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Registration

Last updated on September 22, 2023

A venture capital corporation (VCC) is a newly incorporated B.C. company registered under the Small Business Venture Capital Act.

B.C. investors receive a 30% tax credit for purchasing shares in a VCC.

The VCC uses capital, raised from its investors, to make equity investments in eligible small businesses.

To register as a VCC, an applicant must:

  • incorporate under the Business Corporation Act (B.C.)
  • never have previously carried on business
  • have authorized capital of only voting common shares (the shares must be without par value and have no special rights or restrictions except for special rights relating to share redemption). A VCC is entitled to have more than one class of common shares

VCCs are encouraged to submit the application online through the electronic Tax Credit Application (eTCA) system once the VCC Name Consent (PDF, 593 KB) has been approved and the VCC has completed the incorporation process.

However, if you have contacted the Venture Capital Tax Credit Program and spoken with a Portfolio Manager regarding applying to register a VCC with the Venture Capital Tax Credit Program you can PDF the required registration application documents and email them to the Portfolio Manager.  Alternately, the documents may be submitted electronically to the branch at InvestmentCapital@gov.bc.ca.

NOTE: There is no guarantee an applicant will be registered under the Act.
The Act limits the dollar value of tax credits that may be issued in a calendar year. Click here for the current status of equity capital raised to date.

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STEP 1: Incorporation - VCC Name Consent

The Registrar of Companies will not incorporate a company with the initials "VCC" in its name without pre-approval from the Ministry. This approval can be obtained by completing the following steps:

  • Reserve a company name containing the initials “(VCC)” with the Registrar of Companies
  • File a completed VCC Name Consent form (PDF, 593 KB) with the Ministry
  • The VCC’s business plan should be attached to the VCC Name Consent form, and include information on how the VCC will raise and invest its funds (for example, with or without an offering memorandum) together with background information about the people involved in the VCC (for example, directors, officers, major shareholders and fund managers)
  • After an initial review by Ministry staff, an approved VCC Name Consent form will be returned to you. This form should be attached to the VCC’s Articles and Notice of Articles to be filed with the Registrar of Companies
  • Request certified copies of the VCC’s Certificate of Incorporation, Articles, and Notice of Articles from the Registrar of Companies’ office (these documents are required attachments to the VCC Registration Application (PDF, 746 KB))

NOTE: The VCC’s Articles and Notice of Articles must contain certain standard clauses specified under the Act. These clauses are set out on the reverse of the VCC Name Consent form.

 

STEP 2: Registration

After incorporation, the new company must raise at least $25,000 in equity capital (to a maximum of $50,000). After issuing shares to shareholders, the company may apply for registration by completing the VCC Registration Application (PDF, 746 KB) and all attachments. Applications may be emailed to a Portfolio Manager or to the branch at InvestmentCapital@gov.bc.ca. Alternately, the application may also be completed online via the electronic Tax Credit Application eTCA system.

Upon registration, all VCCs are automatically approved to raise $50,000 of equity capital. If the VCC wishes to raise more capital, it must complete the application online via the electronic Tax Credit Application (eTCA) system, or send a completed Additional Equity Application (PDF, 197 KB) form to their Portfolio Manager or to the Venture Capital Tax Credit Program at InvestmentCapital@gov.bc.ca. 

Approvals to raise additional equity may be restricted by the Act’s limited tax credit budget.

A registration letter will be issued to the VCC confirming the date of registration. The letter will also specify the amount of equity capital the VCC is approved to raise for the current program year.

NOTE: The VCC cannot make an investment until it has been registered under the Act.

After registration, the VCC will deposit 30% of all funds raised into a special account called an Investment Protection Account. The VCC may apply for a release from the IPA when it makes eligible investments. Further details are included with the VCC’s registration letter.

VCCs can apply to raise additional equity capital each tax budget year by completing the additional equity capital application online via the electronic Tax Credit Application (eTCA) system, or by sending a completed Additional Equity Application (PDF, 197 KB) form to their Portfolio Manager or to the Venture Capital Tax Credit Program at InvestmentCapital@gov.bc.ca. 

When raising equity capital the VCC must ensure that each individual investor completes and signs a Share Purchase Report (PDF, 644 KB).