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Corporate Procedures

Paralegal/Legal Administrative

TermDefinition
Directors are appointed by: Shareholders
What do directors do: Manage and supervise the company
Under the BCBCA, directors are not required to... Hold shares in the company or live in BC
Officers are appointed by: Directors
What do officers do: Run the day to day business of the company. Some companies don't even have officers.
How many shares can officers hold: No minimum or maximum number of shares.
Resignation of Directors must be: Be prepared in writing and delivered to the agent or company and are effective upon service.
Register of Directors: Must be updated each time there is a change to the directors
S.127 of the BCBCA: Notice of Change of Directors should be filed within 15 days
Notice of Change of Directors can be used to: 1. Change name of director 2. Correct spelling of nae 3. Advise register of legal name change
What must you do when there is a change to the directors: Update the Register of Directors
[Share Transfers] Transferor is: Vendor of the share
[Share Transfer] Transferee is: Purchaser of the share
Pre-emptive right: The right for existing shareholders to purchase shares before offering to new shareholders (Not in the BCBCA but you can check the shareholder agreements/articles for any). If articles or shareholder agreements say yes, prepare 1 waiver for all SH to sign
Transfer Instrument: Usually on the back side of share and should be endorsed and delivered to company.
Transfer Instrument must contain: - Name of transferor; - Name of transferee; and - Number/class/series of shares being requested for transfer.
Completing the transfer (6 steps) 1. Transfer Instrument provided to company 2. Restrictions complied with 3. Transfer approved by Directors Resolution 4. CSR updated 5. Transferor's share certificate cancelled [front/back] 6. New Certificate issued to transferee w/ transfer info
Share Transmission Involuntary process due to: - Death - Bankruptcy - Incapacity
Shares must be transferred to -PR of deceased (executor or administrator under a will or an intestacy) - guardian of minor - trustee of bankruptcy - committee
Allotments Directors may pass resolutions to allot shares to a new shareholder (usually done to raise capital).
Subscription for Shares Also known as an Application for Allotment
Subscription for Shares sets out: What the prospective shareholder is willing to purchase and for how much. Must be signed/prepared for each prospective shareholder.
Directors Resolutions Approve allotments and set out details of the new shareholder, certificate no. and class of shares.
If Allotments are approved: 3. Update CSR 2. Prepare shares for new shareholders
Annual Report must: Be filed within two months of anniversary date
Failure to file Annual Report: If not done withing two months, puts company in bad standing If not done withing two years, company is dissolved andd land escheats to the government
Annual Reference Date: The date on which a company actually hold its AGM
Annual Reference Period: The period that begins on the date that the company is recognised or, if the company has made it past it first AGM, the date following the most recent annual reference date
What happens at AGM Directors are accountable to the shareholders and provide them with financial statements and auditor's report. Purpose is to report on company's performance for past year. One informed, shareholders can decide whether to change the board of directors.
Under s 182 of BCBCA, AGM should: Be held not more than 18 months after incorporation After, first AGM, should be held "a least once in a calendar year".
Under s 180 of BCBCA, alternative to AGM Shareholders can sign a consent resolution instead of holding a meeting (often done when there is a sole shareholder of a company per s 172).
Place of AGM: Should be held in BC unless Articles provide for another place Articles do not have restrictions and approval is obtained by resolution.
Financial Statements s 185 of BCBCA Shareholders should be provided with Financial Statements and Auditors Reports
Financial Statements s 198(2) of BCBCA Requires companies to produce and publish financial statements if the requirement hasn't been waived; and They must be approved by the directors and signed by at least one.
Financial Statements should out: - Statement of profit and loss during the period in which the financial statements cover; - A statement of surplus covering cash flow of the company; and - A balance sheet showing a snapshot of assets, liabilities and equity that the company has.
Created by: carehun