Not-for-profit organizations

Amalgamation agreement. Societies that want to amalgamate must have adopted an amalgamation agreement by special resolution. It needs to include:

• Terms and conditions of the amalgamation
• Details about management and operation of the amalgamated society, including a constitution and bylaws

Authorization for amalgamation. An extraprovincial non-share corporation needs authorization from the official in its home jurisdiction whose role in that jurisdiction is similar to the role of the registrar in B.C.

Information about the amalgamating societies including, the name of each one and, for extraprovincial non-share corporations, the home jurisdiction where it was incorporated or formed.

The society's constitution. The constitution contains the society's name and its purposes. Prepare the constitution in a format that can be emailed. Unless the amalgamated society will adopt the name of one of the amalgamating B.C. societies, request and reserve a new name.

Member-funded societies. To become a member-funded society, all of the amalgamating corporations must already be member-funded societies (unless otherwise authorized by the court). If the choice is made, the following statement will be automatically included as part of the society’s constitution: "This society is a member-funded society. It is funded primarily by its members to carry on activities for the benefit of its members. On its liquidation or dissolution, this society may distribute its money and other property to its members."

Bylaws. A society’s bylaws contain rules for governing the society, including provisions for membership, directors and general meetings. Prepare bylaws in a format that can be emailed.

Information about directors. Provide the full names and addresses of all the directors of the society.

Address of the registered office. Provide the following:

• A mailing and delivery address (a location where a record could be dropped off with a society's representative or in a mail slot) for the society's registered office in B.C.
• An email to send notifications (e.g. annual report reminder)

Step 1: Submit a name request ($30 fee). Skip this step if the amalgamated society will adopt the name of one of the societies included in the amalgamation.

Log in to Societies Online and choose "Amalgamation" from the menu. Complete the online name request application. You will receive a name request reservation number once the name has been approved and reserved for your society.

Step 2: Apply for amalgamation ($100 fee). Once you receive the name request reservation number, complete the Amalgamation Application form (PDF, 76.1KB). Follow the instructions on the form to submit it along with payment and the society's bylaws and constitution. Cheque or money order should be made payable to the Minister of Finance. You may also make payment through your BC Online account.

Once the amalgamation process is complete:

• Notification of the amalgamation will be published as part of the public record
• The society will receive certified copies of documents, including a certificate of amalgamation, constitution and bylaws, and a statement of directors and registered office 

Step 1: The members of the society must pass an ordinary resolution authorizing the dissolution of the society.

• Example of an ordinary resolution (PDF)

When filing the online dissolution application, upload a copy of the ordinary resolution authorizing the dissolution in one of the following file formats: DOC, DOCX, PDF, RTF, TXT or WPS.

Step 2: The members of the society must pass an ordinary resolution appointing a person as a record keeper of the society.

The record keeper of a society must take into the record keeper’s custody or control all the records the society is required to keep under section 20 of the Societies Act for a period of 3 years following the date of the dissolution or until the expiration of any shorter period the court, on the application of the record keeper, may order.  

• Example of an ordinary resolution (PDF)

When filing the online dissolution application, upload a copy of the ordinary resolution appointing the record keeper in one of the following file formats: DOC, DOCX, PDF, RTF, TXT or WPS. 

Step 3: Prepare an affidavit. The affidavit must be sworn by two directors (or one director if the society has only one director) and must state that:

• The society has no liabilities, or has made provision for their payment

• The society has distributed its assets in accordance with the Act

The affidavit must be uploaded as part of the online Dissolution by Request application

• See example of an affidavit (PDF)

Step 4: Submit documents. After logging in to Societies Online, choose Dissolution by Request from the menu on the society’s dashboard page.

• Log in to Societies Online

Once the filing is complete:

• Dissolution is effective on the date set by the registrar once requirements are met and documents are filed
• Notification of the dissolution will be published as part of the public record
• The society will receive a certificate of dissolution confirming the dissolution of the society
• A copy of the certificate of dissolution will be sent to the record keeper

Section 126 of Societies Act: Dissolution by request

Please see the Maintain a Society section of the webpage for details on how to file a change to the record keeper information.

A society is dissolved if it doesn't file an annual report for 2 years or doesn't file any other return, notice or document required by the Act.

