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              This Act is current to June 10, 2020
              See the Tables of Legislative Changes for this Act’s legislative history, including any changes not in force.

              Business Corporations Act

              [SBC 2002] CHAPTER 57

              Assented to October 31, 2002

              Contents
              Part 1 — Interpretation and Application
              Division 1 — Interpretation
              1Definitions
              2Corporate relationships
              3When a company is recognized
              Division 2 — Application
              4Special Act corporations
              5Dissolution
              Division 3 — Distribution of Records
              6Mailing of records
              7Sending of records
              8Furnishing of records by registrar
              9Service of records in legal proceedings
              Part 2 — Incorporation
              Division 1 — Formation of Companies
              10Formation of company
              11Notice of articles
              12Articles
              13Incorporation
              14Withdrawal of application for incorporation
              15Obligations of completing party
              16Articles on incorporation
              17Effect of incorporation
              18Evidence of incorporation
              19Effect of notice of articles and articles
              20Pre-incorporation contracts
              Division 2 — Corporate Names
              21Name of company
              22Reservation of name
              23Form of name of a company
              24Restrictions on use of name
              25Multilingual names
              26Assumed names
              27Name to be displayed
              28Registrar may order change of name
              29Other changes of name
              Division 3 — Capacity and Powers
              30Capacity and powers of company
              31Joint tenancy in property
              32Extraterritorial capacity
              33Restricted businesses and powers
              Division 4 — Company Offices
              34Registered and records offices
              35Change of registered or records office
              36Change of agent's office
              37Completion of change of address
              38Withdrawal of notice of change of address
              39Transfer of registered office by agent
              40Elimination of registered office
              41Transfer of records office by agent
              Division 5 — Company Records
              42Records office records
              43Records may be kept at other locations
              44Maintenance of records
              45Missing records
              46Inspection of records
              47Repealed
              48Copies
              49List of shareholders
              50Remedies on denial of access or copies
              51Company to file annual report
              Part 2.1 — Unlimited Liability Companies
              51.1Definition
              51.11Notice of articles of unlimited liability company must include statement
              51.2Statement on certificate
              51.21Corporate name
              51.3Liability of shareholders of unlimited liability companies
              51.31Alteration of notice of articles to become unlimited liability company
              51.4Alteration of notice of articles to become limited company
              51.5Amalgamations restricted
              51.6Amalgamation resulting in unlimited liability company
              51.7Amalgamation resulting in limited company
              51.8Continuation into British Columbia as unlimited liability company
              51.9Continuation of foreign unlimited liability corporation into British Columbia as limited company prohibited
              Part 2.2 — Community Contribution Companies
              51.91Definitions
              51.911Notice of articles of community contribution company
              51.92Community purposes
              51.921Corporate name
              51.93Directors and officers
              51.931Transfer of assets prohibited
              51.94Restrictions on dividends and interest
              51.941Redemption or purchase of shares or reduction of capital
              51.95Distribution of assets on dissolution of community contribution company
              51.951No waiver of financial statements
              51.96Community contribution report
              51.97Alteration of notice of articles to become community contribution company
              51.98Amalgamation resulting in community contribution company
              51.99Amalgamation into foreign jurisdiction and continuation out of British Columbia prohibited
              Part 3 — Finance
              Division 1 — Authorized Share Structure
              52Kinds, classes and series of shares
              53Description of authorized share structure
              54Change in authorized share structure
              55Alterations may be expressed in a single resolution
              Division 2 — Share Attributes
              56Share is personal estate
              57Contents of share certificate
              58Special rights or restrictions
              58.1Replacing bearer share certificates
              59Classes of shares
              60Shares in series
              61No interference with class or series rights without consent
              Division 3 — Allotment and Issue of Shares
              62Issue of shares
              63Issue price for shares
              64Payment of consideration for shares
              65Deemed receipt of payment
              66Repealed
              67Commissions and discounts
              68Validation of creation, allotment or issue of shares
