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c) Queen's Printer,

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2003 Legislative Session: 4th 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 86 – 2003

BUSINESS CORPORATIONS

AMENDMENT ACT (No. 2), 2003

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

Section 1 (1) of the Business Corporations Act, S.B.C. 2002,

c. 57, is amended

(

a) in the definition of "corporate register" by striking

out "information filed with the registrar under this Act or filed with

or recorded by the registrar under a former" and substituting "information

filed with or recorded by the registrar under this Act or a former" ,

(

b) by adding the following definition:

"Pre-existing Company Provisions" means the provisions

prescribed by the Lieutenant Governor in Council under

section 442.1 (1);

(

c) in paragraph (

b) of the definition of "special majority"

by striking out "pre-existing company," and substituting

"pre-existing company that has not complied with

section 370 (1) (

a) or 436 (1) (

a) or that has a notice of articles that reflects that the Pre-existing

Company Provisions apply to the company," ,

(

d) in paragraph (a) (iii) (

A) and (

B) of the definition of "special

separate resolution" by adding "memorandum or" before

"articles" ,

(

e) in paragraph (a) (iii) (

B) of the definition of "special

separate resolution" by striking out "pre-existing company,"

and substituting "pre-existing company that has not complied with

section

370 (1) (

a) or 436 (1) (

a) or that has a notice of articles that reflects that

the Pre-existing Company Provisions apply to the company," , and

(

f) in the definition of "statutory business hours" by

striking out "afternoon," and substituting "afternoon,

local time," .

Section 11 is amended by striking out "and" at

the end of paragraph (h), by adding "and" at the end of paragraph

(

g) and by repealing paragraph (i).

Section 19 (2) is repealed and the following substituted:

(2) A pre-existing company and its shareholders are bound, in the manner contemplated by subsection (3),

(

a) by the company's notice of articles, if any,

(

b) by the company's articles, and

(

c) subject to

section 373 (3) or 439 (3), as the case may be, by the company's memorandum.

Section 26 (1) is amended by striking out "company with that

name," and substituting "company,".

Section 42 is amended

(

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

(

f) if the company is an amalgamated company, copies of the records described in the following paragraphs of this subsection for each amalgamating company:

(

i) paragraphs (

a) and (b);

(ii) paragraph (c);

(iii) paragraph (d);

(iv) paragraph (e) (i);

(

v) paragraph (e) (ii);

(vi) paragraph (e) (iii). , and

(

b) in subsection (3) by adding "or (f) (v)" after "subsection

(2) (e) (ii)" .

Section 43 (1) is amended by striking out "or (2) (c),

(

d) or (e) (ii) or (iii)" and substituting "or (2) (c), (d), (e)

(ii) or (iii) or (f) (ii), (iii), (

v) or (vi)" .

Section 46 (6) is repealed and the following substituted:

(6) Despite subsections (1) to (5) of this

section but without limiting any obligation to pay the fee required under this section, a person may inspect a record kept by a company under

section 42 (2) (c), (d), (e) (ii) or (iii) or (f) (ii), (iii), (

v) or (vi) only if and to the extent that,

(

a) in the case of a record kept under

section 42 (2) (

c) or (f) (ii), the person was entitled to do so under the corporate legislation of the jurisdiction that, before the continuation, was the foreign corporation's jurisdiction,

(

b) in the case of a record kept in the records office of an amalgamated company under

section 42 (2) (

d) or (f) (iii) in relation to an amalgamating foreign corporation, the person was entitled to do so under the corporate legislation of the jurisdiction that, before the amalgamation, was the foreign corporation's jurisdiction, or

(

c) in the case of a record kept under

section 42 (2) (e) (ii) or (iii) or (f) (

v) or (vi), the person was entitled to do so under the Company Act , 1996.

Section 57 (1) (

a) is amended by striking out 'the words

"A British Columbia Company Act company",' and substituting "words

indicating that it is a British Columbia company," .

Section 62 is amended by striking out "sections 64 and

66 and to the memorandum or notice of articles, as the case may be, and"

and substituting "section 64, to the Pre-existing Company Provisions,

if applicable, to the memorandum or notice of articles, as the case may be,

and to" .

Section 63 (1) (b) (

i) is amended by striking out "pre-existing

company," and substituting "pre-existing company that has not

complied with

section 370 (1) (

a) or 436 (1) (

a) or that has a notice of articles

that reflects that the Pre-existing Company Provisions apply to the company," .

11 Sections 66, 80 and 81 are repealed.

Section 72 is repealed and the following substituted:

Capital

(1) When a company issues shares without par value, there is added to the capital of the company for that class or series of shares,

(

a) if the shares are issued for property within the meaning of

section 64 (1), an amount not greater than the issue price for those shares,

(

b) if the shares are issued by way of dividend, the declared amount, if any, of the dividend, and

(

c) in any other case, the issue price for those shares.

