Filing a Post-Restoration Transition Application

The following overview provides the information you need to transition a company restored under the Business Corporations Act.  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

If a company has been restored under the Business Corporations Act, it must file a Post-Restoration Transition Application to bring the company into compliance with the Business Corporations Act.  This transition process must be completed within 12 months after the date of its restoration.

To help small companies transition, the Corporate Registry has prepared a "how-to" guide.  This guide entitled "Transition Guide - A Do-It-Yourself Guide for Small Companies" is available from the downloads page.

It is very important that you read this guide before you file the Post-Restoration Transition Application for your company.  Note that for companies that have been restored, the time limit for this filing is 12 months.  Refer to sections 369-373 of the Business Corporations Act.

If you still need assistance in transitioning your company after reading the guide, you should seek professional legal advice.  Staff at the Corporate Registry cannot interpret the guide for you or advise you on how to transition your company.  

Important Information

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

Translation of Company Name
Director Information
Office Addresses
Pre-Existing Company Provisions
Authorized Share Structure
Notification
Submit Your Filing
Your Receipt

Translation of Company Name

If a restored company has translations of its company name, the name(s) will be displayed and may be edited if there is a typing or spelling mistake.  You cannot add or delete a translation of the company name on the Post Restoration Transition Application.  To do this, you must file a Notice of Alteration after completing the Post Restoration Transition Application.

Director Information

Before March 29, 2004, the addresses for the directors in the corporate register was their physical or delivery address.  Now, a 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.  You cannot change these addresses in the Post Restoration Transition Application other than as outlined below.

If the address defaulted for the mailing address is incorrect, you can correct that address as part of this filing.  For example, you can correct it by adding in a Post Office Box number, or enter another address that is the mailing address for a director.

You can also fix any typographical errors in any of the names or addresses of the directors.  

However, if any of the directors of the company have changed or if any of them have changed their address, you must file a Notice of Change of Directors before you file the Post Restoration Transition Application.

Office Addresses

Before March 29, 2004, the addresses for the registered and records offices in the corporate register was their physical or delivery address.  Now, these office addresses include a delivery and a mailing address.

On Corporate Online, the delivery addresses have been defaulted to become the mailing address as well.  You cannot change these addresses in the Post Restoration Transition Application other than as outlined below.

If the address defaulted for the mailing address is incorrect, you can correct that address as part of this filing.  For example, you can correct it by adding in a Post Office Box number, or enter another address that is the mailing address for the company's registered or records office.  

You can also fix any typographical errors in any of these addresses.  

However, if the company's registered or records office has changed its location or delivery address then you must file a Notice of Change of Address before you file the Post Restoration Transition Application.  

Pre-Existing Company Provisions

The Pre-existing Company Provisions are a set of provisions prescribed in the Regulation under the Business Corporation Act that apply to all pre-existing companies.  These provisions contain voting thresholds for special resolutions and restrictions on the company's right to issue, allot and redeem shares.  

Under the Business Corporations Act, the Pre-existing Company Provisions will automatically apply to your company and this will be confirmed when you electronically file the Post Restoration Transition Application.

All pre-existing companies should be familiar with the Pre-existing Company Provisions.  It is recommended that you view these provisions as part of filing the Post Restoration Transition Application.  

Authorized Share Structure

The authorized share structure you enter on the Post-Restoration Transition Application must be the same as set out in the company's up-to-date set of memorandum and articles.  You cannot alter the company's authorized share structure when filing a Post-Restoration Transition Application.  

The Corporate Online system contains edit rules to ensure you do not omit a particular piece of information.  However, it does not edit the information you type in.  The following represents most of the edit rules contained in the authorized share structure.  

You must enter an identifying name for each class of share.  Classes may be assigned names such as preferred or common, or they may simply be alphabetized such as Class A, Class B. etc., but the identifying names of each class must be distinct from one another.  If a company is to only have one class of share, it is usually identified as "common".

Next you must set out the maximum number of shares of that class that the company is authorized to issue.  You may also choose that there is no maximum number.  

You must also indicate whether the shares of a class are with, or without par value.  If you indicate they are with par value you must enter the amount of the par value.  A share with par value will be considered to be in Canadian currency unless you indicate another currency type.

You must also indicate whether or not there are special rights or restrictions attached to the class.  

Special rights or restrictions usually apply where there is more than one class of share.  

For those companies that have indicated there are special rights or restrictions attached to a share may also include one or more series of shares in any class of shares, if the special rights or restrictions attached to the shares of that class provide for that inclusion.

Series of shares assume the par value or no par value of the class.  The number of shares of all the series must be less than or equal to the authorized number of shares of the associated class.  

A series may have an unlimited number of shares it is authorized to issue (i.e. no maximum) only if the class has no maximum.  A series may have a maximum number of shares it is authorized to issue if "no maximum" number has been indicated for the class.

You must also indicate if there are any special rights or restrictions attached to the series.

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 Post Restoration Transition Application, 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 Post Restoration Transition Application.  

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.

Submit Your Filing

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

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:

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