Notice of Change of Directors

Overview

Filing a Notice of Change of Directors

The following overview provides the information you need to file a Notice of Change of Directors for a BC company, which includes an Unlimited Liability Company. For business or legal advice, you should go to a small business consultant or a lawyer.

For additional support with BC Registries filings, visit bcregistry.gov.bc.ca/filing for your service options. Please note that Service BC does not provide legal or financial advice.

Click on a particular topic of interest below, or read the whole guide using the scroll bar.

Background
Important Information
Getting Started

Background

For all BC company types, a director is an individual who is a member of the board of directors of the company as a result of having been elected or appointed to that position. Directors are responsible for managing the business and affairs of the company. A company must have at least one director.

When the directors of a company change you must notify the registrar within 15 days by filing a Notice of Change of Directors. The Notice of Change of Directors filing allows you to:

add or delete a director;
make a legal change of name of a director (no fee); or
make a change to the address of a director (no fee).

Downloads
Download this overview for printing Form 10 - Notice of Change of Directors
	You may wish to fill in the paper form so that all your information is in order before you complete the form electronically.
To view the downloads, you require Adobe Acrobat Reader

Important Information

Click on a topic of interest below, or read the whole section using the scroll bar.

Director Information
Date of Change
Director's Addresses
Notification
Company Email Address

Pay and File
Your Receipt

Director Information

The Business Corporations Act, section 120 states a company must have at least one director. A company that is a public company (also known as a reporting issuer) must have at least three directors.

If you file this form to remove a sole director, the company will be in non-compliance of section 120 of the Business Corporations Act until the company appoints, elects or designates another director.

A director must be an individual. A director may or may not be the incorporator of the company.

Section 127 of the Act, requires a company to file with the registrar within 15 days after a change in its directors or in the prescribed address of any of its directors, a notice of that change.

Section 141 of the Act states that the Directors of a company may appoint officers. There is no longer a requirement that a company appoint officers, or that it has a president and secretary.

However, if a company has officers, that officer information continues to be reported on the Annual Report. This information can be updated only once a year at the time the company files its annual report. Changes to officer information will not be accepted between annual report filings.

A notice appears on the "View Corporate Details" search screen that reminds the searching public that the information on officers is only valid as at the date of the last annual report filed. This is to make it clear that officer information is only updated at the anniversary date of the company's annual report.

Date of Change

A date of change is only required if you are adding or removing directors. If you are only changing a director's name (due to a legal name change) or address, do not enter a date of change. See Director's Change Date for more information.

Director's Addresses

Before March 29, 2004, the addresses for the directors in the corporate register was their physical or delivery address. Now, these director's addresses include a delivery and a mailing address.

On Corporate Online, the director's delivery address has been defaulted to become the mailing address as well. If the mailing address is different from the delivery address, please correct it as part of this filing.

The new Act has eliminated all residency requirements for directors. It is no longer a requirement that there be a resident BC director or that the majority be resident in Canada.

The director may select to provide either (a) the delivery address and, if different, the mailing address for the office at which the individual can usually be served with records between 9:00 a.m. and 4 p.m. on business days or (b) the delivery address and, if different, the mailing address of the individual's residence. The delivery address must not be a post office box.

Notification

The notification screen lets you indicate how you would like to receive the documents issued by the registrar as a result of filing a Notice of Change of Directors, i.e. pickup at the Corporate Registry by agent or courier, or mailed to the company's registered office or some other address.

See Notification for a list of documents issued by the Corporate Registry as a result of filing a Notice of Change of Directors.

Within two to three working days, the staff will sort and prepare the documents for pick up or mail out. If you do not want to wait for your documents to be printed and made ready for pickup or mailing out, you can do a search of the corporate register and "view" and "print" a copy these documents for a fee. However, these documents that you can view and print are not certified copies.

Company Email Address

The Corporate Registry is beginning to collect company email addresses to make communicating with companies easier and faster in the future. This feature is optional. However, if you enter an email address, the company password can be emailed to that address should you forget it.

The email address will only be used by the Corporate Registry to communicate with our customers.

You have the option to decline receiving the annual report reminder completely or to continue receiving the annual report reminder.

If you choose to receive your annual report reminder, then it will be emailed as long as the company does not have any outstanding annual reports and the company email address is on file.

NOTE: If the email address is not on file or if the company has outstanding annual reports, then the company will receive a paper annual report reminder by regular mail.

Pay and File

Please view the complete draft of your filing by clicking "View Draft Filing" before you pay to ensure all of the information on the form is complete and correct. You require Adobe Acrobat Reader.

See the fee schedule to review the fee for this filing.

There is no fee for changing the name or address of a director.

Your Receipt

When you are presented with the receipt, you will be able to view a print-friendly version of the your filed document and the receipt. You require Adobe Acrobat Reader.

Getting Started

Before you begin, ensure you have the following information on hand:

The company's incorporation number or business number.

The company's access code or the company's password.

If the company does not yet have a password, you can create one.

If you are adding or removing directors, you need to know the date of change and the director's names and addresses as of that date.

While you are completing the form, you can view a draft of all the information you have entered by clicking "View Draft Filing" from the left sidebar. To view the document, you require Adobe Acrobat Reader.

THIS INFORMATION IS INTENDED AS A GUIDE ONLY AND SHOULD BE READ IN CONJUNCTION WITH THE BUSINESS CORPORATIONS ACT AND THE REGULATION UNDER THE BUSINESS CORPORATIONS ACT