The most common form of business vehicle used in British Columbia is the corporation. Corporations can be incorporated under the provincial Business Corporations Act.
However, corporations can also be incorporated federally under the Canada Business Corporations Act. The provincial Business Corporations Act was recently updated and provide considerable flexibility over the Canada Business Corporations Act and corporate statutes of other Canadian provinces.
The following applies to corporations incorporated in British Columbia:
Registration Formalities.
The corporate name must first be reserved with the Registrar of Companies. The incorporators then enter into an incorporation agreement and file an incorporation application with the Registrar of Companies. These filings, together with payment of the requisite fee, are carried out electronically.
Share Capital.
There can be one or more classes of shares, which can be issued in different series. Shares may be issued with or without par value. While it is not necessary to prescribe a maximum number of shares, it is possible to do so.
Non-cash Consideration.
Consideration can take the form of past services, property, and/or money. The value of the consideration received must equal or exceed the issue price set for the share.
Rights Attaching to Shares.
A corporation can set out in its articles various rights attaching to its shares, including voting, dividends, share of assets on liquidation or dissolution, priority on liquidation or dissolution, conversion, redemption, and retraction. Rights can vary among different classes of shares.
Foreign Shareholders.
There are no restrictions preventing foreigners from being shareholders.
Management Structure.
A corporation must have at least one director and a public corporation must have at least three directors. Once a corporation has been created the shareholders elect a board of directors, which then appoints officers of the corporation. There are no residency requirements for directors or officers.
Directors’ Liability.
Directors of corporations operating in British Columbia are subject to a number of potential forms of liability arising from various federal and provincial legislation, as well as common law, which includes:
- liability for breach of fiduciary duties owing to the corporation, its shareholders, and potentially other stakeholders;
- liability for wages and related benefits, wrongful dismissal, termination pay, workplace safety and protection fines, human rights violations, and sexual harassment; and
- liability for unpaid taxes and certain government remittances.
Parent Company Liability.
Shareholders are not liable for a subsidiary’s obligations.
Reporting Requirements.
Corporations are required to file notices as to changes in directors, file an annual report, and make annual accounting records available for inspection.
For public corporations, regardless of where they are incorporated, the provincial Securities Act imposes additional reporting requirements that include annual information forms, press releases, information circular for shareholders’ meetings, acquisition reporting requirements, and secure distribution requirements.
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Business Corporations are incorporated in British Columbia, according to the provisions of the British Columbia Business Corporation Act with the British Columbia Corporations Division. Company Formations Canada provides fast and easy British Columbia Incorporation Service and provides all the documents your new British Columbia corporation will need to stay up-to-date and in compliance with the British Columbia Business Corporation Act.
Our British Columbia Incorporation service includes
Receipt and review of your incorporation information.
If you choose to incorporate a named company, we conduct a Provincial or NUANS prescreen search of your proposed corporate name and advice you if there are any difficulties with your name.
Preparation and filing of Article of Incorporation.
Personalized ByLaws
Personalized Company Minute Book
Organizational Resolutions
Register of Directors
The resignation of Director Form
Appointment of Corporate Officers
The resignation of Officer Form
Subscription of Shares
Share Certificate
Register of Shareholders
Consent and waiver for allotment of shares
Directors’ resolutions approving the allotment of shares
Consent and waiver for transfer of shares.
Shares Transfer Form
Directors’ Resolutions Approving Transfer of Shares
Bylaws
Notice of Organizational Meeting of Incorporators and Directors
Waiver of Notice of Meeting of Incorporators and Directors
Minutes of Organizational Meeting of Board of Directors
Waiver of Notice First Meeting of Shareholders
Minutes First Meeting of Shareholders
Notice to Directors of Regular Board Meeting
Minutes Shareholders Annual Meeting
Minutes Regular Board Meeting
Provincial-specific startup checklist
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