(2) In addition to any additions to capital effected under subsection (1), a company may add to its capital in respect of a class or series of shares without par value an amount specified by a directors' resolution or an ordinary resolution.

(3) When a company issues shares with par value, there is added to the capital of the company, for that class or series of shares, an amount equal to the aggregate of the par values of those shares.

Section 77 is amended by striking out "sections 78

to 81," and substituting "sections 78 and 79 and the Pre-existing

Company Provisions, if applicable," .

Section 114 is repealed and the following substituted:

Instrument of transfer

114 Despite the memorandum and articles of a company, a company must not register a transfer of shares unless a proper instrument of transfer has been provided to the company but

(

a) an instrument of transfer is not required for the company to register a transmission of shares under

section 119, and

(

b) nothing in this

section requires that an instrument of transfer be provided in relation to

(

i) an involuntary transfer including, without limitation, in relation to a transfer effected under

section 244 (3) or 300 (7), or

(ii) a redemption.

Section 118 is amended by striking out "If a person

applies to a company or its transfer agent to effect a transmission of shares

or other securities, the person must provide to the company" and substituting

"A person applying to a company or its transfer agent to effect a transmission

of shares or other securities must provide" .

Section 137 is amended

(

a) in subsection (1) by striking out "Despite" and substituting

"Subject to subsection (1.1) but despite" ,

(

b) in subsection (1) by striking out "may restrict in whole

or in part" and substituting "may transfer, in whole or in part,"

and by striking out "and may transfer those restricted powers" ,

(

c) by adding the following subsection:

(1.1) A provision of the articles transferring powers of the directors to manage or supervise the management of the business and affairs of the company is effective

(

a) if the provision is included in the articles at the time of the company's recognition or if the company resolved, by special resolution, to add that provision to the articles, and

(

b) if the provision clearly indicates, by express reference to this

section or otherwise, the intention that the powers be transferred to the proposed transferee. ,

(

d) in subsection (3) by adding "in relation to that right,

power, duty or liability" after "regulations to a director or

directors" , and

(

e) by adding the following subsection:

(4) A company may resolve to alter its articles, by special resolution, to alter a provision referred to in subsection (1.1).

Section 147 (2) (

a) is repealed and the following substituted:

(

a) the situation that would otherwise constitute a disclosable interest under subsection (1) arose before the coming into force of this Act or, if the company was recognized under this Act, before that recognition, and was disclosed and approved under, or was not required to be disclosed under, the legislation that

(

i) applied to the corporation on or after the date on which the situation arose, and

(ii) is comparable in scope and intent to the provisions

of this Division, .

Section 148 (2) (

a) is amended by striking out everything after

"coming into force of this Act" and substituting "under

the former Companies Act that was in force at the time of the disclosure,

and, after that disclosure, the contract or transaction is approved in accordance

with

section 149 of this Act, other than

section 149 (3);" .

Section 157 (1) (

d) is repealed and the following substituted:

(

d) any record, information or representation that the court considers provides reasonable grounds for the actions of the director, whether or not that record was forged, fraudulently made or inaccurate.

Section 259 is amended by adding the following subsection:

(8) Nothing in subsection (5) or (6) prevents an alteration to the articles made by a court order from taking effect in accordance with that order.

Section 263 is amended

(

a) in subsection (2) by adding "or change" after "articles

to adopt" ,

(

b) in subsection (4) by striking out "at the date" and

substituting "when" , and

(

c) in subsection (4) (

a) by striking out "on the date"

and substituting "when" .

22 Sections 273 and 274 are repealed and the following substituted:

Vertical short form amalgamations

(1) A holding corporation that is a company and one or more of its subsidiary corporations may amalgamate and continue as one company without complying with sections 270 and 271 if

(

a) the holding corporation, if a pre-existing company, has complied with

section 370 (1) or 436 (1),

(

b) all of the issued shares of each amalgamating subsidiary corporation are held by one or more of the other amalgamating corporations,

(

c) the amalgamation is approved by a special resolution of the holding corporation or by a resolution of its directors, and

(

d) the resolution requires that

(

i) the shares of each amalgamating subsidiary corporation be cancelled on the amalgamation without any repayment of capital in respect of those shares,

(ii) the amalgamated company have, as its notice of articles and articles, the notice of articles and articles of the holding corporation, and

(iii) the amalgamated company refrain from issuing any securities in connection with the amalgamation.

(2) On an amalgamation under this section, the capital of the amalgamated company is the same as the capital of the amalgamating holding corporation.

