CLEBC - Practice Manuals

Chapter 1: Introduction to Corporate Procedures in British Columbia</H1>

(Current to: November 01 2019)

Chapter 2: Incorporation and Organization of B.C. Companies</H1>

(Current to: November 01 2019)

Chapter 3: Share Transactions in B.C. Companies</H1>

(Current to: November 01 2019)

Chapter 4: Directors of B.C. Companies</H1>

(Current to: November 01 2019)

Chapter 5: Officers of B.C. Companies</H1>

(Current to: November 01 2019)

Chapter 6: Annual Maintenance of B.C. Companies</H1>

(Current to: November 01 2019)

Chapter 7: Fundamental Changes to B.C. Companies</H1>

(Current to: November 01 2019)

Chapter 8: Ordinary Corporate Matters of B.C. Companies</H1>

(Current to: November 01 2019)

Chapter 9: Financial Matters of B.C. Companies</H1>

(Current to: November 01 2019)

Chapter 10: Business Name and Extraprovincial Registrations</H1>

(Current to: November 01 2019)

Chapter 11: Dissolution of B.C. Companies</H1>

(Current to: November 01 2019)

Chapter 12: Restoration of B.C. Companies</H1>

(Current to: November 01 2019)

Directors’ Resolution Issuing Shares for Cash to Multiple Shareholders

(Current to: November 01 2019)

Directors’ Consent Resolution Changing General Signing Authority—Business Corporations Act

(Current to: November 01 2019)

Directors’ Consent Resolution Adopting Corporate Seal—Business Corporations Act

(Current to: November 01 2019)

Directors’ Consent Resolution Changing Seal Signing Authority

(Current to: November 01 2019)

Directors’ Consent Resolution Changing Corporate Seal

(Current to: November 01 2019)

Directors’ Consent Resolution Setting Fiscal Year-end

(Current to: November 01 2019)

Directors’ Consent Resolution Changing Fiscal Year-end

(Current to: November 01 2019)

Directors’ Consent Resolution Changing Registered and Records Office

(Current to: November 01 2019)

Shareholders’ Resolution Setting Registered and Records Office Hours and Fees

(Current to: November 01 2019)

Registered and Records Office Agreement—Business Corporations Act

(Current to: November 01 2019)

Letter to New Registered and Records Office—Business Corporations Act

(Current to: November 01 2019)

Directors’ Resolution Issuing Shares without Par Value for Property

(Current to: November 01 2019)

Disengagement Letter to Company—Business Corporations Act

(Current to: November 01 2019)

Application to Split Certificate—Business Corporations Act

(Current to: November 01 2019)

Directors’ Consent Resolution for Share Certificate Split

(Current to: November 01 2019)

Application to Consolidate Certificate—Business Corporations Act

(Current to: November 01 2019)

Directors’ Consent Resolution Consolidating Share Certificate

(Current to: November 01 2019)

Advisement and Indemnity re Missing Share Certificate

(Current to: November 01 2019)

Statutory Declaration re Share Certificate

(Current to: November 01 2019)

Directors’ Resolution re Lost Share Certificates

(Current to: November 01 2019)

Directors’ Consent Resolution re Replacement Share Certificate—Change of Name of Company

(Current to: November 01 2019)

Application for Replacement Certificate

(Current to: November 01 2019)

Directors’ Resolution Issuing Shares without Par Value for Past Services

(Current to: November 01 2019)

Directors’ Consent Resolution re Replacement Share Certificate—Change of Name of Shareholder

(Current to: November 01 2019)

Statutory Declaration—Business Corporations Act

(Current to: November 01 2019)

Rectification of Appointment of Directors—Business Corporations Act

(Current to: November 01 2019)

Letter to Registrar Requesting Corrected Document—Business Corporations Act

(Current to: November 01 2019)

Rescinding Resolution—Business Corporations Act

(Current to: November 01 2019)

Notice of Uncertificated Shares—Business Corporations Act

(Current to: November 01 2019)

Directors’ Resolutions Declaring Non-cumulative Dividends

(Current to: November 01 2019)

Directors’ Resolution Declaring Cumulative Dividends

(Current to: November 01 2019)

