Every director and shareholder of a company incorporated under the Business Corporations Act (British Columbia) (the “Act”) should make themselves familiar with the following British Columbia (“BC”) company annual maintenance requirements.
Filing the Annual Report
Under s51(1) of the Act, a company must file a Annual Report (Form 6), with the British Columbia Registry Services, within two months of the anniversary of the company’s incorporation date.
Holding an Annual General Meeting (“AGM”)
Under s182(1) of the Act, a BC company must hold its first AGM within 18 months of incorporation and after that at least once every calendar year and no later than 15 months past the previous annual reference date.
However, under s182(2) this requirement may be waived or the AGM may be deferred if an unanimous resolution of all the voting shareholders is passed accordingly and they resolve to select the annual reference date (s182(3)).
Produce and Publish Financial Statements
Unless a waiver is obtained, under s199 of the Act, the Director’s must approve, sign, produce and publish financial statements in accordance with the relevant regulations, on or before each annual reference date (s198(2)). Notably, the definition of “publish” (s1(1)) includes depositing them in the company’s records office.
To negate this requirement, many closely held companies have their shareholders elect to absolve the Directors of this requirement. Under s200(1)(a) of the Act, this is done by obtaining an unanimous consent resolution from all of the voting and non-voting shareholders, waiving the requirement to produce and publish financial statements. Notably, under s200(2) of the Act, the waiver will only apply to the financial years stated and therefore a blanket waiver is untenable.
Note however, a waiver to produce and publish financial statements cannot be obtained for a community contribution company registered under the Act (s51.951).
Appointing an Auditor
Under s203(1) a company must have an auditor appointed in the manner proscribed in Part 7 of the Act. Alternatively, the voting and non-voting shareholders of the company may, by an unanimous resolution, waive the appointment of an auditor (s203(2)).
Once again, this is often the case for closely held companies, but it is important to note that under s203(3) of the Act, the waiver is effective for only one financial year and therefore a blanket waiver is untenable.
The above acts as a reminder of the basic annual requirements for a BC company. However, a review of the Act and its related definitions and time frames should be conducted to ensure the complete requirements are met. For example, the Annual Report due date is linked to the company’s anniversary and the consent resolutions and AGM due dates are linked to the annual reference date (as defined in the Act).
A company’s Articles of Incorporation (the “Articles”) may also specify additional annual requirements and therefore conducting a review of the company’s Articles is also recommended.
If you require assistance in maintaining your BC company or if you would like us to act as your company’s registered and records office, please contact Paul Barbeau.