Horizontal short form amalgamations

(1) Two or more companies that are subsidiaries of the same holding corporation may amalgamate and continue as one company without complying with sections 270 and 271 if

(

a) all of the issued shares of each amalgamating company are held by the holding corporation or another amalgamating company,

(

b) the amalgamation is approved by each of the amalgamating companies by a special resolution of the amalgamating company or by a resolution of its directors,

(

c) the resolutions require that

(

i) subject to subsection (2), the shares of all but one of the amalgamating companies be cancelled on the amalgamation without any repayment of capital in respect of those shares, and

(ii) the amalgamated company have, as its notice of articles and articles, the notice of articles and articles of the amalgamating company whose shares are not to be cancelled, and

(

d) the amalgamating company the shares of which are not to be cancelled under paragraph (c) (

i) of this subsection, if a pre-existing company, has complied with

section 370 (1) or 436 (1).

(2) The amalgamating company, the shares of which are not to be cancelled under subsection (1) (c) (

i) of this

section (the "primary company") must be a company the shares of which are held by the holding corporation.

(3) On an amalgamation under this section, the capital of the primary company consists of

(

a) the capital that was the capital of the primary company immediately before the amalgamation, and

(

b) the capital that was the capital of the other amalgamating companies other than the portion of that capital that is attributable to the shares of any amalgamating company that were held by the primary company or any other amalgamating company.

Section 275 (2) (a) (

i) is amended by striking out ",

as the case may be," .

Section 289 is amended

(

a) by repealing subsection (1) (

a) and substituting the following:

(

a) in respect of an arrangement proposed with the shareholders of the company,

(

i) the shareholders approve the arrangement by a special resolution, or

(ii) if any of the shares held by the shareholders who

under subsection (2) are entitled to vote on the resolution to approve the arrangement

do not otherwise carry the right to vote, the shareholders approve the arrangement

by a resolution passed at a meeting by at least a special majority of the votes

cast by the shareholders, if at least the prescribed number of days' notice

of the meeting and of the intention to propose the resolution has been sent

to all of the shareholders, , and

(

b) by repealing subsections (2), (3) and (4) and substituting the following:

(2) Each share of a company carries the right to vote in respect of a resolution referred to in subsection (1) (

a) whether or not that share otherwise carries the right to vote.

(3) If the court orders, under

section 291, that a meeting be held to adopt an arrangement in addition to or in substitution for a meeting contemplated by subsection (1) of this section, the arrangement must not be submitted to the court for approval until after

(

a) it has been adopted at that court ordered meeting, or

(

b) it has been consented to under subsection (1) (

f) by the persons who were entitled to vote at that meeting.

(4) If an arrangement is consented to under subsection (1) (f),

(

a) the meeting that would otherwise have been necessary under subsection (1) or (3) need not be held, and

(

b) the consent is as valid and effective as if it had been expressed in a vote passed at that meeting.

(5) Section 61 does not apply to an arrangement under this Division.

Section 302 is amended by adding the following subsection:

(3) A foreign corporation seeking to be continued into British Columbia as a company may, by one or both of the articles referred to in subsection (1) (

c) of this

section and the notice of articles referred to in subsection (2) (c), effect any amendment to its charter if the amendment is an amendment that a company may make to its charter under this Act.

Section 305 (1) is amended by adding the following paragraph:

(a.1) the continued company has, as its notice of articles, the notice of articles contained in the continuation application, .

Section 344 is amended

(

a) in subsection (2) by striking out "on the date on which"

and substituting "when" , and

(

b) in subsection (2) (

a) by striking out "on the date of dissolution,"

and substituting "on dissolution," .

Section 345 (b) (ii) is repealed and the following substituted:

(ii) the person who submitted the application for dissolution

on behalf of the company, and .

Section 354 (2) is amended

(

a) in paragraph (

a) by striking out "or" at the end of

subparagraph (

i) and by adding the following subparagraph:

(iii) in the case of an application under

section 360

(2) (

a) or 361 (2) (a), the person is a person referred to in subparagraph (

i) or (ii), as the case may be, or is ordered by the court to be an appropriate

person to make the application, or, and

(

b) in paragraph (

b) by striking out "or" at the end of

subparagraph (i), by adding ", or" at the end of subparagraph

(ii) and by adding the following subparagraph:

(iii) in the case of an application under

section 360 (2) (

a) or 361 (2) (a), the person is a person referred to in subparagraph (

i) or (ii), as the case may be, or is ordered by the court to be an appropriate person to make the application.

Section 364 is amended by adding the following subsection:

(3.1) Despite any other provision of this Division,

section 442.1 applies to a restored company if the company was, immediately before its dissolution, a pre-existing company that had not, before its dissolution, complied with

section 370 (1) (

a) and (

b) or 436 (1) (

a) and (b).

