Mailing Address: Courier Address:

PO BOX 9431 Stn Prov Govt 200 - 940 Blanshard Street

Victoria BC V8W 9V3 Victoria BC V8W 3E6

Telephone: 1 877 526-1526 www.bcreg.ca

Incorporating a Limited Company

INTRODUCTION STEPS TO INCORPORATING A COMPANY
There are different ways to form a business in B.C., each To incorporate a company in B.C., one or more persons
with its own advantages and disadvantages. Companies (called “the incorporators”) may form a company by
can officially incorporate, or they can register as a sole completing the following steps:
proprietorship or a partnership. The decision to incorporate
depends on the specific needs of the persons involved and 1. Request name approval and reservation;
the goals of the company.
2. Establish your company's articles;
Companies are incorporated in B.C. according to the
3. Prepare an incorporation agreement;
provisions of the Business Corporations Act. Corporate
Registry staff are pleased to provide information and 4. File an Incorporation Application; and
help you to file documents, but cannot give business or
legal advice. Remember, there is no substitute for sound, 5. Keep documents as part of your company's records.
independent and professional advice.
This information package covers only the five basic steps
The provincial government, in partnership with business to incorporating a company and is not intended to be a
development groups, provides a wealth of information on complete guide.
starting up or expanding a business. For more information,
visit the website www.smallbusinessbc.ca. There is There are many other steps that must be considered when
also information available on incorporating a company incorporating, for example setting up minute or records
at local chambers of commerce, stationery stores, and on books, establishing a central securities register, issuing share
various related websites. certificates, getting consents from directors, etc.

When a company is incorporated, it acquires all of the Again, Corporate Registry staff are pleased to help you file
powers of an individual, as well as an independent the incorporation application, but cannot provide you with
existence – separate and distinct from its shareholders guidance or advice on these other essential steps.

– and an unlimited life expectancy. In other words, the

act of incorporation gives life to a legal entity known as STEP 1: REQUEST NAME APPROVAL AND
the corporation, commonly referred to as a “company”. RESERVATION
A company can acquire assets, go into debt, enter into If the company intends to use a specific name, that name
contracts, sue or be sued. must be approved and reserved by the Corporate Registry.
Compared to registering a sole proprietorship or a This is to ensure the company’s name can be distinguished
partnership, incorporating a company includes higher start- from the names of other incorporated companies and that
up costs related to professional fees for legal and accounting the name meets specific guidelines established by the
services. Carrying on business as a company will increase registrar of companies.
the number of filings you are required to make with the Approval of a name by the registrar for the incorporation of
Corporate Registry. For instance, the Business Corporations a business does not provide a proprietary right or interest
Act requires all companies to file an annual report and also in the name. The approval is solely intended to prevent
to file any changes to the location of the company offices names of incorporated businesses from being so similar as to
and its directors. The company is also required to maintain confuse or mislead the public.
certain corporate records.
This means another business operating in B.C. or elsewhere,
that is not incorporated or registered with the Corporate
Registry could use the same or similar name as your
business.

If it is important to protect your name outside B.C., or from

any other unregistered or unincorporated business in B.C.,
then you should contact Industry Canada for information on
trademarks. Their website address is www.strategis.ic.gc.ca.
INFO 01 COM (JUL 2023) 1
The name reservation is for a period of 56 days. The other STEP 2: ESTABLISH YOUR COMPANY'S
steps in the incorporation process must be completed and ARTICLES
the Incorporation Application must be electronically filed
before the 56 day period ends. Every company must have a set of articles. The company’s
articles are the rules that govern the conduct of the
A company can also choose to use as its name, the company and its shareholders, directors and officers.
incorporation number of the company followed by “B.C. Ltd.”
("0123456 B.C. Ltd." for example). If you choose to use the For small companies, namely those that have only one
incorporation number as the company’s name, you do not shareholder or where the officers are all family members, the
need a name approval and reservation. The incorporation standard set of Table 1 Articles prescribed in the Business
number is assigned by the Corporate Registry at the time Corporations Regulation is usually a suitable set of articles.
the Incorporation Application is electronically filed with the
A sample of the Table 1 standard set of articles from the
Corporate Registry.
Business Corporations Regulation is attached.
The Name Approval Request form attached allows you to
make a maximum of three choices of names, in descending The Table 1 Articles are meant to be adopted without
order of preference. Please read the Name Approval Request  amending the document. If you want to customize
Instructions sheet carefully before making your three the articles for the company, it is recommended you
seek legal advice.
choices. The filing fee for this form is $30.00.

You can apply for the company’s name in the following ways: The articles must be kept by the company as part of the
company’s records.
Online options:
\\ Submit your Name Approval Request electronically through
Name Requests Online at www.bcregistrynames.gov.bc.ca. STEP 3: PREPARE AN INCORPORATION
Payment is by credit card. There is online information you can AGREEMENT
access to help you through the process. The fee to submit online
is $30.00 and a BC OnLine service fee of $1.50.
Before a company can be formed there must be an
incorporation agreement signed by each incorporator. This
\\ If you have a BC OnLine account you can submit your request is required even if there is only one incorporator. Usually the
electronically at www.bconline.gov.bc.ca. incorporator(s) will also be the shareholder(s) and director(s)
once the company is incorporated. The Business Corporations
In-person options: Act specifies that this incorporation agreement must contain:
\\ Visit your local Service BC Centre. Once you've paid the fee, they \\ The agreement of each incorporator to take one or more shares
will submit your request to the Corporate Registry. For a location of the company;
near you, go to www.servicebc.gov.bc.ca.
\\ The signature of each incorporator opposite their full name,
Mailing options along with the date each incorporator signed the agreement;
and
\\ Mail your Name Approval Request form along with a cheque or
money order for $30.00 payable to the Minister of Finance, to: \\ The number of shares of each class being taken by each
incorporator.
Corporate Registry
PO Box 9431 Stn Prov Govt A sample incorporation agreement is attached.
Victoria BC V8W 9V3.
The incorporation agreement must be kept by the company
For information regarding completing your Name as part of the company’s records.
Approval Request form, contact the Corporate Registry at
1 877 526-1526.

Corporate Registry staff cannot provide legal or business STEP 4: FILE AN INCORPORATION
advice. APPLICATION
The next step in the process of incorporating company is to
file an Incorporation Application with the Corporate Registry.

The Incorporation Application must be submitted

electronically over the Internet by visiting Corporate Online
at www.corporateonline.gov.bc.ca. The Corporate Online
site includes online help information to assist you with
completing and filing the online application form. When the
filing is completed, the company is incorporated and you
will be assigned an incorporation number at that time.

INFO 01 COM (JUL 2023)

2
At the end of the electronic filing, you will be asked to set a FEES
password for the company that will let you file other forms
The fee to incorporate a company by filing an Incorporation
for the company using Corporate Online. You should also set
Application using Corporate Online is $350.00 and a BC
a password “hint” that can be displayed back to you if you
OnLine service fee of $1.50. You will need a valid credit card
forget your password.
and you will be asked to enter the credit card information at
It is also recommended you enter an email address. That the end of the transaction.
way if you forget the password, it can be emailed to you.
If you are filing with paper forms, visit bcregistry.gov.bc.ca/
Otherwise, the only way to retrieve the password for the
filing for your service options. Please note that lawyers and
company is to have it mailed to the company’s registered
registry agents may charge additional fees.
office mailing address.

