The BC Business Corporations Act (BCA) requires all corporations to file an annual report as per s.51 with current information.
By filing your annual report, you are informing the BC Registry that your company is in active standing.
Failure to file an annual report after two consecutive years may result in company dissolution as per s.422.
This post breaks down important annual maintenance responsibilities and obligations of a corporation such as annual general meetings, annual reference date, company financial statements, elected directors, and appointing auditors.
Annual General Meeting
The BCA requires a corporation to hold a general annual meeting every year as per s.182(1)(b).
At the general meeting as per s.185(c), the directors are to provide financial statements as well as any auditor’s report on the financial statements.
While this may sound quite laborious, the act allows for all shareholders to vote on a resolution to waive an annual general meeting as per s. 182(2)(c) of BCA and if it is unanimously passed then the meeting does not have to be held as per s. 182(5).
Annual Reference Date
The annual reference date, according to s.1(1) of BCA, is the date when the next annual general meeting is to be held.
This date is to be one year from the previous annual general meeting or before as approved by shareholders which needs to be filed in the annual filing.
Financial Statements
A corporation and its directors are required by law to produce and publish annual financial statements as stated in s.198(2) of the BCA.
While every corporation maintains financial accounting every year for taxation purposes, they must ensure that the financial statements are prepared properly.
These financial statements as per s.199(1) are to be approved and signed by the directors before they are published and completed with an auditor’s report.
S.200(1)(a) of BCA allows for a waiver of publishing the statements if all shareholders must unanimously resolve to waive the requirement on the resolution.
Director Elections
The BCA s. 128(1) states a director will hold office either according to the articles of the corporation, the act itself, the director dies, the director is removed or resigns.
In most situations the director will continue to be a director until any of the above events occur.
Every annual filing requires that at least one director is appointed for the corporation as per s.120. For business owners, it may be difficult to track and organize the obligations required by a corporation.
Appointing an Auditor
Section 203(1) of the BCA requires that every corporation must have an auditor and the auditor has to report on the financial statements of the corporation as per s.212(1).
Hiring an auditor for a small corporation can be an expense that is not needed. Fortuitously, the act allows the corporation to waive the need for an auditor, as per s. 203(2).
To waive the requirement all shareholders must unanimously resolve to waive the requirement on the resolution.
Conclusion
To summarize, it is essential for every corporation to file an Annual Report to keep the company in good standing.
In addition to the Annual Report, there may be other corporate documents that need to be prepared for the corporation.
Hire Patrola Law act as your Registered and Records Office to help manage annual corporate maintenance on behalf of the corporation.
Please call us directly at (778) 565-4700 or simply fill out our contact form to schedule a free consultation.
The preceding content is for informational purposes only and does not constitute legal or professional advice. To obtain such advice, please contact our offices directly.