Section 366 (1) is amended by striking out "on the

date of its restoration," and substituting "on its restoration," .

Section 369 (

c) is amended by striking out "section

370 or 436." and substituting "section 370 (1) (

a) or 436 (1)

(a)."

Section 370 (1) (

c) is amended

(

a) in subparagraph (

i) by striking out "on the date of its

restoration," and substituting "on its restoration," , and

(

b) in subparagraph (ii) (A), (C), (

D) and (

E) by striking out "those

periods," and substituting "that period," .

Section 371 (2) (

b) is amended

(

a) in subparagraph (iii) by striking out "and (i)" ,

(

b) by striking out "and" at the end of subparagraph (iv),

and

(

c) by repealing subparagraph (

v) and substituting the following:

(

v) indicates that the Pre-existing Company Provisions apply to the company, and

(vi) does not contain any other information.

Section 372 (3) (

b) is amended by adding ", other than

prescribed provisions," after "each provision" .

Section 377 (2) (

c) is repealed and the following substituted:

(

c) furnish a copy of the registration statement to each

attorney referred to in the registration statement who has not been furnished

with a copy of that record under paragraph (b), and .

Section 379 is repealed and the following substituted:

Amalgamation of extraprovincial company

(1) If a foreign entity that is registered as an extraprovincial company is a party to an amalgamation or similar process other than one that results in a company, there must be provided to the registrar the records and information the registrar may require, and there must be filed with the registrar, within 2 months after the effective date of the amalgamation or similar process,

(

a) a notice of amalgamation of extraprovincial company that complies with subsection (2), and

(

b) any other records the registrar may require.

(2) A notice of amalgamation of extraprovincial company must be in the form established by the registrar and must set out

(

a) the name of the amalgamated extraprovincial company if the amalgamated extra provincial company

(

i) has adopted as its name the name of one of the amalgamating extraprovincial companies, or

(ii) is a federal corporation,

(

b) if paragraph (

a) does not apply, the name reserved for the amalgamated extraprovincial company under

section 22 and the reservation number given for it, or

(

c) if paragraphs (

a) and (

b) of this subsection do not apply but

section 26 applies, the name of the foreign entity, the assumed name reserved for it under

section 26 and the reservation number given for that assumed name.

(3) After the notice of amalgamation of extraprovincial company is filed with the registrar, the registrar must

(

a) issue a certificate of registration showing

(

i) the name and any assumed name for the amalgamated extraprovincial company,

(ii) its registration number and the date and time of its registration, and

(iii) the date, and the time, if any, shown for the amalgamation or similar process on the notice of amalgamation of extraprovincial company,

(

b) furnish to the amalgamated extraprovincial company the certificate referred to in paragraph (

a) and a copy of the notice of amalgamation of extraprovincial company,

(

c) furnish a copy of the notice of amalgamation of extraprovincial company to each attorney of the amalgamated extraprovincial company who has not been furnished with a copy of that record under paragraph (b), and

(

d) publish in the prescribed manner a notice of the amalgamation or similar process.

(4) From the time of the amalgamation or similar process, the amalgamated extraprovincial company is seized of and holds and possesses all land of the amalgamating entities that is located in British Columbia.

(5) At any time, before or after a certificate of registration is issued under subsection (3), the registrar may order the amalgamated 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.

Section 432 (2) is amended by adding the following paragraph:

(cc.1) prescribing a set of provisions, and designating

those provisions as the "Pre-existing Company Provisions"; .

Section 437 (2) (

b) is amended

(

a) in subparagraph (

v) by striking out "and (i)" ,

(

b) by striking out "and" at the end of subparagraph (vi),

and

(

c) by repealing subparagraph (vii) and substituting the following:

(vii) indicates that the Pre-existing Company Provisions apply to the company, and

(viii) does not contain any other information.

Section 438 (3) (

b) is amended by adding ", other than

prescribed provisions," after "each provision" .

41 The following

section is added to Division 2:

Pre-existing Company Provisions

442.1

(1) The Lieutenant Governor in Council may, by regulation, prescribe a set of provisions, and designate those provisions as the "Pre-existing Company Provisions".

(2) The Pre-existing Company Provisions apply to each pre-existing company until

(

a) the pre-existing company complies with

section 370 (1) (

a) or 436 (1) (a), and

(

b) the pre-existing company's notice of articles is altered to remove the application of the Pre-existing Company Provisions.

(3) A pre-existing company may alter its notice of articles to remove the application of the Pre-existing Company Provisions if it is authorized to do so by a special resolution.