It is recommended that you complete the paper version of

the Incorporation Application first and use it for reference STILL HAVE QUESTIONS?
when you electronically file the Incorporation Application. A For more information about completing your filings
copy of this form is attached. and documentation, contact the Corporate Registry at
1 877 526-1526.
If you are not able to file electronically, you may prepare the
forms on paper and, once the forms are completed, visit Corporate Registry staff cannot provide legal or business
bcregistry.gov.bc.ca/filing for your service options. Please advice.
note that Service BC does not provide legal or financial
advice.

STEP 5: KEEP DOCUMENTS AS PART OF YOUR

COMPANY'S RECORDS
After you have filed the Incorporation Application
electronically and the company is incorporated, the
Corporate Registry will send you the original Certificate
of Incorporation, a certified copy of the Incorporation
Application and a certified copy of the Notice of Articles.

These documents must be kept by the company as part of

the company’s records.

An incorporation number for the company is displayed in

the upper right hand corner of the Certificate of
Incorporation and on the cover sheet accompanying the
documents. You will need the incorporation number of the
company when filing other documents with the Corporate
Registry. You will also be prompted for the company
password when filing any changes to the company on
Corporate Online.

The cover sheet also includes the Business Number issued

by Canada Revenue Agency. This is a nine-digit number
followed by a six-digit number. It is the first nine digits that
are important to other government agencies, you may be
asked for this number if dealing with the Ministry of Finance
for PST, WorkSafeBC or applying for a GST number or other
accounts at Canada Revenue Agency.

3
 NAME APPROVAL REQUEST INSTRUCTIONS
IMPORTANT – READ CAREFULLY PROCESS
This form allows you to make a maximum of three choices, in order of
RESEARCH YOUR CHOICES! preference, for each name approval. If you wish to have more than one name
The Names Examiner searches the Corporate Register only. This approved, you must complete an additional form and pay another fee. Your
register includes the names of corporations incorporated or registered first choice for a name may be approved, if available, and held for a period of
extraprovincially in British Columbia. It does not include names of British 56 calendar days. Any renewals of the reservation period will require payment
Columbia firms, trademarks or corporations registered outside British of another reservation fee. Your 2nd and 3rd choices are not examined unless
Columbia. If you want to ensure your name is not used outside of British the initial choice of name is not available. Regardless of whether your three
Columbia, you could also access the Trademarks database at www.strategis. choices are all examined or not, the full fee is charged.
ic.gc.ca, or you may wish to search other jurisdictions in Canada. Most public A name approval request may be made on this form, or in writing with the
business and trademark registers in Canada are reflected in the NUANS same information as is required on this form.
database, which may be searched for a fee through private search firms.
You can apply for your name in the following ways:
The approval of any name is at the discretion of the Registrar. You are paying
for three choices. Do not commit to any name before it is approved. Provide OVER THE INTERNET: Go to www.bcregistry.ca/namerequest to submit your
three choices for each company you wish to name, in descending order Name Request electronically, for examination by the Names Reservation Unit
of preference. Check them out for potential conflicts through telephone at Corporate Registry. Payment is by credit card, or other payment options if
listings, business directories and other publications. you have a BC Business Registry Account. There is online information you can
Occasionally this office will reject all three of your choices. If that happens, it access to help you through the process. The fee to submit online is $30 and a
will be necessary for you to complete another Name Request form with three $1.50 service fee.
more choices and submit it to this office with another reservation fee. BY SERVICE BC CENTRE: Visit any Service BC Centre who will transmit the
GENERAL request to the Registrar. For locations go to www.servicebc.gov.bc.ca.
This form is used for the approval of all corporate and business names in British
Columbia.
The first step in incorporation (company, society, cooperative association,
financial institution) or registration of firms (partnership, proprietorship) or
extraprovincial companies, is the approval of the name through the Names BY MAIL: Names Reservation Unit, Corporate Registry
Reservation Unit of the Corporate Registry. PO Box 9431 Stn Prov Govt
Once your name is approved, it is reserved for you for a period of 56 calendar Victoria BC V8W 9V3
days. Any renewals of the reservation period will require payment of another
NAME COMPONENTS
reservation fee.
In assessing names, the Registrar’s staff analyze them according to their
If you need assistance call our help telephone number 1 877 526-1526.
constituent components. The form of name acceptable in principle consists
Once your name is reserved, the next step is to submit the necessary of a distinctive element, followed by a descriptive element and ending with a
information to incorporate a company or society, register a proprietorship, corporate designation (if applicable).
partnership or limited partnership or register a foreign entity as an
extraprovincial company. e.g. ABC Manufacturing Ltd.

Please go to the Corporate Registry’s website for information on how to Distinctive Element
incorporate or register, as well as information on other services provided by the Descriptive Element
Corporate Registry. Corporate Designation
The website address is: www.bcreg.ca DISTINCTIVE ELEMENT
Approval of a name by the Registrar for either a corporation or a firm does not The distinctive element serves to differentiate names having identical or similar
provide a proprietary right or interest in the name under any circumstances. It descriptive elements, and for that reason, is the most important element to be
is intended solely to protect the public interest by: examined in the name.
• preventing names of corporations which are so similar as to confuse or Names such as “Tire Shop Ltd.” and “Shoe Store Ltd.” lack an appropriate
mislead; and distinctive element and would be rejected for that reason.
• providing a record which allows the public to determine which
They would be acceptable, if prefixed with an additional distinctive element
individuals are associated with a corporation or firm name.
(e.g. coined word, geographical location or personal name) that would
A corporation or a firm name may be registered under the same name as distinguish them from all the other tire shops and shoe stores.
another firm. As a result there are many duplications of firms names, however,
a firm or a corporation name will not be accepted if it can be confused with e.g. Vancouver Tire Shop Ltd. Sandell’s Shoe Store Ltd.
another corporate name. Coined and made-up words are acceptable distinctive elements, provided they
FIRM NAMES (partnership, proprietorship, limited partnerships, limited do not conflict with others already registered.
liability partnership)
e.g. Intertex Enterprises Ltd. Fabuform Diet Centre Ltd.
Registration of a firm does not provide any protection for that name and
does not mean that the name will be available if you decide to incorporate a A uniquely coined word, used in addition to a geographical location (e.g. Altrex
company using this name. Canada Ltd.), is normally considered sufficiently distinctive by itself that a
descriptive element is not usually required.
Fees
The payment of fees in advance is a mandatory requirement of doing all
business with the Corporate Registry office. The fee to submit a Name Request
to the Corporate Registry by mail is $30.00
Applicants are urged to consult the current Fee Schedule. Payment of the
wrong amount is a common cause for the rejection of name requests. Cheques
and money orders are to be made payable to the Minister of Finance.
PRIORITY SERVICE
Names are processed in the order of time of receipt. Upon request and on
payment of an additional fee, an application will be processed in priority to
others, normally within 24 hours of receipt.
FORM NR REV NOV 2021
DESCRIPTIVE ELEMENT WELL KNOWN NAMES
The descriptive element is useful in describing the nature of the business as Names, which include well known trade names and trademarks, will not be
well as expanding the options available. It allows for use of identical or similar allowed without the advance written consent of the holder.
distinctive elements, which might be desirable in developing a particular
presence in the marketplace. e.g. Exxon, Xerox, Coke

e.g. Victoria Brake Shop Ltd. Victoria Stationery Ltd. EXTRAPROVINCIAL NAMES

CORPORATE DESIGNATION Special consideration will be given to established extraprovincial companies

applying for registration in the province, provided there is not a direct conflict
A company must have as part of and at the end of its name, the corporate in names.
designation, “Limited”, “Limitee”, “Incorporated”, “Incorporee” or “Corporation”.
SPECIAL CHARACTERS
For all purposes, using the abbreviations of these words (e.g. “Ltd.”, “Ltee.”, “Inc.”
or “Corp.”) is acceptable. The use of special characters (such as % or *) should be avoided in corporate
and business names.
Extraprovincial companies that are Limited Liability Companies may have
“Limited Liability Company” or “LLC” at the end of their name. Some special characters may not be recognized by computer, will not print
accurately and may not be allowed.
The corporate designation is not applicable to a firm name, society or
cooperative name. The “¢“ symbol will not be approved in a name under any circumstances.

