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      This Act is current to June 17, 2020
      See the Tables of Legislative Changes for this Act’s legislative history, including any changes not in force.

      Business Corporations Act

      [SBC 2002] CHAPTER 57

      Assented to October 31, 2002

      Contents
      Part 1 — Interpretation and Application
      Division 1 — Interpretation
      1Definitions
      2Corporate relationships
      3When a company is recognized
      Division 2 — Application
      4Special Act corporations
      5Dissolution
      Division 3 — Distribution of Records
      6Mailing of records
      7Sending of records
      8Furnishing of records by registrar
      9Service of records in legal proceedings
      Part 2 — Incorporation
      Division 1 — Formation of Companies
      10Formation of company
      11Notice of articles
      12Articles
      13Incorporation
      14Withdrawal of application for incorporation
      15Obligations of completing party
      16Articles on incorporation
      17Effect of incorporation
      18Evidence of incorporation
      19Effect of notice of articles and articles
      20Pre-incorporation contracts
      Division 2 — Corporate Names
      21Name of company
      22Reservation of name
      23Form of name of a company
      24Restrictions on use of name
      25Multilingual names
      26Assumed names
      27Name to be displayed
      28Registrar may order change of name
      29Other changes of name
      Division 3 — Capacity and Powers
      30Capacity and powers of company
      31Joint tenancy in property
      32Extraterritorial capacity
      33Restricted businesses and powers
      Division 4 — Company Offices
      34Registered and records offices
      35Change of registered or records office
      36Change of agent's office
      37Completion of change of address
      38Withdrawal of notice of change of address
      39Transfer of registered office by agent
      40Elimination of registered office
      41Transfer of records office by agent
      Division 5 — Company Records
      42Records office records
      43Records may be kept at other locations
      44Maintenance of records
      45Missing records
      46Inspection of records
      47Repealed
      48Copies
      49List of shareholders
      50Remedies on denial of access or copies
      51Company to file annual report
      Part 2.1 — Unlimited Liability Companies
      51.1Definition
      51.11Notice of articles of unlimited liability company must include statement
      51.2Statement on certificate
      51.21Corporate name
      51.3Liability of shareholders of unlimited liability companies
      51.31Alteration of notice of articles to become unlimited liability company
      51.4Alteration of notice of articles to become limited company
      51.5Amalgamations restricted
      51.6Amalgamation resulting in unlimited liability company
      51.7Amalgamation resulting in limited company
      51.8Continuation into British Columbia as unlimited liability company
      51.9Continuation of foreign unlimited liability corporation into British Columbia as limited company prohibited
      Part 2.2 — Community Contribution Companies
      51.91Definitions
      51.911Notice of articles of community contribution company
      51.92Community purposes
      51.921Corporate name
      51.93Directors and officers
      51.931Transfer of assets prohibited
      51.94Restrictions on dividends and interest
      51.941Redemption or purchase of shares or reduction of capital
      51.95Distribution of assets on dissolution of community contribution company
      51.951No waiver of financial statements
      51.96Community contribution report
      51.97Alteration of notice of articles to become community contribution company
      51.98Amalgamation resulting in community contribution company
      51.99Amalgamation into foreign jurisdiction and continuation out of British Columbia prohibited
      Part 3 — Finance
      Division 1 — Authorized Share Structure
      52Kinds, classes and series of shares
      53Description of authorized share structure
      54Change in authorized share structure
      55Alterations may be expressed in a single resolution
      Division 2 — Share Attributes
      56Share is personal estate
      57Contents of share certificate
      58Special rights or restrictions
      58.1Replacing bearer share certificates
      59Classes of shares
      60Shares in series
      61No interference with class or series rights without consent
      Division 3 — Allotment and Issue of Shares
      62Issue of shares
      63Issue price for shares
      64Payment of consideration for shares
      65Deemed receipt of payment
      66Repealed
      67Commissions and discounts
      68Validation of creation, allotment or issue of shares