(4) Except insofar as it is necessary to do so to comply with

section 372 (3) (

b) or 438 (3) (b), a pre-existing company must not alter its articles in relation to any matter included in the Pre-existing Company Provisions until the pre-existing company has removed the application of the Pre-existing Company Provisions in accordance with subsection (3) of this section.

(5) Nothing in this

section precludes a pre-existing company that has removed the application of the Pre-existing Company Provisions in accordance with subsection (3) from adding to its articles any or all of the Pre-existing Company Provisions.

42 The

Schedule is amended

(

a) in item 4 by striking out "$35*" and substituting

"$43.39*" , and

(

b) by adding the following item:

For a transition package for a company, consisting of a certified copy of

the

company's memorandum, a certified copy of the company's articles and a

transition guide.............................................................................................

$40*

Consequential Amendments

Advanced Education Statutes Amendment Act, 2003

Section 9 of the Advanced Education Statutes Amendment Act,

2003, S.B.C. 2003, c. 48, is repealed and the following substituted:

Section 51 is repealed and the following substituted:

Application of the Business Corporations Act

51 The Business Corporations Act does not apply to an institution, but on the recommendation of the minister, the Minister of Finance, by regulation, may declare that all or part of that Act applies to the institution.

Section 26 is repealed and the following substituted:

Section 3 (5) of the Royal Roads University Act, R.S.B.C. 1996,

c. 409, is repealed and the following substituted:

(5) The Business Corporations Act does not apply to the university, but on the recommendation of the minister, the Minister of Finance, by regulation, may declare that all or part of that Act applies to the university.

Section 30 is repealed and the following substituted:

Section 3 (4) and (5) is repealed and the following substituted:

(4) The Business Corporations Act does not apply to a university, but on the recommendation of the minister, the Minister of Finance, by regulation, may declare that all or part of that Act applies to a university.

Coastal Ferry Act

Section 1 of the Coastal Ferry Act, S.B.C. 2003, c. 14, is

amended in the definition of "company " by striking out

"the Company Act ;" and substituting "the Business

Corporations Act ;" .

Section 9 is repealed and the following substituted:

Application of the Business Corporations Act

9 (1) Sections 124 (1) and (2), 126, 136, 140, 142 and 143 of the Business Corporations Act apply to the Authority and to its directors.

(2) A director who ceases to be qualified to act as a director of the Authority under

section 124 (2) of the Business Corporations Act as it applies for the purposes of this

section must promptly resign and may be removed by the other directors.

(3) For the purposes of subsection (1), a reference in sections 136, 140 and 142 of the Business Corporations Act , as they apply for the purposes of this section, to "articles" is deemed to be a reference to the bylaws of the Authority.

Section 19 (2) is amended by striking out "Despite

the Company Act , if" and substituting "After" .

Section 68 (4) is amended by striking out "sections

164 (5) and 165 of the Company Act apply." and substituting "sections

46 (7) and (8) and 48 (1) of the Business Corporations Act apply."

Emergency Communications Corporations Act

Section 5 (2) of the Emergency Communications Corporations

Act, S.B.C. 1997, c. 47, is amended by striking out "Sections 41, 45

and 237 of the Company Act " and substituting "Section 154

(2) of the Business Corporations Act " .

Industry Training Authority Act

Section 12 (2) (

f) of the Industry Training Authority Act,

S.B.C. 2003, c. 34, is amended by striking out "the Company Act "

and substituting "the Business Corporations Act " .

Section 14 is repealed and the following substituted:

Application of Business Corporations Act to authority

14 The Business Corporations Act does not apply to the authority except to the extent provided in the regulations.

Liquor Distribution Act

Section 10.1 (2) of the Liquor Distribution Act, R.S.B.C. 1996,

c. 268, is amended by striking out "the Company Act ." and

substituting "the Business Corporations Act ."

Museum Act

Section 17 of the Museum Act, S.B.C. 2003, c. 12, is amended

(

a) by repealing subsection (4) (

c) and substituting the following:

(

c) a 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; ,

and

(

b) in subsection (5) by striking out "the Company Act

applies and

section 1 (2) to (7) of that Act applies." and substituting

"the Business Corporations Act applies and

section 2 of that

Act applies."

Section 21 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 " .

Private Career Training Institutions Act

Section 5 (3) of the Private Career Training Institutions Act,

S.B.C. 2003, is repealed and the following substituted:

(3) Within 90 days after the end of the fiscal year of the agency, the board must submit to the minister, in a form approved by the minister, a financial report on the operation of the fund as of the end of the preceding fiscal year prepared by a person authorized to be an auditor of a company under

section 205 of the Business Corporations Act .

