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Avoiding Common Errors with Corporate Registries Filings

Avoiding Common Errors with Corporate Registries Filings. Pages 3-6: Business Corporations Act (incorporated companies) Pages 7-11: Partnership Act (includes Sole Proprietorships) Pages 12-14: Rejection and Appeal. Review by Corporate Registries.

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Avoiding Common Errors with Corporate Registries Filings

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  1. Avoiding Common Errors with Corporate Registries Filings • Pages 3-6: Business Corporations Act (incorporated companies) • Pages 7-11: Partnership Act (includes Sole Proprietorships) • Pages 12-14: Rejection and Appeal

  2. Review by Corporate Registries • Document acceptance/rejection by corporate registries staff consists of a blank by blank or item by item review of each document • The question in each instance is: Does the information given purport to be the information requested? • If there is no information entered or the information is clearly not the information requested, the filing is refused.

  3. Reasons for Refusal-BCA 269. (1) The Registrar may refuse to receive, file or register a document submitted to him or her where the Registrar is of the opinion that the document (a) contains material that is contrary to law; (b) by reason of any omission or error in description, has not been duly completed; (c) does not comply with the requirements of this Act; (d) contains any error, alteration or erasure; (e) is not sufficiently legible; (f) is not sufficiently permanent for the Registrar’s records; or (g) is not accompanied by the prescribed fee. Filings can be refused if the Registrar is of the “opinion” that the filing is contrary to law, is incomplete or incorrect, does not comply with the Act, is illegible or not sufficiently permanent, or is submitted without the fee.

  4. Common Errors • Incomplete—if a blank on a prescribed form does not apply, “N/A” should be entered • Incomplete—required information is either omitted or unascertainable from given information • Information is Incorrect—e.g. Street Address vs. PO Box • Missing documents/attachments—certain forms must be submitted in groups • Missing prior filings—we require all missing years of annual filings • Contradictory information in submitted forms • Form signed before end of relevant period—e.g. Annual Returns signed before the anniversary date • Document signed by solicitor where not permitted

  5. Example: Annual Return Name Must be the Complete Legal Name The Previous Year’s Return Must Have Been Filed Opportunity for Contradiction Example: If the answer to 3 and 4 is yes, no additional notices should be attached The Date Signed Cannot be before the Anniversary date

  6. Example: Change of Address Name Must be the Complete Legal Name Must be Postal and Street Address—NOT a PO Box Must be Postal and Street Address—If there is no separate records office, insert “N/A” Must be a PO Box—If there is no separate PO Box, insert “N/A” Original Signature in Ink is Required

  7. Partnership Act-Filings Generally Section 104 of the Partnership Act provides: • A person may file a document by sending or delivering it to the Registrar together with the prescribed fee. • The Registrar shall register a filed document if he or she is of the opinion that the requirements of this Act have been met. (3) The Registrar may refuse to register a filed document if (a) the document does not comply with the requirements of this Act or the regulations; […] Generally, filings can be rejected by the Registrar if he is of the “opinion” that the filing does not meet the requirements of the Act or the Regulations.

  8. Reasons for RejectionPartnership Act • Where the Act prescribes forms, we reject on much the same basis as BCA: • Required information in the form is incorrect • The form is incomplete • The information submitted is contradicted by other submitted information • Some filings have no specified forms, thus, these documents need to conform with the sections of the Act that pertain to those filings. • For example: Limited Partnerships and ET Limited Partnerships

  9. Partnership Act-Limited Partnership 58. (1) A limited partnership is formed when a certificate substantially complying with subsection (2) is registered. (2) A certificate must be signed by all the persons wishing to form a limited partnership and must state (a) the firm name under which the limited partnership is to be conducted; (b) the character of the business; (c) the name and place of residence of each partner, general and limited partners being respectively designated; (d) the term for which the limited partnership is to exist; […] The standard for the rejection of a Limited Partnership is whether the information in the certificate is “Substantially Complying” with the Act, specifically s. 58(2).

  10. Partnership Act-ETLP 90. (1) An extra-territorial limited partnership that carries on business in the Territories shall, within 30 days after commencing to carry on business in the Territories, file a certificate containing the prescribed information and signed by all general partners. (2) A certificate must be supported by evidence satisfactory to the Registrar that the partnership exists as a limited partnership in the jurisdiction in which it was formed. Partnership Regulations: 4. A certificate for registration of an extra-territorial limited partnership referred to in subsection 90(1) of the Act must contain the following information: (a) the firm name under which the extra-territorial limited partnership is to be conducted; (b) the nature of the business; (c) the name and place of residence of each general partner; (d) the term for which the extra-territorial limited partnership is to exist; […] The standard for the rejection of an ET Limited Partnership is non-discretionary—the certificate “must contain” the enumerated information in s. 4 of the Regs.

  11. Partnership Act-LLP & ETLLP Limited Liability Partnerships 102.9 (4) An application must be filed in a form satisfactory to the Registrar and must include (a) the name of the partnership; (b) a description of the business of the partnership; (c) a description of the eligible professions, if any, in which the partners practice; […] Extra Territorial Limited Liability Partnerships 102.25 (3) […] “form satisfactoryto the Registrar”[…] “must include”[…] The standard for the rejection of an LLP or ETLLP includes both a discretionary element—“form satisfactory to the Registrar” and a non-discretionary element—the form “must include” the required items.

  12. Ok, I’m Rejected, Now What? Things you should consider doing: • Fix your forms as requested—Should be quickest and easiest solution • Look at the Act—what is the standard for rejection/refusal to file • Talk to the person who rejected the form—get clarification on why it was rejected • Talk to the Registrar—maybe he or she will reconsider accepting the document

  13. Appeal-BCA 248. A person who feels aggrieved by a decision of the Registrar […] may apply to the Court for an order requiring the Registrar to change the decision, and on the application the Court may so order and make any further order it considers fit.

  14. Appeal-Partnership Act • No explicit right to appeal given in the Act • You are simply left with any available administrative law remedies

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