Filing an Application for (Voluntary) Dissolution
The following overview provides information on how to file the Application for (Voluntary) Dissolution to voluntarily dissolve a company in BC under section 316 of the Business Corporations Act. Before you file the Application for (Voluntary) Dissolution, please ensure you read the following information. For business or legal advice, you should go to a small business consultant or a lawyer.
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To dissolve a company, the company must first comply with section 316 of the Business Corporations Act. Refer to this section, as well as section 344(2), of the Business Corporations Act.
The company must be in good standing on the date the Application for Dissolution is filed. Good standing means the company has complied with section 51 of the Business Corporations Act. (Company must be up to date with its annual report filings).
To file any outstanding annual reports, click on the "File a BC Annual Report" link from the Main Menu of Corporate Online. This transaction includes a video demonstration and online help information to assist you with filing annual reports online.
If you prefer to file by mail, contact our preferred service provider, Dye & Durham by calling toll free 1 800 665-6211 or visit www.dyedurhambc.com. An additional service fee will apply.
Once the Application for Dissolution has been filed using Corporate Online, the registrar will provide confirmation of the dissolution of the company by issuing and providing a copy of the certificate of dissolution to the person shown in the application as having custody of the "dissolved company records", as well as to the "person submitting the application" on behalf of the company. The registrar will also publish notice of the dissolution on the Queen's Printer Web site www.qplegaleze.ca.
Doing Business in Alberta and/or Saskatchewan (NWPTA)
If you complete this transaction and dissolve a BC Company, and the company is also registered in Alberta and/or Saskatchewan as an extraprovincial company, the registration will automatically be cancelled upon completion of this transaction and there is no need for you to notify the Alberta Registry or the Saskatchewan Corporate Registry.
The Alberta Registry or Saskatchewan Corporate Registry will not provide notification of the cancellation. They will just remove the registration information from their corporate register.
For more information, read the Frequently Asked Questions.
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The new Business Corporations Act permits a person to specify the date and time that the Application for Voluntary Dissolution will take effect. A person can specify that the company is dissolved up to ten days in the future.
Even though the Application for Voluntary Dissolution is not effective until the date and time specified, the dissolution is still filed. Because the dissolution is filed, the public can pay a fee and can search this information and view the Application for Voluntary Dissolution online. Once the dissolution takes effect, the public will also be able to view the Certificate of Dissolution online as well.
A Certificate of Dissolution will NOT be issued to the company until after the specified date and time. This is because the Dissolution can be withdrawn at any time up until the specified date and time that the Application for Voluntary Dissolution is to take effect.
To withdraw the Application for Voluntary Dissolution, a Notice of Withdrawal must be filed on paper and received and filed by the Corporate Registry before the specified effective date and time. See the downloads page to obtain Form 19 - Notice of Withdrawal.
If the submitting party is a corporation or firm, enter the full name of the Corporation or Firm. If the submitting party is an individual, enter the exact spelling of the Last Name (at minimum), First Name, and Middle Name.
If the person who will have custody of the records is a corporation or firm, enter the full name of the Corporation or Firm. If the person who will have custody of the records is an individual, enter the exact spelling of the Last Name (at minimum), First Name, and Middle Name.
The person who submits the Application for Voluntary Dissolution has legal responsibilities under section 316 of the Business Corporations Act:
The Act states that:
(1) In order to apply for dissolution under this Division, a company must:
(a)obtain and deposit in its records office an affidavit that is sworn by a director of the company and that complies with subsection (2), and
(b) file with the registrar an application for dissolution in the form established by the registrar containing a statement that the affidavit required under paragraph (a) of this subsection has been obtained and deposited in the company's records office.
(2) An affidavit referred to in subsection (1) (a) must state:
(a)that the company's dissolution has been duly authorized in accordance with section 314 (1) (a) or (2), as the case may be,
(b) that the company has no assets, and
(c) that the company
(i) has no liabilities, as a result of section 315 (6) or otherwise, or
(ii) has made adequate provision for the payment of each of its liabilities.
There are two notification screens that allow you to indicate how you would like to receive the documents issued by the registrar as a result of filing a voluntary dissolution. The first screen lets you indicate how the submitting party would like to receive the documents. The second screen lets you indicate how the person having custody of the dissolved company's records would like to receive the documents. In both cases, you can choose to have the documents picked up at the Corporate Registry by agent or courier, emailed or mailed to an address already entered or mailed to another address.
See Notifications for a list of documents issued by the Corporate Registry as a result of filing a Voluntary Dissolution Application.
Within two to three working days, the staff will sort and prepare the documents for pick up or mail out. If you require copies of your documents prior to them being printed and made ready for pickup or mailing out, you can use the View and Print a Previous Filing function from the Main Menu of Corporate Online to "view" and "print" a copy of these documents for free. However, these documents that you can view and print are not certified copies.
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. It is advisable to print your receipt at this time.
See the fee schedule to review the fee for this filing.
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.
Select "Application for (Voluntary) Dissolution" from the Services Menu. To access the Services Menu, click "Other filings, services and paper forms" from the Main Menu.
Before you begin, ensure you have the following information on hand:
As part of the Application for Voluntary Dissolution, you will need to confirm that the affidavit required by section 316(1) (a) of the Business Corporations Act has been obtained and deposited into the company's records office.
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.