Railway Act

Section 8 of the Railway Act, R.S.B.C. 1996, c. 395, is amended

(

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

and substituting "filed" ,

(

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

(2) There must be paid to the registrar, for the incorporation

of a company under this Act, the fee set out for the incorporation of a company

under the Business Corporations Act and payment of the applicable fee

is a condition precedent to the Registrar of Companies filing the memorandum

of association. , and

(

c) in subsection (3) by striking out "the Company Act "

and substituting "the Business Corporations Act " .

Section 11 is repealed and the following substituted:

Alteration of authorized share structure

11 The company may alter its authorized share structure, as that term is defined in the Business Corporations Act , in the manner, and subject to the rights and obligations, provided for in that Act.

School Act

Section 95.7 (1) (

a) of the School Act, R.S.B.C. 1996, c. 412,

is repealed and the following substituted:

(

a) adopts, in substitution for the memorandum and articles, or for the notice of articles and articles, as the case may be, of the company,

(

i) a notice of articles that reflects the information that will apply to the company on its conversion, and

(ii) articles that comply with the Business Corporations

Act , .

Small Business Venture Capital Act

Section 24 (2) of the Small Business Venture Capital Act, R.S.B.C.

1996, c. 429, is amended by striking out "the Company Act ."

and substituting "the Business Corporations Act ."

Transmission Corporation Act

Section 1 of the Transmission Corporation Act , S.B.C.

2003, c. 44, is amended by repealing the definition of "transmission

corporation" and substituting the following:

"transmission corporation" means British Columbia

Transmission Corporation; .

Section 2 (3) (

a) is amended by striking out "the Company

Act ;" and substituting "the Business Corporations Act ;" .

Commencement

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

Explanatory Notes

SECTION 1: [Business Corporations Act, amends

section 1] removes

unnecessary wording, adds a new definition of Pre-existing Company Provisions,

clarifies that the reference to pre-existing company in the

definitions of special

majority and special separate resolution relate to a company that has not complied

with the transition requirements of

Part 10 or 14 of the Act or that still has

the Pre-existing Company Provisions applicable to it, recognizes that the memorandum

may specify the majority of votes required to pass a special separate resolution

and applies the concept of local time to statutory business hours.

SECTION 2: [Business Corporations Act, amends

section 11] removes

the requirement to include in the notice of articles information respecting

whether the articles impose restrictions on the ability of the company to allot

or issue shares.

SECTION 3: [Business Corporations Act, amends

section 19] clarifies

that a company's memorandum has effect only until the company complies with

the transition requirements of

Part 10 or 14 of the Act.

SECTION 4: [Business Corporations Act, amends

section 26] clarifies

that before a foreign corporation that has a name that contravenes the requirements

of the Act can be registered as an extraprovincial company, that corporation

must adopt an assumed name.

SECTION 5: [Business Corporations Act, amends

section 42] adds

to the list of records that must be retained by an amalgamated company.

SECTION 6: [Business Corporations Act, amends

section 43] is

consequential to the amendment made by

section 6 of this Bill.

SECTION 7: [Business Corporations Act, amends

section 46] is

consequential to the amendment made by

section 6 of this Bill.

SECTION 8: [Business Corporations Act, amends

section 57] provides

that share certificates for companies must indicate that the corporation for

which the share is issued is a British Columbia company.

SECTION 9: [Business Corporations Act, amends

section 62] is

consequential to the amendment made by

section 12 of this Bill.

SECTION 10: [Business Corporations Act, amends

section 63] clarifies

that the

section applies only to a pre-existing company until the company complies

with the transition requirements of

Part 10 or 14 of the Act or that still has

the Pre-existing Company Provisions applicable to it.

SECTION 11: [Business Corporations Act, repeals sections 66, 80 and 81]

repeals provisions rendered unnecessary by the inclusion of the substance of

those provisions in the Pre-existing Company Provisions.

SECTION 12: [Business Corporations Act, re-enacts

section 72]

attributes capital to shares at the time of the issuance of those shares and

provides for the determination of capital in relation to shares issued by way

of dividend.

SECTION 13: [Business Corporations Act, amends

section 77] is

consequential to the amendment made by

section 12 of this Bill.

SECTION 14: [Business Corporations Act, re-enacts

section 114]

clarifies that no instrument of transfer is required when a company acquires

shares by redemption, dissent proceedings or compulsory acquisition in accordance

with the Act.

SECTION 15: [Business Corporations Act, amends

section 118] removes

a restriction that the documents referred to in the

section be provided to the

company.

SECTION 16: [Business Corporations Act, amends

section 137] specifies

the content of the provisions in the articles by which powers of the directors

may be transferred, and clarifies that where those powers are transferred to

shareholders, those shareholders are not restricted from fettering their discretion

in relation to the exercise of those powers.

