The new B.C. Societies Act (which is anticipated to come into force in November of 2016 and is replacing the old B.C. Society Act) has new requirements with respect to the registration of extra-provincial non-profit corporations. Under the previous legislation, extra-provincial registration was optional, however not being registered meant that the society could not maintain a proceeding in a court in B.C. in respect of any contracts made in B.C. and could also not acquire an interest in land in B.C.
Under the new Societies Act, an extra-provincial non-share corporation will be required to register if it is deemed to be 'carrying on activities' in B.C. Indicators of whether a non-share corporation is considered to be 'carrying on a activities' in B.C. will include the following:
(a) its name, or a name under which it carries on activities, is listed in a telephone directory, for any part of British Columbia, in which an address or telephone number in British Columbia is given for the extraprovincial non-share corporation,
(b) 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 non-share corporation, or
(c) it has, in British Columbia,
(i) a resident agent or employee, or
(ii) an office or similar place from which it carries on activities.
The registration will need to be completed within 60 days after the non-share corporation begins to carry on activities in British Columbia. Non-profits and charities should be aware of this new requirement, especially those that are federally incorporated (or incorporated in a province other than B.C.) and that have a significant presence in British Columbia (head office, resident agent/employee, advertising, telephone number, etc). These organizations may not have registered extra-provincially under the previous legislation but registration under the new Act may be required.
Do you require legal advice with respect to Canadian or Ontario non-profits or charities?
Mark Blumberg is a partner at the law firm of Blumberg Segal LLP in Toronto and works almost exclusively in the areas of non-profit and charity law.