Notice of articles (British Columbia)

A notice of articles is a British Columbia company’s record, in the form the registrar establishes, under the Business Corporations Act; a company alters it by filing a notice of alteration with the registrar. A buyer or seller can read it to confirm who the directors are and what the company is authorized to issue, before signing an agreement.

What it contains

Unless the Act provides otherwise, section 11 requires the notice to set out the company’s name, the full name and prescribed address of each director, the registered office and records office addresses, a description of the authorized share structure, and whether special rights or restrictions attach to each class or series of shares. The Act defines that structure as the kinds, classes and series of shares, and any limits on their number, that the company is authorized to issue.

What it does not show

• Who holds the shares. The BC government’s record-search page says shareholder, member and share certificate details are not available.
• Whether the company is current on filings. The same page says a Certificate of Good Standing is issued to an incorporated entity registered in BC that is up to date with its annual report and required filings: see certificate of status.
• Changes since the copy you hold. A change of address or of directors filed with the registrar alters the notice, so ask for a current copy.

Other provinces use different documents. For the wider check, see checking a corporation’s good standing.