SECTION 17: [Business Corporations Act, amends

section 147] provides

that a situation is not a disclosable interest if the situation arose before

the coming into force of the Business Corporations Act or before the

company was recognized and was disclosed and approved as required, or was not

disclosed, in accordance with applicable legislation.

SECTION 18: [Business Corporations Act, amends

section 148] removes

reference to approval under a former Companies Act to reflect that the

concept of approval has been included in

section 147 of the Act by the amendments

made under

section 18 of this Bill.

SECTION 19: [Business Corporations Act, amends

section 157] provides

relief from liability for a director who relies on a record which the court

considers provides reasonable grounds for the director's actions.

SECTION 20: [Business Corporations Act, amends

section 259] clarifies

that the Act is not intended to override a court determination as to when an

alteration to articles is to take effect.

SECTION 21: [Business Corporations Act, amends

section 263] recognizes

that a resolution may authorize a change to as well as an adoption of a translation

of name and replaces references to the date of an alteration with references

to "when" the alteration takes effect.

SECTION 22: [Business Corporations Act, re-enacts sections 273 and 274]

clarifies that vertical amalgamations can occur when all of the shares within the group of amalgamating companies are held within that group and indicates what the capital of the amalgamated company must be;

clarifies that horizontal amalgamations can occur when all of the shares within the group of amalgamating companies are held by a common holding corporation or one of the amalgamating companies, that there must be a company whose shares are not cancelled and that the shares of that company must be held by the holding corporation and indicates what the capital of the amalgamated company must be.

SECTION 23: [Business Corporations Act, amends

section 275] removes

unnecessary wording.

SECTION 24: [Business Corporations Act, amends

section 289] provides

for shareholder approval of an arrangement if that approval is to be obtained

in whole or in part from shareholders who do not otherwise have the right to

vote and removes constraints relating to the date time and place of meetings

ordered by the court.

SECTION 25: [Business Corporations Act, amends

section 302] clarifies

that a foreign corporation seeking to be continued in British Columbia may alter

its charter as if it were a company.

SECTION 26: [Business Corporations Act, amends

section 305] expressly

identifies the notice of articles that a corporation that is continued into

British Columbia will have on that continuation.

SECTION 27: [Business Corporations Act, amends

section 344] replaces

references to the date of dissolution with references to "when" the dissolution

takes effect.

SECTION 28: [Business Corporations Act, amends

section 345] clarifies

the person to whom a certificate of dissolution is to be provided.

SECTION 29: [Business Corporations Act, amends

section 354] allows

the court to order that a person is a "related person" for the purposes of Division

11 of

Part 10 of the Act and clarifies that persons who qualify as related persons

for matters other than applications under

section 360 (2) (

a) or 361 (2) (

a) also qualify in relation to those applications.

SECTION 30: [Business Corporations Act, amends

section 364] applies

the Pre-existing Company Provisions to a restored company if it had not, before

its dissolution, complied with the transition requirements of

Part 10 or 14.

SECTION 31: [Business Corporations Act, amends

section 366] replaces

references to the date of restoration with references to "when" the restoration

takes effect.

SECTION 32: [Business Corporations Act, amends

section 369] clarifies

that the Division of the Business Corporations Act applicable to post-restoration

transitions applies to companies that had not, before their dissolution, complied

with the transition requirements of

section 370 (1) (

a) or 436 (1) (

a) of the

Act.

SECTION 33: [Business Corporations Act, amends

section 370] replaces

references to the date of restoration with references to "when" the restoration

takes effect and makes the reference to "period" singular to reflect the preceding

reference.

SECTION 34: [Business Corporations Act, amends

section 371] is

consequential to the amendment made by

section 2 of this Bill and adds a requirement

that the notice of articles include a reference to the Pre-existing Company

Provisions on the restoration of a pre-existing company.

SECTION 35: [Business Corporations Act, amends

section 372] allows

the Lieutenant Governor in Council to prescribe provisions of a company's memorandum

that do not need to be included in the company's articles after restoration.

SECTION 36: [Business Corporations Act, amends

section 377] provides

that copies of registration statements need not be provided to attorneys who

have already received a copy.

SECTION 37: [Business Corporations Act, re-enacts

section 379]

sets out the information that is to be provided to the registrar in relation to the amalgamation of an extraprovincial company;

ensures that notice is provided to each attorney of the extraprovincial company who has not otherwise received one;

allows the registrar to require proof of the status of an amalgamated foreign entity to which a certificate of registration is or may be issued.

SECTION 38: [Business Corporations Act, amends

section 432] allows

the Lieutenant Governor in Council to make regulations to prescribe the Pre-existing

Company Provisions.

