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.
In Ontario Securities Commission v. Tiffin, the Ontario Court of Justice clarified the limits of the definition of "securities" under s.1(1) of the Securities Act, as it relates to promissory notes. The defendant in the case was charged with trading in securities without being registered and while prohibited, and without filing a prospectus.
The OSC has issued a press release advising stakeholders that Ontario securities law may apply to any use of distributed ledger technologies, such as blockchain, as part of financial products or service offerings.
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.
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