      69Fractional shares
      70Dividends
      71Discharge for payment
      Division 4 — Capital
      72Capital
      73Special rule
      74Reduction of capital
      75Exception to section 74
      Division 5 — Conversion, Exchange or Acquisition of Shares by Company
      76Conversion or exchange
      77Company may redeem or purchase or otherwise acquire shares
      78Purchase or acquisition prohibited when insolvent
      79Redemption prohibited when insolvent
      80-81Repealed
      82Cancellation and retention of shares
      83Elimination of fractional shares
      Division 6 — Purchase of Shares by Subsidiary
      84Definitions
      85Subsidiary may purchase shares of parent
      86Purchase prohibited when insolvent
      Division 7 — Liability of Shareholders
      87Liability of shareholders
      88Shareholder's liability for partly paid shares of a pre-existing company
      89Liability of former and present shareholders on bankruptcy or winding up
      Division 8 — Trust Indentures
      90Definitions
      91Application
      92Eligibility of trustee
      93Persons holding debentures may request information from trustee
      94Information for trustee
      95Evidence of compliance with trust indenture
      96Contents of evidence of compliance
      97Additional evidence of compliance
      98Notice of default
      99Trustee's duty of care
      100Reliance on statements
      101Trustee not relieved from duties
      Division 9 — Debentures
      102Validity of perpetual debenture
      103Enforcement of contract to take debentures
      104Issue of redeemed debenture
      Division 10 — Receivers and Receiver Managers
      105Powers of directors and officers
      106Duties of receiver and receiver manager
      Part 4 — Shares, Registers and Transfers
      106.1Securities Transfer Act applies
      107Shares may be certificated or uncertificated
      108Shares jointly owned
      109Lost or destroyed certificates
      110Signature on share certificate
      111Securities registers
      112Index of shareholders
      113-114Repealed
      115Powers of personal representative
      116-117Repealed
      118Documents for transmission
      119Effect of documents provided
      Part 5 — Management
      Division 1 — Directors
      120Number of directors
      121First directors
      122Succeeding directors
      123Consent
      124Persons disqualified as directors
      125Share qualification
      126Register of directors
      127Companies to file notices as to directors
      128When directors cease to hold office
      129Application to remove self as director or officer
      130Memorandum or articles may apply to vacancies among directors
      131Vacancies among directors
      132Vacancies among class or series directors
      133End of term of replacement director
      134Loss of quorum
      135If no directors in office
      Division 2 — Powers and Duties of Directors, Officers, Attorneys, Representatives and Agents
      136Powers and functions of directors
      137Powers of directors may be transferred
      138Application of this Act to persons performing functions of a director
      139Revocation of resolutions
      140Proceedings of directors
      141Officers
      142Duties of directors and officers
      143Validity of acts of directors and officers
      144Corporations may grant power of attorney in writing
      145Corporate representatives
      146Persons may rely on authority of companies and their directors, officers and agents
      Division 3 — Conflicts of Interest
      147Disclosable interests
      148Obligation to account for profits
      149Approval of contracts and transactions
      150Powers of court
      151Validity of contracts and transactions
      152Limitation of obligations of directors and senior officers
      153Disclosure of conflict of office or property
      Division 4 — Liability of Directors
      154Directors' liability
      155Dissent procedure by companies
      156Legal proceedings on liability
      157Limitations on liability
      158Liability if company's name not displayed
      Division 5 — Indemnification of Directors and Officers and Payment of Expenses
      159Definitions
      160Indemnification and payment permitted
      161Mandatory payment of expenses
      162Authority to advance expenses
      163Indemnification prohibited
      164Court ordered indemnification
      165Insurance
      Division 6 — Meetings of Shareholders
      166Location of general meetings
      167Requisitions for general meetings
      168No liability
      169Notice of general meetings
      170Waiver of notice
      171Setting record dates
      172Quorum for shareholders' meetings
      173Voting
      174Participation at meetings of shareholders
      175Pooling agreements
      176Date of resolution
