Incorporated companies

Limited companies are the most common type of incorporated company. The company's shareholders liability is limited to their investments or commitments in the business.

Unlimited liability companies (ULCs) are corporations where shareholders are liable if the company declares bankruptcy. Shareholders can receive some tax benefits for assuming the risk.

Benefit companies are for-profit corporations that promote public benefits for communities, organizations or the environment. Activities could include: artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific or technological.

Community contribution companies (CCCs) are for-profit corporations that contribute the majority of profits to a social purpose. For example, shareholder dividends are limited to 40% of annual profits and there are guidelines for salaries paid to staff. CCCs do not receive donations or income tax exemptions.

Financial institutions include incorporated credit unions, trust companies and insurance companies. They operate according to the Financial Institutions Act (trust and insurance companies) and Credit Union Act.

Credit unions, trust companies and private sector insurers operating in B.C. are regulated the BC Financial Service Authority.

Part 6.1 of the School Act, provides for the formation of a B.C. school district business company and applies certain sections of the Business Corporations Act.

Before incorporating, consider the different structure options available. Choose your business structure.

You may want to get advice from a chartered accountant or lawyer before setting up your business. There are several things to consider when setting up a corporation such as setting up minute or records books, establishing a central securities register, transparency register and issuing share certificates. It's best to get legal advice to make sure all requirements have been met.

Request and reserve a business name online ($30 fee).

Companies must have their name approved and confirm that it doesn't conflict with a name already being used by a corporation. Incorporated companies must include a corporate designation in their name (e.g. Inc., Ltd, ULC, CCC). Find out how to choose the right name.

If you're using the incorporation number as the company’s name, you do not need to request and reserve a name. The incorporation number will be assigned when the incorporation application is filed. Here are some examples of using the incorporation number as the business name:

• 0123456 B.C. Community Contribution Company
• 0123456 B.C. Ltd.
• 0123456 BC Unlimited Liability Company

It takes about 7 to 14 days to process a name request. Once it's complete, you'll receive a name reservation number you can use to incorporate your business. Be sure to complete the incorporation before the name reservation expires (56 days after it's approved). If not, you'll need to submit another name request.

Request priority service ($100 fee) if you need to have a name approved in 1 to 2 business days.

The articles are the rules for the company, shareholders, directors and officers. The articles become part of the company’s formal records.

Use a sample set of articles (PDF, 48.9KB) or ask a professional to draft the articles for you.

Benefit companies must include a benefit statement or provision in its articles. This includes outlining:

• Its public benefits and commitments to promote those public benefits
• Its commitment to conduct business in a responsible and sustainable manner

Directors of a benefit company must balance their duty to act in the best interests of company with their new duties to conduct business in a responsible and sustainable manner and promote the company’s specified public benefits. Read the legislation for specific rules.

Community contribution companies must include its primary community purposes in the articles.

Unlimited liability companies must include the following shareholder liability statement in its articles: "The shareholders of this company are jointly and severally liable to satisfy the debts and liabilities of this company to the extent provided in section 51.3 of the Business Corporations Act." The statement will appear on the Notice of Articles issued by the registrar and it must also be included on each share certificate issued.

• Section 51.3 of the Business Corporations Act: Liability of shareholders of unlimited liability companies

An incorporation agreement must be signed by each person (incorporator) forming the company. Usually the incorporators become the shareholders and directors once the company is incorporated.

• See sample incorporation agreement adopting the Table 1 Articles (PDF, 48.9KB)

The agreement becomes part of the company’s records and must contain:

• The agreement of each incorporator to take one or more shares of the company
• The signature of each incorporator along with their full name and the date each incorporator signed the agreement
• The number of shares of each class being taken by each incorporator

There is no need to file the agreement online. Keep the agreement in your records book. When opening a bank account, the bank may ask to see this document.

Community contribution companies must have at least 3 directors who must act with a view to the "community purposes."

You will need the name request number. If you can't register online, complete a paper form and ask a law firm or registry agent to submit the forms for you.

Once the incorporation application is processed, you will receive the following documents by email or mail, depending on the method selected:

• The original Certificate of Incorporation
• A certified copy of the Incorporation Application
• A certified copy of the Notice of Articles
• A cover sheet that includes the company’s incorporation number and business number

Keep these documents as part of the company’s records. You will need the incorporation number when you file other documents.

"Business incorporation" with the provincial government is different than getting a "business license." Check with your municipal/local government about how to get a business license in the area where you live or want to do business.

Keep company information up to date.