• A letter is sent to the society with notice that there has been a failure to comply with the Act
• One month after the date of the letter, if there's no response that indicates the failures are being remedied, public notice is published that the society will be dissolved
• One month after the date of the public notice, unless cause to the contrary is shown, the society is dissolved
• Notification of the dissolution will be published as part of the public record
• Promptly after a society is involuntarily dissolved by the registrar, the record keeper of the society must file with the registrar a notice of the record keeper's delivery address and mailing address.  The record keeper is the person who has, at the time of the involuntarily dissolution, custody or control of the records the society is required to keep under section 20 of the Societies Act

Please see the Maintain a Society section of the webpage for details on how to file a change to the record keeper information.

Request a delay of dissolution (not available for failure to transition).  If your society receives notice of dissolution but would like to continue operating, request a delay of dissolution by logging in to Societies Online. You will need the society incorporation number and registry key. If your society does not have a registry key, call the registry: 1-877-526-1526.

You cannot request a delay of dissolution if involuntary dissolution by the registrar has begun due to failure to file the Transition Application.

Step 1: Make sure the society has been dissolved

Call BC Registries and Online Services: 1 877 526-1526. Ask for a society summary that shows the date of dissolution and any other information about the society at the time when it was dissolved.

Step 2: Submit a name request

A society’s name is no longer protected (or reserved) once a society is dissolved, so the society’s original name may not be available at the time of restoration. Find out how to request and reserve a name.

Step 3: Give notice

Advertise your intent to restore the society in the British Columbia Gazette. You will be mailed a copy of the British Columbia Gazette containing your notice.

Also, send notice of your intent to restore to the registered office address and the individuals who were directors at the time of dissolution. Restoration can only be completed 21 days after the date the notice was published in the Gazette or the date a notice was mailed to the previous registered office address and directors - whichever happens last.

The 21 day wait period does not apply to societies that were dissolved within the past year by the Registrar for failure to file annual reports or hold annual general meetings.  

The 21 day wait period continues to apply to societies who were dissolved by the Registrar within the past year for failure to file a transition application.

Step 4: File overdue annual reports and hold an annual general meeting

SKIP THIS STEP FOR LIMITED RESTORATIONS

All overdue annual reports must be filed before a society is fully restored. Complete the required number of annual report forms (PDF) and submit them with the restoration application. Annual reports that indicate "no annual general meeting held" in any calendar year can only include a change of directors if unless a Director Change form (PDF) also submitted.

Hold a current annual general meeting before submitting the restoration documents. If there is a change to the society directors, submit a Director Change form (PDF) with the restoration application.

Make sure that the annual reports and change of director filings reconcile with the annual general meeting or effective date(s) of change.

Step 5: Apply for a court order (if required)

In some cases, authorization from the Supreme Court of British Columbia is needed to restore a society. For example, a court order may be required to:

• Restore a society that was dissolved prior to Nov. 28, 2016 and that has been dissolved for more than 10 years
• Allow a person who is not related to the society to be an applicant
• Effect the rights of persons that were acquired before the restoration
• Vest the land back to a society if the land has escheated to the crown on dissolution (and the society has been dissolved more than two years)

To apply for a court order:

• File an application with the court registry
• Request the registrar's written consent to the restoration by sending a stamped copy of the filed application, which includes the requisition to commence the proceeding and an affidavit, to BC Registries and Online Services, PO Box 9431 Stn Prov Govt, Victoria, BC V8W 9V3
• The registrar will send a letter of consent which will also outline any requirements the registrar may have
• Apply to the court for an order to restore the society

If the court is satisfied that it's appropriate to restore the society, it may make an order that the society be restored and:

• Set out any terms and conditions the court considers appropriate
• Give directions and make provisions the court considers appropriate for placing the society and every other person in the same position, as nearly as may be, as if the society had not been dissolved

Find out more:

• Supreme Court Information Packages > Societies Restoration Package
• Section 158 of the Societies Act: Definition of "applicant" and application of Division to society dissolved under former Act
• Corporate property to be returned to a restored society > Section 165(1) of the Societies Act and section 4 of the Escheat Act
• Call the Escheat Office: 250 356-8819
• Contact the Supreme Court of British Columbia in your area or seek get legal advice from a lawyer

If a court order was used to restore a society for a limited period, then a court order is required to extend the limited restoration.

Step 6: Complete the restoration application

Full restoration application form (PDF, 72.9KB)

Limited Restoration Application form (PDF, 72.9KB)

Send the application form, required documents and $100 payment to: BC Registries and Online Services, PO Box 9431 Stn Prov Govt, Victoria, BC V8W 9V3. Cheque or money order should be made payable to the Minister of Finance. You may also make payment through your BC Online account.

