Annual meeting requirements under the BCBCA (British Columbia corporations)
British Columbia corporations must hold an annual shareholders' meeting under BCBCA s. 182, at least once each year and not more than 15 months after the previous meeting. The meeting can be replaced by a unanimous written consent under BCBCA s. 169.
| BCBCA s. 182 | Annual general meeting required |
|---|---|
| BCBCA s. 169 | Resolutions consented to in writing |
| BCBCA s. 168 | Voting at meetings |
| BCBCA s. 184-187 | Notice, quorum, and procedures |
| Meeting interval | At least once each year, within 15 months |
| Virtual meetings | Permitted under BCBCA s. 174 (since 2020 reforms) |
- Annual general meeting required under BCBCA s. 182 within 15 months of previous
- First annual meeting must be held within 18 months of incorporation
- Written consent in lieu under BCBCA s. 169 requires unanimous agreement of voting shareholders
- Virtual and hybrid meetings explicitly permitted under BCBCA s. 174
- Notice 21-60 days before the meeting (subject to articles)
BCBCA s. 182 requirements
Section 182 of the Business Corporations Act (British Columbia) requires every BC corporation to hold an annual general meeting at least once each calendar year and within 15 months of the previous annual general meeting. The first annual general meeting must be held within 18 months of incorporation. For closely-held BC corporations, the meeting is typically replaced by a written consent under s. 169.
Virtual meetings under BCBCA s. 174
BC was one of the first Canadian jurisdictions to explicitly authorize virtual annual general meetings, reformed in 2020 to formalize practices that had developed during the pandemic. Under BCBCA s. 174, the meeting can be held entirely electronically (no physical location), partially electronically (hybrid), or with electronic participation from some shareholders. The articles must permit virtual meetings, but most modern BC articles include this authorization. This is more permissive than the CBCA federally (which permits virtual meetings but with more procedural friction).
Written consent under BCBCA s. 169
The annual meeting can be replaced by a consent resolution signed by ALL shareholders entitled to vote, under BCBCA s. 169. The consent is treated as having been passed at a meeting on the date of the last signature. For closely-held BC corporations, this is the standard practice for the annual meeting.
What's distinctive about British Columbia
BC's explicit virtual-meeting framework under s. 174 is the most developed in Canada. Combined with the standard 15-month/18-month deadline structure, the BCBCA gives BC corporations meaningful flexibility in how they conduct the annual meeting. BC corporations with articles that pre-date the 2020 reforms should review whether their articles authorize virtual meetings, since the statutory permission is subject to article provisions. The written-consent route remains the standard for closely-held BC corporations.
Octelligence generates the annual unanimous written consent or meeting minutes for every corporation, with director election, financial statement approval, and auditor appointment or waiver pre-formatted.
See Digital Corporate RecordsTracked deadlines, jurisdiction-specific templates, electronic written consents, and a complete minute book record.