Comparing s. 15(1) of the CBCA and s. 30 of the BCBCA, two differences in wording stand out to me. First, under s. 15(1) of the CBCA any rights, powers, and privileges a corporation enjoys may be qualified by the Act. Such a qualification is not included in s. 30 of the BCBCA. Second, there is a difference between the treatment of a corporation’s “capacity” under the respective provisions. Under the CBCA a corporation is afforded the capacity of a natural person. Under the BCBCA, however, a corporation is provided the same competence as a person of “full capacity”.
The first identified difference has the effect, in my opinion, of more clearly entrenching the rights, privileges, and powers of corporations under the BCBCA than under the CBCA. The wording of s 15(1) of the CBCA makes clear that while the rights, powers, and privileges a federally incorporated company holds are analogous to those held by natural persons, they may nonetheless be modified by any other provision in the Act. Section 30 of the BCBCA provides no such caveat. The courts have generally taken a restrictive approach to granting corporations access to Charter benefits and protections. Where Charter rights have been found applicable to corporations, any government imposed limitations would presumably be subject to a s. 1 analysis where challenged. The wording of s. 15(1), however, while conferring the rights, powers, and privileges of a natural person to corporations, leaves it open to the legislature to limit, modify, or eliminate any of those analogous benefits through another provision in the Act. Conceivably, an otherwise available Charter right could be denied federally incorporated companies without the benefit of a s. 1 analysis by simply imposing that limitation through the CBCA. Under the BCBCA, however, it seems less likely that—absent amending the wording of s. 30— the legislature could limit or deny corporations access to an otherwise available Charter right without demonstrating that the limitation is justifiable under s. 1 of the Charter.
Regarding the different framing of corporate capacity in the two acts, it is interesting that the BCBCA specifies that a corporation’s capacity is equivalent to that of an individual of full capacity. This difference in wording strikes me as noteworthy because natural persons can inhabit a range of different decision-making statuses, and one’s decision-making status in turn affects the rights, privileges, and powers one has access to. An obvious example is obtaining the right to vote when you reach the age of majority. Capacity also impacts one’s ability to enter into, or void, contracts. The choice of wording regarding capacity in s. 30 of the BCBCA is confers ability and limits a corporations’ powers—in bestowing “full capacity” on a corporation it bars an argument that a corporation possesses anything less than the capacity of a fully competent individual. It might be open under the CBCA, however, to argue that a corporation occupies any one of a range of decision-making statuses.
I am not sure the impact the latter difference in phrasing would have for Charter application to corporations, but I can imagine some scenarios involving a contract dispute where these different framings of capacity would, at the very least, make for some interesting argument.
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