Directors’ Resolutions Declaring a Dividend Payable In Specie

(Current to: November 01 2019)

Directors’ Resolutions Declaring a Dividend/Payment Variations

(Current to: November 01 2019)

Directors’ Resolution Issuing Shares Under a Subscription Agreement

(Current to: November 01 2019)

Directors’ Resolutions Declaring a Stock Dividend

(Current to: November 01 2019)

Non-transferable Written Acknowledgment in Lieu of a Share Certificate

(Current to: November 01 2019)

Directors’ Resolution Declaring a Capital Dividend

(Current to: November 01 2019)

Directors’ Resolutions Declaring an Eligible Dividend

(Current to: November 01 2019)

Notice of Eligible Dividend Designation

(Current to: November 01 2019)

Receipts Acknowledging Payment of Dividend

(Current to: November 01 2019)

Directors’ Resolution for Bonus/Amount Determined by Accountants

(Current to: November 01 2019)

Directors’ Resolution for Bonus/Amount Based on Percentage

(Current to: November 01 2019)

Directors’ Resolution for Bonus/Amount Specified

(Current to: November 01 2019)

Directors’ Resolution for Bonus

(Current to: November 01 2019)

Subscription Agreement—Business Corporations Act

(Current to: November 01 2019)

Directors’ Resolution for Bonus Payable to Shareholders

(Current to: November 01 2019)

Directors’ Resolution for Bonus Payable to Shareholders Under Agreement

(Current to: November 01 2019)

Directors’ Resolutions for Payment of Salary/Bonus/Management Fee

(Current to: November 01 2019)

Directors’ Resolutions for Payment of Salaries to the Officers of the Company

(Current to: November 01 2019)

Directors’ Resolution for Shareholders Making Loans to Company

(Current to: November 01 2019)

Directors’ Resolution for Company Making Loan to Shareholder

(Current to: November 01 2019)

Directors’ Resolution for Company Repayment of Shareholder Loans (Full Payment)

(Current to: November 01 2019)

Directors’ Resolution for Company Repayment of Shareholder Loans (Partial Payment)

(Current to: November 01 2019)

Directors’ Resolution of Company Receiving Loan (Loan Already Made)

(Current to: November 01 2019)

Directors’ Resolution of Company Making Loan (Loan Already Made)

(Current to: November 01 2019)

Application for Allotment—Business Corporations Act

(Current to: November 01 2019)

Directors’ Resolution of Company Receiving Loan (Loan Being Made)

(Current to: November 01 2019)

Directors’ Resolution of Company Making Loan (Loan Being Made)

(Current to: November 01 2019)

Directors’ Resolution of Company Repaying Loan (Full Payment of Loan)

(Current to: November 01 2019)

Directors’ Resolution of Company Repaying Loan (Partial Payment of Loan)

(Current to: November 01 2019)

Directors’ Resolution of Company Providing Financial Assistance

(Current to: November 01 2019)

Disclosure of Financial Assistance—Business Corporations Act

(Current to: November 01 2019)

Notice to Auditor of Appointment—Business Corporations Act

(Current to: November 01 2019)

Shareholders’ or Directors’ Resolution Appointing Auditor

(Current to: November 01 2019)

Directors’ Resolution Appointing Auditor (Filling a Casual Vacancy)

(Current to: November 01 2019)

Shareholders’ Consent Resolution for Disposal of Undertaking (Shares)

(Current to: November 01 2019)

Consent to Allotment(s) and Waiver of Pre-emptive Rights—Business Corporations Act

(Current to: November 01 2019)

Shareholders’ Consent Resolution for Disposal of All Assets (Property)

(Current to: November 01 2019)

Reporting Letter—Extraprovincial Registration

(Current to: November 01 2019)

Undertaking to Carry On Business Under an Assumed Name

(Current to: November 01 2019)

Consent to Use of Name—Business Name—Corporate Registry

(Current to: November 01 2019)

Consent to Use of Name—Extraprovincial Registration

(Current to: November 01 2019)

Registration Report—Corporate Registry

(Current to: November 01 2019)

Shareholders’ Consent Resolution of Dissolving Company

(Current to: November 01 2019)

