Bc business corporation act pdf

Marginal note: Insider trading — compensation to persons. Marginal note: Insider trading — compensation to corporation. Marginal note: Tipping — compensation to persons. Marginal note: Tipping — compensation to corporation. However, in assessing damages in a situation involving a security of a distributing corporation, the court must consider the following:. Marginal note: Participation in meeting by electronic means. A person participating in a meeting by such means is deemed for the purposes of this Act to be present at the meeting.

Marginal note: Meeting held by electronic means. Marginal note: Order to delay calling of annual meeting. Marginal note: Exception — not a distributing corporation. Marginal note: Exception — shareholders not registered. Marginal note: Persons eligible to make proposals. Marginal note: Information not part of proposal.

The statement and the proposal must together not exceed the prescribed maximum number of words. Marginal note: Corporation may refuse to include proposal.

Marginal note: List of shareholders entitled to receive notice. Marginal note: Voting list — if record date fixed. Marginal note: Voting list — if no record date fixed. Marginal note: Voting while participating electronically. Marginal note: Unanimous shareholder agreement.

Marginal note: Declaration by single shareholder. Marginal note: Execution or signing of proxy. Marginal note: Officers, etc. Marginal note: Exception — solicitation to fifteen or fewer shareholders. Marginal note: Exception — solicitation by public broadcast.

The exemption may have retroactive effect. Marginal note: Instructions to intermediary. Marginal note: Beneficial owner as proxyholder. Marginal note: Approval of financial statements. Marginal note: Subsidiary corporation exemption.

Marginal note: Error in financial statements. Marginal note: Qualified privilege defamation. Marginal note: Information to shareholders and Director. Marginal note: Exception in respect of paragraph 1 c. Marginal note: Limitation on ownership of shares. Marginal note: Change or removal of constraint. Marginal note: Vertical short-form amalgamation. Marginal note: Horizontal short-form amalgamation. Marginal note: Amalgamation under other federal Acts.

Marginal note: Notice deemed to be articles. Marginal note: Amendments in articles of continuance. Continuance under this section does not deprive a holder of any right or privilege that the holder claims under, or relieve the holder of any liability in respect of, an issued share.

Marginal note: Definition of share. Marginal note: Where continued reference to par value shares permissible. Marginal note: Continuance — other jurisdictions. Marginal note: Continuance — other federal Acts.

Marginal note: Delegation of borrowing powers. Marginal note: Extraordinary sale, lease or exchange. Marginal note: Corporation may apply to court. Marginal note: Shareholder application to court. Marginal note: Notice that subsection 26 applies.

Marginal note: Effect where subsection 26 applies. Marginal note: Definition of reorganization. Marginal note: Certificate of reorganization. Marginal note: Definition of arrangement. Marginal note: Application to court for approval of arrangement. However, if there are any applicable provincial securities laws, a corporation may not carry out a going-private transaction unless the corporation complies with those laws.

However, the following do not have the right to vote on the resolution:. Marginal note: Status of dissenter if no court application. Marginal note: Obligation to acquire shares. Marginal note: Definition of court. Marginal note: Rights and obligations preserved. Marginal note: Definition of interested person.

Marginal note: Dissolution before commencing business. Marginal note: Dissolution where property disposed of. Marginal note: Proposing liquidation and dissolution. Marginal note: Statement of intent to dissolve. Marginal note: Certificate of intent to dissolve. Marginal note: Certificate of revocation of intent to dissolve. Marginal note: Exception — non-payment of incorporation fee. Marginal note: Cessation of business and powers.

Marginal note: Right to distribution in money. Marginal note: Definition of shareholder. Marginal note: Return of property on revival. Marginal note: Hearings in camera.

Marginal note: Consent to publish proceedings required. Marginal note: Hearing in camera. Marginal note: Absolute privilege defamation. Marginal note: Information respecting ownership and control.

Marginal note: Solicitor-client privilege or professional secrecy. Version anglaise seulement. Marginal note: Individual or personal body corporate.

Marginal note: Statutory Instruments Act. If the security was acquired in the period between that day and the day, as determined by the court, that the error, omission or misstatement was generally disclosed, the value is to be determined as of the day that it was acquired.

Marginal note: Definition of organized market. Marginal note: Application to determine value. Marginal note: Commencing derivative action. Marginal note: Application to court re oppression. Marginal note: Evidence of shareholder approval not decisive. Marginal note: Court approval to discontinue. Marginal note: Application to court to rectify records. Marginal note: Notice of refusal by Director. Marginal note: Restraining or compliance order. Marginal note: Summary application to court. Marginal note: Offences with respect to reports.

Marginal note: Register of individuals with significant control. Marginal note: Consent and other requirements. Marginal note: Creation and provision of information. Inspecting official — requirements and restrictions.

Part 5 — Management. Division 1 — Directors. Companies to file notices as to directors. Application to remove self as director or officer. Memorandum or articles may apply to vacancies among directors. Vacancies among class or series directors. Powers of directors may be transferred.

Application of this Act to persons performing functions of a director. Validity of acts of directors and officers. Corporations may grant power of attorney in writing. Persons may rely on authority of companies and their directors, officers and agents.

Division 3 — Conflicts of Interest. Approval of contracts and transactions. Validity of contracts and transactions. Limitation of obligations of directors and senior officers. Disclosure of conflict of office or property. Division 4 — Liability of Directors. Liability if company's name not displayed. Indemnification and payment permitted. Division 6 — Meetings of Shareholders. Participation at meetings of shareholders. Rules applicable to general meetings apply to other shareholders' meetings.

