Minute book requirements for a British Columbia (BCBCA) corporation
British Columbia corporations distinguish between the registered office (for service of process) and the records office (where corporate records are kept) under BCBCA s. 42-46. BC is one of few jurisdictions with this two-office model.
| BCBCA s. 42 | Records office requirement |
|---|---|
| BCBCA s. 44 | Required corporate records |
| BCBCA s. 46 | Right of inspection |
| BCBCA s. 111 | Central securities register |
| BC Transparency Register | Required since October 2020 (BCBCA s. 119.2) |
| Records location | Records office (separate from registered office) |
- BC uses a two-office model: registered office (service of process) and records office (where corporate records are kept)
- Required records under BCBCA s. 44 include articles, bylaws, minutes, resolutions, central securities register, and transparency register
- Shareholders may inspect records and obtain copies on payment of a reasonable fee under BCBCA s. 46
- BC Transparency Register required since October 2020 under BCBCA s. 119.2 (tracks beneficial owners)
- Records may be in paper or electronic form; the records office address is filed publicly
The records office vs the registered office
British Columbia's two-office model is one of its most distinctive features. The registered office (under BCBCA s. 35) is the address for service of legal process. The records office (under BCBCA s. 42) is where the corporation's records are kept and where shareholders may attend to inspect them. The two addresses can be the same, but they don't have to be: many BC corporations keep the registered office at their counsel's address (for service) and the records office at the corporation's own offices (for day-to-day operations).
What BCBCA s. 44 requires
Section 44 specifies the records that must be kept at the records office: a certified copy of the certificate of incorporation, the corporation's notice of articles and any altered notices, the articles and any altered articles, copies of court orders, copies of all consolidations, the central securities register, the register of directors, copies of all annual reports, and minutes of meetings and resolutions of shareholders and directors.
The BC Transparency Register
Since October 2020, BC has required corporations to maintain a Transparency Register under BCBCA s. 119.2, similar to the federal CBCA's ISC register but with BC-specific rules. The Transparency Register tracks “significant individuals”: those who directly or indirectly own 25% or more of the corporation's issued shares or voting rights. The register is kept at the records office. Failure to maintain it can result in fines of up to $50,000 for the corporation and $50,000 for individuals.
What's distinctive about British Columbia
BC's two-office model offers a practical privacy advantage: counsel-managed corporations can keep the records office at the actual operational address (typically not public-facing) while the registered office is at counsel's address. BC's Transparency Register was the first beneficial-ownership register in Canada (predating the federal CBCA's ISC register by several years), and its enforcement framework is more developed. The penalty regime under BCBCA s. 119.4 makes the Transparency Register one of the most actively enforced beneficial-ownership requirements in Canada.
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