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In This Volume

  • 165 (1) For the purpose of this Act, a corporation, including a strata corporation, is deemed to have the power and capacity of a natural person of full capacity in acquiring and disposing of land despite a stipulation, restriction or qualification expressed or imposed in any other Act or law, charter or memorandum and articles of association of the corporation, or in any other document.
  • (2) Subsection (1) does not relieve a person who under an Act or law is responsible for or in control of a corporation from liability for acts of the corporation that, despite subsection (1), are beyond the powers of the corporation.
  • (3) If a corporation holds land in a fiduciary capacity, subsection (1) is subject to section 180 and does not
  • (a) extend the powers of the corporation in respect of that land, or
  • (b) relieve the corporation or a person who by statute or law is responsible for or in control of the corporation from liability to the beneficiaries for an act of the corporation that is beyond its powers, or is contrary to the trusts under which the corporation holds the land.
  • (4) Despite
  • (a) any other Act or law,
  • (b) the charter, memorandum, notice of articles and articles or other constating documents of a corporation, or
  • (c) any other document,
  • an instrument executed by a corporation is, in favour of all persons dealing in good faith with the corporation, conclusively deemed to be properly executed and the instrument takes effect accordingly if
  • (d) the instrument is executed for the corporation by an individual whose signature is represented in the instrument as the signature of an authorized signatory of the corporation,
  • (e) the execution of the instrument is witnessed or proved in accordance with Part 5, and
  • (f) in the case of a strata corporation, the instrument is accompanied by a Certificate of Strata Corporation in the prescribed form under the Strata Property Act stating that the execution of the instrument has been approved by a resolution at an annual or special general meeting in accordance with the requirements of the Strata Property Act, and that the instrument conforms to the resolution.
  • (5) The registrar may accept the signature of an officer under Part 5 or an affidavit under section 49 as sufficient evidence that a corporation existed at the time an instrument was executed by it, or the registrar may require further evidence of that fact.

1979-219-162; 1989-69-14, effective April 1, 1990 (B.C. Reg. 53/90); 1998-43-307, effective July 1, 2000 (B.C. Reg. 43/2000); 2003-70-207, effective March 29, 2004 (B.C. Reg. 64/2004).

PRACTICE

Powers and Capacity of Corporations

Corporation Has Powers of Natural Person

Section 165(1) of the Act provides that, for the purposes of the Act, a corporation, wherever incorporated, has the same powers of acquiring and disposing of land as a natural person. However, if a corporation holds lands in trust, it remains subject to s. 180 of the Act.

Application to Municipalities, Credit Unions, Societies, and Trust Companies

Section 165 applies to all corporations, both as to their powers of acquiring and disposing of land and as to the mode of executing instruments. In particular, s. 165 applies to:

  1. municipalities (except that, where the Community Charter or the Local Government Act directs filing in the land title office, it is not necessary to call for an authorizing bylaw or resolution);
  2. credit unions;
  3. societies; and
  4. trust companies.

Corporate Powers Assumed

Because of s. 165, it is not necessary for the registrar to call for a copy of the memorandum or articles of a corporation. In the case of a foreign entity, its directors and officers must satisfy themselves that the corporation has power to hold land and capacity to acquire land in a foreign jurisdiction. However, the registrar does not require evidence on these points. If a foreign entity does not have power to acquire land in this province and nevertheless does so, the officers may be personally liable for the ultra vires actions of the corporation.

Act of Foreign Entity Not Invalidated

Section 378(4) of the Business Corporations Act provides that no action of a foreign entity carrying on business in British Columbia, including any transfer of property to, or by, the foreign entity, is invalid merely because the action is described in s. 378(3)(a) or (b) or contravenes s. 422(7). Section 378(3) provides that the registration of a foreign entity as an extraprovincial company does not entitle the foreign entity to carry on any business that it is restricted from carrying on by its charter, or act in a manner inconsistent with it. Section 422(7) provides that, after a foreign entity’s registration has been cancelled, it must cease carrying on business in British Columbia.

Land Title Office Requirements for Registration of Instruments to Which a Corporation Is a Party

Applicants must adhere to particular requirements before the registrar accepts instruments for registration where a corporation is a party. Generally, the registrar must be satisfied that the corporation existed when the instrument was executed, and continues to exist. There are particular requirements for circumstances involving foreign entitles, federal corporations, name changes, amalgamations, receivership or liquidation, and escheat. For further information, see chapter 65 (Transferors and Transferees—Proof of Existence and Execution of Instruments) in this Manual.

CROSS REFERENCES AND OTHER SOURCES OF INFORMATION

Section 29 of the Interpretation Act, R.S.B.C. 1996, c. 238 defines “corporation” as follows:

  • “corporation” means an incorporated association, company, society, municipality or other incorporated body, where and however incorporated, and includes a corporation sole other than Her Majesty or the Lieutenant Governor.

Where the term “corporation” is used in the Land Title Act, this definition applies unless another definition applies expressly.

Section 1 of the Business Corporations Act, S.B.C. 2002, c. 57 defines “company” and “corporation” as follows:

  • “company” means
  • (a) a corporation, recognized as a company under this Act or a former Companies Act, that has not, since its most recent recognition or restoration as a company, ceased to be a company, or
  • (b) a pre-existing trust company or a pre-existing insurance company;
  • “corporation” means a company, a body corporate, a body politic and corporate, an incorporated association or a society, however and wherever incorporated, but does not include a municipality or a corporation sole.

See ss. 30 and 378 of the Business Corporations Act regarding the powers and capacity of a company or a foreign entity registered as an extraprovincial company under that Act.

Powers and Restrictions on Acquisition and Disposition of Land

See chapter 64 (Powers and Restrictions on Acquisition and Disposition of Land) in this Manual for a summary of the powers and restrictions applying to various Crown corporations, public agencies, professions and occupations, and other bodies established or regulated by statute.

See chapter 65 (Transferors and Transferees—Proof of Existence and Execution of Instruments) in this Manual for information on the registrar’s requirements for verifying the existence of a corporation.

The Land Title Act and the requirements of the director set out the requirements for transferors in the preparation, execution, and witnessing of instruments:

  1. For attestation and proof of execution of instruments, see Part 5 of the Land Title Act (ss. 41 to 50) at chapter 5 (Land Title Act Part 5 (ss. 41 to 50)—Attestation and Proof of Execution of Instruments) of this Manual.
  2. For the execution and completion of electronic transfer forms, see the Director’s General Directions for Electronic Land Title Forms in the Green Book.
  3. For the execution and completion of hardcopy transfer forms, see Completion Instructions for Hardcopy Transfer Forms at ltsa.ca.

Note that chapter 64 (Transferors and Transferees—Proof of Existence and Execution of Instruments) in this Manual provides supplementary information on the execution of instruments by corporations.

Secondary Sources

See generally Di Castri, Registration of Title to Land, vol. 1, para. 99.