191 Registration Of New Indefeasible Title And Change Of Name

PRACTICE

Application

An applicant applies for registration of a change of name in Form 17. The applicant completes the portion of the Form 17 that applies to the fee simple or to a charge as the case may be and includes the legal description and new name.

Section Is Not Mandatory

It is not mandatory for a registered owner to apply to have the register updated to show the registered owner’s new name.

However, the registrar requires a company or society to update the corporation’s name as owner of a fee simple or charge if the corporation makes application to register an instrument dealing with the title or charge registered in the corporation’s former name and the corporation is to remain on title as the owner of the title or charge. In this circumstance, the corporation must apply to have the title or charge updated to reflect the new name.

Proof Satisfactory to the Registrar

To establish a change of name, an applicant must present evidence showing the chain of name changes, for example, by birth certificate, marriage certificate, or change of name certificate. In the case of corporations, the registrar verifies a change of name or an amalgamation on the land title computer records, if that information is available there, or from documentation submitted by the applicant.

Electronic Submissions

Birth, marriage, change of name, incorporation, and amalgamation certificates are in the class of supporting documents designated by the director for electronic filing.

Birth and Marriage Certificates Not in English

Certificates, such as birth and marriage certificates, issued by public officers outside of Canada may not be in the English language. Where the birth or marriage certificate has been issued by the appropriate public officer but is not in the English language, it must be translated by someone fluent in both English and the language used on the certificate. The translator must complete a statutory declaration, confirming the translation is accurate and true.

Endorsement of Change of Name on Register

Where the registrar does not register a new indefeasible title under s. 191(1), the registrar endorses the change of name on the existing indefeasible title by noting on it the amendment date and the running serial number, and by signing the notation. This procedure under s. 191(2) is applied only to titles that the land title office has not converted to electronic form.

Copy Forwarded to Assessment Authority

Where the registrar registers a new title under s. 191(1) or registers a change of name under s. 191(3) for a purchaser under a right to purchase, the registrar forwards a copy of the new title or details of the change to the assessment authority.

CROSS REFERENCES AND OTHER SOURCES OF INFORMATION

Return of Marriage Certificate

See s. 38(6) of the Act which provides that the registrar may return a marriage certificate to the applicant after photocopying it at the time of application.

Change of Name on Dissolution of Marriage

See s. 5 of the Name Act, R.S.B.C. 1996, c. 328 regarding a change of name ordered by the court on dissolution of marriage.

Amalgamation of Companies Is Not a Transmission

See the definition of “transmission” in s. 1 of the Act, which expressly excludes amalgamations. An amalgamation is treated as a name change for the purposes of the Act. Note however that where two or more companies amalgamate, the application to transfer title into the amalgamated company’s name must include a Property Transfer Tax Return.

Effect of Amalgamation

See chapter 66 (Transferors and Transferees—Proof of Existence and Execution of Instruments) regarding the effect of an amalgamation of companies and the registrar’s requirements for verifying an amalgamation.

Amalgamation of Extraprovincial Corporation

See s. 379 of the Business Corporations Act, S.B.C. 2002, c. 57 regarding the means by which an amalgamated company may become seized of and hold all land in British Columbia held by the amalgamating extraprovincial companies.

Secondary Sources

See Di Castri, Registration of Title to Land, vol. 1, paras. 52, 53, 180, and 265.

CASE LAW

Transactions Subsequent to Name Change

Where a trust company is made executor of a will and subsequently amalgamates with another trust company, the amalgamated company may apply in its own name for the grant of letters probate. No question arises as to a change of name (Re MacKay Estate (1962), 38 W.W.R. 318 (B.C.S.C.)). Note that an amalgamation of companies is not a transmission. See the definition of “transmission” in s. 1 of the Act.