      177Subsidiary not to vote
      178Election of chair
      179Minutes
      180Consent resolutions of shareholders
      181Rules applicable to general meetings apply to other shareholders' meetings
      182Annual general meetings
      183First annual reference date for pre-existing companies
      184Pre-existing reporting company meetings
      185Information for shareholders
      186Powers of court
      Division 7 — Shareholders' Proposals
      187Definitions and application
      188Requirements for valid proposals
      189Rights and obligations arising from proposal
      190No liability
      191Refusal to process proposal
      Division 8 — Insiders
      192Liability of insiders
      Division 9 — General
      193Form and effect of contracts
      194Authentication or certification of records
      195Financial assistance
      Part 6 — Financial Records
      Division 1 — Accounting Records
      196Accounting records required
      Division 2 — Financial Statements
      197Exemption
      198Financial statements
      199Approval for publication
      200Waiver of financial statements
      201Financial statements for qualifying debentureholders
      Part 7 — Audits
      Division 1 — Definition and Application
      202Definition
      203Application of this Part
      Division 2 — Appointment and Removal of Auditors
      204Appointment of auditors
      205Persons authorized to act as auditors
      206Independence of auditors
      207Remuneration of auditors
      208Capacity to act as auditor
      209Removal of auditor during term
      210Change of auditor by public company
      211Replacement auditor must receive representations
      Division 3 — Duties and Rights of Auditors
      212Auditor's duty to examine and report
      213Qualifications on auditor's opinion
      214Shareholders may require auditor's attendance at general meetings
      215Auditor's information to be presented at general meetings
      216Amendment of financial statements and auditor's report
      217Access to records
      218Information as to foreign subsidiaries
      219Right and obligation of auditors to attend meetings
      220Qualified privilege
      Division 4
      221-222Repealed
      Division 5 — Audit Committee
      223Application
      224Appointment and procedures of audit committee
      225Duties of audit committee
      226Provision of financial statements to audit committee
      Part 8 — Proceedings
      Division 1 — Court Proceedings
      227Complaints by shareholder
      228Compliance or restraining orders
      229Remedying corporate mistakes
      230Applications to court to correct records
      231Enforcement of duty to file records
      232Derivative actions
      233Powers of court in relation to derivative actions
      234Relief in legal proceedings
      235Applications to court under this Act
      236Court may order security for costs
      Division 2 — Dissent Proceedings
      237Definitions and application
      238Right to dissent
      239Waiver of right to dissent
      240Notice of resolution
      241Notice of court orders
      242Notice of dissent
      243Notice of intention to proceed
      244Completion of dissent
      245Payment for notice shares
      246Loss of right to dissent
      247Shareholders entitled to return of shares and rights
      Division 3 — Investigations
      248Appointment of inspector by court
      249Conditions applicable to court appointed inspectors
      250Appointment of inspector by company
      251Powers of inspectors
      252Exemption from disclosure to inspectors
      253Reports of inspector
      254Inspectors' reports as evidence in legal proceedings
      255Immunities during investigations
      Part 9 — Company Alterations
      Division 1 — Memorandum, Notice of Articles and Articles
      256Memorandum and articles of pre-existing company not to be altered
      257Alteration to notice of articles
      258Withdrawal of notice of alteration
      259Alteration to articles
      260Shareholders may dissent
      261Alteration to Table 1 articles
      262Articles issued by company must reflect alterations
      263Change of company name
      264Exceptional resolutions and resolutions respecting unalterable provisions
      265Resolution must be passed by greatest majority
      Division 2 — Conversion
      266Conversion of special Act corporations
      267Articles on conversion of special Act corporation
      267.1Interpretation for sections 267.2, 267.3 and 268
      267.2Conversion of member-funded societies
      267.3Articles on conversion of member-funded society
      268Effect of conversion
      Division 3 — Amalgamation
      269Amalgamation permitted
      270Amalgamation agreements
      271Shareholder adoption of amalgamation agreements
      272Shareholders may dissent
