Starting a business in British Columbia involves a series of strategic decisions, one of the most critical being the selection of an appropriate legal structure. The choice between conducting business as a sole proprietor, through the formation of a partnership, or by incorporating a company has far-reaching implications for liability, taxation, governance, and regulatory compliance. This article provides an overview of the primary business structures available in British Columbia—namely companies (also known as corporations), general partnerships, and limited partnerships—along with practical considerations and guidance on the formation, maintenance, and legal obligations associated with each structure. This article does not seek to comprehensively discuss all the structures available to business operators, but focuses on those structures intended for those seeking to operate a business with a view to making profit, as such community contribution companies, benefits companies, societies, and other business vehicles designed for businesses focused on societal change, rather than profit, have not been discussed. Additionally, while Limited Liability Partnerships are also a relatively common business structure in British Columbia, their use tends to be limited to professional services businesses such as lawyers and accountants, and as such they fall beyond the scope of this article.

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Preliminary Considerations Regarding Structuring a Business

The selection of the appropriate business structure for a given business should be guided by several key considerations.

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Liability

First and foremost is the issue of liability. Business owners must determine the extent to which they are willing to expose their personal assets to the risks and obligations of the business. In general partnerships, every partner is personally liable for the debts and obligations arising from the business’ operations, including all debts and obligations incurred by one’s partners even without a partner having knowledge or granting approval of those debts or obligations. In contrast, corporations and limited partnerships offer varying degrees of liability protection for the business owners’ (the company’s shareholders, or limited partnerships limited partners) personal assets.

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Taxation

Taxation is another critical consideration, and it is important that business operators to obtain tax and accounting advice before settling on the business structure through which they will operate their business. Partnerships are generally treated as “flow-through” entities for tax purposes, meaning that the partnership itself does not pay income tax. Instead, the income and losses of the partnership are allocated to the partners, who report them on their personal tax returns. By allocating partnership income and losses to the individual partners, the partners may be able to gain a tax benefit by setting off losses from other business ventures against partnership income, or by setting off partnership losses to reduce taxable income the partners may have received from other ventures. Companies, by contrast, are entities that are legally distinct from their shareholders. A company pays corporate income tax on its income, and shareholders are personally taxed again when they receive dividends from their company, there is no ability for the owners of a corporation to set off a corporation’s income or losses against their personal income or losses from other ventures or vice versa. However, companies may benefit their shareholders through other advantages, such as great ability to carry out tax planning and deferral, the ability to implement succession planning, the ability to split income, the availability of the small business tax deduction, and have the advantage of perpetual existence.

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Perpetual Existence

As independent legal entities companies will continue to exist in perpetuity despite the death or incapacitation of their owners, provided that the corporation complies with applicable laws and regulations and is not dissolved for non-compliance. This makes companies the best vehicle for conducting business if it is the intention of the owners to sell their business or pass it down to the next generation. While it is possible to affect the transfer of ownership of a partnership between generations or to other owners, it takes significantly more planning to ensure a partnership is properly maintained through such transactions.

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Administrative Costs and Expenses

Cost and administrative complexity are also important. Partnerships are generally less expensive and easier to maintain throughout their lifetimes, though the preparation of a comprehensive partnership agreement can be expensive. On the other hand, companies require more formalities to incorporate, and to ensure their ongoing compliance with applicable legislation. These formalities include the filing of incorporation documents with the BC Registrar of Companies, the preparation and maintenance of more substantial corporate records, and the filing of annual reports.

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Regardless of business structure, it is vital to the long-term success of any business that its constating documents and records be kept up to date ensure that there is clarity as to who owns and has decision making authority with respect to the business. Businesses that fail to maintain their records can be subject to fines, may be unilaterally dissolved by the Registrar, and may have trouble finding investors or buyers as these individuals are often cautious investing in businesses whose records do not clearly indicate who has owned and controlled the business throughout its existence.

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Companies

Incorporation of a Company

Incorporating a company under the British Columbia Business Corporations Act creates a separate legal entity distinct from its owners. This structure is ideal for businesses seeking limited liability for its owners, perpetual existence, and the ability to raise capital from investors or transfer the business to new owners.

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The incorporation process begins with reserving a corporate name through BC Registries and Online Services. The name must include a descriptive element (what the company does), a distinctive element (something unique to the company), and legal element such as “Limited”, “Incorporated,” or “Corporation”, or a related abbreviation such as “Ltd”, “Inc”, or “Corp”. A company name must not be substantially similar to, or be easily confused with, the name of an existing company. If it is the Registrar will not permit the name to be reserved or used. One may skip name reservation if they wish to incorporate a “numbered company” or a company with only a number as its name. Once the name is approved it will be reserved for a period of time, during which the incorporators must file an Incorporation Application, including an Incorporation Agreement and a Notice of Articles with the BC Registrar of Companies. Upon approval of those filings, the Registrar issues a Certificate of Incorporation that evidences the existence of the company.

