Societies

Incorporating a Society

Managing a Society

What is a society?

A society is an organized group of people associated together for any lawful purpose or purposes such as national, patriotic, religious, philanthropic, charitable, provident, scientific, fraternal, benevolent, artistic, educational, social, professional, agricultural, sporting or other useful purposes.

Where can I get a copy of the consolidated Society Act and Regulation?

Legislation and regulations are available from the Queen's Printer website. The links to view the Society Act and Society Act Regulation are:

Society Act
Society Act Regulations

 

Can societies be for profit?

No, in British Columbia, societies are not-for-profit.

A society must not have a share structure and must not offer shares for sale or investment. A society may collect money, but all funds and property of the society must be used to further the purposes of the society in accordance with its bylaws.

A society may carry on a business, trade, industry or profession as an incident to the purposes of the society, but the society must not distribute any gain, profit or dividend or otherwise dispose of its assets to a member except during winding up or on dissolution of the society.

What can I file online?

Currently the Society’s Annual report is the only filing available online.

How many directors need to be provided for a society?

A society must have at least three directors and at least one of the directors must ordinarily reside in B.C. If the society has adopted Schedule B Bylaws without amendments the number of directors must be 5 or a greater number determined from time to time at a general meeting.

How can I check if you have received my documents?

A BC Registry Services representative can verify if and when your documents arrived at our office and can check the current status of your filing. Please call BC Registry Services at 1 877 526-1526 for Societies.

How do I request a list of a society's directors?

To get a list of directors for a society, you must request a search of the society file. Society searches will return information about an incorporated society, including the:

  • Status (active or historical)
  • Incorporation / Registration date
  • Last annual report filing date
  • Previous society name(s), if applicable
  • Registered office address
  • Records office address
  • Names of the directors

For more information, see the sample of a search result.

Financial statements do not form part of the incorporation record filed with the registrar. You must contact the registered office of the society to obtain this type of information.

Please call BC Registry Services at 1 877 526-1526 for Certificates to request a search of a society file.

How can I submit completed documents?

All documents should be sent to BC Registry Services by mail or courier.

Mail ToCourier To

BC Registry Services
PO Box 9431 Stn Prov Govt
Victoria BC V8W 9V3

BC Registry Services
200 - 940 Blanshard Street
Victoria BC V8W 3E6

Courier pick-up and delivery are at your expense

How do I incorporate a BC society?

To incorporate a BC society, you must:

  • Request approval for your society name choice
  • Set up the constitution and bylaws to incorporate
  • Sign the constitution and bylaws
  • Prepare a list of first directors
  • Prepare a notice of address of society
  • There is a $100.00 filing fee, payable by cheque or money order to the Minister of Finance, that must be included with the documents and sent by mail.

These steps are outlined in detail within our information package.

How do I register a society in BC that is incorporated outside of BC?

To register a society in BC that is incorporated outside of BC (known as an "extraprovincial society"), you must:

  • Request approval for your society name choice
  • Complete a Statement on Registration form
  • Provide copies of documents as outlined in our information package
  • There is a $100.00 filing fee, payable by cheque or money order to the Minister of Finance, that must be included with the documents and sent by mail.

How many people are required to incorporate a society?

The persons forming the society are known as applicants. At least five applicants are required to incorporate a society. The applicants are not required to be directors of the society; however, they are permitted to be both.

How do I change the name of my society?

Changing your society name is a 3 step process:

  1. Request approval for your society name choice
  2. Schedule a meeting with the society's members
  3. File a Copy of Resolution form

The society must pass a special resolution to change its name. Passing of the resolution takes place at the society's Annual General Meeting (AGM) or General "Special" Meeting.

Members of the society must be given at least 14 days written notice of the meeting and of the intent to change the name. At the meeting, you need a majority of not less than 75% of the votes cast by members who vote in person or by proxy in favour of the name change to pass the special resolution.

Example:

  • 100 members attend the meeting
  • Only 60 votes are cast
  • 75% of the 60 votes cast (i.e. 45 votes = 75%) need to have voted "yes" to pass the special resolution

After your name is approved and the special resolution is passed by the members of the society, you must file a Form 10, Copy of Resolution in duplicate. The resolution must state "The society name is changing from (former name) to (new name)."

There is a $50 filing fee, payable by cheque or money order to the Minister of Finance, that must be included with the form and sent by mail.

The name change comes into effect once the resolution is filed with the BC Registry Services.

How do I file an Annual Report?

You can file your Annual Report online instantly at BC Registry Services using a credit card. You will need an access code to complete your annual report filing. Alternatively, you can mail a copy to BC Registry Services.

Access Code
A society’s access code can be found in the top half of page 1 of the Annual Report Reminder.

If the Annual Report Reminder has not been received please contact the Societies unit at BC Registry Services to request a copy of the Annual Report Reminder. Access codes cannot be given out over the phone and can only be mailed to the registered address of the society or an email address if an email address is on record.

The filing fee for an annual report is $25.00. If you are changing the registered office at the same time, there is an addition $15.00 required for a total of $40.00.

Mail

Requests can be mailed to BC Registry Services using the Annual Report (Form 11) form.

When submitting your request by mail, only payment by cheque or money order, made payable to the Minister of Finance can be accepted.

Mail ToCourier To

BC Registry Services
PO Box 9431 Stn Prov Govt
Victoria BC V8W 9V3

BC Registry Services
200 - 940 Blanshard Street
Victoria BC V8W 3E6

Courier pick-up and delivery are at your expense.

