UPDATE: This legislation came into law on March 30, 2004
- The company articles and incorporation agreement no longer need be filed with the Registrar in Victoria; rather only at the company’s records office
- There can be an unlimited number of authorized shares of a class
- Par value and no par value shares continue to exist
- Share capital can be reduced by special resolution and without court order
- Amalgamations no longer will require a court order
- Companies can be restored by an order of the Registrar, without approval of the court
- Restriction of the payment of dividends will be relaxed: the only test is that the payment of dividends does not make a company unable to pay its debts as they come due
- Companies which are not reporting issuers will be able to waive the production of financial statements by unanimous resolution of all shareholders
- There no longer will be a BC or Canadian residency requirement for directors
- There no longer will be the requirement to have a president and a secretary
- The president no longer need be a director
- There will be extensive new provisions related to conflicts of interest
- After dissolution, shareholders will be responsible for liabilities of the company up to the value of assets distributed upon dissolution
It is imperative that all existing BC companies respond to the changes in the new Act within two years of its passing into law (March 30, 2004). Failure to do so will result in your company being struck from registry. They will need to create a notice of articles in place of the existing memorandum and make alterations as needed. While the changes may be minimal for many, some of the new improvements may be advantageous to adopt.
Lawyers predict that the cost of compliance with the new law will approximate $350 in professional fees plus provincial disbursements.