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The Incorporation Application submitted by the incorporators must also appoint at least one director. Directors are responsible for the day to day oversight of the company’s operations. Duties of loyalty and good faith in favour of the company are imposed on directors, which means that directors are prohibited from acting in a manner that is adverse to the interests of the company and must take steps to ensure they govern the company in a reasonable and prudent manner. While directors’ have the power to make decisions on behalf of the company and the authority to bind the company to obligations, they also bear the burden of potential personal liability (their personal assets could be placed at risk) should they fail to adhere to their duties of loyal, good faith, and reasonable care. Certain laws also hold the directors of a company personally responsible for ensuring the company follows those laws, for example, directors are held personally responsible for a company’s failure to remit its taxes and may be help personally responsible for failing to pay employees wages. In British Columbia, the appointment of officers such as a company President, Secretary, CEO, CFO, or other position, is optional. However, like directors those who are appointed as officers are subject to duties of loyalty, good faith, and reasonable care to the company.

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Mandatory Corporate Records

Once incorporated companies must maintain a registered office and a records office in British Columbia. At the records office, the following documents must be kept:

1. Certificate of Incorporation (issued by the BC Registrar of Companies to confirm the existence of the company).
2. Notice of Articles (definitively confirm the directors and setting out the classes of shares the company is authorized to issue).
3. Articles (confirming the rules the company must follow in conducting its operations and confirming the rights and restrictions associated with each share class described by the Notice of Articles).
4. Central Securities Register (listing shareholders, share classes, and issuance dates).
5. Register of Directors (including names, addresses, and appointment dates);
6. Share certificates issued by the company.
7. All shareholder and director resolutions.
8. Copies of the company financial statements.
9. Copies of the company’s annual reports.

Certain other documents that are required to be kept at the records office may arise on a case by case basis but do not occur in all cases.

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These corporate records are the principal source determining who has ownership and control of the company. Business owners must therefore take care to ensure the records are prepared accurately at the time of incorporation, and to keep them up to date at all times during the life of the company. Failure to do so may result in disputes between shareholders, with third parties, or with regulatory authorities as to who is entitled to benefit from the ownership and control of the company, which disputes may require costly and time consuming litigation to resolve.

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Subject to certain exceptions companies incorporated in British Columbia must also maintain a “Transparency Register” listing all “significant individuals” having an interest in the company. The register must include the full legal name, date of birth, last known address, citizenship and residency status, the date the individual became or ceased to be significant, a description of how they qualify as a significant individual, and the steps taken to confirm the information. Access to the Transparency Register is restricted to directors and authorized government officials. There are significant fines and penalties that can be imposed on companies that fail to maintain a Transparency Register.

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Ownership of a Company

Ownership of a company is not as simple as owning some percentage of a company’s shares. The Notice of Articles and the Articles of a company must respectively set out the various classes of shares a company is authorized to issue to shareholders, and the rights and restrictions associated with each class of shares. Every company must have shares that are entitled to vote on matters related to the operations of the company, shares that are entitled to receive the profits of the company during its life, and shares that are entitled to the equity and assets upon liquidation of the company’s business, but the mix of rights attributed to each share class, and the number of available share classes, is at the company’s discretion.

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These principal rights, along with any additional rights or restrictions the incorporators of the company see fit to assign, may be combined and distributed amongst a company’s various share classes in whatever manner the incorporators deem fit. However, it is vital that the share classes described in the Notice of Articles and rights and restrictions assigned to each class by the Articles are internally consistent, and that the assigned rights and restrictions are set out in the Articles in a practical and coherent matter. Failure to ensure consistency between the Notice of Articles and the Articles, or to ensure the rights and restrictions assigned to each class of shares are set out in a practical and coherent manner, may result in confusion and dispute as to who validly owns the shares of the company and what rights each owner is entitled to with respect to the company. Every distribution or transfer of shares should be meticulously documented at the time the transaction occurs, to ensure that the agreed details of the transaction are recorded for reference should the shareholders or the directors of the company disagree as to the terms of transaction at a later date.

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Taxation of Companies

Companies are taxed as separate entities from their shareholders. Meaning they pay corporate income tax on their income, and shareholders are taxed personally when they receive dividends from the companies they own. However, there are mechanisms in under taxation legislation that attempt to minimize the impact of this double taxation, so that in effect the taxes paid by shareholders are roughly equal to the taxes that shareholders would have paid if they received the funds directly. It is vital that business owners retain an accountant to ensure that are able to minimize the excess tax paid when operating through a company.

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Shareholders’ Agreements

Incorporation and preparation of the records described above is generally all that is necessary to creating a company that is ready to conduct business. However, if the company will be owned by more than one person a Shareholders’ Agreement governing the relationship between each of the shareholders and the company is strongly recommended. The British Columbia Business Corporations Act offers little guidance or direction with respect to the resolution of disputes between shareholders or the appropriate governance of company operations. Therefore, a Shareholders’ Agreement is necessary to fill the gaps and enable disputes regarding the company to be resolved in an efficient manner. A Shareholders’ Agreement should address key issues such as who is entitled to sit on the board of directors for the company (and thereby have authority over the day to day operation of the company), the capital contributions required of each shareholder and how financing decisions will be made on a go forward basis, limits operational decision-making authority of the directors, the availability dispute resolution mechanisms, the procedures that must be followed if the shareholders want to sell their shares or have the company issue new shares to new or existing shareholders, as well as any other company specific matters or agreements that may arise between the shareholders.