You will need the following information:

• Approved (reserved) name and name request number
• Information about the applicant - someone who:
  • Was a member or director of the society at the time of dissolution
  • Is the heir or personal or other legal representative of a person who was a member of the society at the time of dissolution
  • The court considers to be an appropriate person to make the application (in the case of an application to the court)
• The date notice of restoration was published in the Gazette
• The latest date notice was mailed to the registered office or a director
• A current registered office address and email address for the society
• Expiry date for the limited restoration (required for limited restoration only)

Submit these documents with the application form:

• Completed overdue annual report forms, if required (not required for limited restoration)
• Completed Notice of Change of Directors form (if the change occurred other than at an annual general meeting)
• Court order documents (if the restoration is by court order)

Once the filing is complete and the society is restored:

• The applicant will receive a copy of the certificate of restoration
• The society will receive certified copies of the restoration documents, including the certificate and the restoration application
• Notification of the restoration will be published as part of the public record

An application to extend the limited restoration period to a later date may be made to the registrar (if the original application was made to the registrar) or to the court (regardless of whether the original application was made to the registrar or the court).

If the limited period of the restoration of a society is extended, the society is dissolved on the expiration of the extended period.

The applicant who filed the initial limited restoration application may, within the limited period of restoration, apply to the registrar to extend the limited restoration.

Step 1: Ensure the initial limited restoration application has not expired

An extension can only be completed if the request is received by BC Registries and Online Services several business days in advance of the current limited restoration expiry date.

Call BC Registries and Online Services at 1 877 526-1526 if you are unsure of the current limited restoration expiration date.

Step 2: Give notice

Advertise your intent to extend the limited restoration of the society in the British Columbia Gazette. You will be mailed a copy of the British Columbia Gazette containing your notice.

Also, send notice of your intent to extend the limited restoration to the registered office address and the individuals who were directors at the time of dissolution. 

There is no required waiting period after these notices have been completed. The applicable forms and fees can be sent to BC Registries and Online Services for priority review and filing. 

Step 3: Apply for a court order (if required) 

If a court order was used to restore a society for a limited period, then a court order is required to extend the limited restoration period.

To apply for a court order:

• File an application with the court registry
• Request the registrar's written consent to the limited restoration extension by sending a stamped copy of the filed court application, which includes the requisition to commence the proceeding and an affidavit, to BC Registries and Online Services, PO Box 9431 Stn Prov Govt, Victoria, BC V8W 9V3
• The registrar will send a letter of consent which will also outline any requirements the registrar may have
• Apply to the court for an order to extend the limited restoration of the society

If the court is satisfied that it's appropriate to extend the limited restoration, it may make an order that the society’s limited restoration be extended.

Find out more:

• Supreme Court Information Packages > Societies Restoration Package
• Section 158 of the Societies Act: Definition of "applicant" and application of Division to society dissolved under former Act
• Corporate property to be returned to a restored society > Section 165(1) of the Societies Act and section 4 of the Escheat Act
• Call the Escheat Office: 250 356-8819
• Contact the Supreme Court of British Columbia in your area or get legal advice from a lawyer

Step 4: Complete the application to extend a limited restoration

FORM 10 SOC - LIMITED RESTORATION EXTENSION APPLICATION (PDF, 68.5KB) 

Send the application form, required documents and $15 payment to: BC Registries and Online Services, PO Box 9431 Stn Prov Govt, Victoria, BC V8W 9V3. Cheque or money order should be made payable to the Minister of Finance. You may also make payment through your BC Online account.

You will need the following information:

• If society name is being changed, provide approved (reserved) name and name request number
• The applicant must be the same applicant who originally applied for the limited restoration
• Expiry date for the limited restoration
• Court order documents (if the extension is by court order)

An application to convert from limited to full restoration may be made to the registrar (if the original application was made to the registrar) or to the court (regardless of whether the original application was made to the registrar or the court).

The applicant who filed the limited restoration application may, within the limited period of restoration, apply to the registrar to convert to a full restoration.

If a conversion is filed, the society is restored completely. It will be as if the society has continued in existence without being dissolved. 

Step 1: Ensure the initial limited restoration application has not expired

A conversion can only be completed if the request is received by BC Registries and Online Services several business days in advance of the current limited restoration expiry date.