How do I file a change of Registered Address?

You can change the registered address when you file an Annual Report or by filing a Notice of Change of Address (Form 5). The filing fee for a Notice of Change of Address (Form 5) is $15.00.

Please note that the registered address of the society must be a physical address. A separate mailing address (i.e. P.O. Box) may be provided as part of the society address.

When submitting your request, only payment by cheque or money order, made payable to the Minister of Finance can be accepted.

Mail ToCourier To

BC Registry Services
PO Box 9431 Stn Prov Govt
Victoria BC V8W 9V3

BC Registry Services
200 - 940 Blanshard Street
Victoria BC V8W 3E6

Courier pick-up and delivery are at your expense.

How do I file a change in Directors?

A change in directors that occurs at the annual general meeting can be made when filing an Annual Report.

Any change in directors that takes place on a date other than the annual general meeting, must be made by filing a Notice of Change of Directors (Form 7) by mail. Filing Fee $15.00

When submitting your request, only payment by cheque or money order, made payable to the Minister of Finance can be accepted.

Mail ToCourier To

BC Registry Services
PO Box 9431 Stn Prov Govt
Victoria BC V8W 9V3

BC Registry Services
200 - 940 Blanshard Street
Victoria BC V8W 3E6

Courier pick-up and delivery are at your expense.

How can changes be made to a society's bylaws and/or constitution?

The society must pass a special resolution to change its bylaws and/or constitution. Passing of the resolution takes place at the society's Annual General Meeting (AGM) or General "Special" Meeting.

Members of the society must be given at least 14 days written notice of the meeting and of the intent to change the bylaws and/or constitution. At the meeting, you need a majority of not less than 75% of the votes cast by members who vote in person or by proxy in favour of the changes to pass the special resolution.

Example:

  • 100 members attend the meeting
  • Only 60 votes are cast
  • 75% of the 60 votes cast (i.e. 45 votes = 75%) need to have voted "yes" to pass the special resolution

Once the special resolution is passed by the members of the society, you must file a Form 10 Copy of Resolution.

There is a $50 filing fee, payable by cheque or money order to the Minister of Finance, that must be included with the form and sent by mail.

The changes come into effect once the resolution is filed with the BC Registry Services.

How does a society resolve internal problems?

Under the Society Act societies are considered an independent, democratic organization operated in a manner based on its constitution and bylaws. The primary role of the Registrar of Companies is to ensure that a society complies with the filing requirements of the Act, and maintains a record of those filings made by societies and ensures the information filed is available for public inspection. The Registrar does not supervise or investigate the conduct of a society and has no powers to intervene in its internal affairs. If members are unhappy with the society's conduct, they may exercise their rights under the Act.

Where a dispute arises in the operation or governance of a society, the BC Registry Services encourages the members and directors to work cooperatively to try and resolve the dispute, before resorting to the legal remedies described below. Such an approach should resolve the dispute more quickly and with less cost. It is also more likely to result in a solution that is acceptable to a majority of the parties involved.

To be successful, participants in the dispute resolution process should be prepared to listen to the other parties' positions with an open mind. Discussions should focus on resolving the essence of the dispute, rather than any unrelated personal disagreements between the parties. In some cases, it may be helpful to have a neutral third party assist in the discussions. Members of the Mediate BC Society are prepared to mediate disputes between society members for a fee.

Under section 58 of the Society Act, 10% of the voting members can requisition a general "special" meeting. Upon receiving such a requisition, the directors are required to convene a general meeting "without delay". If they fail to do so within 21 days, the requisitionists themselves may convene the general meeting. The requirement for fourteen days notice would also apply to a general meeting convened pursuant to Section 58. At such a general meeting, the members may consider resolutions and special resolutions put forward in the manner required by the society's bylaws and the Act (i.e. fourteen days notice is required for a special resolution). This includes a special resolution, pursuant to Section 31 of the Society Act, to remove one or more of the existing directors and an ordinary resolution to appoint or elect others in their place if there is nothing in the society's bylaws regarding removal and appointment of directors.

As an alternative to requisitioning a general meeting, Section 59 of the Society Act provides that, if "a society fails to hold a general meeting in accordance with this Act", a member may apply to the court for an order calling or directing the calling of a general meeting. The Society Act defines "court" as the Supreme Court of British Columbia.

Under section 85 of the Society Act, any interested person may apply to the Supreme Court of British Columbia for an order remedying an "omission, defect, error or irregularity in the conduct of the affairs of a society". In such cases, legal advice is recommended.

A society may also wish to use the services of a professional parliamentarian. A professional parliamentarian is an expert in parliamentary procedure and is hired by a person or an organization to give advice on matters of parliamentary law and procedure. They are qualified to help the organization or the individual in the application of parliamentary procedure, thereby improving the effectiveness of an organization's meetings. Just like other professionals, parliamentarians belong to one or more professional organizations and are bound by a code of ethics. They come to your organization as an objective expert, and assist the group in a way that no member of the organization can.

The National Association of Parliamentarians provides a professional referral service free of charge to organizations and individuals searching for a professional parliamentarian.

In addition, the Access Pro Bono Society of British Columbia offers advice on a range of legal issues including the Society Act, governance, privacy, employment, membership structure, charitable status and beyond. They offer resources, workshops and clinics across British Columbia.