SECTION 39: [Business Corporations Act, amends

section 437] is

consequential to the amendment made by

section 2 of this Bill and adds a requirement

that a pre- existing company's first notice of articles include a reference

to the Pre- existing Company Provisions.

SECTION 40: [Business Corporations Act, amends

section 438] allows

the Lieutenant Governor in Council to prescribe provisions of a company's memorandum

that do not need to be included in the company's articles after the memorandum

is replaced with a notice of articles.

SECTION 41: [Business Corporations Act, adds

section 442.1] allows

the Lieutenant Governor in Council to prescribe Pre-existing Company Provisions

and applies those provisions to every pre-existing company.

SECTION 42: [Business Corporations Act, amends the Schedule]

increases the fee for filing an annual report and adds provision for a fee for

a transition package.

Advanced Education Statutes Amendment Act, 2003

SECTION 43: [Advanced Education Statutes Amendment Act, 2003, re-enacts

section 9] changes a reference to the Company Act in the College

and Institute Act to a reference to the Business Corporations Act .

SECTION 44: [Advanced Education Statutes Amendment Act, 2003, re-enacts

section 26] changes a reference to the Company Act in the Royal

Roads University Act to a reference to the Business Corporations Act .

SECTION 45: [Advanced Education Statutes Amendment Act, 2003, re-enacts

section 30] changes a reference to the Company Act in the University

Act to a reference to the Business Corporations Act .

Coastal Ferry Act

SECTION 46: [Coastal Ferry Act, amends

section 1] changes a reference

to the Company Act in the Coastal Ferry Act to a reference to

the Business Corporations Act .

SECTION 47: [Coastal Ferry Act, re-enacts

section 9] identifies

the provisions of the Business Corporations Act that apply to the Coastal

Ferry Act .

SECTION 48: [Coastal Ferry Act, amends

section 19] removes a

reference to the Company Act where there is no provision in the Business

Corporations Act corresponding to the Company Act reference.

SECTION 49: [Coastal Ferry Act, amends

section 68] updates a

cross reference to the Company Act in the Coastal Ferry Act with

a cross reference to the Business Corporations Act .

Emergency Communications Corporations Act

SECTION 50: [Emergency Communications Corporations Act, amends

section

5] is consequential to the amendment made by

section 12 of this Bill

Industry Training Authority Act

SECTION 51: [Industry Training Authority Act, amends

section 12]

allows the Lieutenant Governor in Council to prescribe that certain provisions

of the Business Corporations Act apply to the industry training authority.

SECTION 52: [Industry Training Authority Act, re-enacts

section 14]

provides that the Business Corporations Act does not apply to the industry

training authority unless it is applied by regulation under the Industry

Training Authority Act .

Liquor Distribution Act

SECTION 53: [Liquor Distribution Act, amends

section 10.1] changes

a reference to Company Act in the Liquor Distribution Act to a

reference to the Business Corporations Act .

Museum Act

SECTION 54: [Museum Act, amends

section 17] updates a cross reference

to the Company Act in the Museum Act with a cross reference to

the Business Corporations Act .

SECTION 55: [Museum Act, amends

section 21] is consequential

to the repeal of the Company Act and its replacement with the Business

Corporations Act , and to the repeal of the Company Clauses Act by

the Business Corporations Amendment Act, 2003 .

Private Career Training Institutions Act

SECTION 56: [Private Career Training Institutions Act, amends

section

5] substitutes the new auditor qualification provisions of the Business

Corporations Act for the Company Act auditor qualification provisions.

Railway Act

SECTION 57: [Railway Act, amends

section 8] harmonizes the language

of the Railway Act with the language of the Business Corporations

Act and is otherwise consequential to the repeal of the Company Act

and its replacement with the Business Corporations Act .

SECTION 58: [Railway Act, re-enacts

section 11] harmonizes the

share capital provisions of the Railway Act with the language of the

Business Corporations Act .

School Act

SECTION 59: [School Act, amends

section 95.7] describes what

charter documents must be changed for a School Act company to conform

with the Business Corporations Act .

Small Business Venture Capital Act

SECTION 60: [Small Business Venture Capital Act, amends

section 24]

updates a cross reference to the Company Act in the Small Business

Venture Capital Act with a cross reference to the Business Corporations

Act .

Transmission Corporation Act

SECTION 61: [Transmission Corporation Act, amends

section 1]

removes a reference to the Company Act .

SECTION 62: [Transmission Corporation Act, amends

section 2]

updates a cross reference to the Company Act in the Transmission Corporation

Act with a cross reference to the Business Corporations Act .

Copyright (c) 2003: Queen's Printer, Victoria, British Columbia, Canada