              69Fractional shares
              70Dividends
              71Discharge for payment
              Division 4 — Capital
              72Capital
              73Special rule
              74Reduction of capital
              75Exception to section 74
              Division 5 — Conversion, Exchange or Acquisition of Shares by Company
              76Conversion or exchange
              77Company may redeem or purchase or otherwise acquire shares
              78Purchase or acquisition prohibited when insolvent
              79Redemption prohibited when insolvent
              80-81Repealed
              82Cancellation and retention of shares
              83Elimination of fractional shares
              Division 6 — Purchase of Shares by Subsidiary
              84Definitions
              85Subsidiary may purchase shares of parent
              86Purchase prohibited when insolvent
              Division 7 — Liability of Shareholders
              87Liability of shareholders
              88Shareholder's liability for partly paid shares of a pre-existing company
              89Liability of former and present shareholders on bankruptcy or winding up
              Division 8 — Trust Indentures
              90Definitions
              91Application
              92Eligibility of trustee
              93Persons holding debentures may request information from trustee
              94Information for trustee
              95Evidence of compliance with trust indenture
              96Contents of evidence of compliance
              97Additional evidence of compliance
              98Notice of default
              99Trustee's duty of care
              100Reliance on statements
              101Trustee not relieved from duties
              Division 9 — Debentures
              102Validity of perpetual debenture
              103Enforcement of contract to take debentures
              104Issue of redeemed debenture
              Division 10 — Receivers and Receiver Managers
              105Powers of directors and officers
              106Duties of receiver and receiver manager
              Part 4 — Shares, Registers and Transfers
              106.1Securities Transfer Act applies
              107Shares may be certificated or uncertificated
              108Shares jointly owned
              109Lost or destroyed certificates
              110Signature on share certificate
              111Securities registers
              112Index of shareholders
              113-114Repealed
              115Powers of personal representative
              116-117Repealed
              118Documents for transmission
              119Effect of documents provided
              Part 5 — Management
              Division 1 — Directors
              120Number of directors
              121First directors
              122Succeeding directors
              123Consent
              124Persons disqualified as directors
              125Share qualification
              126Register of directors
              127Companies to file notices as to directors
              128When directors cease to hold office
              129Application to remove self as director or officer
              130Memorandum or articles may apply to vacancies among directors
              131Vacancies among directors
              132Vacancies among class or series directors
              133End of term of replacement director
              134Loss of quorum
              135If no directors in office
              Division 2 — Powers and Duties of Directors, Officers, Attorneys, Representatives and Agents
              136Powers and functions of directors
              137Powers of directors may be transferred
              138Application of this Act to persons performing functions of a director
              139Revocation of resolutions
              140Proceedings of directors
              141Officers
              142Duties of directors and officers
              143Validity of acts of directors and officers
              144Corporations may grant power of attorney in writing
              145Corporate representatives
              146Persons may rely on authority of companies and their directors, officers and agents
              Division 3 — Conflicts of Interest
              147Disclosable interests
              148Obligation to account for profits
              149Approval of contracts and transactions
              150Powers of court
              151Validity of contracts and transactions
              152Limitation of obligations of directors and senior officers
              153Disclosure of conflict of office or property
              Division 4 — Liability of Directors
              154Directors' liability
              155Dissent procedure by companies
              156Legal proceedings on liability
              157Limitations on liability
              158Liability if company's name not displayed
              Division 5 — Indemnification of Directors and Officers and Payment of Expenses
              159Definitions
              160Indemnification and payment permitted
              161Mandatory payment of expenses
              162Authority to advance expenses
              163Indemnification prohibited
              164Court ordered indemnification
              165Insurance
              Division 6 — Meetings of Shareholders
              166Location of general meetings
              167Requisitions for general meetings
              168No liability
              169Notice of general meetings
              170Waiver of notice
              171Setting record dates
              172Quorum for shareholders' meetings
              173Voting
              174Participation at meetings of shareholders
