Message from the Secretary
Land Surveying Companies By Kelly Stofer, BCLS Secretary
T
he Land Surveyors Act (the “Act”) provides for the incorporation of a land surveying company and many land surveyors choose to incorporate their practices and benefit from tax and other advantages of doing so. But operating through a corporation requires an annual permit from the ABCLS which creates certain obligations under the Act and Rules of the Board of Management pursuant to Section 56 of the Act. The requirement for a land surveying company permit is found in Section 51 of the Act:
Corporate registration 51 (1) The board must issue a land surveying company permit to a company within the meaning of the Business Corporations Act that is in good standing under that Act if the board is satisfied that (a) the name of the company includes the words “land surveying”, (b) the majority of the voting shares of the company are legally and beneficially owned by one or more practising land surveyors or by one or more companies the majority of whose voting shares are legally and beneficially owned by one or more practising land surveyors,
(c) [Repealed 2009-34-3.] (d) a majority of the directors of the company are practising land surveyors, and (e) all of the persons who will be practising as land surveyors on behalf of the company are practising land surveyors or are under the direct supervision of a practising land surveyor. In simple terms, Section 51 requires a land surveying company to be incorporated in British Columbia, to include the words “land surveying” in its name, and to be controlled by practising land surveyors through its directors and voting shareholders. The permit application process ensures compliance with Section 51 and includes a review of the articles of the company and associated memorandum. Section 56 of the Act allows the board to make rules that it considers necessary or advisable for the purposes of sections 50 to 55. Among other things, the Rules of the Board: 1. provide for approving company names, issuing permits and renewing permits 2. identify circumstances where a permit ceases to be valid and is to be surrendered
3. require the president of a land surveying company to promptly advise the board in writing of any change to the information which was contained in a permit application or renewal permit application most recently delivered to the association 4. require the president of a land surveying company to advise the board in writing when the practising land surveyor or practising land surveyors being the majority shareholders in the company propose to retire or leave the land surveying business, and provide information, including: ➤➤
the date the member(s) will be retiring or leaving the company
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if the company is being dissolved, a copy of the dissolution form from the Registrar of Companies
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if the company is being continued (e.g. for taxation purposes), a copy of the change of name form removing the words “land surveying” from the name
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a statement indicating that the company will no longer be providing land surveying services to the public.
Members usually have few issues forming a land surveying company and submitting a permit application. However, issues sometimes arise when land surveyors leave, sell or retire from a land surveying company. If you are a director or shareholder in a land surveying company and you are contemplating a change it is recommended that you contact the ABCLS ahead of time to ensure compliance with the Act and Rules of the Board. ✥ the LINK | December 2019
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