While many British Columbia societies have started preparing for
the transition to the new British Columbia Societies Act
(the "New Act"), which will come into effect on November
28, 2016 and will replace the existing British Columbia Society
Act (the "Current Act"), the New Act will also have
an impact on not-for-profit organizations and charities that are
federally incorporated or incorporated in provinces other than
British Columbia, if they carry on activities in British
Under the Current Act, not-for-profit corporations that are not
incorporated in British Columbia but operate in British Columbia
have the option of registering with the British Columbia Registrar
of Companies; although, those that opt not to register cannot
maintain proceedings in court in British Columbia or acquire or
hold land or an interest in land in British Columbia.
The New Act, on the other hand, introduces mandatory
registration requirements for extraprovincial not-for-profit
corporations (which include charities that are federally
incorporated or incorporated in provinces other than British
Columbia) that carry on activities in British Columbia. For
the purposes of the New Act, an extraprovincial not-for-profit
corporation is deemed to carry on activities in British Columbia
its name or a name under which it carries on business is listed
in a telephone directory in any part of British Columbia, or on a
website in or on which an address or telephone number in British
Columbia is given for the extraprovincial not-for-profit
its name, or a name under which it carries on activities,
appears or is announced in an advertisement in which an address or
telephone number in British Columbia is given for the
extraprovincial not-for-profit corporation; or
it has, in British Columbia, a resident agent or employee, or
an office or similar place from which it carries on business.
Under the New Act, an extraprovincial not-for-profit corporation
must register with the British Columbia Registrar of Companies
within 60 days after it begins to carry on activities in British
Columbia. However, extraprovincial not-for-profit
corporations that are already operating in British Columbia when
the New Act comes into force are given some special consideration
to ease the transition process. An extraprovincial
not-for-profit corporation that is already registered in British
Columbia will be deemed to be registered for the purposes of the
New Act. Furthermore, existing unregistered extraprovincial
not-for-profit corporations will have a two year grace period after
November 28, 2016 before they will have to register under the New
In order to extraprovincially register with the British Columbia
Registrar of Companies, a not-for-profit corporation will have to
do the following:
If the extraprovincial not-for-profit corporation is not a
federal corporation, then it must reserve its name with the British
Columbia Registrar of Companies, or register an assumed name if its
existing name is not approved by the British Columbia Registrar of
File a statement with the British Columbia Registrar of
Companies that includes its name (and assumed name if applicable),
its home jurisdiction, its incorporation number, its delivery
address, its mailing address, and the full name and address of its
attorney for service (if any).
If an extraprovincial not-for-profit corporation carries on
business in British Columbia and fails to register in accordance
with the New Act, then the corporation could be subject to a fine
of up to $50 per day for the period that they are operating in
British Columbia while being unregistered.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
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