              175Pooling agreements
              176Date of resolution
              177Subsidiary not to vote
              178Election of chair
              179Minutes
              180Consent resolutions of shareholders
              181Rules applicable to general meetings apply to other shareholders' meetings
              182Annual general meetings
              183First annual reference date for pre-existing companies
              184Pre-existing reporting company meetings
              185Information for shareholders
              186Powers of court
              Division 7 — Shareholders' Proposals
              187Definitions and application
              188Requirements for valid proposals
              189Rights and obligations arising from proposal
              190No liability
              191Refusal to process proposal
              Division 8 — Insiders
              192Liability of insiders
              Division 9 — General
              193Form and effect of contracts
              194Authentication or certification of records
              195Financial assistance
              Part 6 — Financial Records
              Division 1 — Accounting Records
              196Accounting records required
              Division 2 — Financial Statements
              197Exemption
              198Financial statements
              199Approval for publication
              200Waiver of financial statements
              201Financial statements for qualifying debentureholders
              Part 7 — Audits
              Division 1 — Definition and Application
              202Definition
              203Application of this Part
              Division 2 — Appointment and Removal of Auditors
              204Appointment of auditors
              205Persons authorized to act as auditors
              206Independence of auditors
              207Remuneration of auditors
              208Capacity to act as auditor
              209Removal of auditor during term
              210Change of auditor by public company
              211Replacement auditor must receive representations
              Division 3 — Duties and Rights of Auditors
              212Auditor's duty to examine and report
              213Qualifications on auditor's opinion
              214Shareholders may require auditor's attendance at general meetings
              215Auditor's information to be presented at general meetings
              216Amendment of financial statements and auditor's report
              217Access to records
              218Information as to foreign subsidiaries
              219Right and obligation of auditors to attend meetings
              220Qualified privilege
              Division 4
              221-222Repealed
              Division 5 — Audit Committee
              223Application
              224Appointment and procedures of audit committee
              225Duties of audit committee
              226Provision of financial statements to audit committee
              Part 8 — Proceedings
              Division 1 — Court Proceedings
              227Complaints by shareholder
              228Compliance or restraining orders
              229Remedying corporate mistakes
              230Applications to court to correct records
              231Enforcement of duty to file records
              232Derivative actions
              233Powers of court in relation to derivative actions
              234Relief in legal proceedings
              235Applications to court under this Act
              236Court may order security for costs
              Division 2 — Dissent Proceedings
              237Definitions and application
              238Right to dissent
              239Waiver of right to dissent
              240Notice of resolution
              241Notice of court orders
              242Notice of dissent
              243Notice of intention to proceed
              244Completion of dissent
              245Payment for notice shares
              246Loss of right to dissent
              247Shareholders entitled to return of shares and rights
              Division 3 — Investigations
              248Appointment of inspector by court
              249Conditions applicable to court appointed inspectors
              250Appointment of inspector by company
              251Powers of inspectors
              252Exemption from disclosure to inspectors
              253Reports of inspector
              254Inspectors' reports as evidence in legal proceedings
              255Immunities during investigations
              Part 9 — Company Alterations
              Division 1 — Memorandum, Notice of Articles and Articles
              256Memorandum and articles of pre-existing company not to be altered
              257Alteration to notice of articles
              258Withdrawal of notice of alteration
              259Alteration to articles
              260Shareholders may dissent
              261Alteration to Table 1 articles
              262Articles issued by company must reflect alterations
              263Change of company name
              264Exceptional resolutions and resolutions respecting unalterable provisions
              265Resolution must be passed by greatest majority
              Division 2 — Conversion
              266Conversion of special Act corporations
              267Articles on conversion of special Act corporation
              267.1Interpretation for sections 267.2, 267.3 and 268
              267.2Conversion of member-funded societies
              267.3Articles on conversion of member-funded society
              268Effect of conversion
              Division 3 — Amalgamation
              269Amalgamation permitted
              270Amalgamation agreements
