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2002 Legislative Session: 3rd 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 20 – 2002

REGISTRY STATUTES

AMENDMENT ACT, 2002

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

Company Act

Section 338 (1) of the Company Act, R.S.B.C. 1996, c. 62, is repealed and the following substituted:

(1) A record, document or instrument that is, by this Act, required or permitted to be filed or registered with the registrar

(

a) must be submitted to the registrar for filing in the prescribed manner,

(

b) must, in the opinion of the registrar, be legible and suitable for microfilming or electronic or digital imaging or storage, and

Section 350 (2) is amended by adding the following paragraphs:

(

k) respecting the manner and form in which, and the method by which, records and information may be provided or submitted to, or provided or certified by, the registrar;

(

l) prescribing records and information that must be provided or submitted to the registrar in, or in conjunction with, any record provided to the registrar or submitted to the registrar for filing, with power to prescribe different records and information for different situations;

(

m) respecting the manner in which, and the method by which, records and information may be mailed, sent or otherwise provided, and the requirements that a person must meet to mail, send or otherwise provide or receive records or information in an electronic or other format for the purposes of this Act, with power to prescribe different manners, methods and requirements for different records, information and situations.

Manufactured Home Act

Section 41 (2) of the Manufactured Home Act, R.S.B.C. 1996, c. 280, is amended by adding the following paragraphs:

(

i) respecting the manner and form in which, and the method by which, records and information may be provided or submitted to, or provided or certified by, the registrar;

(

j) prescribing records and information that must be provided or submitted to the registrar in, or in conjunction with, any record provided to the registrar or submitted to the registrar for filing, with power to prescribe different records and information for different situations;

(

k) respecting the manner in which, and the method by which, records and information may be mailed, sent or otherwise provided, and the requirements that a person must meet to mail, send or otherwise provide or receive records or information in an electronic or other format for the purposes of this Act, with power to prescribe different manners, methods and requirements for different records, information and situations.

Partnership Act

4 The Partnership Act, R.S.B.C. 1996, c. 348, is amended by adding the following

section to

Part 4:

Definition

80.1 In this Part, "registration statement" means

(

a) a registration statement in the prescribed form, or

(

b) prescribed information submitted to the registrar in the prescribed manner.

Section 81 is repealed and the following substituted:

Duty of general partnership to file registration statement

(1) All persons associated in partnership for trading, manufacturing or mining purposes must cause to be filed with the registrar a registration statement.

(2) Any person who has received the approval of all of the partners of a firm to do so may, on behalf of the partners, submit, in the prescribed manner, a registration statement to the registrar for filing in relation to the firm.

(3) If a registration statement submitted to the registrar for filing under subsection (2) is satisfactory to the registrar and the prescribed fee is paid, the registrar must

(

a) maintain the information contained in the registration statement,

(

b) send, by mail, fax or electronic means, to each of the persons identified in the registration statement as partners of the firm, a notice setting out the information contained in the registration statement, and

(

c) acknowledge receipt and filing of the registration statement, and the date it was filed, by sending an acknowledgment by mail, fax or electronic means to the person who submitted the registration statement for filing.

Section 82 is amended by striking out "declaration" and substituting

"registration statement" .

Section 83 is amended

(

a) in subsection (1) by striking out "declaration must in a similar manner" and substituting

"registration statement must" ,

(

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

(2) Every new registration statement filed under subsection (1) must reflect the alteration in the membership of the firm or in the firm name. , and

(

c) by repealing subsection (3).

Section 84 is repealed and the following substituted:

Allegations in registration statement as evidence

84 The allegations contained in a registration statement filed under

section 81 or 83 are evidence

(

a) of the existence of the firm referred to in the registration statement,

(

b) that the persons identified as partners in the registration statement are partners of the firm, and

(

c) of any other information contained in those allegations.

Section 85 is amended

(

a) by repealing subsection (1),

(

b) in subsection (2) by striking out "being a partner, fails to declare that fact as required by

section 81 or 83." and substituting

"although a partner, has not been identified as a partner of that firm in a registration

statement." ,

(

c) in subsection (3) by striking out "despite a failure to make a required declaration, may be sued jointly with the partners mentioned in the declaration," and substituting

"despite not having been identified as a partner of the firm in a registration statement, may be sued jointly with the partners mentioned in the registration

statement," , and

(

d) in subsection (4) by striking out "each other, except that a declaration under

section 81 or 83 must not be controverted by any signer of it." and substituting

"each other."

Section 86 is amended

(

a) in subsection (1) by striking out "may sign a declaration certifying the dissolution of the firm." and substituting

"may, in the prescribed manner, submit to the registrar for filing a notice advising the registrar of the dissolution of the

firm." ,

(

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

(2) A notice under subsection (1) must

(

a) be in a form that is satisfactory to the registrar, or

(

b) if the form of the notice is prescribed, be in the prescribed form. , and

(

c) by repealing subsection (3).

Section 87 (1) is amended by striking out "declaration" and substituting

"registration statement" .

Section 88 is amended

(

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

"registration statement" , and

(

b) by repealing subsection (2).