Firm names for partnerships and proprietorships cannot use “Ltd.”, “Inc.” or NO SUGGESTION OF GOVERNMENT CONNECTION
“Corp.” in their names, but they may use “Company” or “Co.” The word “government” (in either its English or French form) will not be
Firm names for limited partnerships must use "Limited Partnership" at the end allowed. Other words which might imply connection with, or endorsement
of the name. by, any government require written consent of that government. Examples
of other words which imply government connection are “ministry”, “bureau”,
Firm names for limited liability partnerships must use "Limited Liability “secretariat”, “commission” and “certified”.
Partnership" or "LLP." at the end of the name.
The use of “British Columbia” or “BC” as the distinctive element in any name
Societies should have the designation “Society” or “Association” as the last word is considered to imply connection with the Government of the Province of
in their name. Companies are precluded from the use of these words in their British Columbia. Use will be accepted only on the written consent of that
names. government, usually obtained from the Protocol Office, Intergovernmental
Relations Secretariat, after the name has been approved by the Registrar.
Cooperatives should use the word “Cooperative” in their name and may also
use “Association”, “Society”, “Union” and “Exchange”. Use of the words “British Columbia” and “BC” will be accepted without consent,
if they are placed at the end of a name and before the corporate designation.
SINGLE WORD NAMES
e.g. Pacific Warehouse Storage BC Ltd.
Single word names (such as International Limited) are normally not sufficiently
distinct from other names containing the same word and generally will not be NO SUGGESTION OF CONNECTION WITH CROWN OR ROYAL FAMILY
approved.
A name which suggests or implies a connection with the Crown, any living
An exception may be allowed if the proposed, single-word name contains member of the Royal family, or endorsement by the Crown or Royal family will
a coined word that has been trademarked and evidence of the trademark is not be accepted without the written consent from the appropriate authority
presented with the name request. Each case will be determined on its merits. after the name has been approved by the Registrar.
Obvious contractions of common words (e.g. Petrochem, being a contraction e.g. Prince Charles Tea Room Ltd.
of petroleum and chemical) are not considered to be coined words for the
purposes of single-word names. This does not apply to references in a name to geographical locations such as
Prince George, Prince Rupert and references to New Westminster as the Royal
NUMBER NAMES City.
Numerals may be used in company names as the distinctive element. A The use of the words “Crown” or “Royal” in combination with another word(s)
year may be used in a name provided that it is the year of incorporation, that does not imply connection with the Crown or Royal family may be allowed.
amalgamation, change of name, or registration.
e.g. Triple Crown Painting Ltd. Royal Star Holdings Ltd.
e.g. 123456 Enterprises Ltd. Pacific Enterprises (1997) Ltd.
OBJECTIONABLE NAMES
The incorporation number may be used as the name of a British Columbia
company. The accepted format is “345678 B.C. Ltd.”. Names that are considered to be objectionable on public grounds will not be
accepted.
A name reservation or fee is not required for B.C. companies using just their
incorporation number. The name will be given according to the next available A name will not be approved if it includes a vulgar expression, obscene word or
number at the time of incorporation. connotation, racial, physical or sexual slur.

Numbered companies from other jurisdictions, continuing into British The use of names of public figures will not be accepted without the advance
Columbia and wishing to retain their numbered names, will be required to written consent of the person named.
conform with the name requirements of this province. GUIDELINES
PERSONAL NAMES This abbreviated information is provided for convenience only. Corporate
In most cases, a natural person’s full name will be considered to and business law is complicated, and there can be no substitute for sound
professional advice. The Corporate Registry cannot accept responsibility for any
be sufficiently distinctive and therefore acceptable. errors or omissions in this information.
e.g. Bill Brown Ltd. John Smith Inc. HELP IS AVAILABLE
Two surnames, or initials with a surname, are normally accepted. For assistance or further information, please call 1 877 526-1526.
e.g. Brown, Green Inc. J.R. Black Corp.

Please retain this sheet for your information

 NAME REQUEST
NAME
APPROVAL NUMBER NR
Important: Use this number on all documents and in the
electronic submission of documents.

Telephone: 1 877 526-1526 Mailing Address: PO Box 9431 Stn Prov Govt Courier Address: 200 – 940 Blanshard Street
Email: [email protected] Victoria BC V8W 9V3 Victoria BC V8W 3E6

PRIORITY REQUEST – Additional fee required

 YES – This is a priority request and I have

enclosed an additional fee for this service.
INSTRUCTIONS:
ROUTING SLIP NO. DEBIT BCOL ACCOUNT NO.
• Please retain a copy for your records. If the request
is mailed, the Name Reservation section will notify you
by letter or email once your request is completed. FOLIO NO. DEPOSIT ACCOUNT TRANSACTION NO.

• Please type or print clearly.

• SHADED AREAS ARE FOR OFFICE USE ONLY.
GOVT. AGENT TRANSACTION DATE DATE RECEIVED
YYYY MM DD YYYY MM DD
Freedom of Information and Protection of Privacy Act (FOIPPA):
Personal information provided on this form is collected, used and dis-
closed under the authority of the FOIPPA and the Business Corporations Act,
Cooperative Association Act, Partnership Act or Society Act for the purposes GOVT. AGENT TRANSACTION NO. GOVT. AGENT AMOUNT COLLECTED
of assessment. Questions regarding the collection, use and disclosure of
personal information can be directed to the Manager of Registry Operations
at 1 877 526‑1526, PO Box 9431 Stn Prov Govt, Victoria BC V8W 9V3.
$
APPLICANT SURNAME FIRST NAME AND INITIALS

ADDRESS

CITY PROVINCE POSTAL CODE

APPLICANT PHONE NO. EMAIL ADDRESS CONTACT PERSON NAME

(    )
Indicate what the name request is for: (In order for this request to be completed, one box must be ticked)
CORPORATION (INCLUDES A PROPRIETORSHIP/ FINANCIAL COOPERATIVE
SOCIETY
FOREIGN ENTITY) PARTNERSHIP INSTITUTION ASSOCIATION

Is this request for a foreign entity organized or IF YES, ENTER THE JURISDICTION NATURE OF BUSINESS
incorporated in another province or country?
YES NO
ADDITIONAL INFORMATION (Example: Limited Liability Company)

Name Request (first choice) PLEASE TYPE OR PRINT CLEARLY

Name Request (second choice) PLEASE TYPE OR PRINT CLEARLY

Name Request (third choice) PLEASE TYPE OR PRINT CLEARLY

FORM NR (NOV 2021) FORWARD ORIGINAL TO NAME RESERVATION SECTION   RETAIN A COPY FOR YOUR RECORDS
 SAMPLE OF
TABLE 1 ARTICLES

NAME OF COMPANY
(“The Company”)

Incorporation Number:
The Company has as its articles the following articles.
DATE SIGNED
FULL NAME AND SIGNATURE OF EACH INCORPORATOR YYYY / MM / DD

Signature of Incorporator

Full name of Incorporator

Signature of Incorporator

Full name of Incorporator

Table 1
[am. B.C. Reg.s 315/2004, ss. 5 to 9; 186/2007.]