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General Partnerships

Formation of General Partnerships

A general partnership involves two or more people carrying on business together with a view to profit. A general partnership can be formed without any formal registration or even any documentation. Under the British Columbia Partnership Act if two or more people carry on business together with a view to profit, they are deemed to have formed a partnership. Business operators must be wary of this deemed existence of a partnership, as the Partnership Act may, unknown to the partners, impose rights and obligations that do not align with their intentions. To avoid unwanted obligations and to ensure each partner receives the rights it was intended they receive, business operators carrying on business collectively should document the rights and obligations they are each entitled to in a partnership agreement.

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Notwithstanding the fact a general partnership can be formed without any documentation, if the business operates under a name other than the legal names of the partners the name must be registered with the BC Registrar of Companies. Additionally, if a partnership seeks to operate in certain more heavily regulated industries (e.g. trading, manufacturing, or mining), there is an obligation to file a registration statement with the BC Registrar of Companies.

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To register a business name, the partners must first submit a Name Request through BC Registries and Online Services. The name must be distinctive and not misleading or confusingly similar to existing partnership or company names. Once the name is approved, the partnership can be registered by submitting the appropriate registration documents to the BC Registrar of Companies. Nothing further is required to form a general partnership, but best practice is to document the rights and obligations of the partners in a partnership agreement.

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General Partnership Agreements

Although not legally required for the formation of a general partnership, it is strongly recommended that the partners enter into a written partnership agreement. This agreement should address key issues such as the nature of the business, the capital contributions of each partner and how other financing decisions will be made, the allocation of profits and losses, the authority of each partner to bind the business, operational decision-making procedures, dispute resolution mechanisms, and procedures for admitting new partners or dissolving the partnership.

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Liability of Partners

In a general partnership, each partner is jointly and severally liable for the debts and obligations of the partnership’s business. This means that a creditor may pursue any one partner for the full amount of a debt, regardless of which partner approved it and whether the other partners even had knowledge of the debt. This exposure to personal liability, and the lack of control over the debts and obligations for which a partner may become responsible, is one of the primary drawbacks of the general partnership structure.

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Taxation of Partnerships

General partnerships are generally treated as “flow-through” entities for tax purposes, meaning that the partnership itself does not pay income tax. Instead, income and losses are allocated to the partners, who report them on their personal tax returns. By allocating partnership income and losses to the individual partners, the partners may be able to gain a tax benefit by setting off losses from other business ventures against partnership income, or by setting off partnership losses to reduce taxable income the partners may have received from other ventures.

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A Note on Sole Proprietorships

Sole proprietorships are, in effect, general partnerships with only one partner. Like general partnerships, the proprietor in a sole proprietorship is personally liable for the debts and obligations arising from the business of the sole proprietorship. There is no documentation required to form a sole proprietorship, provided that if the business is conducted under a name that is not the legal name of the proprietor, then that business name must be reserved and registered with the BC Registrar of Companies, and a registration statement is required to be filed if the proprietorship is going to conduct business in certain heavily regulated industries. The conduct of any substantive business as a sole proprietor is not typically advantageous, so this article will not discuss sole proprietorships in any greater detail.

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Limited Partnerships

Structure and Formation of Limited Partnerships

A limited partnership is a business structure that includes at least one general partner and one or more limited partners. The general partner manages the business on behalf of the limited partnership and assumes unlimited liability for the debts and obligations of the business, while the limited partners contribute capital to the business and enjoy liability protection for their personal that’s that have not been contributed to the limited partnership, provided they do not participate in the management of the business.

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To form a limited partnership, the general partners must first reserve a business name through BC Registries and Online Services. The name must include the words “Limited Partnership” or the abbreviation “LP.” Once the name is approved, the general partners must file a certificate with the BC Registrar of Companies confirming the existence of the limited partnership and disclosing certain information about the limited partnership. The limited partners are not afforded liability protection until the certificate is filed and approved by the Registrar.

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Limited Partnership Agreements and Partnership Records

Limited partnerships must also have a written partnership agreement. The agreement should address the roles and responsibilities of each partner, the amount and form of capital contributions, the allocation of profits and losses, limits on the scope of the general partner’s decision-making authority, and the procedures for admitting new partners or dissolving the partnership, among other partnership specific details. At the limited partnership’s records office, the following records must be maintained: a copy of the limited partnership agreement and any amendments to same, a copy of the filed certificate and any amendments to it, and a register of limited partners. This register must include the full name and address of each limited partner, the amount and type of their contribution, and the date of their admission or withdrawal.

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Liability in Limited Partnerships

Limited partners are liable only to the extent of their capital contributions to the limited partnership, unless they take part in the control and management of the business. If a limited partner participates in management, they may lose their limited liability status and be treated as a general partner. Thus, it is often the case that the general partner in a limited partnership is a company that is controlled by the individuals who also control the limited partners (themselves usually companies as well) in the limited partnership. With this structure, the general partner’s decisions will be guided by individuals each of whom seek to act in the best interest of a limited partner, but by acting through the corporate general partner these individuals ensure that no limited partner is perceived taking over the management of the business.

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Taxation of Limited Partnerships

Like general partnerships, limited partnerships are not taxed as entities, income and losses passed through to the partners, who report it individually and the income and losses can be comingled with each partners income or losses from other business ventures to create tax benefits.