Directors’ Consent Resolution of Dissolving Company

(Current to: November 01 2019)

Directors’ Consent Resolution (of Shareholder Company)

(Current to: November 01 2019)

Assignment and Assumption Agreement—Business Corporations Act

(Current to: November 01 2019)

Receipt of Share Certificate

(Current to: November 01 2019)

Affidavit in Support of Dissolution Request—Business Corporations Act

(Current to: November 01 2019)

Letter Enclosing Dissolution Documents (Example 1)—Business Corporations Act

(Current to: November 01 2019)

Letter Enclosing Dissolution Documents (Example 2)—Business Corporations Act

(Current to: November 01 2019)

Letter Reporting on Dissolution—Business Corporations Act

(Current to: November 01 2019)

Notice for a Full Restoration—Restoration by Registrar—Business Corporations Act

(Current to: November 01 2019)

Notice for a Limited Restoration—Restoration by Registrar—Business Corporations Act

(Current to: November 01 2019)

Fax to Queen’s Printer—Restoration by Registrar—Business Corporations Act

(Current to: November 01 2019)

Letter to Registered Office and to All Directors of the Company at the Time of Dissolution for a Full Restoration—Restoration by Registrar

(Current to: November 01 2019)

Letter to Registered Office and to All Directors of the Company at the Time of Dissolution for a Limited Restoration—Restoration by Registrar

(Current to: November 01 2019)

Letter to Agent—Restoration by Registrar—Business Corporations Act

(Current to: November 01 2019)

Receipt of Payment for Shares—Business Corporations Act

(Current to: November 01 2019)

Reporting Letter for a Full Restoration (Noting Need to Transition)—Restoration by Registrar

(Current to: November 01 2019)

Reporting Letter for a Limited Restoration—Restoration by Registrar

(Current to: November 01 2019)

Notice for an Extension of a Limited Restoration—Restoration by Registrar

(Current to: November 01 2019)

Fax to Queen’s Printer—Extension of Limited Restoration by Registrar—Business Corporations Act

(Current to: November 01 2019)

Letter to Registrar Requesting Extension of Limited Restoration

(Current to: November 01 2019)

Notice of Application for a Full Restoration—Business Corporations Act

(Current to: November 01 2019)

Notice of Application for a Limited Restoration—Restoration by Court Order—Business Corporations Act

(Current to: November 01 2019)

Fax to Queen’s Printer—Restoration by Court Order—Business Corporations Act

(Current to: November 01 2019)

Letter to Registered Office and to All Directors of the Company at the Time of Dissolution for a Full Restoration—Restoration by Court Order

(Current to: November 01 2019)

Letter to Registered Office and to All Directors of the Company at the Time of Dissolution for a Limited Restoration—Restoration by Court Order

(Current to: November 01 2019)

Directors’ Resolution Issuing Shares without Issuing a Share Certificate

(Current to: November 01 2019)

Requisition—General (Application to Court to Fully Restore Company)—Supreme Court Civil Rules Form 17

(Current to: November 01 2019)

Affidavit (In Support of Application to Court to Fully Restore Company)—Supreme Court Civil Rules, Form 109

(Current to: November 01 2019)

Order Made After Application (Order to Fully Restore)—Supreme Court Civil Rules Form 35

(Current to: November 01 2019)

Affidavit (In Support of Order, Following Registrar’s Consent)—Supreme Court Civil Rules Form 109

(Current to: November 01 2019)

Letter to Registrar Requesting Consent to Restoration—Restoration by Court Order

(Current to: November 01 2019)

First Letter to Agent—Restoration by Court Order—Business Corporations Act

(Current to: November 01 2019)

Second Letter to Agent—Restoration by Court Order—Business Corporations Act

(Current to: November 01 2019)

Reporting Letter for a Full Restoration (Noting Need to Transition)—Restoration by Court Order

(Current to: November 01 2019)

Reporting Letter for a Limited Restoration—Restoration by Court Order

(Current to: November 01 2019)

Reporting Letter for a Full Restoration Returning Records

(Current to: November 01 2019)

Non-transferable Acknowledgment—Business Corporations Act

(Current to: November 01 2019)