Articles

Part 1 — Interpretation

Definitions
1.1 Without limiting Article 1.2, in these articles, unless the context requires otherwise:
“adjourned meeting” means the meeting to which a meeting is adjourned under Article 8.6 or 8.10;
“appropriate person” has the same meaning as in the Securities Transfer Act;
“board” and “directors” mean the directors or sole director of the Company for the time being;
“Business Corporations Act” means the Business Corporations Act, S.B.C. 2002, c.57, and includes its
regulations;
“Interpretation Act” means the Interpretation Act, R.S.B.C. 1996, c. 238;
“protected purchaser” has the same meaning as in the Securities Transfer Act;
“trustee”, in relation to a shareholder, means the personal or other legal representative of the shareholder,
and includes a trustee in bankruptcy of the shareholder.

Business Corporations Act definitions apply

1.2 The definitions in the Business Corporations Act apply to these articles.

Interpretation Act applies

1.3 The Interpretation Act applies to the interpretation of these articles as if these articles were an enactment.

Conflict in definitions
1.4 If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the
Interpretation Act relating to a term used in these articles, the definition in the Business Corporations Act
will prevail in relation to the use of the term in these articles.

Conflict between articles and legislation

1.5 If there is a conflict between these articles and the Business Corporations Act, the Business Corporations
Act will prevail.
 Part 2 — Shares and Share Certificates

Form of share certificate

2.1 Each share certificate issued by the Company must comply with, and be signed as required by, the
Business Corporations Act.

Right to share certificate

2.2 Each shareholder is entitled, without charge, to one certificate representing the share or shares of each
class or series of shares held by the shareholder.

Sending of share certificate

2.3 Any share certificate to which a shareholder is entitled may be sent to the shareholder by mail and neither
the Company nor any agent is liable for any loss to the shareholder because the certificate sent is lost in
the mail or stolen.

Replacement of worn out or defaced certificate

2.4 If the directors are satisfied that a share certificate is worn out or defaced, they must, on production to
them of the certificate and on such other terms, if any, as they think fit,
(a) order the certificate to be cancelled, and
(b) issue a replacement share certificate.

Replacement of lost, destroyed or wrongfully taken certificate

2.5 If a person entitled to a share certificate claims that the share certificate has been lost, destroyed or
wrongfully taken, the Company must issue a new share certificate, if the person
(a) so requests before the Company has notice that the lost, destroyed or wrongfully taken share
certificate has been acquired by a protected purchaser,
(b) provides the Company with an indemnity bond sufficient, in the judgment of the directors, to protect
the Company from any loss that the Company may suffer by issuing a new certificate, and
(c) satisfies any other reasonable requirements imposed by the Company.

Certificate not to be replaced after registration of transfer

2.51 A person entitled to a share certificate may not assert against the Company a claim for a new share
certificate under Article 2.5 if
(a) the share certificate has been lost, apparently destroyed or wrongfully taken and the person fails to
notify the Company of that fact within a reasonable time after the person has notice of it, and
(b) the Company registers a transfer of the shares represented by the certificate before receiving a notice
of the loss, apparent destruction or wrongful taking of the share certificate.

Splitting share certificates

2.6 If a shareholder surrenders a share certificate to the Company with a written request that the Company
issue in the shareholder’s name 2 or more certificates, each representing a specified number of shares and
in the aggregate representing the same number of shares as the certificate so surrendered, the Company
must cancel the surrendered certificate and issue replacement share certificates in accordance with that
request.

Part 3 — Issue of Shares

Directors authorized to issue shares

3.1 The directors may, subject to the rights of the holders of the issued shares of the Company, issue, allot,
sell, grant options on or otherwise dispose of the unissued shares, and issued shares held by the
Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and
for the issue prices that the directors, in their absolute discretion, may determine.

Company need not recognize unregistered interests

3.2 Except as required by law or these articles, the Company need not recognize or provide for any person’s
interests in or rights to a share unless that person is the shareholder of the share.
 Part 4 — Share Transfers

Registering transfers
4.1 If the Company has issued, or may be required to issue, a share certificate in respect of a share of the
Company, a transfer of that share must not be registered unless the Company, or the transfer agent or
registrar for the applicable class or series of shares, has received
(a) the share certificate, if any,
(b) a written instrument of transfer, which instrument of transfer may be on a separate document or on the
share certificate, endorsed by
(i) the shareholder,
(ii) any other appropriate person, or
(iii) an agent who has actual authority to act on behalf of the shareholder or appropriate person, and
(c) any other evidence reasonably required by the Company, or by the transfer agent or registrar for the
applicable class or series of shares, to prove
(i) the title of the transferor,
(ii) the transferor’s right to transfer the share
(iii) that the endorsement is genuine and authorized, or
(iv) that the transfer is rightful or is to a protected purchaser.

4.2 and 4.3 Repealed. [B.C. Reg. 186/2007, s.c.]

Transfer fee
4.4 There must be paid to the Company, in relation to the registration of any transfer, the amount determined
by the directors.

Part 5 — Purchase of Shares

Company authorized to purchase shares

5.1 Subject to the special rights and restrictions attached to any class or series of shares, the Company may,
if it is authorized to do so by the directors, purchase or otherwise acquire any of its shares.

Part 6 — Borrowing Powers

Powers of directors
6.1 The directors may from time to time on behalf of the Company
(a) borrow money in the manner and amount, on the security, from the sources and on the terms and
conditions that they consider appropriate,
(b) issue bonds, debentures and other debt obligations either outright or as security for any liability or
obligation of the Company or any other person,
(c) guarantee the repayment of money by any other person or the performance of any obligation of any
other person, and
(d) mortgage or charge, whether by way of specific or floating charge, or give other security on the whole
or any part of the present and future undertaking of the Company.

Part 7 — General Meetings

Annual general meetings

7.1 Unless an annual general meeting is deferred or waived in accordance with section 182 (2) (a) or (c) of the
Business Corporations Act, the Company must hold its first annual general meeting within 18 months after
the date on which it was incorporated or otherwise recognized, and after that must hold an annual general
meeting at least once in each calendar year and not more than 15 months after the last annual general meeting.

When annual general meeting is deemed to have been held

7.2 If all of the shareholders who are entitled to vote at an annual general meeting consent by a unanimous
resolution under section 182 (2) (b) of the Business Corporations Act to all of the business that is required
to be transacted at that annual general meeting, the annual general meeting is deemed to have been held
on the date selected, under section 182 (3) of the Business Corporations Act, in the unanimous resolution.