If the 21 day wait period applies as described in Step 2, conclusion of the 21 day wait period cannot be after the limited restoration expiry date.  

Call BC Registries and Online Services at 1 877 526-1526 if you are unsure of the current limited restoration expiration date.

Step 2: Give notice

Advertise your intent to convert the society from a limited restoration to a full restoration in the British Columbia Gazette. You will be mailed a copy of the British Columbia Gazette containing your notice.

Also, send notice of your intent to convert from a limited to full restoration to the registered office address and the individuals who were directors at the time of dissolution. 

Conversion to a full restoration can only be completed 21 days after the date the notice was published in the Gazette or the date a notice was mailed to the previous registered office address and directors - whichever happens last.

The 21 day wait period does not apply to societies that were dissolved within the past year by the Registrar for failure to file annual reports or hold annual general meetings.  

The 21 day wait period continues to apply to societies who were dissolved by the Registrar within the past year for failure to file a transition application.

Step 3: Apply for a court order (if required)

If a court order was used to restore the society for a limited period, then a court order is required to convert from limited to full restoration.

To apply for a court order:

• File an application with the court registry
• Request the registrar's written consent to the conversion by sending a stamped copy of the filed application, which includes the requisition to commence the proceeding and an affidavit, to BC Registries and Online Services, PO Box 9431 Stn Prov Govt, Victoria, BC V8W 9V3
• The registrar will send a letter of consent which will also outline any requirements the registrar may have
• Apply to the court for an order to extend the limited restoration of the society

If the court is satisfied that it's appropriate to convert from limited to full restoration, it may make an order that the society restoration be converted from a limited to a full restoration.

Find out more:

• Supreme Court Information Packages > Societies Restoration Package
• Section 158 of the Societies Act: Definition of "applicant" and application of Division to society dissolved under former Act
• Corporate property to be returned to a restored society > Section 165(1) of the Societies Act and section 4 of the Escheat Act
• Call the Escheat Office: 250 356-8819
• Contact the Supreme Court of British Columbia in your area or get legal advice from a lawyer

Step 4: Complete the application for a full restoration and write the word “conversion” in the upper right corner of the form. Please note that a conversion filing only requires a $15 filing fee, and not $100.

Full restoration application form (PDF, 72.9KB)

Send the application form, required documents and $15 payment to: BC Registries and Online Services, PO Box 9431 Stn Prov Govt, Victoria, BC V8W 9V3. Cheque or money order should be made payable to the Minister of Finance. You may also make payment through your BC Online account.

Please note: a conversion can only be completed if the request is received by the BC Registries and Online Services several business days in advance of the current limited restoration expiry date. A 21 day wait period may also apply (please see step 2 above regarding this requirement). A conversion cannot be filed if the 21 day wait period applies and the wait period will conclude after the limited restoration expiry date.  

You will need the following information:

• If changing the society name on the conversion application, approved (reserved) name and name request number. If society name is not changing, a name request is not required
• Applicant information. The applicant should be the corporation or individual who filed the initial application for Limited Restoration
• The date notice of conversion to full restoration was published in the Gazette
• The latest date notice was mailed to the registered office or a director
• A current registered office address and email address for the society
• Court order number (if the conversion is by court order)

Submit these documents with the application form:

• Completed overdue annual report forms and associated fees (include $40 fee per year of overdue annual reports)
• Completed Notice of Change of Directors form if required (if the change occurred other than at an annual general meeting)  (include $15 fee per notice of change of director(s) form)
• Court order documents (if the conversion is by court order)

Once the filing is complete and the society is fully restored:

• The applicant will receive a duplicate restoration certificate
• The society will receive a certified copy of the restoration application, certified Statement of Directors and Registered office document, and original Certificate of Restoration
• Notification of the restoration will be published as part of the public record

An extraprovincial non-share corporation is a not-for-profit organization that has been incorporated or formed federally, or in another province or country. They must register within 2 months of starting to conduct activities in B.C. Once registered, they need to maintain the registration in B.C. This means filing annual reports and keeping information up to date.

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Register to conduct activities in B.C.

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Apply to continue into B.C.

Apply to move an out-of-province non-share corporation into B.C. from another province or country. Read about continuation under Section 94 of the Societies Act.