Amalgamations, However Effected

Two companies amalgamated within the meaning of s. 191(4) of the Act where they “rolled into one homogeneous whole through the acquisition” of the first company’s shares by the second company on the terms that the shareholders of the first company become shareholders of the second company or sell their shares to the second company and transfer all the business and assets of the first company to the second company. As well as a legal merger, there was a complete integration of business enterprises of the two companies into the second company. For an amalgamation to occur within the meaning of s. 191(4) “you must have the rolling, somehow or other, of two concerns into one. You must weld two things together and arrive at an amalgam—a blending of two undertakings” (Seaboard Life Insurance Co. v. British Columbia (Attorney General), 1986 CanLII 960 (BC SC)).

Property Transfer Tax Act “Transferee” Includes Amalgamated Company Making Land Title Act Section 191(4) Application

RC Limited Partner Inc. v. British Columbia, 2023 BCSC 1010 was an appeal under s. 21 of the Property Transfer Tax Act (the “PTTA”) of a decision first made by the Administrator appointed under the PTTA assessing the appellant, RC Limited Partner Inc. (“RC”), $1,629,200 in what is referred to in the decision as the “Additional Property Transfer Tax” (“Additional PTT”), but is often referred to as the “Foreign Buyers’ Tax”.

Under the PTTA, there are potentially two types of taxes imposed on transferees on taxable transactions: (1) under ss. 2 and 3, the general property transfer tax (“PTT”) of between one and three per cent; and (2) as of 2016, under s. 2.02, the Additional PTT of 20 per cent of the value of a residential property that applies to a taxable transaction of residential property in a “specified area” of B.C. when the transferee is a “foreign entity” or a “taxable trustee” as defined in s. 2.01.

A Co. and B Co., which were “foreign entities” under s. 2.01, jointly owned a residential property (“E St.”) in New Westminster. In 2018, A Co. and B Co. were amalgamated into the appellant RC, also a “foreign entity”. RC applied under s. 191(4) of the Land Title Act to change the name of the registered owner of E St. to its name. It applied for and was granted an exemption under s. 14(4)(u) of the PTTA for the general PTT, because the amalgamation was effected under the Business Corporations Act. However, as the transfer was a “taxable transaction” as defined by s. 1 of the PTTA, RC was assessed $1,629,200 for the Additional PTT, because by operation of s. 14(2.1), the s. 14(4)(u) exemption did not apply to the Additional PTT. RC disputed the assessment, arguing that it was not a “transferee” as defined and thus could not be assessed the tax. The administrator affirmed the assessment, which was upheld on appeal to the Deputy Minister of Finance. RC’s appeal to the court turned on the question of law of whether an amalgamated company that applies under s. 191(4) of the Land Title Act is a “transferee” against which Additional PTT can be assessed. RC argued that it was not a transferee because there had been no transfer of land to it under the amalgamation but only a change of name.

Held, appeal dismissed. The term “transferee”, when considered in the full context and purpose of the PTTA, includes an amalgamated company that applies under s. 191(4) of the Land Title Act. Though RC might not be considered a “transferee” under either the ordinary or technical meaning of the word, applying the modern approach to statutory interpretation led to the conclusion that for the purposes of the PTTA it was considered such. The definition of “taxable transaction” in s. 1(1)(f) of the PTTA expressly includes “an application under section 191 of the Land Title Act in respect of an amalgamation referred to in section 191(4) of that Act”. Section 14(4)(u) of the PTTA carves out an exemption from general PTT for applications where the corporate amalgamation is effected under the Business Corporations Act or the Canada Business Corporations Act, R.S.C. 1985, c. C-44, but there is no such exception for the Additional PTT that applies to “foreign entities” including B.C. companies that are controlled by “foreign nationals”, as RC was. Subsection 14(2.1) expressly preserves the application of the additional PTT to transactions under s. 191(4) of the Land Title Act. The scheme and object of the PTTA, and the intention of the legislature, weighed more heavily in the interpretation of the PTTA than did the ordinary meaning of “transfer”. Construing “transferee” to exclude an amalgamated company applying under s. 191(4) would lead to an absurd result: that an application under s. 191(4) was a taxable transaction that could never be taxed. Considering the PTTA as a whole, and in light of the specific provisions relating to the imposition of the Additional PTT on certain transactions and transferees, the legislature intended the definition of “transferee” to include an amalgamated company making an application under s. 191(4) of the Land Title Act.