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Volume 47, No. 14

B.C. Reg. 315/2004

The British Columbia Gazette,

Part II

July 13, 2004

B.C. Reg. 315/2004, deposited July 8, 2004, pursuant

to the BUSINESS CORPORATIONS ACT [Section 432]. Order in Council 691/2004,

approved and ordered July 7, 2004.

On the recommendation of the undersigned, the Lieutenant Governor,

by and with the advice and consent of the Executive Council, orders that the

Business Corporations Regulation, B.C. Reg. 65/2004, is amended as

set out in the attached Schedule.

— G. COLLINS, Minister of Finance;

G. BRUCE, Presiding Member of the Executive Council.

Schedule

Section 2 (2) of the Business Corporations Regulation, B.C. Reg. 65/2004,

is repealed and the following substituted:

(2) For the purposes of the Act, the prescribed address for a director or officer of a company must be whichever of the following is selected by the director or officer:

(

a) the delivery address and, if different, the mailing address for the office at which the individual can usually be served with records during statutory business hours;

(

b) the delivery address and, if different, the mailing address of the individual's residence.

2 The following

section is added:

Incorporation numbers

7.1

(1) Subject to subsection (2), in the Act

and this regulation, "incorporation number" means, in relation to a company,

the unique combination of alphabetic characters and numerals attributed to the

company on its recognition under the Act or a former Companies Act , and

includes any amendments to that combination of alphabetic characters and numerals

effected by the registrar for the better functioning of the registry.

(2) In sections 10 (3) (d) (ii), 21 (1) (b), 263 (3)

(c), 266 (4) (b) (ii), 275 (2) (b) (i) (C), 302 (2) (b) (ii),

355 (2) (c) (i), 357 (2) (

a) and 366 (1) (

b) of the Act, "incorporation number" means the numerals that form part

of the incorporation number, but does not include the alphabetic character or

characters that precede those numerals.

(3) Nothing in subsection (1) precludes the incorporation number of a company from being abbreviated by removing either or both of the alphabetic characters and the zeros that precede the first numeral of the incorporation number that is not a zero.

Section 37 is amended

(

a) by striking out "282 (3) and 305 (2)" and substituting

"282 (3), 305 (2) and 364 (1)",

(

b) by striking out "the certificate of amalgamation"

and substituting "the certificate of amalgamation, the certificate of restoration", and

(

c) in paragraph (

a) by striking out "an amalgamation"

and substituting "an amalgamation, has been duly restored".

4 The following

section is added to

Part 14:

Identifying name of shares

41.1 If a pre-existing company wishing to file

with the registrar a post-restoration transition application under

section 370 (1) (

a) of the Act or a transition application under

section 436 (1) (

a) of the Act has shares that do not have an identifying name, those shares must,

despite sections 54 (3) (c), 371 (2) (b) (vi)

and 437 (2) (b) (viii) of the Act, be given a unique identifying

name in the notice of articles that is contained within that post-restoration

transition application or transition application, as the case may be.

Article 4.1 of Table 1 is amended by striking out "recorded or".

Article 7.4 of Table 1 is amended by striking out "general meeting" and substituting "meeting of shareholders".

Article 10.3 (

a) of Table 1 is amended by adding "or appoint" after "elect".

Article 11.11 of Table 1 is amended by striking out "If there is only one

director," and substituting "If, in accordance with

Article 10.1, the number

of directors is one,".

Article 19.1 of Table 1 is amended by adding "registered" after "joint" in both places.

Article S1.1 of Table 2 is amended by adding the following definition:

"information circular" means an information circular in Form 22 of the Company Act, 1996 as it read immediately before its repeal; .

Article S4.3 of Table 2 is amended by striking out "general meeting" and substituting "meeting of shareholders".

Article S7.1 is amended by striking out "advance notice of a meeting" and substituting "advance notice of a meeting of shareholders".

13 The following

article is added to Table 2:

Notice of meeting to elect directors

S7.1.1 The Company, not less than 56 days before

it holds a meeting of shareholders at which a director is to be elected or appointed,

must publish in the manner set out in

Article S7.1 an advance notice of

the meeting that

(

a) gives the date of the meeting,

(

b) invites written nominations for directors signed by shareholders holding in the aggregate not less than 10% of the shares that may be voted at the meeting,

(

c) states that, if any nomination referred to in paragraph

(

b) is delivered to the registered office of the Company not less than 35 days

before the date of the meeting, accompanied by the information as to the nominee

required to be furnished in the information circular, the Company will include

the name of the nominee in the form of proxy and the information as to the nominee

in the information circular sent by the management of the Company under Articles S3.2

and S4.1,

(

d) gives the mailing address and delivery address of

the registered office of the Company, and

(

e) gives the qualifications for director provided by the Act and by these articles.

Article S8.2 of Table 2 is amended by striking out "Articles S4.1 and S4.2"

and substituting "Article S4.1".

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