Section 89 (1) is amended by striking out "declaration" and substituting

"registration statement" .

Section 90 is amended

(

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

"Subject to subsection (6), the registrar" , and

(

b) by adding the following subsection:

(6) The registrar need not comply with this

section in relation to

(

a) a declaration filed under this Act if the information contained in that declaration is maintained by the registrar in a manner contemplated by

section 90.2 (2) (b), and

(

b) a registration statement filed with the registrar under this Act.

Section 90.1 is repealed.

16 The following sections are added to

Part 4:

Reproduction of records filed with the registrar

90.2

(1) If a record is filed with the registrar under this Act, the registrar may have the information contained in that record

(

a) photographed,

(

b) stored electronically or digitally in any form the registrar considers appropriate, or

(

c) reproduced in any other prescribed manner.

(2) If a record filed with the registrar under this Act, or information contained in such a record, is maintained by the registrar in paper form, the registrar must

(

a) maintain the record, or the information contained in the record, in paper form, or

(

b) convert the record, or the information contained in the record, into another form under subsection (1), in which event

(

i) the registrar must retain the photograph, stored information or reproduction,

(ii) the registrar may destroy the paper form of the record, and

(iii) the photograph, stored information or reproduction is, for all purposes, deemed to be the record or information, as the case may be, photographed, stored or reproduced.

(3) If a record filed with the registrar under this Act, or information contained in such a record, is maintained by the registrar other than in paper form,

(

a) any copies of that information or that record that the registrar is required to provide must be provided in paper form or in any other prescribed form, and

(

b) any report prepared by the registrar that consists of information contained in that record, if that report is certified by the registrar or by a person designated by the registrar as a signing officer, is admissible in evidence in place of and to the same extent as the portion of the record that contained that information.

Search of the register

90.3 Any person may, in the manner and to the extent permitted by the regulations,

(

a) conduct a search of the information maintained by the registrar under this Act according to

(

i) the name of a firm, or

(ii) the name of a partner,

(

b) inspect the records and information maintained by the registrar under this Act,

(

c) obtain a copy of all or any part of a record maintained by the registrar under this Act, and

(

d) require that a copy of all or part of a record maintained by, or provided or issued by, the registrar under this Act be certified by the registrar or by a person designated by the registrar as a signing officer.

Misleading statements an offence

90.4

(1) Subject to subsection (3), a person who makes or assists in making a statement in a registration statement, a notice of dissolution or any other record filed with the registrar under this Act commits an offence if the statement

(

a) is, at the time and in light of the circumstances under which it is made, false or misleading in respect of any material fact, or

(

b) omits any material fact, the omission of which makes the statement false or misleading.

(2) If a corporation commits an offence under subsection (1), any director or officer of the corporation who knowingly authorized, permitted or acquiesced in the commission of the offence is party to and guilty of the offence.

(3) A person is not guilty of an offence under this

section if that person

(

a) did not know that the statement was false or misleading, and

(

b) with the exercise of reasonable diligence, could not have known that the statement was false or misleading.

Penalty

90.5 A person who commits an offence under

section 90.4 is liable,

(

a) in the case of a person other than an individual, to a fine of not more than $5 000, or

(

b) in the case of an individual, to a fine of not more than $2

Section 92 is amended by adding the following subsection:

(2.1) Without limiting subsection (1) of this section, the Lieutenant Governor in Council may make regulations as follows:

(

a) respecting the manner and form in which, and the method by which, records and information may be provided or submitted to, or provided or certified by, the registrar;

(

b) prescribing records and information that must be provided or submitted to the registrar in, or in conjunction with, any record provided to the registrar or submitted to the registrar for filing, with power to prescribe different records and information for different situations;

(

c) respecting the manner in which, and the method by which, records and information may be mailed, sent or otherwise provided, and the requirements that a person must meet to mail, send or otherwise provide or receive records or information in an electronic or other format for the purposes of this Act, with power to prescribe different manners, methods and requirements for different records, information and situations.

Personal Property Security Act

Section 46 (1) of the Personal Property Security Act, R.S.B.C. 1996, c. 359, is repealed and the following substituted:

(1) The registrar may have any record or information that is filed with the registrar under this Act, or that is otherwise maintained by the registrar, photographed, stored in electronic or digital form or reproduced in any other prescribed manner, and the photograph, stored record or reproduction is, for all purposes, deemed to be the record or information photographed, stored or reproduced.

Section 76 (1) is amended by adding the following paragraphs:

(

u) respecting the manner and form in which, and the method by which, records and information may be provided or submitted to, or provided or certified by, the registrar;

(

v) prescribing records and information that must be provided or submitted to the registrar in, or in conjunction with, any record provided to the registrar or submitted to the registrar for filing, with power to prescribe different records and information for different situations;

(

w) respecting the manner in which, and the method by which, records and information may be mailed, sent or otherwise provided, and the requirements that a person must meet to mail, send or otherwise provide or receive records or information in an electronic or other format for the purposes of this Act, with power to prescribe different manners, methods and requirements for different records, information and situations.

Transitional – Partnership Act

(1) In this section, "firm" has the same meaning as in the Partnership

Act .

