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Ministry of Technology, Trade and Economic Development

Venture Capital Corporation (“VCC”)

Administration & Forms

Legislation

Program Forms

Reporting Requirements

   

VCC Name Consent

  PDF ( 40 kb)

  MSWord ( 108 kb)

 

 

Registration Application

  PDF ( 42 kb)

  MSWord ( 114 kb)

 

The Registrar of Companies will not incorporate a company with the initials "VCC" in its name without pre-approval from the Ministry of Economic Development. 

 

The Act limits the dollar value of tax credits that may be issued in a calendar year.  There are no guarantees that any applicant will be registered under the Act. Click here for the current status of the tax credit budgets.

Additional Equity Application

  PDF ( 56 kb)

  MSWord ( 80 kb)

 

The VCC must report to the branch, on or before March 1st, June 1st, September 1st (and other dates that may subsequently be determined), the amount of equity capital it has raised under this authorization.

 

Share Purchase Report

  PDF ( 43 kb)

  MSWord ( 84 kb)

Please ensure that all VCC investors complete and sign a Share Purchase Report at the time they purchase the shares, and submit the Share Purchase Reports to this office to ensure that the investments are recorded against the available tax credit budget. 

 

Share Certificates

All share certificates of a VCC must conspicuously state the following on their face:

"The value of these shares may be significantly affected by the repayment provisions of section 22 of the Small Business Venture Capital Act."

 

Eligible Investment

 

 

A VCC should ensure all requirements are met prior to making an investment in a business.  A VCC should keep appropriate documentation on file to support its investment.  If the Administrator determines that the investment in a business is ineligible or becomes prohibited, the VCC must dispose of the investment.  The divestment may result in the VCC being offside of its investment pacing requirements.

 

  Establishing an IPA    

 

IPA Release

  PDF ( 42 kb)

  MSWord ( 123 kb)

 

A VCC is required to deposit 30% of all amounts it receives from the sale of its treasury shares into a special account called an IPA.  Funds may be released from this account only with the Administrator’s prior written authorization.  

 

Tax Credit Application

  PDF ( 45 kb)

  MSWord ( 109 kb)

 

Please ensure that all VCC investors complete and sign a Share Purchase Report at the time they purchase the shares, and submit the Share Purchase Reports to this office to ensure that the investments are recorded against the available tax credit budget. 

 

Replacement Tax Credit Certificate

  PDF ( 45 kb)

  MSWord ( 109 kb)

 

Complete this form to request the issuance of a replacement tax credit certificate.

Annual Return

  PDF ( 95 kb)

  MSWord ( 118 kb)

 

The VCC must file an Annual Return with our office within six months of its fiscal year end.  Failure to do so will constitute non-compliance and will impact on the issuance of tax credit certificates and requests to raise additional equity capital under the program. 

 

Notifications

Section 14 of the Regulations requires the VCC to report the following events to our office within 30 days of their occurrence:

  • ceasing to maintain a place of business or permanent establishment in B.C.;

  • a change of registered office address;

  • a change of fiscal year end;

  • a failure to comply with provisions of the Act;

  • an investment held by a VCC ceases to meet the criteria set out in section 10 of the Act; 

  • a VCC has purchased, redeemed, or cancelled any of its shares, or

  • failure to comply with the Act.

 
VCC Eligible Investments

The criteria required for an investment transaction in an eligible small business to be considered as an eligible investment under the program.

If you have concerns about a proposed transaction, you are urged to consult with a professional advisor (i.e. lawyer, accountant, etc.) to satisfy yourself that the substance and form of the transaction is not contrary to the Act.  Generally, it is considered to be contrary to the Act if you "structure around" the objectives of the program or to attempt to do indirectly what cannot be done directly.

Certain transactions, however, do require the Administrator's prior approval.  These transactions are:

Convertible debt

Under section 12 (1) of the Act and regulation 1 (3.1), a VCC may issue convertible debt on a temporary basis with the following characteristics:

  • not be secured by property that exceeds 50% of the debentures value;

  • not prevent or penalize the small business from incurring other debt;

  • may not pay an interest rate  that exceeds 12% per annum calculated annually and not in advance; and

  • must be converted into equity shares of the small business within 18 months of issuance.

Temporary control of small business

Under section 13 (2) of the Act, if the small business is in financial difficulty, the Administrator may permit a VCC to temporarily control the small business, under circumstances and on terms that the Administrator may determine.

 

Time extension

Under section 34 of the Act, the Administrator may extend, with or without conditions, the time limit for the doing of anything under the Act or the regulations and may grant the extension even if the time limit to be extended has expired.

 

Change to articles or share structure

Under section 7 of the Act, without the written approval of the Administrator of the Act, a VCC must not alter any of the following:

  • its articles;

  • its authorized share structure;

  • a provision of its articles respecting a matter referred to in section 3 (1) (e).