from the registrar the obligation

to provide copies of the specified records unless those copies are

requested.

SECTION 30: [Business Corporations Act, sections 370 and 436] corrects a cross reference.

Financial Institutions Statutes Amendment Act, 2004

SECTION 31: [Financial Institutions Statutes Amendment Act, 2004,

section 70] provides

for the repeal of two

definitions.

SECTION 32: [Financial Institutions Statutes Amendment Act, 2004,

section 72] corrects

cross references.

SECTION 33: [Financial Institutions Statutes Amendment Act, 2004,

section 92] alters the

ability of the Insurance Council to make rules about terms, conditions or

restrictions on an insurance licence or licensee.

SECTION 34: [Financial Institutions Statutes Amendment Act, 2004,

section 92] adds the

ability of the Insurance Council to set a maximum amount of the fees to be

collected by it.

SECTION 35: [Financial Institutions Statutes Amendment Act, 2004,

section 92] makes a

change that is consequential to

section 33 of this Bill.

SECTION 36: [Financial Institutions Statutes Amendment Act, 2004,

section 92] authorizes

the Insurance Council to set a fee by order once it has made a rule establishing

a maximum amount of the fee.

SECTION 37: [Financial Institutions Statutes Amendment Act, 2004,

section 101] restores

the ability of the Insurance Council to impose, remove and vary discretionary

conditions on an individual insurance licence.

SECTION 38: [Financial Institutions Statutes Amendment Act, 2004,

section 111] allows

the Financial Institutions Commission to make an order under

section 249 (1)

(h), (

i) or (

j) of the Financial Institutions Act if a financial institution has not

complied with an order of the Financial Services Tribunal.

SECTION 39: [Financial Institutions Statutes Amendment Act, 2004,

section 120] allows

the Lieutenant Governor in Council to set a maximum amount for assessments

imposed on insurers by the Insurance Council.

Pension Benefits Standards Act

SECTION 40: [Pension Benefits Standards Act,

section 9] removes the need for a pension

plan's audited financial statements required under the Act to be made in accordance

with generally accepted accounting principles and instead allows the

Lieutenant Governor in Council to prescribe the accounting standards that are

to apply to those financial statements.

SECTION 41: [Pension Benefits Standards Act,

section 74] allows the Lieutenant Governor

in Council, when prescribing accounting standards for the purposes of

section 9 (7) of the Act, as amended by

section 40 of this Bill, to adopt some

or all of a standard, code or rule of a recognized body.

Society Act

SECTION 42: [Society Act,

section 95] requires a society to provide a copy of a financial

statement of the society referred to in

section 64 or 65 of the Act to any person

who requests it and pays the appropriate fee.

SECTION 43: [Society Act,

section 95.1] provides a means by which a person, entitled to

receive a copy of a financial statement of the society referred to in

section 64

or 65 of the Act, can enforce that entitlement.

SECTION 44: [Society Act,

section 99] allows the Lieutenant Governor in Council to

prescribe the maximum amount that may be charged as a fee for providing a

copy of a financial statement under

section 95 (3).

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© 2004: Queen's Printer, Victoria, British Columbia, Canada