Glossary of Legal Terms

An annual general meeting is the yearly meeting of a company’s shareholders if one is required or held. Corporate matters such as director elections and certain approvals may be dealt with at that meeting.

An annual report is the filing a B.C. company must make each year to keep its registry information current. It helps the public record stay accurate and helps the company remain in good standing.

A company’s articles are the rules that govern how the company conducts itself. They can cover matters such as share rights, internal procedures, and restrictions on the business or powers of the company.

An authorized share structure is the set of share classes and related rights a company is allowed to issue under its corporate documents. It describes the framework for the company’s shares.

The board of directors is the group of directors responsible for managing, or supervising the management of, the company’s business and affairs. The board acts for the company at a high level.

A certificate of incorporation is the official record issued when a company is incorporated. It confirms the company has been legally formed.

A consent resolution is a written resolution signed instead of being passed at an in-person meeting. It allows shareholders or directors to approve a matter in writing when the legal requirements are met.

A corporate register is the official registry record maintained for a company and its filings. It helps show the company’s legal status and filed information.

A delivery address is the address used for physically delivering documents to a company office. It may be different from the mailing address.

A director is an individual who sits on the board of a company after being elected or appointed. Directors are responsible for managing, or supervising the management of, the company’s business and affairs.

An extraprovincial company is a foreign entity that must register under B.C. law if it begins carrying on business in British Columbia. The Act generally requires registration within two months after business begins in B.C.

First directors are the initial directors identified when a company is first formed. They make up the first board until changed according to the law and the company’s documents.

Incorporation is the legal process of creating a company. It sets up the company as its own legal entity, creates the basic rules the business will use, and can limit personal liability in many cases.

An incorporation agreement is the signed agreement required before a B.C. company can be formed. It is one of the core documents used in the incorporation process.

An incorporation application is the filing submitted to create a new company in British Columbia. It is part of the formal incorporation process with the corporate registry.

An incorporator is a person who enters into the incorporation agreement to form a company. The incorporator helps bring the company into legal existence.

A name reservation is the process of requesting approval to use a specific company name before incorporation or another filing. The registry reviews whether the proposed name can be used.

The notice of articles is the corporate record that sets out key information about a B.C. company. It includes details such as the company name, directors, office addresses, and share structure.

A notice of change of address is the filing used to update the registry when a company changes its registered office, records office, or related addresses.

A notice of change of directors is the filing used to update the registry when directors are appointed, removed, or when their information changes.