Option 1: Make changes through Corporate Online or the BC Registry application (benefit companies only).

• Look up filing fees

Option 2: Fill out a form. Even if you will be submitting your changes online, you may wish to fill out a paper copy of the application first to make you have everything you need before you start the online process. Follow the filing and payment instructions on the form. The form will let you know if you should file online or by mail.

Make changes to an extraprovincial (out-of-province) company doing business in B.C. Most filings are completed online. Find out how to update information for extraprovincial companies.

Change directors

Step 1: Follow the procedures to file a Notice of Change of Directors outlined in the Business Corporations Act Part 5 – Management. This includes information about:

• Electing or appointing succeeding directors
• Consents required for directors
• Qualifications of directors
• When to file director changes

Step 2: File a Notice of Change of Directors ($20 fee) using Corporate Online or the BC Registry application (benefit companies only).

You will need the incorporation number and company password. Under section 427 of the Business Corporations Act it is an offence to make a false or misleading statement in respect of a material fact in a record submitted to the Corporate Registry for filing.

Removal of oneself as a director - NEW

New form for Removal of Oneself as Director for Corporations 

A person who claims not to be a director but who is shown as a director in the corporation’s notice of articles, may, on notice to the corporation, apply to the registrar to alter the corporation’s notice of articles to remove the name and address of the person as director. 

Certain criteria must be met:

• The applicant must provide proof satisfactory to the registrar that the applicant is not a director of the corporation. This will include a statutory declaration that the applicant must complete in front of a commissioner of oaths. The statutory declaration needs to contain information about why the applicant believes they are not a director under the Business Corporations Act, the date and method the applicant supplied notice to the corporation that they were incorrectly listed as a director, and any other steps the applicant has taken to be removed as a listed director. Further proof may be required once registry staff examine the application.
• It appears to the registrar that, in respect of the applicant, the corporation has failed to file or provide a notice of change of directors in accordance with section 127 (1) of the Business Corporations Act or a register correction filing.
• A Form 54 COM Removal of Oneself as Director NEW needs to be provided along with any supporting documents, including a completed statutory declaration with the information mentioned above.  A $20 filing fee will also be required.

Please note: The corporation must continue to have a registered office delivery and mailing address. The application to remove oneself as director cannot be used to remove or change the registered office addresses of the corporation even though it may be the address of the director being removed. It is the responsibility of the corporation to update the registered office address.

All companies that are incorporated can withdraw a filing ($20 fee) as long as the filing is future dated and has not yet taken effect. This includes submissions for incorporation, dissolution, amalgamation, change of address or Notice of Alteration. There are no refunds for the filing that's being withdrawn.

Withdrawals need to be submitted before 2:30pm the day before the filing takes place. Complete the Notice of Withdrawal form (PDF, 117KB) and submit it along with payment using one of the following options:

• By courier to the BC Registries office with a cheque (200-940 Blanshard Street)
• By email to bcregistries@gov.bc.ca with authorization for BC Registries to take payment from your BC OnLine account, if you have one

If you need to withdraw a filing immediately and you don't have a BC OnLine account to submit the filing, contact a lawyer, notary or other service provider who can complete it for you (e.g. Dye & Durham).

Note: You cannot use the BC Registry application to withdraw a filing at this time.

Financial institutions and credit unions (including extraprovincial registered financial institutions) need to file documents with BC Registries and the BC Financial Service Authority (regulatory filings). For more information about filing requirements, contact the BC Registries helpdesk: 1-877-526-1526.

Look up B.C. School District Business Company forms for filing. For more information about filing requirements, contact the BC Registries helpdesk: 1-877-526-1526.

Once the amalgamation process is complete:

• Notification of the amalgamation will be published as part of the public record
• The new corporation will receive certified copies of documents, including a certificate of amalgamation

Benefit Companies:

Complete the dissolution through the BC Business Registry ($20) or by submitting a form:

• File a voluntary dissolution of a benefit company (PDF, 237KB)

Once the filing is complete:

• Dissolution is effective immediately
• Notification of the dissolution will be published as part of the public record
• The business, completing party, and custodian of records will receive the following outputs by email:
  • Receipt
  • Voluntary Dissolution Application
  • Certificate of Dissolution
• The account holder can also return to the BC Registry to download the business’ certified historical documents at any time.