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Operational Considerations

After business operators have settled the business structure through which they intend to operate, and formation of the business structure has been completed they must turn their mind to the regulatory requirements imposed on operating businesses.

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Employment Matters

Regardless of business structure, businesses that employ employees must comply with the Employment Standards Act of BC, which sets out minimum standards for wages, hours of work, overtime pay, statutory holidays, vacation entitlements, and termination notice or pay in lieu, among other obligations intended to protect and benefit employees. Legislation and common law in British Columbia are very favourable to employees and create risk of significant liability for employers if they are found to be in contravention of the law in this area. Implementing, adhering to, and regularly reviewing and updating properly drafted employment agreements and company policies is the best way for a company to mitigate the risk of liability with respect to its employees.

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Human Rights Matters

In addition to employment standards, businesses must comply with the British Columbia Human Rights Code. This legislation prohibits discrimination in employment and the provision of services on the basis of protected characteristics such as race, gender, disability, age, religion, and sexual orientation. Under the Human Rights Code Employers have a duty to accommodate employees with disabilities to the point of undue hardship, which may include modifying work duties, schedules, or physical workspaces. Being so closely comingled with employment legislation, the best way for a company to minimize its risk of liability under human rights legislation is all implementing, adhering to, and regularly reviewing and updating its employment agreements and company policies.

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Occupational Health and Safety Standards

The law also imposes workplace safety standards that governed by WorkSafeBC under the Workers Compensation Act and the related Occupational Health and Safety Regulation. All employers with one or more workers must register with WorkSafeBC and pay insurance premiums. Employers are responsible for ensuring a safe and healthy work environment, which includes conducting risk assessments, implementing safety protocols, providing training and supervision, and reporting workplace injuries and incidents. A mandatory aspect of WorkSafe compliance is the implementation of a Bullying and Harassment policy, which often takes the form of a Workplace Conduct Policy. Employers should review the Workers Compensation Act , the Occupational Health and Safety Regulation, and WorkSafeBC’s related policies and bulletins to determine what aspects of these regulations apply to their business, and take steps to implement policies and procedures addressing each relevant aspect.

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Privacy Obligations

Privacy obligations are also critical, particularly for businesses that collect, use, or disclosure personal information about customers, employees, or clients. The Personal Information Protection Act (PIPA) requires businesses operating in British Columbia to obtain informed consent before collecting, using, or disclosing any individuals’ personal information, to use the information only for the purposes for which it was collected, and to implement reasonable security measures to protect it. Businesses must also have a privacy policy and a designated privacy officer, and they must respond to access and correction requests from individuals whose information they hold. It is strongly recommended that business owners take time to understand what constitutes “personal information” under PIPA and audit their business operations to determine how such information is collected, used, or disclosed. Only once this is understood can a business implement effective policies and security measures for managing the collection, use, and disclosure of that information.

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Taxation Authorities

Finally, most businesses must also register with appropriate taxation authorities, including the Canada Revenue Agency and the Ministry of Finance, and comply with tax remittance rules regarding the remittance of PST, GST, income tax, and other taxation requirements. Every business owner should retain a reliable accountant to assist them in effectively managing their tax obligations.

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The above considerations are by no means a comprehensive list, as businesses will bear industry, locational, and other business specific legal regulation and liability risks related to their operations. The above summary represents only a cursory review of some common examples of regulation that all businesses must investigate, understand, and comply with throughout the course of their operations.

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Conclusions

The process of structuring a business in British Columbia and implementing policies and procedures that govern its operations is not merely legal formality—these are strategic decision that shapes the business’s risk profile, tax obligations, governance structure, and long-term potential.

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General partnerships offer simplicity and flexibility but expose partners to unlimited personal liability. Limited partnerships provide a mechanism for passive investment with liability protection for limited partners, but they require careful adherence to statutory formalities to preserve that protection. Companies, while more complex and administratively demanding, offer the most robust legal framework. They provide limited liability to shareholders, perpetual existence, and access to tax planning and tax deferral strategies, succession planning methods, income splitting potential, as well as easier access to capital from third party investors. However, they also require strict compliance with corporate governance rules, record-keeping obligations, and ownership transparency requirements.

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Regardless of the structure chosen, all businesses must comply with a range of legal obligations under employment, privacy, human rights, occupational health and safety, and legislation, and may face additional regulatory burdens on an industry, locational or other basis. These obligations are not optional; policies and procedures for compliance must be integrated into the day-to-day operations of the business from the outset of its operations, and should be regularly reviewed and updated to ensure compliance is maintained as the business the regulatory environment within which it operates evolves.

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Entrepreneurs are strongly encouraged to seek legal and accounting advice when selecting and establishing a business structure and commencing business operations. Professional guidance can help ensure that the chosen structure aligns with the business’s goals, minimizes legal and financial risk, ensure regulatory compliance and sets the foundation for sustainable growth. With the right structure in place and a clear understanding of the associated responsibilities, business owners in British Columbia can move forward with confidence, knowing they have built their enterprise on a solid legal and operational foundation.

