Corporate Registry

B.C. Company Transition under the Business Corporations Act

GENERAL INFORMATION

The Business Corporations Act came into existence on March 29, 2004 and requires all company information to be stored electronically. All active companies incorporated in B.C. before the act came into force had two years from that date to file a transition application on Corporate Online. Companies that did not meet the deadline are no longer considered to be up-to-date with their company's filings. This may impact the company's ability to transact business with their financial institution or licensing and regulatory authorities. If you missed this deadline, file your application as soon as possible to ensure your company's filings are up-to-date.

The Corporate Registry will not immediately dissolve a B.C. company for failure to file a transition application by March 28, 2006. Prior to any company being dissolved for failure to file a transition application, the Registrar of Companies will send a letter advising the company of their pending dissolution.

The transition application is a mandatory electronic filing that allows a company to confirm the current information kept in electronic format on the corporate register. It also allows a company to add a mailing address for the company's registered and records office and for the directors' residences or other daytime locations. Once the transition application is filed, and the new information is added to the corporate register, it will be much easier for a company to file changes to that information.

If you own a small company, with simple ownership and share structure, you can file the transition application yourself. A typical small company has a single shareholder or is family owned. If your company has a more complex ownership or share structure, you should contact your lawyer before filing the transition application.

Information Package:

Any questions? Call the Corporations Unit at 1 877 526-1526.

Is there a fee?

No, there is no fee to file a transition application for your company.

Why do I have to transition my company?

The new Business Corporations Act replaces the Company Act and introduces significant changes and improvements to corporate law governing companies incorporated in British Columbia. The transition process is necessary so that all companies comply with the new regulations.

How do I transition my company?

The transition involves a review and update of company records and filing a transition application form with the Corporate Registry. This is a mandatory electronic filing. Step-by-step instructions are provided in the Transition Guide. It explains what a typical, small B.C. company must do to comply with the transition requirements in the Business Corporations Act.

Is there a deadline?

A company that failed to file a transition application with the Corporate Registry within the two year transition period from March 29, 2004, will receive a notice from the registrar indicating the company is in default of its obligations under the Business Corporations Act. If you missed the deadline, file your transition application as soon as possible. If the company does not respond within the timeframe indicated in the notice, the registrar will take action to dissolve the company.

For customers who do not want to file electronically, we suggest you contact a service provider who can file on your behalf. If you do not have a BC OnLine account or a credit card, you may wish to contact our preferred service provider, Dye & Durham, who will file your form on your behalf for a fee. For more options, information and/or convenient locations call Dye & Durham toll free 1 800 665-6211 or visit their website.

Do I need a Transition Guide?

This guide is only intended for small companies with limited ownership and simple share structure. If this applies to you, you are encouraged to download the Transition Guide to familiarize yourself with the transition process.

This guide is not intended to be used by larger companies or companies with more complex ownership or share structure. If your company is more complex then you should seek legal advice since the Transition Guide may not contain important information that you need in order to comply with the transition requirements in the Business Corporations Act.

What is included in the Transition Guide?

The Transition Guide explains the requirements for making the transition from the Company Act to a new Business Corporations Act. It provides step-by-step instructions on what a typical, small B.C. company must do to comply with the transition requirements in the Business Corporations Act.

This guide is only for individuals who want to transition a small company themselves. If, after reading the guide, additional assistance is required to transition your company, you should seek legal advice. Staff at the Corporate Registry cannot interpret the guide or advise on how to transition a company.

Do I need a Transition Package?

If you are not sure that you have the most current copy of your company's memorandum and articles you may want to order a Transition Package. You will receive a certified copy of these documents as part of this package.

What is included in the Transition Package?

The Transition Package includes a certified copy of a company's current memorandum and articles and the Transition Guide.

How do I order a Transition Package?

To get a Transition Package, complete the order form and mail it to the Corporate Registry. The fee for the package will be $40 payable by cheque or BC OnLine account.

How does a restored pre-existing company transition?

Restored pre-existing company must file a Post-Restoration Transition Application within 12 months of the date of restoration.

What is a pre-existing company?

A company that was incorporated as a company prior to March 29, 2004.