Registration Of Foreign Entities

Section 375 of the Business Corporations Act provides that a foreign entity must be registered under the Act within 2 months after it begins to carry on business in British Columbia. Section 375 does not apply to banks, railways, and certain interests of a limited partner. Specific exceptions are also granted under this section to shipping businesses and other foreign entities that do not maintain offices or warehouse in the province.

A foreign entity that applies for registration as an extraprovincial company must, pursuant to s. 26(1), reserve either its own or an “assumed name” under s. 22, in accordance with s. 26(3), acquire property in British Columbia under its assumed name. Note that, in accordance with s. 26(5), s. 26(3) does not apply to a federal corporation. Sections 22 and 26 provide as follows:

• Reservation of name
• 22 (1) A person wishing to reserve a name for the purposes of this Act must apply to the registrar.
• (2) After receiving an application to reserve a name under subsection (1), the registrar may reserve the name for a period of 56 days from the date of reservation or any longer period that the registrar considers appropriate.
• (3) After receiving a request for the extension of a reservation of a name, the registrar may, if that request is received before the expiry of that reservation, extend that reservation for the period that the registrar considers appropriate.
• (4) The registrar must not reserve a name for the purposes of this section unless that name complies with the prescribed requirements and with the other requirements set out in this Division.
• (5) A name that the registrar for good and valid reasons disapproves contravenes the requirements set out in this Division.

• Assumed names
• 26 (1) A foreign entity may only register as an extraprovincial company if the foreign entity complies with one of the following, as applicable:

• (a) the foreign entity reserves its own name under section 22;
• (b) if the foreign entity's own name cannot be reserved, the foreign entity reserves, under section 22, an assumed name that meets the requirements of that section.

• (2) If a foreign entity reserves an assumed name, the registrar may register the foreign entity as an extraprovincial company with its own name, if the foreign entity provides an undertaking to the registrar, in form and content satisfactory to the registrar, that it will carry on all of its business in British Columbia under that assumed name, and on such registration the extraprovincial company is deemed to have adopted the assumed name.
• (3) An extraprovincial company that has adopted an assumed name under this Act

• (a) must acquire all property, rights and interests in British Columbia under its assumed name,
• (b) is entitled to all property, rights and interests acquired, and is subject to all liabilities incurred, under its assumed name as if the property, rights and interests and the liabilities had been acquired and incurred under its own name, and
• (c) may sue or be sued in its own name, its assumed name or both.

• (4) No act of an extraprovincial company that has adopted an assumed name under this Act, including a transfer of property, rights or interests to or by it, is invalid merely because the act contravenes subsection (3)(a) of this section.
• (5) This section does not apply to a federal corporation.

Federal Corporations

Where a federal corporation is not registered as an extraprovincial company under the Business Corporations Act and an applicant applies to register an instrument to which the company is a party, the registrar checks the company’s incorporation and continued existence by using the online lookup of Corporations Canada. If the registrar cannot verify the company’s incorporation or registration and continued existence using Corporations Canada, the registrar requires the applicant to provide the proof of incorporation and proof of current existence. The registrar requires a certificate of status as proof of the existence of the federal corporation. A certificate of status is acceptable for six months from its date of issue.

Submissions:

On the Declaration form, enter a description of the certificate of status and attach an image of the original certificate of status. The electronic Declaration is submitted in support of the instrument that creates the interest in land.

By virtue of s. 26(5) of the Act, if the name of a federal corporation does not comply with the requirements of the Business Corporations Act, it need not adopt an assumed name to acquire or hold land or an interest in land in British Columbia.

Foreign Entities Not Registered in British Columbia

Where a foreign entity, other than a federal corporation, is not registered as an extraprovincial company under the Act and it wishes to acquire or hold land or an interest in land, the foreign entity must provide the registrar with proof of incorporation and proof of current existence in the form of a certificate of status or an affidavit from the appropriate government authority or officer of the jurisdiction where the foreign entity was incorporated, certifying that:

1. the foreign entity was incorporated under the laws of that jurisdiction on a stated date; and
2. the foreign entity is a subsisting corporation as of the date of the certificate.

A certificate of status is acceptable for six months from its date of issue.

Submissions:

On the Declaration form, enter a description of the certificate of status and attach the certificate of status. The electronic Declaration is submitted in support of the instrument that creates the interest in land.