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The foregoing is not intended to be legal advice and should not be construed as such, it is merely legal information. Every business is unique and business operators should seek legal and accounting advice specific to their circumstances.

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On May 27, 2025, the federal government introduced a new GST rebate for first-time homebuyers, eliminating GST on new homes under $1 million. Homes priced between $1M and $1.5M will receive a partial rebate, phasing out as the price increases. For example, a $1.25M home qualifies for a 50% rebate, saving buyers up to $25,000.

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Eligible buyers must be Canadian citizens or permanent residents over 18, who haven’t owned a home in the past 4 years. The rebate applies to new homes purchased from builders, owner-built homes, and qualifying cooperative housing units—provided the home becomes the buyer’s primary residence and the buyer occupies it. Key eligibility dates are between May 27, 2025 and 2031, with construction required to finish before 2036.

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The rebate can’t be claimed more than once per lifetime or if a spouse has already used it. It also doesn’t apply to homes purchased under contracts signed before May 27, 2025, or to co-op units already eligible for a full rental rebate.

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Industry reaction is mixed. While developers and industry associations welcome the rebate, they argue it doesn’t go far enough. Many urge broader eligibility to improve affordability and further stimulate construction of new housing supply.

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As part of my estate planning practice, I often draft wills that include testamentary trusts for one or more of the will-maker’s beneficiaries. The use of testamentary trusts isn’t novel but there’s been an increase in the number of inquiries I receive on the topic. To clear up some of the confusion, let me answer some of the most popular questions I receive:

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1. My children/grandchildren/godchildren/nieces or nephews are too young to control an inheritance on their own, is there anything I can do?
2. I’m divorced and I don’t want my ex to have any influence/control over my child’s inheritance, is there anything I can do?
3. I’m not sure the beneficiary can handle an infusion of cash, is there anything I can do?
4. I’d like the inheritance to be received at certain intervals, is there anything I can do?
5. I have a specific purpose in mind for this gift, is there anything I can do?

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The answer to all these questions is yes, testamentary trusts. It’s a misconception that trusts are for the ultra-rich. The popularization of trusts funds in US dramas hasn’t helped with the confusion. Trusts can be for everyone!

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A trust is simply a relationship among the settlor (the person that creates the trust), the trustee (the person that manages the trust) and the beneficiaries (the persons that benefit from the trust). Trusts come in all different shapes and sizes. And testamentary trusts, being a trust that takes effect on death, is a type of a trust. It’s a relatively simple structure to a knowledgeable lawyer but outside the scope of a notary’s practice. A testamentary trust is often no more than a page long in a Will and can be used to address a myriad of concerns, including those articulated above.

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Most of the wills I draft for will-maker’s include one or more testamentary trusts. The terms of the testamentary trusts are up to the will-maker. How much cash will be set aside? Up to the will-maker. Who will be the trustee and in charge of the fund? Whomever the will-maker decides. When does the beneficiary ultimately take control of their inheritance? Up to the will-maker. Testamentary trusts give the will-maker the chance to control how and when an inheritance is received. This often gives clients of mine much more peace than “hoping for the best”.

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If your estate plan could benefit from the use of testamentary trusts (and it probably could), a skilled wills, estates and trusts lawyer can help. An experienced lawyer will help craft a will that includes your intended beneficiaries while also addressing your major concerns.

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In today’s economy, shared ownership of a residential property may be the only way for some people to get their foot into the real estate market. Relationships of various nature may decide to purchase property together such as siblings, friends, parent-child, and business partners. Usually, the decision to purchase a property occurs when relationships are at their peak, but what happens when there is a breakdown in the relationship?

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We are seeing an increasing number of cases where two individuals purchase a property together with the intention to share and live in the property, but then over time the relationship begins to sour and eventually one of the co-owners moves out. At that point, either of the co-owners can apply pursuant to the Partition of Property Act, RSBC 1996, c 347 (the “Act”) to have the property sold and the net sale proceeds divided between the co-owners pursuant to their entitlement.

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The core purpose of the Act is to allow co-owners to apply to the court to physically divide (partition) or sell the shared property when owners can’t agree amongst themselves. Today, a sale of the property is the more common remedy than partition under the Act.

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Section 2 of the Act expressly states that an owner may be compelled to sell the property against their will. Section 6 of the Act goes one step further and says a co-owner that owns 50% or more of the property can apply to the court to have the property sold and the court must order the sale of the property unless there is good reason not to.

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The Act also provides recourse for co-owners that own less than 50% of the Property. In these cases, the court will give the co-owner that has a higher interest in the property a limited right of first refusal – giving them the option to buy out the share of the party requesting the sale.

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Where there is no issue concerning the co-owners’ interest in the property, the court will order the sale of the property unless the responding co-owner can demonstrate that there is good reason not to order the sale. Courts in British Columbia have outlined that personal inconvenience, “emotional attachment”, inability to buy a comparable property do not constitute good enough reasons to oppose a sale. On the other hand, serious hardship, lack of good faith, and there being an agreement in place between the parties restricting the sale may be sufficient for the courts to not order the sale.

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In addition to ordering the sale of the property, the Act provides the courts with the ability to make sure the profits from the sale are divided fairly. As such, both co-owners will need to present evidence to account for any expenses and revenues associated with owning the Property and advocate for how the net sale proceeds need to be adjusted accordingly.  