Calling of shareholder meetings

7.3 The directors may, whenever they think fit, call a meeting of shareholders.
Special business
7.4 If a meeting of shareholders is to consider special business within the meaning of Article 8.1, the notice of
meeting must
(a) state the general nature of the special business, and
(b) if the special business includes considering, approving, ratifying, adopting or authorizing any document
or the signing of or giving of effect to any document, have attached to it a copy of the document or
state that a copy of the document will be available for inspection by shareholders
(i) at the Company’s records office, or at such other reasonably accessible location in British Columbia
as is specified by the notice, and
(ii) during statutory business hours on any one or more specified days before the day set for the
holding of the meeting.

Part 8 — Proceedings at Meetings of Shareholders

Special business
8.1 At a meeting of shareholders, the following business is special business:
(a) at a meeting of shareholders that is not an annual general meeting, all business is special business
except business relating to the conduct of or voting at the meeting;
(b) at an annual general meeting, all business is special business except for the following:
(i) business relating to the conduct of, or voting at, the meeting;
(ii) consideration of any financial statements of the Company presented to the meeting;
(iii) consideration of any reports of the directors or auditor;
(iv) the setting or changing of the number of directors;
(v) the election or appointment of directors;
(vi) the appointment of an auditor;
(vii) the setting of the remuneration of an auditor;
(viii) business arising out of a report of the directors not requiring the passing of a special
resolution or an exceptional resolution.

Quorum
8.2 Subject to the special rights and restrictions attached to the shares of any class or series of shares, the
quorum for the transaction of business at a meeting of shareholders is 2 persons who are, or who represent
by proxy, shareholders who, in the aggregate, hold at least 1/20 of the issued shares entitled to be voted at
the meeting.

One shareholder may constitute quorum

8.3 If there is only one shareholder entitled to vote at a meeting of shareholders,
(a) the quorum is one person who is, or who represents by proxy, that shareholder, and
(b) that shareholder, present in person or by proxy, may constitute the meeting.

Other persons may attend

8.4 The directors, the president, if any, the secretary, if any, and any lawyer or auditor for the Company are
entitled to attend any meeting of shareholders, but if any of those persons does attend a meeting of
shareholders, that person is not to be counted in the quorum, and is not entitled to vote at the meeting,
unless that person is a shareholder or proxy holder entitled to vote at the meeting.

Requirement of quorum
8.5 No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be
transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at
the commencement of the meeting.

Lack of quorum
8.6 If, within 1/2 hour from the time set for the holding of a meeting of shareholders, a quorum is not present,
(a) in the case of a general meeting convened by requisition of shareholders, the meeting is dissolved, and
(b) in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the
next week at the same time and place.

Lack of quorum at succeeding meeting

8.7 If, at the meeting to which the first meeting referred to in Article 8.6 was adjourned, a quorum is not
present within 1/2 hour from the time set for the holding of the meeting, the persons present and being, or
representing by proxy, shareholders entitled to attend and vote at the meeting constitute a quorum.
Chair
8.8 The following individual is entitled to preside as chair at a meeting of shareholders:
(a) the chair of the board, if any;
(b) if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.

Alternate chair
8.9 If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes
after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act
as chair of the meeting, or if the chair of the board and the president have advised the secretary, if any, or
any director present at the meeting, that they will not be present at the meeting, the directors present must
choose one of their number to be chair of the meeting or if all of the directors present decline to take the
chair or fail to so choose or if no director is present, the shareholders present in person or by proxy must
choose any person present at the meeting to chair the meeting.

Adjournments
8.10 The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting
from time to time and from place to place, but no business may be transacted at any adjourned meeting
other than the business left unfinished at the meeting from which the adjournment took place.

Notice of adjourned meeting

8.11 It is not necessary to give any notice of an adjourned meeting or of the business to be transacted at an
adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of
the adjourned meeting must be given as in the case of the original meeting.

Motion need not be seconded

8.12 No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules
otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

Manner of taking a poll

8.13 Subject to Article 8.14, if a poll is duly demanded at a meeting of shareholders,
(a) the poll must be taken
(i) at the meeting, or within 7 days after the date of the meeting, as the chair of the meeting directs, and
(ii) in the manner, at the time and at the place that the chair of the meeting directs,
(b) the result of the poll is deemed to be a resolution of and passed at the meeting at which the poll is
demanded, and
(c) the demand for the poll may be withdrawn.

Demand for a poll on adjournment

8.14 A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at
the meeting.

Demand for a poll not to prevent continuation of meeting

8.15 The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules,
prevent the continuation of a meeting for the transaction of any business other than the question on which
a poll has been demanded.

Poll not available in respect of election of chair

8.16 No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

Casting of votes on poll

8.17 On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

Chair must resolve dispute

8.18 In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the
meeting must determine the same, and his or her determination made in good faith is final and conclusive.

Chair has no second vote

8.19 In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands
or on a poll, have a casting or second vote in addition to the vote or votes to which the chair may be
entitled as a shareholder.
Declaration of result
8.20 The chair of a meeting of shareholders must declare to the meeting the decision on every question in
accordance with the result of the show of hands or the poll, as the case may be, and that decision must be
entered in the minutes of the meeting.

Part 9 — Votes of Shareholders

Voting rights
9.1 Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint
registered holders of shares under Article 9.3,
(a) on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to
vote at the meeting has one vote, and
(b) on a poll, every shareholder entitled to vote has one vote in respect of each share held by that shareholder
that carries the right to vote on that poll and may exercise that vote either in person or by proxy.

Trustee of shareholder may vote

9.2 A person who is not a shareholder may vote on a resolution at a meeting of shareholders, whether on a
show of hands or on a poll, and may appoint a proxy holder to act at the meeting in relation to that
resolution, if, before doing so, the person satisfies the chair of the meeting at which the resolution is to be
considered, or the directors, that the person is a trustee for a shareholder who is entitled to vote on the
resolution.

Votes by joint shareholders

9.3 If there are joint shareholders registered in respect of any share,
(a) any one of the joint shareholders may vote at any meeting, either personally or by proxy, in respect of
the share as if that joint shareholder were solely entitled to it, or
(b) if more than one of the joint shareholders is present at any meeting, personally or by proxy, the joint
shareholder present whose name stands first on the central securities register in respect of the share
is alone entitled to vote in respect of that share.

Trustees as joint shareholders

9.4 Two or more trustees of a shareholder in whose sole name any share is registered are, for the purposes of
Article 9.3, deemed to be joint shareholders.

Representative of a corporate shareholder

9.5 If a corporation that is not a subsidiary of the Company is a shareholder, that corporation may appoint a
person to act as its representative at any meeting of shareholders of the Company, and,
(a) for that purpose, the instrument appointing a representative must
(i) be received at the registered office of the Company or at any other place specified, in the notice
calling the meeting, for the receipt of proxies, at least 2 business days before the day set for the
holding of the meeting, or
(ii) be provided, at the meeting, to the chair of the meeting, and
(b) if a representative is appointed under this Article,
(i) the representative is entitled to exercise in respect of and at that meeting the same rights on behalf
of the corporation that the representative represents as that corporation could exercise if it were a
shareholder who is an individual, including, without limitation, the right to appoint a proxy holder, and
(ii) the representative, if present at the meeting, is to be counted for the purpose of forming a quorum
and is deemed to be a shareholder present in person at the meeting.

Proxy provisions do not apply to all companies

9.6 Articles 9.7 to 9.13 do not apply to the Company if and for so long as it is a public company or a
pre-existing reporting company.