      273Vertical short form amalgamations
      274Horizontal short form amalgamations
      275Formalities to amalgamation
      276Amalgamations with court approval
      277Amalgamations without court approval
      278Notice to creditors in relation to an amalgamation without court approval
      279Amalgamation
      280Withdrawal of amalgamation application
      281Registrar's duties on amalgamation
      282Effect of amalgamation
      Division 4 — Amalgamation into a Foreign Jurisdiction
      283Definitions
      284Amalgamations into foreign jurisdictions
      285When amalgamation under this Division prohibited
      286After amalgamation
      287Shareholders may dissent
      Division 5 — Arrangements
      288Arrangement may be proposed
      289Adoption of arrangement
      290Information regarding arrangement
      291Role of court in arrangements
      292Required filings
      293Obligations on company if memorandum altered
      294Obligations on company if articles altered
      295If arrangement includes amalgamation
      296Application of Act to arrangements
      297Binding effect of arrangements
      298Abandoning arrangements
      299Withdrawal of arrangement records
      Division 6 — Compulsory Acquisitions
      300Acquisition procedures
      Division 7 — Disposal of Undertaking
      301Power to dispose of undertaking
      Division 8 — Transfer of Incorporation
      302Application for continuation into British Columbia
      303Continuation
      304Withdrawal of continuation application
      305Effect of continuation
      306Rights preserved
      307Articles for a continued company
      308Application for continuation out of British Columbia
      309Shareholders may dissent
      310When continuation out of British Columbia prohibited
      311After continuation
      Part 10 — Liquidation, Dissolution, Restoration and Reinstatement
      Division 1 — Definitions and Application
      312Definitions
      313Application of this Part
      Division 2 — Voluntary Dissolution without Liquidation
      314Authorization for voluntary dissolution
      315Provision for unpaid debts and undelivered assets
      316Application for voluntary dissolution
      317Date of dissolution
      318Withdrawal of application for dissolution
      Division 3 — Voluntary Liquidation
      319Authorization for liquidation
      320Limits on liquidator
      321Statement of intent to liquidate
      322Resignation and removal of liquidators in voluntary liquidations
      323Withdrawal of statement of intent to liquidate
      Division 4 — Powers and Duties of the Court
      324Court may order company be liquidated and dissolved
      325Court orders respecting liquidations
      326Remuneration of liquidator appointed by court
      Division 5 — Liquidators
      327Qualifications of liquidators
      328Validity of acts of liquidators
      329Filing of notices
      330Duties of liquidators
      331Notice to creditors
      332Limitations on claimants
      333Liquidation records office
      334Powers of liquidators
      335Recovery of property by liquidators
      336Right to distribution in money
      337Provision for unpaid debts and undelivered assets
      338Obligation to prepare accounts
      339Limitations on liability
      Division 6 — Corporate Status before Dissolution
      340Capacity of companies in liquidation
      Division 7 — Proceedings for Dissolution
      341Completion of liquidation
      342Court approval of dissolution in court ordered liquidations
      343Application for dissolution
      Division 8 — Effect of Dissolution
      344Effect of dissolution
      345Certificates of dissolution
      346Dissolved companies deemed to continue for litigation purposes
      347Liabilities survive
      348Liability of shareholders of dissolved companies
      349Dissolved company's assets available to judgment creditors
      Division 9 — Discharge of Liquidators of Dissolved Companies
      350Discharge of liquidator by court order
      Division 10 — Records of Dissolved Companies
      351Custody of records
      352Entitlement to inspect records of dissolved companies
      353Remedies on denial of access to or copies of records of dissolved companies
      Division 11 — Restoration and Reinstatement
      354Definitions and interpretation
      355Pre-requisites to application
      356Applications to the registrar for restoration
      357Contents of application to the registrar for restoration
      358Registrar must restore
      359Limited restoration by registrar
      360Applications to the court for restoration
      361Limited restoration by court
      362Filing of restoration application with the registrar
      363Restrictions on restoration
      364Effect of restoration of company
      364.1Reinstatement of registration of foreign entity as extraprovincial company
