BRITISH COLUMBIA ENTERPRISE CORPORATION ACT

Transcription

1 PDF Version [Printer-friendly - ideal for printing entire document] BRITISH COLUMBIA ENTERPRISE CORPORATION ACT Published by Quickscribe Services Ltd. Updated To: [includes 2006 Bill 3 (B.C. Reg. 74/2006) amendments (effective April 1, 2006)] Important: Printing multiple copies of a statute or regulation for the purpose of distribution without the written consent of Quickscribe Services Ltd. is strictly prohibited. Quickscribe offers a convenient and economical updating service for those who wish to maintain a current collection of hard copy legislation. Go to for more details. 35 [RSBC 1996] Go to to view the Disclaimer.

2 BRITISH COLUMBIA ENTERPRISE CORPORATION ACT BRITISH COLUMBIA ENTERPRISE CORPORATION ACT CHAPTER 35 [RSBC 1996] [includes 2006 Bill 3 (B.C. Reg. 74/2006) amendments (effective April 1, 2006)] Contents 1. Definitions Part 1 - General 2. Company as agent of the government 3. Shares of company 4. Application of Business Corporations Act and other Acts 5. Indebtedness 6. Government guarantee 7. Expropriation of land by the company 8. Grants instead of taxes 9. Power to make regulations Part 2 - Loan Privatization 10. Definitions 11. Other Acts 12. Transfer of the loans 13. Terms and conditions of the loans 14. Applicable rate of interest 15. Land titles 16. Administration for this Part 17. Power to make regulations Definitions 1. In this Act: "company" means the British Columbia Enterprise Corporation; "development corporation" means the British Columbia Development Corporation ; ; [RSBC 1996] Page 2 of 8 Quickscribe Services Ltd.

3 BRITISH COLUMBIA ENTERPRISE CORPORATION ACT Company as agent of the government Part 1 - General 2. (1) The company and B.C. Pavilion Corporation are agents of the government and may exercise their powers only as agents of the government. (2) The company and B.C. Pavilion Corporation are bound by the laws of British Columbia only to the same extent as the government is bound. (3) With respect to property held by each of them, the company and B.C. Pavilion Corporation each have all the immunities that the government has, but each of them may, on behalf of the government, carry out its powers and duties in its own name and acquire, deal with and dispose of property held by it without reference to the government. (4) All property owned or acquired by the company or B.C. Pavilion Corporation belongs to the government, but is held by the company or B.C. Pavilion Corporation on behalf of the government and, despite any other enactment, must be administered by the company or B.C. Pavilion Corporation without reference to the government. (5) The minister is the fiscal agent of the company. Shares of company (6) Despite the Business Corporations Act, the company may use the names "British Columbia Enterprise Corporation" and "B.C. Enterprise Corporation" ; ; (1) The share in the capital of the company must be held by and registered in the name of the minister to be held on behalf of the government. (2) Subject to the approval of the Lieutenant Governor in Council, on terms and conditions the minister considers advisable, the minister may (a) purchase or otherwise acquire shares, notes, bonds, debentures or other securities of the company or of B.C. Pavilion Corporation, or (b) convert any (i) shares, notes, bonds, debentures or other securities of the company or of B.C. Pavilion Corporation that are held by the government, or (ii) indebtedness owed by the company or B.C. Pavilion Corporation to the government into other shares, notes, bonds, debentures or other securities or indebtedness of the company or B.C. Pavilion Corporation. (3) On granting approval to a transaction under subsection (2) made before December 31, 1987, the Lieutenant Governor in Council may order that the transaction be made retroactively as of March 31, 1987, and, in that case, on completion of the transaction, it is conclusively deemed to have occurred on March 31, (4) Shares purchased or otherwise acquired under subsection (2) must be held by and registered in the name of the minister to be held on behalf of the government. (5) With the approval of the Lieutenant Governor in Council, the minister may grant or advance money to the company, or to B.C. Pavilion Corporation, on terms and 35 [RSBC 1996] Page 3 of 8 Quickscribe Services Ltd.