Appointment of proxy holder

9.7 Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the
Company, entitled to vote at a meeting of shareholders of the Company may, by proxy, appoint a proxy
holder to attend and act at the meeting in the manner, to the extent and with the powers conferred by the
proxy.
Alternate proxy holders
9.8 A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

When proxy holder need not be shareholder

9.9 A person must not be appointed as a proxy holder unless the person is a shareholder, although a person
who is not a shareholder may be appointed as a proxy holder if
(a) the person appointing the proxy holder is a corporation or a representative of a corporation appointed
under Article 9.5,
(b) the Company has at the time of the meeting for which the proxy holder is to be appointed only one
shareholder entitled to vote at the meeting, or
(c) the shareholders present in person or by proxy at and entitled to vote at the meeting for which the
proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in
respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and
vote at the meeting.

Form of proxy
9.10 A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other
form approved by the directors or the chair of the meeting:

(Name of Company)
The undersigned, being a shareholder of the above named Company, hereby appoints
......................................, or, failing that person, ..........................................., as proxy holder for the
undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders to
be held on the ........... day of........................, ........... and at any adjournment of that meeting.
Signed this ........... day of ..............., ...........
.........................................................................
Signature of shareholder

Provision of proxies
9.11 A proxy for a meeting of shareholders must
(a) be received at the registered office of the Company or at any other place specified, in the notice calling
the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or
if no number of days is specified, 2 business days, before the day set for the holding of the meeting, or
(b) unless the notice provides otherwise, be provided, at the meeting, to the chair of the meeting.

Revocation of proxies
9.12 Subject to Article 9.13, every proxy may be revoked by an instrument in writing that is
(a) received at the registered office of the Company at any time up to and including the last business day
before the day set for the holding of the meeting at which the proxy is to be used, or
(b) provided at the meeting to the chair of the meeting.

Revocation of proxies must be signed

9.13 An instrument referred to in Article 9.12 must be signed as follows:
(a) if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be
signed by the shareholder or his or her trustee;
(b) if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be
signed by the corporation or by a representative appointed for the corporation under Article 9.5.

Validity of proxy votes

9.14 A vote given in accordance with the terms of a proxy is valid despite the death or incapacity of the
shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority
under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received
(a) at the registered office of the Company, at any time up to and including the last business day before
the day set for the holding of the meeting at which the proxy is to be used, or
(b) by the chair of the meeting, before the vote is taken.
Production of evidence of authority to vote
9.15 The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote
at the meeting and may, but need not, demand from that person production of evidence as to the existence
of the authority to vote.

Part 10 — Election and Removal of Directors

Number of directors
10.1 The Company must have a board of directors consisting of
(a) subject to paragraph (b), the number of directors that is equal to the number of the Company’s first
directors, or
(b) the number of directors set by ordinary resolution of the shareholders.

Change in number of directors

10.2 If the number of directors is changed by the shareholders under Article 10.1 (b),
(a) the change is effective whether or not previous notice of the resolution was given, and
(b) the shareholders may elect, or appoint by ordinary resolution, the directors needed to fill any vacancies
in the board of directors that result from that change.

Election of directors
10.3 At every annual general meeting,
(a) the shareholders entitled to vote at the annual general meeting for the election or appointment of
directors must elect or appoint a board of directors consisting of the number of directors for the time
being required under these articles, and
(b) all the directors cease to hold office immediately before the election or appointment of directors under
paragraph (a), but are eligible for re-election or reappointment.

Failure to elect or appoint directors

10.4 If the Company fails to hold an annual general meeting in accordance with the Business Corporations Act
or fails, at an annual general meeting, to elect or appoint any directors, the directors then in office continue
to hold office until the earlier of
(a) the date on which the failure is remedied, and
(b) the date on which they otherwise cease to hold office under the Business Corporations Act or these
articles.

Additional directors
10.5 Despite Articles 10.1 and 10.2, the directors may appoint one or more additional directors, but the number
of additional directors appointed under this Article must not at any time exceed
(a) 1/3 of the number of first directors, if, at the time of the appointments, one or more of the first directors
have not yet completed their first term of office, or
(b) in any other case, 1/3 of the number of the current directors who were elected or appointed as directors
other than under this Article.

Directors’ acts valid despite vacancy

10.6 An act or proceeding of the directors is not invalid merely because fewer than the number of directors
required by Article 10.1 are in office.

Part 11 — Proceedings of Directors

Meetings of directors
11.1 The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings
as they think fit, and meetings of the board held at regular intervals may be held at the place, at the time
and on the notice, if any, that the board may by resolution from time to time determine.

Chair of meetings
11.2 Meetings of directors are to be chaired by
(a) the chair of the board, if any,
(b) in the absence of the chair of the board, the president, if any, if the president is a director, or
(c) any other director chosen by the directors if
 (i) neither the chair of the board nor the president, if a director, is present at the meeting within
15 minutes after the time set for holding the meeting,
(ii) neither the chair of the board nor the president, if a director, is willing to chair the meeting, or
(iii) the chair of the board and the president, if a director, have advised the secretary, if any, or any
other director, that they will not be present at the meeting.

Voting at meetings
11.3 Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of
an equality of votes, the chair of the meeting does not have a second or casting vote.

Who may call extraordinary meetings

11.4 A director may, and the secretary, if any, on request of a director must, call a meeting of the board at any time.

Notice of extraordinary meetings

11.5 Subject to Articles 11.6 and 11.7, if a meeting of the board is called under Article 11.4, reasonable notice
of that meeting, specifying the place, date and time of that meeting, must be given to each of the directors
(a) by mail addressed to the director’s address as it appears on the books of the Company or to any other
address provided to the Company by the director for this purpose,
(b) by leaving it at the director’s prescribed address or at any other address provided to the Company by
the director for this purpose, or
(c) orally, by delivery of written notice or by telephone, voice mail, e-mail, fax or any other method of
legibly transmitting messages.

When notice not required

11.6 It is not necessary to give notice of a meeting of the directors to a director if
(a) the meeting is to be held immediately following a meeting of shareholders at which that director was
elected or appointed or is the meeting of the directors at which that director is appointed, or
(b) the director has filed a waiver under Article 11.8.

Meeting valid despite failure to give notice

11.7 The accidental omission to give notice of any meeting of directors to any director, or the non-receipt of any
notice by any director, does not invalidate any proceedings at that meeting.

Waiver of notice of meetings

11.8 Any director may file with the Company a document signed by the director waiving notice of any past,
present or future meeting of the directors and may at any time withdraw that waiver with respect to
meetings of the directors held after that withdrawal.

Effect of waiver
11.9 After a director files a waiver under Article 11.8 with respect to future meetings of the directors, and until
that waiver is withdrawn, notice of any meeting of the directors need not be given to that director unless
the director otherwise requires in writing to the Company.

Quorum
11.10 The quorum necessary for the transaction of the business of the directors may be set by the directors and,
if not so set, is a majority of the directors.

If only one director

11.11 If, in accordance with Article 10.1, the number of directors is one, the quorum necessary for the
transaction of the business of the directors is one director, and that director may constitute a meeting.

Part 12 — Committees of Directors

Appointment of committees
12.1 The directors may, by resolution,
(a) appoint one or more committees consisting of the director or directors that they consider appropriate,
(b) delegate to a committee appointed under paragraph (a) any of the directors’ powers, except
(i) the power to fill vacancies in the board,
(ii) the power to change the membership of, or fill vacancies in, any committee of the board, and
 (iii)the power to appoint or remove officers appointed by the board, and
(c) make any delegation referred to in paragraph (b) subject to the conditions set out in the resolution.