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Co-owning property can be a practical or profitable arrangement, but it can also lead to conflict – especially where personal or financial circumstances change. If you are in a co-ownership situation and are facing disputes over the use, division, or sale of the property, it’s wise to seek legal advice. A lawyer experienced in property law can help you understand your rights under the Act and guide you through the process of applying to the court if needed.

If you own shares of a company in B.C., note that the B.C. government will launch a public transparency register by late spring or early summer 2025.

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Since October 2020, private B.C. companies have been required to maintain internal transparency registers disclosing individuals with substantial control or influence. With the enactment of new laws, this information will soon be accessible to the public.

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Starting as of spring 2025, companies—including limited, unlimited liability, community contribution, and benefit companies—must file their transparency register information online. These filings are due within 6 months of incorporation, annually, and within 15 days of any changes.

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The updated rules also shorten the time to update internal registers from 30 to 15 days upon discovering new information. Registers must now include additional details such as social insurance or individual tax numbers and, if applicable, statements of incapacity.

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It remains unclear whether the new registry will allow public searches by individual name or only by company name. The federal registry restricts individual-name searches due to privacy concerns; B.C.'s approach is still to be confirmed.

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Businesses should ensure compliance with the upcoming filing and disclosure obligations in order to avoid penalties or fines.

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If you are a business owner with any questions related to the new transparency register requirements, reach out to Aman Bindra at [email protected] or 604-591-7321 today.

Chris and Mike ran out of time to answer all the questions from our webinar on April 17th 2025 .  As promised here are the questions and answers.  As noted in our presentation this should not be considered as legal advice for your particular situation but rather general guidelines.  If you are intending to act or have a specific follow up question please contact us directly or your professional advisors.

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The following answers are premised on the assumption the employee is covered by provincial legislation.

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We apologize in advance for saying like lawyers do “Now that is an interesting question” but many of these issues are fact driven and often the law is unclear.  For example see our comments below regarding just cause.

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Question # 1

Question

When laid off, does the employer pay for the employee contributions for benefits or does the employee send in the money that would have been deducted off their pay?

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Answer

Depends—sorry about that!

If the employee is covered by a collective agreement then that agreement will likely address the employer’s obligations during the layoff.

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If it is a layoff of a non union employee then as Chris reviewed with you it can be treated as a constructive dismissal allowing the employee to quit and sue for wrongful dismissal.  The Employment Standards Act (“E S Act”) provides that if a condition of employment is substantially altered then the Director may deem the employment terminated:  section 66.   In that case there is no issue of maintaining benefits following termination although you should tell the employee that they may have rights to convert their benefits for their own use.

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If the layoff does not constitute a constructive dismissal because you have a contractual right to layoff up to the amount allowed by the E S Act or because the employee has agreed to the layoff, there is no obligation to continue the benefits although cancellation of benefits might be a deemed termination.  If the employee is agreeing to the temporary layoff you should negotiate for the continuation of benefits subject to the terms of your benefit policies.  You might pay their portion of the benefits on his/her behalf and get a signed agreement that if they are returned to work then you can deduct the benefits premiums you paid on their behalf. Another option is to request post-dated cheques from the employee for their portion of the premium. However from a practical point of view employers who want the employees to return should make arrangements to continue the benefits.

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You should be aware that if an employee is on a leave of absence under the E S Act versus a temporary layoff then different rules apply regarding benefits under section 56:

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Employment deemed continuous while employee on leave or jury duty

• 56   (1)The services of an employee who is on leave under this Part or is attending court as a juror are deemed to be continuous for the purposes of
  
  • (a)calculating annual vacation entitlement and entitlement under sections 63 and 64, and
  • (b)any pension, medical or other plan beneficial to the employee.
• (2)In the following circumstances, the employer must continue to make payments to a pension, medical or other plan beneficial to an employee as though the employee were not on leave or attending court as a juror:
  
  • (a)if the employer pays the total cost of the plan;
  • (b)if both the employer and the employee pay the cost of the plan and the employee chooses to continue to pay the employee's share of the cost.
• (3)The employee is entitled to all increases in wages and benefits the employee would have been entitled to had the leave not been taken or the attendance as a juror not been required.
• (4)Subsection (1) does not apply if the employee has, without the employer's consent, taken a longer leave than is allowed under this Part.
• (5)Subsection (2) does not apply to an employee on leave under section 52.2.

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Question #2

Question

Can a pay and position reduction be based on Performance and argued successfully ( i.e. to not be a constructive dismissal)?

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Answer

We assume the employee is not covered by a collective agreement. For a non-union employee a change in pay could well constitute a constructive dismissal even if there are legitimate performance reasons for making the changes.  Chris covered off in the presentation the type of changes in pay that might be a constructive dismissal.

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But changing an employee’s position (i.e. a demotion) coupled with a reduction in pay becomes more likely to be a constructive dismissal. Remember, if the employee agrees to the changes instead of electing to quit and sue, then such changes would not be a constructive dismissal.

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The best way to mitigate risk with respect to demotions is to have clear contractual language/policies on when the employer has a right to demote based on performance.

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Question #3

Question

How does this effect contract workers whose set end date is before the economic recovery is foreseen?