Directors’ Resolution Approving Transfer of Shares (Single Shareholder)

(Current to: November 01 2019)

Directors’ Resolution Approving Transfer of Shares (Multiple Shareholders)

(Current to: November 01 2019)

Instrument of Transfer (Single Share Class)

(Current to: November 01 2019)

Instrument of Transfer (Multiple Share Classes)

(Current to: November 01 2019)

Consent to Transfer and Waiver of Pre-emptive Rights—Business Corporations Act

(Current to: November 01 2019)

Consent to Transfer and Waiver of Pre-emptive Rights to Multiple Share Transfers by Single Shareholder

(Current to: November 01 2019)

Consent to Transfer and Waiver of Pre-emptive Rights to Multiple Share Transfers by Multiple Shareholders

(Current to: November 01 2019)

Consent to Transfer and Waiver of Pre-emptive Rights to Single Share Transfer by Multiple Shareholders

(Current to: November 01 2019)

Directors’ Resolution Approving Re-registration of Shares

(Current to: November 01 2019)

Resignation of Director—Business Corporations Act

(Current to: November 01 2019)

Directors’ Resolution Approving Transmission of Shares

(Current to: November 01 2019)

Directors’ Resolution Approving Transmission and Transfer of Shares

(Current to: November 01 2019)

Advisement of Death of Joint Owner of Shares and Application for Replacement Certificate

(Current to: November 01 2019)

Application for Transmission—Business Corporations Act

(Current to: November 01 2019)

Application for Transmission and Transfer—Business Corporations Act

(Current to: November 01 2019)

Declaration of Transmission—Business Corporations Act

(Current to: November 01 2019)

Shareholders’ Resolution Appointing New Director and Increasing Number of Directors

(Current to: November 01 2019)

Directors’ Resolution Appointing a New Director to Fill a Casual Vacancy

(Current to: November 01 2019)

Directors’ Resolution Appointing an Additional Director

(Current to: November 01 2019)

Shareholders’ Resolution Acknowledging Resignation of a Director

(Current to: November 01 2019)

Consent to Act as Director—Business Corporations Act

(Current to: November 01 2019)

Shareholders’ Resolution Acknowledging Resignation of a Director and Decreasing Number of Directors

(Current to: November 01 2019)

Shareholders’ Resolution Removing a Director

(Current to: November 01 2019)

Shareholders’ Resolution Appointing a Director After a Removal

(Current to: November 01 2019)

Shareholders’ Resolution Removing a Director and Decreasing the Number of Directors

(Current to: November 01 2019)

Shareholders’ Resolution Acknowledging Death of a Director

(Current to: November 01 2019)

Shareholders’ Resolution Acknowledging Death of a Director and Decreasing the Number of Directors

(Current to: November 01 2019)

Shareholders’ Resolution Acknowledging Death of a Director and Not Filling the Vacancy

(Current to: November 01 2019)

Directors’ Resolution Appointing a New Officer

(Current to: November 01 2019)

Directors’ Resolution Acknowledging Resignation of an Officer

(Current to: November 01 2019)

Directors’ Resolution Acknowledging Resignation of an Officer and Appointing a Replacement

(Current to: November 01 2019)

Instrument of Transfer—Business Corporations Act

(Current to: November 01 2019)

Resignation of Officer—Business Corporations Act

(Current to: November 01 2019)

Directors’ Resolution Removing an Officer

(Current to: November 01 2019)

Directors’ Resolution Removing an Officer and Appointing a Replacement

(Current to: November 01 2019)

Directors’ Resolution Acknowledging Death of an Officer

(Current to: November 01 2019)

Directors’ Resolution Acknowledging Death of an Officer and Appointing a Replacement

(Current to: November 01 2019)

Notice of Annual General Meeting—Business Corporations Act

(Current to: November 01 2019)

Proxy—Business Corporations Act

(Current to: November 01 2019)

Certificate of Mailing—Business Corporations Act

(Current to: November 01 2019)

Application to Hold Annual General Meeting Outside British Columbia

(Current to: November 01 2019)

Directors’ Resolution re Authorized Representative

(Current to: November 01 2019)

