Business Corporations Act [SBC 2002] c. 57

• Jurisdiction: British Columbia
• Reference: [SBC 2002] c. 57
• Year: 2002
• Act Number: [SBC 2002] c. 57
• Type of Document: Acts

Part 1 — Interpretation and Application

Division 1 — Interpretation

Definitions

1 (1) In this Act:

"affidavit", when used in relation to a person, means,

(a) if the person is an individual, an affidavit or statutory declaration of the individual,

(b) if the person is a corporation, an affidavit or statutory declaration of a director or officer of the corporation,

(c) if the person is a partnership, an affidavit or statutory declaration of a partner of the partnership, or

(d) if the person is a limited liability company, an affidavit or statutory declaration of

(i) a manager of the limited liability company, or

(ii) if the limited liability company does not have a manager, any member of the limited liability company with signing authority for it;

"affiliate" means a corporation that is affiliated with another corporation within the meaning of section 2;

"agent or employee of the government" includes an independent contractor employed by the government;

"alter" includes create, add to, vary and delete;

"amalgamated company" means the company resulting from an amalgamation of corporations contemplated by section 269 or 295;

"annual reference date" means, for an annual reference period applicable to a company,

(a) the date in that annual reference period on which the company holds its annual general meeting, or,

(b) if the company does not hold an annual general meeting in that annual reference period,

(i) the date, in that annual reference period, selected by the shareholders under section 182 (3), or

(ii) if no such date is selected, the last day of that annual reference period,

and includes, for a pre-existing company that has neither held an annual general meeting under this Act nor passed a resolution under section 182 (2) that complies with section 182 (3), the first annual reference date applicable to that company under section 183;

"annual reference period" means, in relation to a company, the period that

(a) begins on

(i) the date of the recognition of the company, or

(ii) if the company has had one or more annual reference dates, the day following the date of the most recent of those annual reference dates, and

(b) ends on the date by which the company is required, under section 182 (1) without reference to section 182 (2) to (5), to hold the annual general meeting that is to follow the date referred to in paragraph (a) of this definition;

"appoint", in relation to a director of a company, means appoint within the meaning of subsection (3) of this section;

"articles" means the record described in section 12, and includes

(a) the articles or articles of association of a pre-existing company,

(b) the bylaws of a company incorporated

(i) under a former Companies Act, if that Act did not provide for articles or articles of association, or

(ii) by a special or private Act, and

(c) any other record that under this Act constitutes the articles of a company;

"attorney", except in the first usage of the term in each of paragraphs (a) and (b) of section 444 (1), means, in relation to an extraprovincial company, a person who is an attorney for the extraprovincial company within the meaning of Division 2 of Part 11;

"auditor" includes

(a) a partnership of auditors carrying on the business of an auditor, and

(b) a corporation, or a partnership of corporations, carrying on the business of an auditor;

"Authority" means the BC Financial Services Authority established under section 2 of the Financial Services Authority Act;

"authorized share structure" means the kinds, classes and series of shares, and the limits, if any, on the number of shares of those kinds, classes and series of shares, that a company is authorized, by its articles, notice of articles or memorandum, to issue;

"beneficially own" includes own through any trustee, personal or other legal representative, agent or other intermediary;

"benefit company" means a company that has a benefit statement in its notice of articles;

"benefit provision", in relation to a benefit company, means the provision in the benefit company's articles that sets out certain commitments, required under section 51.992 (2);

"benefit report", in relation to a benefit company, means a report produced under section 51.994 (2);

"benefit statement", in relation to a benefit company, means the statement in the benefit company's notice of articles, required by section 51.992 (1);

"branch securities register" means a register maintained under section 111 (2);

"British Columbia corporation" means

(a) a company, or

(b) a corporation, other than a company or a foreign corporation, that is created in or continued into British Columbia;

"central securities register" means the register maintained under section 111 (1);

"charter", in relation to a corporation, includes

(a) the corporation's articles, notice of articles or memorandum, regulations, bylaws or agreement or deed of settlement, and