(2) Sections 84, 85 and 87 of the Partnership Act , as those sections read before the coming into force of this Act, continue to apply, in respect of each firm and other person in respect of whom they would otherwise have applied had this Act not been enacted, until a registration statement is filed under the Partnership Act in respect of the firm.

(3) A reference in

section 84 or 85 of the Partnership

Act , as those sections apply for the purposes of subsection (2) of this section, to

section 81 or 83 of the Partnership Act is deemed to be a reference to that

section 81 or 83 of that Act as it read before the coming into force of this Act.

Commencement

21 Sections 1 to 20 of this Act come into force by regulation of the Lieutenant Governor in Council.

Explanatory Notes

Company Act

SECTION 1: [Company Act, repeals and replaces

section 338 (1)] requires that documents

be submitted for filing with the registrar in a prescribed manner and in a form

that will allow the information to be electronically stored.

SECTION 2: [Company Act, adds

section 350 (2) (k), (

l) and (m)] allows the Lieutenant

Governor in Council to make regulations respecting the filing of information

and documents with the registrar and the provision of documents to or by the

registrar.

Manufactured Home Act

SECTION 3: [Manufactured Home Act, adds

section 41 (2) (i), (

j) and (k)] allows the Lieutenant

Governor in Council to make regulations respecting the filing of information

and documents with the registrar and the provision of documents to or

by the registrar.

Partnership Act

SECTION 4: [Partnership Act, enacts

section 80.1] is self explanatory.

SECTION 5: [Partnership Act, re-enacts

section 81] replaces the requirement to file a

declaration with a requirement to file a registration statement.

SECTION 6: [Partnership Act, amends

section 82] harmonizes the language of this

section

with the new requirement to file a registration statement created by the re-

enactment of

section 81 of the Partnership Act by

section 5 of this Bill.

SECTION 7: [Partnership Act, amends

section 83] harmonizes the

language of this

section with the new requirement to file a registration statement

created by the re-enactment of

section 81 of the Partnership Act by

section

5 of this Bill.

SECTION 8: [Partnership Act, re-enacts

section 84] harmonizes the language of this

section with the new requirement to file a registration statement created by the

re-enactment of

section 81 of the Partnership Act by

section 5 of this Bill, and

clarifies that the contents of the registration statement are evidence, which may

be disproved by contrary evidence, of the contents of that statement.

SECTION 9: [Partnership Act, amends

section 85] harmonizes the

language of this

section with the new requirement to file a registration statement

created by the re-enactment of

section 81 of the Partnership Act by

section

5 of this Bill, and in proposed

section 85 (4), removes the provision that made

the information included in a declaration uncontrovertible.

SECTION 10: [Partnership Act, amends

section 86] replaces the requirement to file a declaration

certifying the dissolution of a firm with a requirement to file a notice to

that effect.

SECTION 11: [Partnership Act, amends

section 87 (1)] harmonizes the language of this

section with the new requirement to file a registration statement created by the

re-enactment of

section 81 of the Partnership Act by

section 5 of this Bill.

SECTION 12: [Partnership Act, amends

section 88] harmonizes the

language of this

section with the new requirement to file a registration statement

created by the re-enactment of

section 81 of the Partnership Act by

section

5 of this Bill.

SECTION 13: [Partnership Act, amends

section 89 (1)] harmonizes the language of this

section with the new requirement to file a registration statement created by the

re-enactment of

section 81 of the Partnership Act by

section 5 of this Bill.

SECTION 14: [Partnership Act, amends

section 90] removes from the registrar the requirement

to keep information in the manner set out in

section 90 of the Partnership

Act if the information has been converted or reproduced under proposed

section 90.2 or if the information is provided in a registration statement.

SECTION 15: [Partnership Act, repeals

section 90.1] repeals a provision rendered unnecessary

by the replacement of the filing of declarations by the filing of registration

statements or notices as a result of the re-enactment of

section 81 and the

amendment of

section 86 of the Act by this Bill.

SECTION 16: [Partnership Act, enacts sections 90.2 to 90.5]

allows the registrar to convert information provided in paper form to another

permitted form;

clarifies how searches of the registry may be conducted;

provides the registrar with the authority to refuse to file records in

specified circumstances;

provides that making a misleading statement is an offence;

provides penalties for the offence created under proposed

section 90.4.

SECTION 17: [Partnership Act, adds

section 92 (2.1)] allows the Lieutenant Governor in

Council to make regulations respecting the filing of information and

documents with the registrar and the provision of documents to or by the registrar.

Personal Property Security Act

SECTION 18: [Personal Property Security Act, repeals and replaces

section 46 (1)] allows

the registrar to convert information provided in paper form to another

permitted form.

SECTION 19: [Personal Property Security Act, adds

section 76 (1) (u), (

v) and (w)] allows

the Lieutenant Governor in Council to make regulations respecting the filing

of information and documents with the registrar and the provision of

documents to or by the registrar.

SECTION 20: [Transitional – Partnership Act] continues the effect of sections 84, 85 and 87

of the Partnership Act, as those sections read before the coming into force of

this Bill, on firms and partners until a registration statement is filed in relation

to the firm.

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