Obligations of committee
12.2 Any committee formed under Article 12.1, in the exercise of the powers delegated to it, must
(a) conform to any rules that may from time to time be imposed on it by the directors, and
(b) report every act or thing done in exercise of those powers to the earliest meeting of the directors to be
held after the act or thing has been done.

Powers of board
12.3 The board may, at any time,
(a) revoke the authority given to a committee, or override a decision made by a committee, except as to
acts done before such revocation or overriding,
(b) terminate the appointment of, or change the membership of, a committee, and
(c) fill vacancies in a committee.

Committee meetings
12.4 Subject to Article 12.2 (a),
(a) the members of a directors’ committee may meet and adjourn as they think proper,
(b) a directors’ committee may elect a chair of its meetings but, if no chair of the meeting is elected, or if
at any meeting the chair of the meeting is not present within 15 minutes after the time set for holding
the meeting, the directors present who are members of the committee may choose one of their number
to chair the meeting,
(c) a majority of the members of a directors’ committee constitutes a quorum of the committee, and
(d) questions arising at any meeting of a directors’ committee are determined by a majority of votes of the
members present, and in case of an equality of votes, the chair of the meeting has no second or
casting vote.

Part 13 — Officers

Appointment of officers
13.1 The board may, from time to time, appoint a president, secretary or any other officers that it considers
necessary, and none of the individuals appointed as officers need be a member of the board.

Functions, duties and powers of officers

13.2 The board may, for each officer,
(a) determine the functions and duties the officer is to perform,
(b) entrust to and confer on the officer any of the powers exercisable by the directors on such terms and
conditions and with such restrictions as the directors think fit, and
(c) from time to time revoke, withdraw, alter or vary all or any of the functions, duties and powers of the
officer.

Remuneration
13.3 All appointments of officers are to be made on the terms and conditions and at the remuneration (whether
by way of salary, fee, commission, participation in profits or otherwise) that the board thinks fit and are
subject to termination at the pleasure of the board.

Part 14 — Disclosure of Interest of Directors

Other office of director

14.1 A director may hold any office or place of profit with the Company (other than the office of auditor of the
Company) in addition to his or her office of director for the period and on the terms (as to remuneration or
otherwise) that the directors may determine.

No disqualification
14.2 No director or intended director is disqualified by his or her office from contracting with the Company either
with regard to the holding of any office or place of profit the director holds with the Company or as vendor,
purchaser or otherwise.
Professional services by director or officer
14.3 Subject to compliance with the provisions of the Business Corporations Act, a director or officer of the
Company, or any corporation or firm in which that individual has an interest, may act in a professional
capacity for the Company, except as auditor of the Company, and the director or officer or such corporation
or firm is entitled to remuneration for professional services as if that individual were not a director or officer.

Accountability
14.4 A director or officer may be or become a director, officer or employee of, or may otherwise be or become
interested in, any corporation, firm or entity in which the Company may be interested as a shareholder or
otherwise, and, subject to compliance with the provisions of the Business Corporations Act, the director or
officer is not accountable to the Company for any remuneration or other benefits received by him or her as
director, officer or employee of, or from his or her interest in, such other corporation, firm or entity.

Part 15 — Indemnification

Indemnification of directors
15.1 The directors must cause the Company to indemnify its directors and former directors, and their respective
heirs and personal or other legal representatives to the greatest extent permitted by Division 5 of Part 5 of
the Business Corporations Act.

Deemed contract
15.2 Each director is deemed to have contracted with the Company on the terms of the indemnity referred to in
Article 15.1.

Part 16 — Dividends

Declaration of dividends
16.1 Subject to the rights, if any, of shareholders holding shares with special rights as to dividends, the
directors may from time to time declare and authorize payment of any dividends the directors consider
appropriate.

No notice required
16.2 The directors need not give notice to any shareholder of any declaration under Article 16.1.

Directors may determine when dividend payable

16.3 Any dividend declared by the directors may be made payable on such date as is fixed by the directors.

Dividends to be paid in accordance with number of shares

16.4 Subject to the rights of shareholders, if any, holding shares with special rights as to dividends, all
dividends on shares of any class or series of shares must be declared and paid according to the number of
such shares held.

Manner of paying dividend

16.5 A resolution declaring a dividend may direct payment of the dividend wholly or partly by the distribution of
specific assets or of paid up shares or fractional shares, bonds, debentures or other debt obligations of the
Company, or in any one or more of those ways, and, if any difficulty arises in regard to the distribution, the
directors may settle the difficulty as they consider expedient, and, in particular, may set the value for
distribution of specific assets.

Dividend bears no interest

16.6 No dividend bears interest against the Company.

Fractional dividends
16.7 If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the
currency of the dividend, that fraction may be disregarded in making payment of the dividend and that
payment represents full payment of the dividend.
Payment of dividends
16.8 Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made
payable to the order of the person to whom it is sent, and mailed
(a) subject to paragraphs (b) and (c), to the address of the shareholder,
(b) subject to paragraph (c), in the case of joint shareholders, to the address of the joint shareholder
whose name stands first on the central securities register in respect of the shares, or
(c) to the person and to the address as the shareholder or joint shareholders may direct in writing.
Receipt by joint shareholders

T
16.9 If several persons are joint shareholders of any share, any one of them may give an effective receipt for
any dividend, bonus or other money payable in respect of the share.

EN
Part 17 — Accounting Records

M
Recording of financial affairs
17.1 The board must cause adequate accounting records to be kept to record properly the financial affairs and

EE
condition of the Company and to comply with the provisions of the Business Corporations Act.

Part 18 — Execution of Instruments under Seal

R
Who may attest seal

G
18.1 The Company’s seal, if any, must not be impressed on any record except when that impression is attested
by the signature or signatures of

TI E N A
(a) any 2 directors,
E IN RA AN

(b) any officer, together with any director,

(c) if the Company only has one director, that director, or
AR TH IO
(d) any one or more directors or officers or persons as may be determined by resolution of the directors.
BL PT PO OF

Sealing copies

S
1 G T

18.2 For the purpose of certifying under seal a true copy of any resolution or other document, the seal must be
LE
impressed on that copy and, despite Article 18.1, may be attested by the signature of any director or officer.
TA O R E

Part 19 — Notices
C
AD CO PL

Notice to joint shareholders

19.1 A notice, statement, report or other record may be provided by the Company to the joint registered
IN M

shareholders of a share by providing the notice to the joint registered shareholder whose name stands first
on the central securities register in respect of the share.
SA

Notice to trustees
19.2 If a person becomes entitled to a share as a result of the death, bankruptcy or incapacity of a shareholder,
the Company may provide a notice, statement, report or other record to that person by
(a) mailing the record, addressed to that person
(i) by name, by the title of representative of the deceased or incapacitated shareholder, by the title of
trustee of the bankrupt shareholder or by any similar description, and
(ii) at the address, if any, supplied to the Company for that purpose by the person claiming to be so
entitled, or
(b) if an address referred to in paragraph (a) (ii) has not been supplied to the Company, by giving the notice
in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

Part 20 — Restriction on Share Transfer

Application
20.1 Article 20.2 does not apply to the Company if and for so long as it is a public company or a pre-existing
reporting company.
Consent required for transfer
20.2 No shares may be sold, transferred or otherwise disposed of without the consent of the directors and the
directors are not required to give any reason for refusing to consent to any such sale, transfer or other
disposition.
 APPENDIX A

SAMPLE OF AN
INCORPORATION AGREEMENT
ADOPTING THE
TABLE 1 ARTICLES

INCORPORATION AGREEMENT

We propose to form a company under the Business Corporations Act (BC) under the name of

(the “Company”).

