Overview

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.

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

Background
Important Information

Getting Started

 

 Background

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.

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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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Download this overview for printing

Form 17 - Application for (Voluntary) Dissolution

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.

Effective Date and Time
Submitting Party Information

Person Having Custody of Dissolved Company's Records

Confirmation of Affidavit

Notification
Pay and File

Your Receipt

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Effective Date and Time

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.   

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All filings with an effective date and time in the future require an additional  fee of $100.  

 

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.

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If an Application for Voluntary Dissolution specifies an effective date in the future, no other filing will be accepted for that company until the date and time that the Application for Voluntary Dissolution takes effect

 

Exceptions to this filing restriction include court orders and withdrawal of the Application for Voluntary Dissolution.  See section 318 of the Business Corporations Act.  

If there is a need to file a form for the company during this period, the Application for Voluntary Dissolution must be withdrawn and resubmitted. All fees paid are non-refundable.

 

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.

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Submitting Party Information

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.

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Person having Custody of Dissolved Company's Records

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.

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Confirmation of Affidavit

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.

 

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  View a sample of an affidavit.

 

Check the box next to the affidavit if you have fulfilled these requirements.

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  If you have not fulfilled these requirements, you must click cancel and end the transaction.

 

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Notification

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.

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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.  It is advisable to print your receipt at this time.

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

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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.

Get Adobe Reader

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Getting Started

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:

Step 1

The company number or business number and password for the company to be voluntarily dissolved.  

Step 2

The date and time the voluntary dissolution is to take effect.

Step three

The name and address of the submitting party.

Step four

The name of the person having custody of the dissolved company's records.

Step five

The mailing and delivery addresses of the location of the dissolved company's records.

 

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.

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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

 

 

 

Related Topics

Frequently Asked Questions