Every BC corporation requires a registered office and a records office. The address must be a physical location in British Columbia (postal boxes are not acceptable). Similarly, all extra-provincial corporations registered in BC must have a registered agent in British Columbia.

A registered office (or registered agent's office) is important for three reasons:

First, if a corporation is ever sued in British Columbia, the corporation is served with the court action documents by having the court documents delivered to the registered office (or the registered agent in the case of extra-provincial corporations). If the corporation does not file an appearance within 7 days of service (14 days for Small Claims court actions) the person who commenced the court action can obtain default judgment.

Second, the registered office is the place where the BC Corporate Registry sends the annual reports. If the corporation fails to file its annual reports with the Corporate Registry for two years, the corporation will be struck from the registry of companies. It will cease to exist. If that occurs you may restore the corporation, but a restoration will cost about twice as much as what it costs you to incorporate the company. (A restoration involves about $600 for government fees and a similar amount for our fees and costs).

Third, the registered office is the place directors of a corporation may send their notices of resignation. This becomes important because, if the corporation suffers financial difficulties, directors face personal liability for most debts the corporation owes to the government, such as unpaid payroll deductions, GST, PST, corporate income taxes, and for two months of unpaid employee's wages. Many statutes also make directors liable for corporate misdeeds. One example, from the Waste Management Act, is the personal liability imposed on directors for environmental contamination. Directors can often avoid personal liability by resigning before the problem occurs, but they will have to prove the date of their resignation by showing when the resignation was delivered to the registered office of the corporation. (After March 2004 when the new BC Corporations Act comes into force you may wish to consult with us about a new technique which is available to BC corporations to greatly reduce the risk of director's personal liability).

The records office is the location where the corporation is required to keep its corporate records. The office must be open for public viewing of required information during normal office hours. Basically, any member of the public is entitled to review the memorandum, the articles, the share certificates and examine the registers including the list of directors, the shares issued and the amounts paid for them, the share transfers and the shareholder(s) loans.

The new BC Corporations Act is expected to come into force in the spring of 2004. After the new act comes into force, the Corporate Registry will no longer keep copies of the articles of incorporation. Instead, the articles of incorporation will be kept at the records office. Accordingly, to prove what articles the corporation has will require a search at the records office. It is expected the searches of the registered and records offices will be far more common than they are today. You are advised to keep your corporation's records offices with a law firm so that the lawyers may certify what the articles of your corporation are in addition to certifying other information about the corporate records of the corporation.

Naturally enough, we do suggest that you hire us as the registered and records offices for your corporation. It's our business to take care of the following items, and that leaves you free to attend to your business. We will send notice to the addresses your provided to us as your contact information if the registered office is served with a court action. We date stamp all notices which are delivered to the registered office. We will deal with any member of the public who wishes to view or to take copies while checking that the records are not tampered with and that the person only sees the records that they are entitled to see. We prepare your corporation's year end resolutions and we prepare and file your corporation's annual report which must be filed with the BC Corporate Registry.

In return for providing these services, we will charge you $99 per year plus costs. The costs usually include $35 for the annual report fee, $1.50 for the BC online service fee, and $7.04 for GST. (Recognize that fees, expenses and taxes are subject to change without notice.) Additional charges will apply only if the corporation has more than the usual amount of activity. We will provide you advance notice if additional charges will apply for your corporation.

When we form your corporation, we suggest (again, naturally enough) that you also ask us to act as your corporation's registered and records offices. In our experience, we more frequently develop a mutually advantageous long-term relationship with our clients who retain us to act as their corporation's registered and records offices. If you have a registered or records office at another location and you wish to retain our services, simply fill out a "Form 4 - Change of Offices". Once you've filled out the form, you can print it out on your own printer and send it to us by fax or mail, or you can try e-mailing it to us as an attachment. (In your browser with the form on your screen, click on "file" and then "send" and choose "page by e-mail". Our general e-mail address is info@incorporate.ca.)

In addition to the Form 4, we'll need your payment of $125.93, which includes $99 for our annual fee, $20 for the filing fee for the notice of change of offices, and $6.93 for GST. You may send payment by mailing us a cheque, by e-mailing or faxing a Visa authorization, by using PayPal, or, if you have a bank account at one of the main Canadian banks, by using CertaPay.

If you have the corporate records book, make a copy for yourself and send the original to us. If the corporate records book is elsewhere, tell us where it is so that we may help you in retrieving it. If the corporate records are not up to date, we will give you a quote for bringing them up to date. Usually we charge $50 per year plus costs and applicable taxes for bringing the corporate records up to date and for filing the past due annual reports.

Please feel free to contact us if you have any queries about our registered office services.