4 conditions the Lieutenant Governor in Council directs. (6) All rights exercisable by the government as shareholder in the company or in B.C. Pavilion Corporation, including the right to appoint a proxy, are exercisable by the minister ; ,5. Application of Business Corporations Act and other Acts 4. (1) If a provision of the Business Corporations Act or of the memorandum, notice of articles or articles of the company conflicts with this Part or with a regulation under this Part, this Part or the regulation under it prevails, and the provision of the memorandum, notice of articles or articles are deemed to be amended to the extent necessary to comply with this Part or the regulation. (2) The Lieutenant Governor in Council may by order direct that a provision of the Business Corporations Act or of another enactment does not apply in respect of the company or in respect of land described in the order in which the company has an interest. (3) The Public Service Act and the Public Service Labour Relations Act do not apply to the company or its employees ; Indebtedness 5. The indebtedness of the company for money borrowed must not at any time exceed a prescribed amount ; Government guarantee BRITISH COLUMBIA ENTERPRISE CORPORATION ACT 6. (1) On terms the Lieutenant Governor in Council approves, the government may guarantee the payment of principal and interest of the notes, bonds, debentures or other securities issued by the company. (2) Section 15 (2), (3) and (4) of the British Columbia Buildings Corporation Act, as it read immediately before its repeal by the Public Agency Accommodation Act, applies to a guarantee under this section. (3) In the absence of an appropriation or if money appropriated is insufficient, money required to be paid in respect of a guarantee under this section must be paid out of the consolidated revenue fund without any appropriation other than this section ; Expropriation of land by the company 7. (1) The company may take by expropriation any land that the company considers necessary for its purposes within the area of the City of Vancouver bounded as follows: Commencing at the intersection of the southeasterly limit of Burrard Bridge and the Harbour Headline on the North side of False Creek, then northeasterly along the bridge and Burrard Street to Drake Street, then southeasterly along Drake Street to Homer Street, then northerly along Homer Street to Smithe 35 [RSBC 1996] Page 4 of 8 Quickscribe Services Ltd.

5 Street, then southeasterly along Smithe Street to Cambie Street, then northeasterly along Cambie Street to Pender Street, then easterly along Pender Street to Main Street, then southerly along Main Street to First Avenue, then westerly along First Avenue to the intersection of the easterly limit of Ontario Street, then along the northerly extension of Ontario Street to the intersection of the Harbour Headline, then easterly, northerly and westerly along the Harbour Headline to the point of commencement. (2) An expropriation under subsection (1) may be done without the consent of the owner of the land or of any other person ; Grants instead of taxes 8. If the Lieutenant Governor in Council directs it to do so in any year, the company must pay to a municipality in which it has real property, the government, or both, a grant not greater than the amount that would be payable as taxes on the real property or as a fee or other charge with respect to the real property in that year if the company were not exempt from those taxes, fees or other charges ; Power to make regulations BRITISH COLUMBIA ENTERPRISE CORPORATION ACT 9. For this Part, the Lieutenant Governor in Council may make regulations referred to in section 41 of the Interpretation Act [RSBC 1996] Page 5 of 8 Quickscribe Services Ltd.

6 BRITISH COLUMBIA ENTERPRISE CORPORATION ACT Part 2 - Loan Privatization Definitions Other Acts 10. In this Part: "lender" means the development corporation, the company or the government; "loan" means a loan made or acquired by the development corporation or the company on its own behalf or on behalf of the government, including a loan under the Low Interest Loan Assistance Revolving Fund Act, S.B.C. 1987, c. 39, the Small Business Development Act or otherwise, and includes a debt arising from this loan; "loan document" means a loan agreement, promissory note, mortgage, debenture, assignment, pledge, indemnity, guarantee, postponement or priority agreement or other document securing, providing for, relating to, constituting collateral for the repayment of or otherwise constituting evidence of a loan by the borrower or by a guarantor of the loan, or otherwise providing security for repayment of the loan; "purchaser" means a purchaser of a loan from the company; "transfer date" means, with reference to a loan or loan document, the date prescribed to be its transfer date ; (1) This Part applies despite any other enactment. (2) The Financial Administration Act does not apply to a loan for the period on and after its transfer date. (3) This Part and section 2 of the British Columbia Enterprise Corporation Financial Restructuring Act, S.B.C. 1987, c. 39, apply, without the consent of a borrower or of any other party to a loan document, to (a) every loan document, and (b) Transfer of the loans every transfer under section 12 of this Act ; (1) Subject to subsection (3), if a loan or loan document is made or entered into after March 31, 1987, all right, title or interest and all obligations or liabilities of the lender in the loan or loan document are vested in, or are assumed by, the company. (2) The company may transfer all right, title and interest of a lender in or to some or all loans or loan documents. (3) On the transfer date for a loan or loan document under subsection (2), all right, title and interest and all obligations and liabilities of the lender in the loan or loan document are transferred to and are vested in, or are assumed by, the purchaser ; Terms and conditions of the loans 35 [RSBC 1996] Page 6 of 8 Quickscribe Services Ltd.