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Answer

If the non-union employee is on a fixed term contract then the employer is obligated to continue the contract until the end of the term (unless you have negotiated an enforceable early termination clause). The state of the economy will not impact the employer’s obligation to honour the agreement. Once the contract reaches the end date, the employer’s obligations end and there is no obligation to pay severance either at common law or under the E S Act (see section 65(1)(b)). Be aware that if the employee continues working past the end date of the contract, the employment is converted into an “indefinite term” contract.  

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Question # 4

Question

What happens to those employees that have been with the organization for over 20 yrs and have very old contracts with really bad termination clause not good for the employer. How can we change these contracts to apply new E S Act clause etc.?

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Answer

You will have to negotiate new contracts to replace the old ones.  You have to provide what the courts call “fresh legal consideration” as Chris discussed.  For example you might offer the revised employment contract at the time you are providing a raise and/or a promotion that the employee would not have otherwise received.

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If the employee will not agree to the new terms then your options are to give him/her working notice and terminate the employment.  Once terminated you can offer new employment under the terms of the new contract.  We do not recommend simply giving them working notice that the changes will be implemented.

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Question #5

Question

What makes a termination clause enforceable/not enforceable?

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Answer

There might be a number of reasons. For example if the clause does not meet the minimum requirements for termination notice or pay under the E S Act it will be deemed void and unenforceable. This will be so even if the termination provisions comply with section 63 at the time of termination but the clause could be offside down the road (see for example Shore v Ladner Downs where a 30 day notice period did not comply with the E S Act because it would go below the minimum after 5 years of continuous employment).

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Ontario courts are really expanding the basis for striking down minimum standards termination clauses leading to more uncertainty whether a clause is enforceable. For example, if the clause tries to define “just cause” to a lower standard, this could be fatal. To date, the BC courts have been more employee friendly but challenges are in the works.  

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Fortunately in a case Chris took for an employer the contract does not have to specifically model the Group Termination provisions of section 64.

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The clause might also be void for ambiguity. If it has a very confusing formula or contradictory terms, this could be fatal.

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And as noted if the contract is not supported by proper legal consideration then it might be unenforceable.

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So you can see why you need to get professional advice when drafting such provisions.  You don’t want to be saying “oops” 20 years down the road!

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Question #6

Question

Is there such a thing as working notice?

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Answer

Yes in fact that is what the courts require an employer do to legally end the employment relationship if it is not for just cause.  As mentioned 95% of our business clients do not normally give working notice as they would rather not have the terminated employee around.  In that case the termination is a “wrongful dismissal” in that proper working notice was not given.  The employee then sues for damages for lack of working notice which is subject to reduction for mitigation.

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If you are going to give working notice you need to be careful regarding the form and wording of the notice in order for it to be enforceable.

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By the way if you give what the court subsequently finds to be less than reasonable notice if the employee quits then the court will reduce the damage award by the amount of that notice assuming good faith reasons for termination and no other changes.

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Question #7

Question

If a staff member gives his 2 weeks notice and the employer decides to ask them to leave right away are we required to pay the 2-week severance?

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Answer

Yes.  In fact that might arguably be a wrongful dismissal although if the employee gave 2 weeks notice then that would probably cap the notice entitlement.  Further if the employee was say an 8 year employee then the claim under the E S Act would be for 8 weeks severance pay that is not subject to mitigation.

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Question #8

Question

If you terminate an employee WITH cause, after having several meetings and have signed written notices from them acknowledging that they have been written up, are you still required to pay severance?

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Answer

Another interesting question that clients hate but the issue of what constitutes “just cause” to relieve an employer of its obligation to provide working notice or severance pay/pay in lieu has become very complicated as a result of the Supreme Court of Canada’s decision in McKinley v BC Tel.  Before that case, most employers would successfully argue that dishonesty would always be cause for dismissal.  The SCC disagreed and said that each case had to be considered on its own facts and that the approach has to be a “contextual” one.  

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It may be that following a process of progressive discipline as the question presupposes might ultimately be proven to be just cause but that still has to be considered under the McKinley test.

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I should note that “near cause” will not be used to diminish your liability—it is like being pregnant—either you are or you are not.

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Again given the complexity of this issue you are wise to get your professional advisors to review before you pull the trigger.

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Question # 9

Question

Can any union organize? for example, I haven't heard of a hairdresser union or retail worker unions?

Answer

Yes, any union that satisfies the definition of union under the Labour Relations Code can organize and apply for certification for any group of employees.  There may be some restrictions on who can apply for a craft certification under section 21 of the Code. By the way there is a retail worker union called UFCW!

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Question #10

Question

Can you terminate the benefits if the employee does not provide the cheque?

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Answer

If the employee is on a consensual layoff or on medical leave and the employee does not provide the cheque or otherwise pay for their portion of the premium, then the employer can in our view cancel the benefits in most circumstances. BUT we would caution that should only be done in the clearest of circumstances and with proper notice. Again, the best practice is to have a clear policy about what happens with benefit premiums when an employee goes on layoff or leave.

With ongoing uncertainty around tariffs imposed by Canadian and U.S. governments, real estate developers and investors must determine how standard form contracts handle compensation adjustments. Most construction contracts in Canada don’t specifically mention “tariffs” but do refer to “taxes” and “duties.”