      364.2Registrar must reinstate
      364.3Limited reinstatement by registrar
      364.4Restrictions on reinstatement
      365Effect of reinstatement of extraprovincial company
      366Name on restoration
      367Registrar's duties after restoration or reinstatement
      368Corporate assets to be returned to restored company
      Division 12 — Post-restoration Transition for Pre-existing Companies
      369Definition
      370Transition — restored pre-existing companies
      371Post-restoration transition application
      372Alteration to articles of restored company
      373Timing and effect of post-restoration transition
      Part 11 — Extraprovincial Companies
      Division 1 — Registration
      374Definitions
      375Foreign entities required to be registered
      376Application for registration
      377Registration as an extraprovincial company
      378Effect of registration
      379Amalgamation of extraprovincial company
      380Extraprovincial companies to file annual report
      381Extraprovincial companies to notify registrar of changes
      382Change of name of extraprovincial companies
      383Cancellation or change of assumed name of extraprovincial company
      384Liability if name of extraprovincial company not displayed
      385Enforcement of duty to file records
      Division 2 — Attorneys for Extraprovincial Companies
      386Attorneys to be appointed
      387First attorneys
      388Authorization of attorneys
      389Appointment of attorneys
      390Withdrawal of appointment
      391Change of address of attorneys
      392Withdrawal of notice of change of address
      393Revocation of appointments of attorneys
      394Withdrawal of revocation of appointment
      395Resignations of attorneys
      396Obligation to maintain head office or attorney
      Division 3 — Cancellation of Registration of Extraprovincial Companies
      397Registrar may cancel registration of defunct extraprovincial companies
      398Lieutenant Governor in Council may cancel registration of extraprovincial companies
      399Registrar's duties on cancellation of registration
      Division 4 — Designated Provinces and Extraprovincial Companies from Designated Provinces
      399.1Definitions
      399.2Power to make regulations
      399.3Registrar may enter into agreement
      Part 12 — Administration
      Division 1 — Office of Registrar
      400Appointment of registrar and staff
      401Seal of office
      402Registrar may suspend services and functions
      403Service of records on registrar
      404Examination of registrar
      405Repealed
      406Appeal to court
      Division 2 — Records Filed with or Issued by the Registrar
      407Means of filing
      408Filing of records
      409Future dated filing of records
      410Limitation on future dated filings
      411Default of filing
      412Maintenance of records filed with the registrar
      413Deficient filings
      414Correction of registers
      415Validity of register
      415.1Beginning of date
      416Inspection and copies of records
      417Lost or destroyed records
      418Registrar may issue records
      419Effect of records issued by registrar
      420Correction of certificates and other certified records
      421No constructive notice
      Division 3 — Powers of Dissolution and Cancellation
      422Dissolutions and cancellations of registration by registrar
      423Lieutenant Governor in Council may cancel incorporation of company
      424Publication of notice of dissolution
      Division 4 — Offences and Penalties
      425Offence Act
      426Offences
      427Misleading statements an offence
      428Penalties
      429Additional liabilities
      430Limitation period
      Division 5 — Fees and Regulations
      431Fees
      432Power to make regulations
      Part 13 — Reporting Companies
      433Prescribed provisions
      434Obligations of pre-existing reporting companies
      435Lieutenant Governor in Council may make exclusions
      Part 14 — Transitional, Repeals and Commencement
      Division 1 — Charter Transition
      436Transition — pre-existing companies
      437Transition application
      438Alteration to articles
      439Timing and effect of transition
      Division 2 — Company Transition
      440Registered and records office of pre-existing company
      441Prescribed address
      442Name of specially limited company
      442.1Pre-existing Company Provisions
      Division 3 — Extraprovincial Company Transition
      443Head office of pre-existing extraprovincial company
      444Attorney for pre-existing extraprovincial company
      Division 4 — General
      445Repeals
      446Portions of this Part repealed
      447Commencement
      Schedule
      最新亚洲色拍偷拍视频
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