Annual Reporting
Law firms help ensure filing deadlines for annual reports are not missed. In British Columbia, companies are required to file an annual report every year within two months of the company’s anniversary date (e.g., the date of incorporation, amalgamation, or continuation). It is important to not miss this filing deadline for two consecutive years as doing so would start the process for a company being struck off the BC corporate registry. When a company is dissolved and not subsequently restored, all property the company owns may be forfeited to the provincial government, while the liabilities of the company’s directors, officers, and shareholders would continue after dissolution. Having a law firm as a company’s registered and records office helps make sure that annual reports are prepared and filed on time, which in return prevents an involuntary dissolution from occurring.
Company Minute Book
Corporate minute books are kept and maintained by a law firm. It is the law in BC for a company to maintain and keep certain corporate records. These records are kept in a corporate minute book that is created at the time of incorporation. When a law firm is the registered and records office of a company, the corporate minute book is kept at the law firm’s office, and if any changes need to be made to the company, such as a director change, or a change in shareholdings, a lawyer at the law firm can assist by preparing the necessary documents and resolutions for the change. This is important for various reasons, with two significant reasons being related to, the obtaining of financing and the selling of the company. Whether the company is seeking financing or the company’s shares are being sold in an arm’s length transaction, the company's lender or a prospective buyer would inspect the corporate minute book when doing its due diligence review of the company, and if the corporate records are not properly kept or up to date, then the company would need to rectify these issues before the transaction completes.
Service of Documents
Law firms accept service of court documents and receive other important correspondence. If a company is sued, court documents could be served at the law firm’s address. A lawyer at the law firm could then assist by reviewing the documents and provide advice on how and when to file a response or reply. This is important as there are deadlines. Not responding or replying within a certain number of days could result in a default judgment against a company. In addition to court documents, a law firm can receive notice from the corporate registry and assist by promptly responding to the notice. Also, a law firm can receive correspondence from the CRA and forward the same to the company and its accountant.
Public Access
The public can inspect certain corporate records at a law firm. Members of the public have a right to inspect certain corporate records such as the articles of a company. A law office provides a convenient location for the public to access such corporate records when compared to the alternatives of visiting the company’s business premises or attending a shareholder’s principal residence. It is less intrusive for members of the public to attend a law firm as it is a neutral place. Furthermore, law firms usually have procedures in place that the public would need to comply with and follow. For example, firms can implement policies that any inspection of corporate records is permitted only by appointment during regular business hours.
The content provided in this blog is intended for informational purposes only and is not a substitute for legal advice. Individual circumstances vary, and you should consult a lawyer to obtain advice tailored to your situation. For further guidance, please contact a qualified legal professional.
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