7 13. (1) Subject to subsection (2) and section 14, a reference to a lender in a loan document is deemed to be a reference to the purchaser of the loan. (2) Subsection (1) applies to a loan document (a) for all purposes on or after the transfer date, and (b) to the extent necessary before the transfer date to transfer to the purchaser all interests of the lender in the loan on the transfer date. (3) An advance made by the development corporation after March 31, 1987, as provided for in a loan document issued or delivered to the development corporation before that date, are deemed to have been made by the company. (4) If a loan document was issued or delivered to the development corporation after March 31, 1987, a reference in it to the development corporation is, subject to subsections (1), (2) and (5), deemed to be a reference to the company, and the loan document is enforceable by and is binding on each party to the loan agreement as if all advances under the loan had been made by the company. (5) The priority of a loan or a loan document or of a purchaser of a loan is the same for all purposes as the priority that would apply if the loan had not been transferred and the lender did not have the priority constitutionally provided to the government ; Applicable rate of interest 14. (1) For the purpose of determining the rate of interest on a loan for all purposes on or after the transfer date of the loan, (a) a reference to the prime or, except as provided in paragraph (b), to any other variable or floating rate of a lender in a loan document is, (i) for the period on or after the transfer date, a reference to the annual percentage rate of interest announced from time to time as a reference rate then in effect for determining interest rates on Canadian dollar commercial loans in Canada made to the prime risk commercial customers by the bank listed in Schedule I of the Bank Act (Canada) prescribed for the purposes of this section, and (ii) for the period before September 15, 1987, a reference to the annual percentage rate of interest announced from time to time by the development corporation, and (b) a reference to the low interest loan assistance rate of a lender must be considered to be a reference to 1/2 the annual percentage rate of interest described in paragraph (a). (2) The rate established by subsection (1) is binding under the loan on the following: Land titles BRITISH COLUMBIA ENTERPRISE CORPORATION ACT (a) (b) (c) (d) persons by whom the balance under the loan is payable, and their successors, personal representatives and assigns; the purchaser and the purchaser's successors and assigns; any guarantor of the loan and the guarantor's successors, personal representatives and assigns; each party to a loan document ; [RSBC 1996] Page 7 of 8 Quickscribe Services Ltd.

8 15. (1) In this section, "interest" means an interest in land created by a loan document that is registered in a land title office. (2) If an interest is transferred under section 12, (a) (b) on application by the transferee, and on production of a certificate of vesting signed by the minister describing the interest and the loan document that created it, the registrar of land titles must register the transfer of the interest. (3) If the interest referred to in subsection (2) is a charge, the registrar must register that interest in the name of the purchaser in the same manner as an assignment of a charge. (4) A certificate produced under subsection (2) must name the purchaser and set out a description of (a) the loan document, (b) (c) the interest created, and the land affected by the interest that the registrar considers sufficient for the purposes of identification in the register. (5) For the purposes of the Land Title Act, a certificate that meets the requirements of subsection (4) is sufficient proof to the registrar that a good, safeholding and marketable title to that interest has been established by the purchaser ; Administration for this Part 16. Unless otherwise provided in the agreement transferring a loan, a lender or agent of a lender has no right, on and after the transfer date of the loan, to participate in the administration or management related to the loan or to review administration or management or to receive any accounting with respect to the loan, and no amount owing or paid under the loan or the loan documents is or becomes public money for the purposes of the Financial Administration Act ; (1). Power to make regulations BRITISH COLUMBIA ENTERPRISE CORPORATION ACT 17. (1) The Lieutenant Governor in Council may make regulations for the purpose of completing transfers of loans under this Part, including prescribing (a) the transfer date of a loan or loan document or class of loan or loan document, and (b) a chartered bank for the purposes of section 14 (a) (i). (2) Regulations under subsection (1) may be different for different classes of loans ; [RSBC 1996] Page 8 of 8 Quickscribe Services Ltd.