While many British Columbia societies have started preparing for the transition to the new British Columbia Societies Act (the “New Act”), which will come into effect on November 28, 2016 and will replace the existing British Columbia Society Act (the “Current Act”), the New Act will also have an impact on not-for-profit organizations and charities that are federally incorporated or incorporated in provinces other than British Columbia, if they carry on activities in British Columbia.
Under the Current Act, not-for-profit corporations that are not incorporated in British Columbia but operate in British Columbia have the option of registering with the British Columbia Registrar of Companies; although, those that opt not to register cannot maintain proceedings in court in British Columbia or acquire or hold land or an interest in land in British Columbia.
The New Act, on the other hand, introduces mandatory registration requirements for extraprovincial not-for-profit corporations (which include charities that are federally incorporated or incorporated in provinces other than British Columbia) that carry on activities in British Columbia. For the purposes of the New Act, an extraprovincial not-for-profit corporation is deemed to carry on activities in British Columbia if:
- its name or a name under which it carries on business is listed in a telephone directory in any part of British Columbia, or on a website in or on which an address or telephone number in British Columbia is given for the extraprovincial not-for-profit corporation;
- its name, or a name under which it carries on activities, appears or is announced in an advertisement in which an address or telephone number in British Columbia is given for the extraprovincial not-for-profit corporation; or
- it has, in British Columbia, a resident agent or employee, or an office or similar place from which it carries on business.
Under the New Act, an extraprovincial not-for-profit corporation must register with the British Columbia Registrar of Companies within 60 days after it begins to carry on activities in British Columbia. However, extraprovincial not-for-profit corporations that are already operating in British Columbia when the New Act comes into force are given some special consideration to ease the transition process. An extraprovincial not-for-profit corporation that is already registered in British Columbia will be deemed to be registered for the purposes of the New Act. Furthermore, existing unregistered extraprovincial not-for-profit corporations will have a two year grace period after November 28, 2016 before they will have to register under the New Act.
In order to extraprovincially register with the British Columbia Registrar of Companies, a not-for-profit corporation will have to do the following:
- If the extraprovincial not-for-profit corporation is not a federal corporation, then it must reserve its name with the British Columbia Registrar of Companies, or register an assumed name if its existing name is not approved by the British Columbia Registrar of Companies; and
- File a statement with the British Columbia Registrar of Companies that includes its name (and assumed name if applicable), its home jurisdiction, its incorporation number, its delivery address, its mailing address, and the full name and address of its attorney for service (if any).
If an extraprovincial not-for-profit corporation carries on business in British Columbia and fails to register in accordance with the New Act, then the corporation could be subject to a fine of up to $50 per day for the period that they are operating in British Columbia while being unregistered.