              271Shareholder adoption of amalgamation agreements
              272Shareholders may dissent
              273Vertical short form amalgamations
              274Horizontal short form amalgamations
              275Formalities to amalgamation
              276Amalgamations with court approval
              277Amalgamations without court approval
              278Notice to creditors in relation to an amalgamation without court approval
              279Amalgamation
              280Withdrawal of amalgamation application
              281Registrar's duties on amalgamation
              282Effect of amalgamation
              Division 4 — Amalgamation into a Foreign Jurisdiction
              283Definitions
              284Amalgamations into foreign jurisdictions
              285When amalgamation under this Division prohibited
              286After amalgamation
              287Shareholders may dissent
              Division 5 — Arrangements
              288Arrangement may be proposed
              289Adoption of arrangement
              290Information regarding arrangement
              291Role of court in arrangements
              292Required filings
              293Obligations on company if memorandum altered
              294Obligations on company if articles altered
              295If arrangement includes amalgamation
              296Application of Act to arrangements
              297Binding effect of arrangements
              298Abandoning arrangements
              299Withdrawal of arrangement records
              Division 6 — Compulsory Acquisitions
              300Acquisition procedures
              Division 7 — Disposal of Undertaking
              301Power to dispose of undertaking
              Division 8 — Transfer of Incorporation
              302Application for continuation into British Columbia
              303Continuation
              304Withdrawal of continuation application
              305Effect of continuation
              306Rights preserved
              307Articles for a continued company
              308Application for continuation out of British Columbia
              309Shareholders may dissent
              310When continuation out of British Columbia prohibited
              311After continuation
              Part 10 — Liquidation, Dissolution, Restoration and Reinstatement
              Division 1 — Definitions and Application
              312Definitions
              313Application of this Part
              Division 2 — Voluntary Dissolution without Liquidation
              314Authorization for voluntary dissolution
              315Provision for unpaid debts and undelivered assets
              316Application for voluntary dissolution
              317Date of dissolution
              318Withdrawal of application for dissolution
              Division 3 — Voluntary Liquidation
              319Authorization for liquidation
              320Limits on liquidator
              321Statement of intent to liquidate
              322Resignation and removal of liquidators in voluntary liquidations
              323Withdrawal of statement of intent to liquidate
              Division 4 — Powers and Duties of the Court
              324Court may order company be liquidated and dissolved
              325Court orders respecting liquidations
              326Remuneration of liquidator appointed by court
              Division 5 — Liquidators
              327Qualifications of liquidators
              328Validity of acts of liquidators
              329Filing of notices
              330Duties of liquidators
              331Notice to creditors
              332Limitations on claimants
              333Liquidation records office
              334Powers of liquidators
              335Recovery of property by liquidators
              336Right to distribution in money
              337Provision for unpaid debts and undelivered assets
              338Obligation to prepare accounts
              339Limitations on liability
              Division 6 — Corporate Status before Dissolution
              340Capacity of companies in liquidation
              Division 7 — Proceedings for Dissolution
              341Completion of liquidation
              342Court approval of dissolution in court ordered liquidations
              343Application for dissolution
              Division 8 — Effect of Dissolution
              344Effect of dissolution
              345Certificates of dissolution
              346Dissolved companies deemed to continue for litigation purposes
              347Liabilities survive
              348Liability of shareholders of dissolved companies
              349Dissolved company's assets available to judgment creditors
              Division 9 — Discharge of Liquidators of Dissolved Companies
              350Discharge of liquidator by court order
              Division 10 — Records of Dissolved Companies
              351Custody of records
              352Entitlement to inspect records of dissolved companies
              353Remedies on denial of access to or copies of records of dissolved companies
              Division 11 — Restoration and Reinstatement
              354Definitions and interpretation
              355Pre-requisites to application
              356Applications to the registrar for restoration
              357Contents of application to the registrar for restoration
              358Registrar must restore
              359Limited restoration by registrar
              360Applications to the court for restoration
              361Limited restoration by court
              362Filing of restoration application with the registrar
              363Restrictions on restoration
              364Effect of restoration of company
