Accessing Shareholder Information under British Columbia’s Business Corporations Act: A Legal Overview
In British Columbia, a common question is accessibility to a company’s list of shareholders (actually called the “central securities register”). This article will explore who can request this information and the necessary steps to obtain it.
Accessing Shareholder Information: Who Can Request?
The first question that arises is: who has the right to request a copy of a company’s central securities register? The answer is relatively straightforward: any person can apply to a company for a list of the names and addresses of shareholders and the number of shares of each class or series of shares held by each of the shareholders.
Obtaining the Central Securities Register: The Process
To receive a copy of the central securities register, the requesting party must follow a structured procedure. First, they must submit a written application under section 49(1) of the British Columbia Business Corporations Act (BCA) to the company or the person who has custody or control of the central securities register. Alongside the application, an affidavit must be included, providing the applicant’s name, mailing address, and a statement affirming the limited use of the list.
The applicant must confirm that the list of shareholders will only be used for specific and limited reasons: to influence the voting of the shareholders of the company at a meeting of shareholders; to acquire or sell securities of the company; to use in an amalgamation or similar reorganization process involving the company; to call a meeting; or to identify the shareholders of an unlimited liability company. Any other use of the list is unacceptable and not permitted by the BCA. Finally, a prescribed fee, which can go up to $0.50 per page as per the Regulation, must be paid. An affidavit is a written statement the writer has sworn or affirmed that the contents are true. You can have a lawyer or a notary assist you to swear or affirm an affidavit.
Company Obligations and General Inspection Rights
Once an application is received, the company or controlling party must act promptly, providing the requested list up to a date specified in the list that is not more than 14 days before the application’s receipt date. The delivery method should be as agreed upon, or if no agreement exists, by mail or for pick-up by the applicant.
In addition to specific provisions regarding central securities registers, the BCA grants some general inspection rights to certain individuals. Current directors have the right to inspect records without charge. Any person, including the public, may inspect a company’s central securities register during statutory business hours, with an inspection fee capped at $10 per day. Companies also have the option to impose restrictions on inspection through ordinary resolutions.
Additional Considerations and Conclusion
It is crucial to consider the company’s Articles, as they may contain provisions regarding who can inspect corporate records. Additionally, if the company is an amalgamating foreign corporation, specific regulations apply. Certain types of companies, such as public companies, pre-existing reporting companies, community contribution companies, and financial institutions, may grant broader public access to their records.
In conclusion, access to a company’s central securities register in British Columbia is governed by specific rules and regulations outlined in the BCA. While any person can request this information, they must follow a formal application process, include an affidavit, and pay a prescribed fee. Companies and controlling parties have clear obligations to provide this information, ensuring transparency and accountability in corporate affairs. It’s also important to be aware of general inspection rights and any additional provisions in the company’s Articles that may impact access to records.