First annual reference date for pre-existing companies. Pre-existing reporting company meetings. Division 7 — Shareholders' Proposals. Rights and obligations arising from proposal. Division 8 — Insiders. Division 9 — General. Authentication or certification of records. Part 6 — Financial Records. Division 1 — Accounting Records. Division 2 — Financial Statements.

Financial statements for qualifying debentureholders. Division 1 — Definition and Application. Division 2 — Appointment and Removal of Auditors. Persons authorized to act as auditors.

Replacement auditor must receive representations. Division 3 — Duties and Rights of Auditors. Auditor's duty to examine and report. Shareholders may require auditor's attendance at general meetings.

Auditor's information to be presented at general meetings. Amendment of financial statements and auditor's report. Information as to foreign subsidiaries. Right and obligation of auditors to attend meetings. Division 4. Division 5 — Audit Committee. Appointment and procedures of audit committee. Provision of financial statements to audit committee. Part 8 — Proceedings. Division 1 — Court Proceedings. Applications to court to correct records. Powers of court in relation to derivative actions.

Applications to court under this Act. Division 2 — Dissent Proceedings. Shareholders entitled to return of shares and rights. Division 3 — Investigations. Conditions applicable to court appointed inspectors. Exemption from disclosure to inspectors. Inspectors' reports as evidence in legal proceedings. Part 9 — Company Alterations. Division 1 — Memorandum, Notice of Articles and Articles. Memorandum and articles of pre-existing company not to be altered.

Articles issued by company must reflect alterations. Exceptional resolutions and resolutions respecting unalterable provisions. Resolution must be passed by greatest majority. Division 2 — Conversion. Conversion of special Act corporations. Articles on conversion of special Act corporation. Interpretation for sections Conversion of member-funded societies. Articles on conversion of member-funded society.

Division 3 — Amalgamation. Shareholder adoption of amalgamation agreements. Amalgamations without court approval. Notice to creditors in relation to an amalgamation without court approval. Withdrawal of amalgamation application. Division 4 — Amalgamation into a Foreign Jurisdiction. Amalgamations into foreign jurisdictions. When amalgamation under this Division prohibited. Division 5 — Arrangements. Obligations on company if memorandum altered. Obligations on company if articles altered.

If arrangement includes amalgamation. Kinds, classes and series of shares. Change in authorized share structure. Share is personal estate. Contents of share certificate. Special rights or restrictions. Classes of shares. Shares in series. Issue of shares. Issue price for shares. Payment of consideration for shares. Deemed receipt of payment.

Commissions and discounts. Fractional shares. Discharge for payment. Reduction of capital. Exception to section Conversion or exchange. Company may redeem or purchase. Redemption prohibited when insolvent.

Cancellation and retention of shares. Elimination of fractional shares. Purchase prohibited when insolvent. Liability of shareholders. Eligibility of trustee. Information for trustee. Contents of evidence of compliance. Additional evidence of compliance. Notice of default. Trustee's duty of care. Reliance on statements. Trustee not relieved from duties. Validity of perpetual debenture. Issue of redeemed debenture.

Powers of directors and officers. Right to share certificate. Shares jointly owned. Lost or destroyed certificate. Signature on share. Securities registers. Index of shareholders. Share transferable. Instrument of transfer. Powers of personal representative. Transfer by personal representative. Registration of transfer. Documents for transmission. Effect of documents provided. Number of directors. First directors. Succeeding directors. Persons disqualified as directors.

Share qualification. Register of directors. When directors cease to hold office. Vacancies among directors. End of term of replacement director. Loss of quorum. If no directors in office. Powers and functions of directors. Revocation of resolutions. Proceedings of directors. Duties of directors and officers.

Corporate representatives. Disclosable interests. Obligation to account for profits. Powers of court. Directors' liability. Dissent procedure by companies. Legal proceedings on liability.

Limitations on liability. Authority to advance expenses. Indemnification prohibited. Court ordered indemnification. Location of general meetings. Requisitions for general meetings. Notice of general meetings. Waiver of notice. Setting record dates. Quorum for shareholders' meetings. Pooling agreements. Date of resolution. Subsidiary not to vote. Election of chair. Consent resolutions of shareholders. Annual general meetings. Information for shareholders.

Definitions and application. Requirements for valid proposals. Refusal to process proposal. Liability of insiders. Form and effect of contracts. Financial assistance. Accounting records required. Financial statements. Approval for publication. Waiver of financial statements. Application of this Part. Appointment of auditors.

Independence of auditors. Remuneration of auditors. Capacity to act as auditor. Removal of auditor during term. Change of auditor by public company. Qualifications on auditor's opinion. Access to records.

Qualified privilege. Auditor Certification Board. Board function and liability. Duties of audit committee. Complaints by shareholder. Compliance or restraining orders. Remedying corporate mistakes. Enforcement of duty to file records.

Derivative actions. Relief in legal proceedings. Court may order security for costs. Right to dissent. Waiver of right to dissent. Notice of resolution. Notice of court orders.

Notice of dissent. Notice of intention to proceed. Completion of dissent. Payment for notice shares. Loss of right to dissent. Appointment of inspector by court. Appointment of inspector by company. Powers of inspectors. Reports of inspector. Immunities during investigations. Alteration to notice of articles. Withdrawal of notice of alteration.