              364.1Reinstatement of registration of foreign entity as extraprovincial company
              364.2Registrar must reinstate
              364.3Limited reinstatement by registrar
              364.4Restrictions on reinstatement
              365Effect of reinstatement of extraprovincial company
              366Name on restoration
              367Registrar's duties after restoration or reinstatement
              368Corporate assets to be returned to restored company
              Division 12 — Post-restoration Transition for Pre-existing Companies
              369Definition
              370Transition — restored pre-existing companies
              371Post-restoration transition application
              372Alteration to articles of restored company
              373Timing and effect of post-restoration transition
              Part 11 — Extraprovincial Companies
              Division 1 — Registration
              374Definitions
              375Foreign entities required to be registered
              376Application for registration
              377Registration as an extraprovincial company
              378Effect of registration
              379Amalgamation of extraprovincial company
              380Extraprovincial companies to file annual report
              381Extraprovincial companies to notify registrar of changes
              382Change of name of extraprovincial companies
              383Cancellation or change of assumed name of extraprovincial company
              384Liability if name of extraprovincial company not displayed
              385Enforcement of duty to file records
              Division 2 — Attorneys for Extraprovincial Companies
              386Attorneys to be appointed
              387First attorneys
              388Authorization of attorneys
              389Appointment of attorneys
              390Withdrawal of appointment
              391Change of address of attorneys
              392Withdrawal of notice of change of address
              393Revocation of appointments of attorneys
              394Withdrawal of revocation of appointment
              395Resignations of attorneys
              396Obligation to maintain head office or attorney
              Division 3 — Cancellation of Registration of Extraprovincial Companies
              397Registrar may cancel registration of defunct extraprovincial companies
              398Lieutenant Governor in Council may cancel registration of extraprovincial companies
              399Registrar's duties on cancellation of registration
              Division 4 — Designated Provinces and Extraprovincial Companies from Designated Provinces
              399.1Definitions
              399.2Power to make regulations
              399.3Registrar may enter into agreement
              Part 12 — Administration
              Division 1 — Office of Registrar
              400Appointment of registrar and staff
              401Seal of office
              402Registrar may suspend services and functions
              403Service of records on registrar
              404Examination of registrar
              405Repealed
              406Appeal to court
              Division 2 — Records Filed with or Issued by the Registrar
              407Means of filing
              408Filing of records
              409Future dated filing of records
              410Limitation on future dated filings
              411Default of filing
              412Maintenance of records filed with the registrar
              413Deficient filings
              414Correction of registers
              415Validity of register
              415.1Beginning of date
              416Inspection and copies of records
              417Lost or destroyed records
              418Registrar may issue records
              419Effect of records issued by registrar
              420Correction of certificates and other certified records
              421No constructive notice
              Division 3 — Powers of Dissolution and Cancellation
              422Dissolutions and cancellations of registration by registrar
              423Lieutenant Governor in Council may cancel incorporation of company
              424Publication of notice of dissolution
              Division 4 — Offences and Penalties
              425Offence Act
              426Offences
              427Misleading statements an offence
              428Penalties
              429Additional liabilities
              430Limitation period
              Division 5 — Fees and Regulations
              431Fees
              432Power to make regulations
              Part 13 — Reporting Companies
              433Prescribed provisions
              434Obligations of pre-existing reporting companies
              435Lieutenant Governor in Council may make exclusions
              Part 14 — Transitional, Repeals and Commencement
              Division 1 — Charter Transition
              436Transition — pre-existing companies
              437Transition application
              438Alteration to articles
              439Timing and effect of transition
              Division 2 — Company Transition
              440Registered and records office of pre-existing company
              441Prescribed address
              442Name of specially limited company
              442.1Pre-existing Company Provisions
              Division 3 — Extraprovincial Company Transition
              443Head office of pre-existing extraprovincial company
              444Attorney for pre-existing extraprovincial company
              Division 4 — General
              445Repeals
              446Portions of this Part repealed
              447Commencement
              Schedule
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