We agree to take the number of shares in the Company set opposite our names:

NUMBER OF DATE OF
NAME OF INCORPORATOR SIGNATURE OF INCORPORATOR SHARES SIGNING
YYYY / MM / DD

shares

shares

The Company has as its Articles the Table 1 Articles under the Business Corporations Act (BC).

DATE OF
NAME SIGNATURE SIGNING
YYYY / MM / DD
 BC Company

INCORPORATION APPLICATION
BUSINESS CORPORATIONS ACT, section 10

Telephone: 1 877 526-1526 Mailing Address: PO Box 9431 Stn Prov Govt Courier Address: 200 – 940 Blanshard Street
www.bcreg.ca Victoria BC V8W 9V3 Victoria BC V8W 3E6

DO NOT MAIL THIS FORM to BC Registry Services unless you Freedom of Information and Protection of Privacy Act (FOIPPA):
Personal information provided on this form is collected, used and disclosed
are instructed to do so by registry staff. The Regulation under the authority of the FOIPPA and the Business Corporations Act for
under the Business Corporations Act requires the electronic the purposes of assessment. Questions regarding the collection, use
version of this form to be filed on the Internet at and disclosure of personal information can be directed to the Manager of
Registries Operations at 1 877 526-1526, PO Box 9431 Stn Prov Govt,
www.corporateonline.gov.bc.ca Victoria BC V8W 9V3.

A NAME OF COMPANY – Choose one of the following:

The name is the name

reserved for the company to be incorporated. The name reservation number is , OR

The company is to be incorporated with a name created by adding “B.C. Ltd.” after the incorporation number of
the company.

B INCORPORATION EFFECTIVE DATE – Choose one of the following:

The incorporation is to take effect at the time that this application is filed with the registrar.
YYYY / MM / DD

The incorporation is to take effect at 12:01a.m. Pacific Time on

being a date that is not more than ten days after the date of the filing of this application.
YYYY / MM / DD

The incorporation is to take effect at a.m. or p.m. Pacific Time on

being a date and time that is not more than ten days after the date of the filing of this application.

C INCORPORATOR NAME(S) AND MAILING ADDRESS(ES)

If an incorporator is a corporation or firm, enter the full name of the corporation or firm. Attach an additional sheet if more
space is required.
CORPORATION OR FIRM NAME

LAST NAME FIRST NAME MIDDLE NAME

MAILING ADDRESS PROVINCE/STATE COUNTRY POSTAL CODE/ZIP CODE

CORPORATION OR FIRM NAME

LAST NAME FIRST NAME MIDDLE NAME

MAILING ADDRESS PROVINCE/STATE COUNTRY POSTAL CODE/ZIP CODE

CORPORATION OR FIRM NAME

LAST NAME FIRST NAME MIDDLE NAME

MAILING ADDRESS PROVINCE/STATE COUNTRY POSTAL CODE/ZIP CODE

FORM 01 COM (MAY 2017) Page 1

D COMPLETING PARTY – The completing party must be an individual, not a corporation or a firm.
LAST NAME FIRST NAME MIDDLE NAME

E MAILING ADDRESS OF COMPLETING PARTY PROVINCE/STATE COUNTRY POSTAL CODE/ZIP CODE

F COMPLETING PARTY STATEMENT

FIRST NAME MIDDLE NAME LAST NAME

I,
the completing party, have examined the Articles and Incorporation Agreement applicable to the company that is to be
incorporated by the filing of this Incorporation Application and confirm that:
(a) the Articles and Incorporation Agreement both contain a signature line for each person identified as an incorporator in
the Incorporation Application with the name of that person set out legibly under the signature line,
(b) an original signature has been placed on each of those signature lines, and
(c) I have no reason to believe that the signature placed on a signature line is not the signature of the person whose name
is set out under that signature line.
NAME OF COMPLETING PARTY SIGNATURE OF COMPLETING PARTY DATE SIGNED

YYYY / MM / DD

X
FORM 01 (MAY 2017) Page 2
 NOTICE OF ARTICLES

A NAME OF COMPANY
Set out the name of the company as set out in Item A of the Incorporation Application.

B TRANSLATION OF COMPANY NAME

Set out every translation of the company name that the company intends to use outside of Canada.

C DIRECTOR NAME(S) AND ADDRESS(ES)

Set out the full name, delivery address and mailing address (if different) of every director of the company. The director may
select to provide either (a) the delivery address and, if different, the mailing address for the office at which the individual can
usually be served with records between 9 a.m. and 4 p.m. on business days or (b) the delivery address and, if different, the
mailing address of the individual’s residence. The delivery address must not be a post office box. Attach an additional sheet if
more space is required.
LAST NAME FIRST NAME MIDDLE NAME

DELIVERY ADDRESS PROVINCE/STATE COUNTRY POSTAL CODE/ZIP CODE

MAILING ADDRESS PROVINCE/STATE COUNTRY POSTAL CODE/ZIP CODE

LAST NAME FIRST NAME MIDDLE NAME

DELIVERY ADDRESS PROVINCE/STATE COUNTRY POSTAL CODE/ZIP CODE

MAILING ADDRESS PROVINCE/STATE COUNTRY POSTAL CODE/ZIP CODE

LAST NAME FIRST NAME MIDDLE NAME

DELIVERY ADDRESS PROVINCE/STATE COUNTRY POSTAL CODE/ZIP CODE

MAILING ADDRESS PROVINCE/STATE COUNTRY POSTAL CODE/ZIP CODE

LAST NAME FIRST NAME MIDDLE NAME

DELIVERY ADDRESS PROVINCE/STATE COUNTRY POSTAL CODE/ZIP CODE

MAILING ADDRESS PROVINCE/STATE COUNTRY POSTAL CODE/ZIP CODE

FORM 01 COM (MAY 2017) Page 3

D REGISTERED OFFICE ADDRESSES
DELIVERY ADDRESS OF THE COMPANY’S REGISTERED OFFICE

PROVINCE POSTAL CODE

BC
MAILING ADDRESS OF THE COMPANY’S REGISTERED OFFICE

PROVINCE POSTAL CODE

BC
E RECORDS OFFICE ADDRESSES
DELIVERY ADDRESS OF THE COMPANY’S RECORDS OFFICE

PROVINCE POSTAL CODE

BC
MAILING ADDRESS OF THE COMPANY’S RECORDS OFFICE

PROVINCE POSTAL CODE

BC
F AUTHORIZED SHARE STRUCTURE

Maximum number of shares of this Are there special rights

class or series of shares that the company Kind of shares of this class or restrictions attached
is authorized to issue, or indicate there is or series of shares. to the shares of this class or
no maximum number. series of shares?
Identifying name of class THERE IS NO MAXIMUM NUMBER WITHOUT WITH A PAR Type of YES NO
MAXIMUM OF SHARES PAR VALUE VALUE OF
or series of shares (✔) AUTHORIZED (✔) ($) currency (✔) (✔)

FORM 01 COM (MAY 2017) Page 4