JarvisLegal Vancouver Law Firm and Notary Yaletown
 
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Suite 300 - 1090 Homer Street
Vancouver, BC, V6B 2W9
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Yaletown law office notary

JarvisLegal law firm is conveniently located in a restored heritage building in Yaletown, Vancouver, British Columbia, and also operates out of Galiano Island. From these locations we are able to serve your legal and notary public needs in all areas of the Province of BC, including the Gulf Islands, the Lower Mainland, Victoria, and the Interior, as well as jurisdictions abroad dealing with BC law.

We provide professional, personal, value-driven legal services to individuals, entrepreneurs, businesses, not-for-profit enterprises and First Nations in British Columbia, Canada.

Testimonial:

JarvisLegal has provided our corporation superior legal services in contract and employment law. Their ability to navigate the facts, identify critical contractual details and deliver thorough legal advice ahead of schedule is unmatched. I have been highly impressed with the depth of their legal knowledge and expertise. I would highly recommend JarvisLegal.

- Vancouver Based IT company (March 2013)

Contact us today to find out how we can assist you, your business or your organization.

Community Contribution Company or C3s - New Hybrid Business Model in British Columbia (as of July 29, 2013) for Socially Minded Entrepreneurs

On July 29, 2013, British Columbia will be the first jurisdiction in Canada to offer a new ‘social enterprise’ type model, Community Contribution Companies (or “C3s”) through amendments to the Business Corporations Act (BC) (the “Act”) and regulations. This “hybrid” model is based on other models used such as Community Interest Companies in the UK and Limited Profit Corporations and Benefit Corporations in the US.

This new C3 model offers socially-minded entrepreneurs in BC the option to incorporate a “for profit” business with a defined social goal (called a “community purpose”) with a requirement that at least 60% of annual profits be directed to the company’s designated community purpose (shareholders are restricted to 40%).

The Community Contribution Company model is:

  • intended to respond to an emerging demand for socially focused investment options and to help foster social enterprise investments; and

  • intended to fill a “gap” between the standard for-profit business model intended to maximize shareholder returns (BC company) and not-for profit enterprises (which have restrictions on for-profit business activities or “social enterprise” businesses which are owned by not-for-profit enterprises.

Facts about Community Contribution Companies:


1

A company becomes a C3 by having the following in its Articles:

“This company is a community contribution company, and, as such, has purposes beneficial to society. This company is restricted, in accordance with Part 2.2 of the Business Corporations Act, in its ability to pay dividends and to distribute its assets on dissolution or otherwise.”

2

Community Purpose:

One or more of a C3s primary purpose must be community purposes and those community purposes must be set out in its articles. A "community purpose" means a purpose beneficial to
(a) society at large, or
(b) a segment of society that is broader than the group of persons who are related to the community contribution company, and includes, without limitation, a purpose of providing health, social, environmental, cultural, educational or other services, but does not include any prescribed purpose.

3

Corporate Name Requirement:

Must have the words "Community Contribution Company" or the abbreviation "CCC" as part of its name.

4

Distribution of Profit restrictions:

At least 60% of profits must be redirected into the social purpose of the company – leaving 40% or less available for distribution to shareholders.

5

Greater Accountability – “community contribution report”:

Are subject to greater accountability than a standard BC company – as there is a requirement to publish an annual “community contribution report” detailing social spending, by mandating “a fair and accurate description of the manner in which the company's activities during that financial year benefited society” as well as reporting on asset transfers and dividend distributions.

6

No Tax Benefits:

Are not charities and do not have special tax benefits (as of yet).

7

Directors – Minimum Requirement of 3:

Must have at least 3 directors and each director (or officer) must act with a view to the community purposes of the company set out in its articles.

8

On a Sale:

New owners are obligated to the same social values and directives for profit distribution.

9

On “dissolution” of a C3 company:

There is an “asset lock” to ensure that at least 60% of the business value will go to the social purpose, with the remaining value to be distributed to shareholders.

10

Ceasing to be a C3:

A C3 may cease to be a C3 by altering its Notice of Articles to remove the statement referred to in #1 above.

11

Financial Statements must be produced and published:

Directors do not get the benefit of section 200 of the Act, which grants them relief from having to produce and publish financial statements through a unanimous shareholders resolution.

Does your firm incorporate Community Contribution Companies?

Yes we do - as soon as this corporate form is available in BC for social enterprise, we can incorporate a Community Contribution Company for you (or as many as you need).

Standard Incorporation Rate: *$1000  
* Includes: Our fees, all BC Corporate Registry filing and name reservation fees, structuring and advice, creation of company minute book and all necessary corporate documents). Extra fees may apply in some cases, and prior to incorporation of a Community Contribution Company we will discuss fees and timing with you.

Contact us today for more information or to begin incorporating a Community Contribution Company.
Tel: (604) 637-8711
Email: info@jarvislegal.ca

Who should consider using the Community Contribution Company form?

If a business or business idea needs to take into account community purposes as a primary purpose as opposed to profits and wishes to attract “equity” ($ from investors that purchase shares), the business should consider incorporating as a Community Contribution Company.

If investors are investing into a C3, it is advisable for the directors to seek legal advice regarding structuring and with respect to a shareholders’ agreement.

 
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