Under the new B.C. Societies Act (the "new
Act"), which is set to come into force on November 28, 2016, a
non-share corporation registered outside of British Columbia who
conducts activities in British Columbia (an "Extraprovincial
Non-Share Corporation") must register in British Columbia
within 60 days after beginning to carry on activities in British
An Extraprovincial Non-Share Corporation that is already
registered in British Columbia prior to the new Act coming into
force will be deemed to be registered under the new Act once in
force unless its registration is cancelled under the new Act.
An Extraprovincial Non-Share Corporation that was not registered
in British Columbia immediately before the new Act comes into force
must registered in British Columbia by November 28, 2018 if it
carries on activities in British Columbia.
Section 172 of the new Act sets out the registration
requirements for an Extraprovincial Non-Share Corporation. Under
subsection 172(a) of the new Act, an Extraprovincial Non-Share
Corporation must file a registration statement that includes:
if the Extraprovincial Non-Share
Corporation is a federal corporation, its name or, in any other
case, its reserved named under section 9 of the new Act and the
reservation number given for that name;
its home jurisdiction;
any incorporation or other
identifying number given to it by its home jurisdiction and the
date of its incorporation, amalgamation, continuation or other
formation in that jurisdiction;
the delivery address and mailing
address proposed for its head office; and
for each person, if any, that the
Extraprovincial Non-Share Corporation proposes to have as an
attorney, the full name of the person and the delivery address and
mailing address proposed for that person.
Furthermore, under subsection 172(b) of the new Act, the
Extraprovincial Non-Share Corporation must provide to the registrar
any other records and information the registrar may require,
including proof of the Extraprovincial Non-Share Corporation status
in its home jurisdiction.
The use of electronic signatures is becoming increasingly commonplace in commercial transactions, as individuals and businesses capitalize on the administrative efficiency afforded by today’s digital world.
Following the Divisional Court's decision in Toronto-Dominion Bank v. Ryerson University, companies that contract with government institutions should be aware that such contracts are likely open to disclosure under the Freedom of Information and Protection of Privacy Act.
Back in April 2015, we discussed key questions to keep in mind when negotiating earn-outs, and looked at recent trends coming out of the American Bar Association's 2014 Canadian Private Target M&A Deal Points Study (the 2014 ABA Study).
Before sending out that next tweet or posting to a blog, hit the pause button and consider whether the timing and content pass muster. Reporting issuers and their representatives must take note of Staff Notice 51-348
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