Initial Shareholders’ Resolution

(Current to: November 01 2019)

Appointment of Authorized Representative—Business Corporations Act

(Current to: November 01 2019)

Annual General Meeting Agenda—Business Corporations Act

(Current to: November 01 2019)

Chair’s Agenda and Script—Business Corporations Act

(Current to: November 01 2019)

Secretary’s Report on Attendance—Business Corporations Act

(Current to: November 01 2019)

Minutes of Annual General Meeting—Long Form—Business Corporations Act

(Current to: November 01 2019)

Minutes of Annual General Meeting—Short Form—Business Corporations Act

(Current to: November 01 2019)

Annual Directors’ Resolutions Approving Financial Statements

(Current to: November 01 2019)

Unanimous Shareholders’ Resolution (Voting Only) Deferring the Holding of an Annual General Meeting

(Current to: November 01 2019)

Unanimous Shareholders’ Resolution Waiving the Production and Publication of Financial Statements

(Current to: November 01 2019)

Unanimous Shareholders’ Resolution (Voting Only) Waiving the Holding of an Annual General Meeting

(Current to: November 01 2019)

Initial Directors’ Resolution

(Current to: November 01 2019)

Unanimous Shareholders’ Resolution Waiving the Appointment of Auditors

(Current to: November 01 2019)

Annual Shareholders’ Resolutions

(Current to: November 01 2019)

Annual Directors’ Resolution Appointing Officers

(Current to: November 01 2019)

Letters Sending Annual Reports and Resolutions—Business Corporations Act

(Current to: November 01 2019)

Letters Sending Annual Report—Business Corporations Act

(Current to: November 01 2019)

Special Resolution Changing the Number of Shares of a Class

(Current to: November 01 2019)

Special Resolution Altering the Identifying Name of a Class of Shares

(Current to: November 01 2019)

Special Resolution Eliminating Unissued Shares

(Current to: November 01 2019)

Special Resolutions Changing Par Value of Shares

(Current to: November 01 2019)

Special Resolution Creating Additional Classes of Shares

(Current to: November 01 2019)

Confirmation of Payment of Incorporator’s Share

(Current to: November 01 2019)

Special Resolutions Removing PCPs and Amending Articles—Two Resolution Procedure

(Current to: November 01 2019)

Special Resolutions Removing PCPs and Amending Articles—One Resolution Procedure

(Current to: November 01 2019)

Shareholders’ Resolution Changing Specific Article Provisions

(Current to: November 01 2019)

Special Resolution Adopting New Articles

(Current to: November 01 2019)

Special Resolution Varying Special Rights and Restrictions Attached to Shares

(Current to: November 01 2019)

Special Separate Shareholders’ Resolution Varying Special Rights or Restrictions Attached to Shares

(Current to: November 01 2019)

Special Resolution Deleting Special Rights or Restrictions Attached to Shares

(Current to: November 01 2019)

Special Resolution Attaching Special Rights or Restrictions to Shares

(Current to: November 01 2019)

Consent to Use of Name—Business Corporations Act

(Current to: November 01 2019)

Shareholders’ Resolution to Change Name

(Current to: November 01 2019)

Reporting Letter on Incorporation

(Current to: November 01 2019)

Directors’ Resolution to Change Name

(Current to: November 01 2019)

Reporting Letter on Name Change—Business Corporations Act

(Current to: November 01 2019)

Shareholders’ (Voting and Non-voting) Resolution to Convert to a ULC

(Current to: November 01 2019)

Reporting Letter on Conversion to a ULC

(Current to: November 01 2019)

Shareholders’ (Voting) Resolution to Convert to a Limited Company

(Current to: November 01 2019)

Reporting Letter on Conversion to a Limited Company

(Current to: November 01 2019)

Directors’ Consent Resolution Appointing Bank—Business Corporations Act

(Current to: November 01 2019)

Directors’ Consent Resolution Changing Bank—Business Corporations Act

(Current to: November 01 2019)

Directors’ Consent Resolution Changing Bank Signing Authority—Business Corporations Act

(Current to: November 01 2019)

Directors’ Consent Resolution Appointing General Signing Authority—Business Corporations Act

(Current to: November 01 2019)

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