Other Corporations:

Complete the dissolution through Corporate Online ($20) or by submitting a form:

• File a voluntary dissolution of a limited company (PDF, 237KB)
• File a voluntary dissolution of a community contribution company (PDF, 230KB)
• File a voluntary dissolution of an unlimited liability company (PDF, 242KB)
• File a cancellation of an extraprovincial company (PDF, 201KB)

If a community contribution company is dissolved, a maximum of 40% of its assets may be distributed to shareholders. The remainder must be transferred to a charity or other asset-locked community entity.

Once the filing is complete:

• If filed online, dissolution is effective at the effective date specified in the filing.
• Notification of the dissolution will be published as part of the public record
• The business will received a certified copy of the filed resolution and a confirmation printout identifying the date the business was dissolved

A company can apply for a limited restoration or reinstatement so that legal transactions can be completed (i.e. outstanding taxation issues, removing or transferring assets or insurance on vehicles left in the company name). 

A company may be restored for a limited period up to a period of 2 years. At the end of the limited restoration period, the company is automatically dissolved. If you require assistance to extend a limited restoration/reinstatement or wish to convert your restoration from a limited period to a full restoration, contact BC Registries at 1-877-526-1526 or 250-387-7848. 

You must apply for restoration by the court if:

• An asset has escheated to the Crown
• A B.C. company was dissolved prior to March 29, 2004
• You're restoring an unlimited liability company (ULC)

For limited restoration, follow the steps and complete the checklist in one of the following information packages:

• Limited restoration of a B.C. company by the registrar (PDF, 207KB) - includes community contribution companies
• Limited restoration of a B.C. company by the court (PDF, 252KB) - includes community contribution companies
• Limited restoration of a B.C. unlimited liability company by the court (PDF, 221KB)
• Limited reinstatement of an extraprovincial company (PDF, 199KB)

For limited restoration of a benefit company, contact BC Registries at 1-877-526-1526 or 250-387-7848. 

Note: If the company was involuntarily dissolved within the last year due to failing to file annual reports, the 21 day waiting period from the BC Gazette Publication and notification of directors (whichever is later) will not apply. However, if the company was dissolved for another reason, or it has been dissolved for over 1 year, then the company will not be restored until 21 days after the later of the two dates in Item H of the Full Restoration Application. Filing the restoration application on a priority basis will not waive the 21 day waiting period if it applies.

A company may apply for a full restoration or reinstatement if it intends to continue doing business in the future.  A full restoration by the registrar is the most common type of restoration and is used when a company has been doing business without realizing that it has been dissolved for not filing an annual report for two consecutive years. With this option, the company is fully restored and continues carrying on business as though it was never dissolved.

You must apply for restoration by the court if:

• An asset has escheated to the Crown
• A B.C. company was dissolved prior to March 29, 2004
• You're restoring an unlimited liability company (ULC)

For full restoration, follow the steps and complete the checklist in one of the following information packages:

• Full restoration of a B.C. company by the registrar (PDF, 336KB) - includes community contribution companies
• Full restoration of a B.C. company by the court (PDF, 313KB) - includes community contribution companies
• Full restoration of a B.C. unlimited liability company by the court (PDF, 307KB)
• Full reinstatement of an extraprovincial company (PDF, 233KB)

Note: If the company was involuntarily dissolved within the last year due to failing to file annual reports, the 21 day waiting period from the BC Gazette Publication and notification of directors (whichever is later) will not apply. However, if the company was dissolved for another reason, or it has been dissolved for over 1 year, then the company will not be restored until 21 days after the later of the two dates in Item H of the Full Restoration Application. Filing the restoration application on a priority basis will not waive the 21 day waiting period if it applies.

For full restoration of a benefit company, contact BC Registries at 1-877-526-1526 or 250-387-7848.

If a dissolved company holds an asset and only needs to transfer out an asset (e.g. a vehicle), they can apply for a ministerial order. Contact the Escheats Office at 250-356-8819 for an information package.

A company incorporated outside the province may register to operate in B.C. It's best to seek legal advice to ensure your company meets all the requirements for doing business in B.C.

To register a benefit company as an extraprovincial company, contact BC Registries at 1-877-526-1526 or 250-387-7848. 

Register a federal (Canadian) or foreign (out-of-province) corporation in B.C.

Companies from Alberta, Saskatchewan or Manitoba can follow the simplified approach to registering an extraprovincial (out-of-province) company and keeping records up to date in B.C.

Register a U.S. limited liability corporation (LLC) in B.C.

A company incorporated outside the province may decide to continue into B.C. It's best to seek legal advice to ensure your company meets all the requirements for conducting business in B.C.

A company incorporated in B.C. must apply to receive authorization to continue outside of B.C. Community contribution companies in B.C. are not allowed to operate outside of B.C.