3 Meaning Of “corporate Interest Holder”

3 (1) In this section:
“associate” means an associate within the meaning of paragraph (c) or (d) of the definition of “associate” in section 192(1) [liability of insiders] of the Business Corporations Act;
“beneficial owner” includes a person who owns through a trustee, personal or other legal representative, agent or other intermediary;
“registered owner”, in relation to a share issued by a relevant corporation, means a person who is a registered owner of the share within the meaning of the laws of the jurisdiction in which the relevant corporation is incorporated, organized, formed, continued or transferred;
“significant number of shares”, in respect of a relevant corporation, means either of the following:

(a) 10% or more of the issued shares of the relevant corporation;
(b) issued shares of the relevant corporation that carry 10% or more of the rights to vote at general meetings.

(2) Subject to the exemptions, if any, in the regulations, an individual is a corporate interest holder in respect of a relevant corporation if any of the following apply:

(a)
Subject to the exemptions, if any, in the regulations, an individual is a corporate interest holder in respect of a relevant corporation if any of the following apply:
- (i) an interest as a registered owner of one or more of the corporation’s shares;
- (ii) an interest as a beneficial owner of one or more of the corporation’s shares, other than an interest that is contingent on the death of another individual;
- (iii) indirect control, within the meaning of the regulations, of one or more of the corporation’s shares;
(b)
the individual has any of the following rights or abilities, or any combination of them, that, if exercised, would result in the election, appointment or removal of the majority of the directors of the relevant corporation:
- (i) the right to elect, appoint or remove one or more of the corporation’s directors;
- (ii) indirect control, within the meaning of the regulations, of the right to elect, appoint or remove one or more of the corporation’s directors;
- (iii) the ability to exercise direct and significant influence over an individual who has the right or indirect control described in subparagraph (i) or (ii);
(c) the individual has a prescribed interest, right or ability in relation to the relevant corporation, or a prescribed criterion or circumstance applies to the individual in relation to the relevant corporation.

(3) If an interest or right referred to in subsection (2) in respect of a relevant corporation is held jointly by 2 or more individuals, each individual is a corporate interest holder in respect of the relevant corporation.
(4) When 2 or more individuals have interests, rights or abilities that, when combined, meet a criterion described in subsection (2)(a), (b) or (c) in respect of a relevant corporation, each individual is a corporate interest holder in respect of the relevant corporation if

(a) the interests, rights or abilities are subject to an agreement or arrangement under which the interests, rights or abilities are to be exercised jointly or in concert by those individuals, or
(b) each individual is an associate of the other individuals.

2019-23-3, effective November 30, 2020 (B.C. Reg 250/2020).