ISSUES OF NON-COMPLIANCE WITH THE TRANSITIONAL PROVISIONS OF THE BUSINESS CORPORATIONS ACT

Important information:  All companies created prior to March 29, 2004 must file a Transition Application.  Because of the very high compliance rate in this regard the Registrar has adopted the following interim policy with respect to companies who have not filed a Transition Application, but who wish to file a form to amalgamate, voluntarily dissolve or continue out or amalgamate out.

This is an interim policy as the Registrar will be providing formal notification of dissolution under section 422 of the Business Corporations Act to all pre-existing companies in non-compliance with the transitional provisions of the Act.  Please contact the Corporate Registry immediately at 1 877 526-1526 to discuss dissolution proceedings if the company is in the process of voluntarily dissolving, continuing out, amalgamating out, or amalgamating with another corporation.  

Amalgamations

The amalgamating companies must be up-to-date on annual report filings (section 51 of the Business Corporations Act) and must have the required number of directors (section 120 of the Business Corporations Act).

The Business Corporations Act also requires that a pre-existing amalgamating company file a Transition Application for certain types of amalgamations.

Some amalgamations can be completed without the amalgamating company filing a Transition Application.  However, the amalgamating company could receive a notice of intent to dissolve under section 422 of the Act prior to its amalgamation (see opening statement).

Application for Authorization to Continue Out/Amalgamate Out (paper filing only)

A company must be up to date on annual report filings (section 51 of the Business Corporations Act) and have the required number of directors (section 120 of the Business Corporations Act) in order to receive consent from the Registrar to continue out of the Province.

A pre-existing company that has not filed a Transition Application can receive consent to continue out or amalgamate out.  However, the company could receive a notice of intent to dissolve under section 422 of the Act during the six-month consent period (see opening statement).

 Voluntary Dissolutions

A company must be up-to-date on annual report filings (section 51 of the Business Corporations Act) in order to voluntarily dissolve.  

A pre-existing company that has not filed a Transition Application can voluntarily dissolve.  However, it could receive a notice of intent to dissolve under section 422 of the Act prior to voluntarily dissolving (see opening statement).

Notice of Alteration under Section 257

A company must be up-to-date on annual report filings (section 51 of the Business Corporations Act) and must have the required number of directors (section 120 of the Business Corporations Act).  The Business Corporations Act requires all pre-existing companies to have filed a Transition Application (form 32 or 43) prior to filing any Notice of Alteration, including those filed as part of an arrangement.  The Registrar has no discretion in this regard.