(b) if the corporation was incorporated, continued or converted by or under, or if the corporation resulted from an amalgamation under, an Act, statute, ordinance, letters patent, certificate, declaration or other equivalent instrument or provision of law, that record;

"class meeting" means a meeting of shareholders who hold shares of a particular class of shares;

"community contribution company" means a company that has, in its notice of articles, the statement referred to in section 51.911 (1);

"community contribution report" means a report produced under section 51.96 (2);

"company" means

(a) a corporation, recognized as a company under this Act or a former Companies Act, that has not, since the corporation's most recent recognition or restoration as a company, ceased to be a company, or

(b) a pre-existing trust company or a pre-existing insurance company;

"Company Act, 1996" means the Company Act, R.S.B.C. 1996, c. 62;

"completing party" means

(a) an individual who, in respect of a record that may be submitted to the registrar for filing on a paper form, inserts in the applicable spaces on the paper form information needed to complete the form,

(b) an individual who, in respect of a record that may be submitted to the registrar for filing by any other prescribed method, communicates to the registrar by that prescribed method information needed to complete the record, or

(c) an individual who, in respect of a record that may be submitted to the registrar for filing by an agent or employee of the government, gives to the agent or employee of the government, information needed to complete the record

but does not include an individual who, in that individual's capacity as an agent or employee of the government, inserts or communicates information needed to complete the record;

"consent resolution" means,

(a) in the case of a resolution of shareholders that may be passed as an ordinary resolution, a resolution referred to in paragraph (b) of the definition of "ordinary resolution",

(b) in the case of any other resolution of shareholders, a unanimous resolution, or

(c) in the case of a resolution of directors or a committee of directors, a resolution passed in accordance with section 140 (3) (a);

"corporate register" means the information filed with or recorded by the registrar under this Act or a former Companies Act, and includes any corrections made to that information by the registrar under this Act or a former Companies Act, but does not include the memorandum and articles for a pre-existing company that has complied with section 370 (1) (a) or 436 (1) (a);

"corporation" means a company, a body corporate, a body politic and corporate, an incorporated association or a society, however and wherever incorporated, but does not include a municipality or a corporation sole;

"court", except in sections 118, 124 (2) (b), 246 (f), 277 (3) (b) (iii), 404 (1), 408 (1.01) and 429 (2), means the Supreme Court and, in sections 118, 124 (2) (b), 246 (f), 277 (3) (b) (iii), 404 (1), 408 (1.01) and 429 (2), includes the Supreme Court;

"debenture" includes an instrument, secured or unsecured, issued by a corporation if that instrument is

(a) in bearer form or in registered form,

(b) of a kind commonly dealt in on securities exchanges or markets, or commonly recognized in any area in which it is issued or dealt in as a medium for investment, and

(c) evidence of an obligation or indebtedness of the corporation,

but does not include negotiable unsecured promissory notes maturing within one year after the date of issue;

"deliver", except in section 95, means physically deliver;

"delivery address" means, for an office, the location of that office identified by an address that describes a unique and identifiable location that

(a) is accessible to the public during statutory business hours for the delivery of records, and

(b) except in the case of the head office of an extraprovincial company, is in British Columbia,

but does not include a post office box;

"director" means,

(a) in relation to a company, an individual who is a member of the board of directors of the company as a result of having been elected or appointed to that position, or

(b) in relation to a corporation other than a company, a person who is a member of the board of directors or other governing body of the corporation regardless of the title by which that person is designated;

"electronic meeting" means a fully electronic meeting or a partially electronic meeting;

"exceptional resolution" means

(a) a resolution passed at a general meeting under the following circumstances:

(i) notice of the meeting specifying the intention to propose the resolution as an exceptional resolution is sent to all shareholders holding shares that carry the right to vote at general meetings at least the prescribed number of days before the meeting;

(ii) the articles provide that, of the votes cast on the resolution by shareholders voting shares that carry the right to vote at general meetings, a specified majority must be cast in favour of the resolution before it can pass as an exceptional resolution;

(iii) the majority of votes specified by the articles...