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For example, the CCDC 2-2020 contract, which is widely used in development and construction projects, allows for price changes if taxes or duties change after bid closing. Since tariffs are systems that impose duties, it could be argued that tariff-related cost increases fall within this clause. This means that the developer or homeowner, not the contractor, is the one who typically has to eat higher costs as a result of tariffs.

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Other standard form construction contracts, like CCDC 5B, allow for tariff-related compensation unless a Guaranteed Maximum Price (GMP) is in place, which typically does not permit price adjustments once set.

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Given that Canadian retaliatory tariffs in response to U.S. trade actions can impact material costs unpredictably, it’s challenging to foresee their effect on specific projects. Accordingly, contractors and owners should review existing contracts closely and consider including explicit tariff-related clauses in future agreements to reduce the risk of cost escalations.

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Newly imposed tariffs on Canadian goods pose a significant challenge to employers and the economy. In response, the Canadian government announced a number of temporary Employment Insurance measures on March 21, 2025, which will be implemented via pilot project. These new measures are intended to help workers impacted by the tariffs which have been imposed on Canadian goods.

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These new measures include:

• Suspending the rules regarding severance, vacation and other monies upon separation for six months. This will allow claimants to receive their EI benefits sooner, without being required to use up the benefits listed above. This applies to all new claimants between March 30, 2025 and October 11, 2025.
• Waiving the waiting period for six months, allowing workers to receive their benefits from the first week of unemployment. This applies to all new claimants between March 30, 2025 and October 11, 2025.
• Adjusting regional unemployment rates that determine duration and access to EI benefits for three months. This reduces the hours required to access benefits to a maximum of 630 hours. This measure also increases EI entitlements by up to four weeks. This applies to claims between April 6, 2025 and July 12, 2025.

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If you have any questions about how these changes might impact your business or your EI Claim, don’t hesitate to contact the Employment Law Team at KSW Lawyers.

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Buying or selling a home in BC is an exciting but complex process. It is important to approach the journey with the right professionals by your side. For a purchase transaction, having an experienced realtor, an informed mortgage broker, and a knowledgeable real estate lawyer can make all the difference.

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The process outlined below provides a general overview of the steps involved when purchasing real estate in BC.

Information Collection

At the beginning of your home-buying journey, you will need to gather a range of information. Your realtor and mortgage broker will be the key players to get you started.

• Realtor: Your realtor will help you find properties that meet your needs, negotiate the offer, and guide you through property inspections. Let your realtor know about your legal representation so they can coordinate effectively with your legal team. Your lawyer can assist with reviewing your offer and providing legal advice to remove certain subjects.
• Mortgage Broker: Your mortgage broker will help find the right financing and help you understand your budget, secure mortgage pre-approval, and fulfill the lender’s requirements. You will need to provide your mortgage broker with documents such as proof of income and tax returns to begin this process. Your mortgage broker will coordinate with your lawyer to ensure the lender’s conditions are fulfilled and you receive the mortgage advance on time.

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Ensure Your Lawyer is on Your Lender’s Approved Solicitor List

A crucial aspect of buying a home in BC is working with a lawyer who is also recognized by your lender. Lenders require that you use one of their approved solicitors to manage their closings, including registering the mortgage charge on title and fulfilling their other conditions. Having a lawyer who is already approved by your lender can save time and reduce any potential for delays during the closing process. Fortunately, KSW Lawyers is on most approved solicitor lists.

Buying & Closing Costs

Before you start the buying process, it is important to understand the costs involved. Being informed about your buying and closing costs will help you budget appropriately.

• Deposit: The amount you need for a deposit will depend on the price of the home and what you negotiate with your realtor in your offer to the seller. The balance to complete will be provided at the time of closing when you meet with your lawyer.
• Closing Costs: In addition to your deposit, there are other costs associated with closing your home purchase. These can include property transfer tax, legal fees, insurance costs, property tax, strata maintenance adjustments, and other administrative fees. Your lawyer will provide you with an accurate estimate of your closing costs and ensure that all the necessary legal steps are completed on time.
• Goods and Services Tax (GST): GST is applicable when purchasing some homes. For example, when you purchase a home from a Developer, GST will apply on the purchase price. GST is usually exempt when the property is used residential housing. It is best to ask your lawyer if you have questions related to the applicability of GST.
• Property Transfer Tax: This one-time tax is calculated based on the price of the home. Your lawyer will help you understand how this tax works and ensure that it is properly calculated and paid at the time of closing.

Potential Tax Exemptions

There are several tax exemptions and rebates available to homebuyers in BC that can reduce your overall costs. For example, the First-Time Home Buyers’ Program can exempt you from paying property transfer tax on homes up to a certain value. Other exemptions may apply depending on your specific situation. It is best to speak to your lawyer about possible tax exemptions that may apply in your transaction.

Final Thoughts

Buying a home in BC is an exciting milestone, but it is important to have right legal support. Working with a reputable law firm ensures that your legal rights are protected and that all aspects of your transaction are handled efficiently. Your lawyer will guide you through every step of your real estate transaction to ensure you close the deal successfully.

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