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Change of name

Log in to Societies Online to submit a notice of change of name for an extraprovincial non-share corporation, including:

• Reflect a change of name in the home jurisdiction
• Change the assumed name to a different assumed name
• Cancel the assumed name and use the name the extraprovincial non-share corporation uses in its home jurisdiction

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Notice of removal of attorney of extra provincial non-share corporation

An extraprovincial non-share corporation must have either a head office address in B.C. or an attorney for service in B.C. If the head office address of the extraprovincial non-share corporation is in B.C., and there is also an attorney for service on file, the extraprovincial non-share corporation may choose to remove their attorney for service. After notifying the attorney for service this filing can be completed on Societies Online. A $15 fee will apply. 

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Notice of resignation of attorney

An attorney for service for an extraprovincial non-share corporation who wishes to resign must:

• Give the attorney’s resignation to the extraprovincial non-share corporation in writing at least 2 months before the date on which the resignation is to take effect
• File with the registrar a Notice of Resignation of Attorney, FORM 46 SOC  A $15 fee applies.

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Cancel a registration

If an extraprovincial non-share corporation stops conducting activities in B.C., cancel registration through Societies Online. Choose the extraprovincial non-share corporation, then select "Cancel Registration" from the left hand menu. Once the notice has been filed, the extraprovincial non-share corporation will receive confirmation of the cancellation and a notification of the cancellation will be published by the registrar.

An extraprovincial non-share corporation's registration may be cancelled by the registrar if it doesn't file an annual report for 2 years or doesn't file any other return, notice or document required by the Act.

• A letter is sent to the society with notice that there has been a failure to comply with the Act
• One month after the date of the letter, if there's no response that indicates the failures are being remedied, public notice is published that the society will be dissolved
• One month after the date of the public notice, unless cause to the contrary is shown, the society is dissolved
• Notification of the dissolution will be published as part of the public record

Request a delay of cancellation. If your extraprovincial non-share corporation receives notice of cancellation from the registrar and it intends to continue operations in B.C., you may request a delay of cancellation to enable your extraprovincial non-share corporation to comply. A delay of cancellation application must be submitted by email or fax: 250-356-8923.

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Reinstate a registration

An extraprovincial non-share corporation may apply to have its cancelled registration reinstated. Upon reinstatement, the extraprovincial non-share corporation is deemed not to have been cancelled. Societies Act: Reinstatement of registration.

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 COVID-19 update for member-funded societies. Exclusion for COVID-19 relief funding.

The Societies Regulation is amended to exclude government funding received during the provincial state of emergency and in connection to the COVID-19 pandemic from the limit on government funding that member-funded societies can receive.

• Read the Order in Council, (PDF 605 kb) 

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Member-funded societies exist primarily for the benefit of their members and have the following statement in their constitution: "This society is a member-funded society. It is funded primarily by its members to carry on activities for the benefit of its members. On its liquidation or dissolution, this society may distribute its money and other property to its members."

A member-funded society may, on its winding up, distribute its money and other property to its members, and is subject to fewer accountability measures than an ordinary society.  Here are the differences:

Activity	Member-funded societies	Ordinary societies
Distribution of assets on winding up	No restrictions – assets could go to members	Assets can only be distributed to certain entities (such as, non-member-funded societies, registered charities or community service cooperatives)
Number of directors	One director is sufficient – no residency requirements	At least three, one of whom is ordinarily resident in B.C.
Composition of board of directors	No restrictions on number of board members who are employed by or under contract with the society	Majority of board must not be employed by or be under contract with the society
Financial statements	No public right to copies	Public has right to obtain copies
Disclosure of remuneration	No disclosure of remuneration required	Financial statements must set out remuneration paid to directors and to highly paid employees/contractors
Conversion to company	Can convert	Not possible

Determine if your society can be member-funded. A society cannot be a member-funded society if:

• It receives a significant amount of public donation or government funding (i.e. in a two-year financial period, it receives in public donations and government funding, or a combination of both, the greater of $20,000 or 10% of the society’s gross income for that period)
  • Gifts in kind count as public donations, but donations made by someone within the society (voting member, director, senior manager, employee, or a spouse or relative of such person) are not considered public donations
  • Government funding includes grants, interest free loans and similar funding – it does not cover fees that societies earn or income received under service contracts or other contracts
• Is a type of society prohibited by the Act or regulation from being member-funded such as registered charities, student societies, hospital societies or societies licensed to operate community care facilities

If the answer is yes to any of the following, your society cannot be a member-funded society:

• Is your society a registered charity or another “qualified donee” under the Income Tax Act (Canada)?
• Has your society, in its previous two financial years, received government funding or public donations of more than $20,000, and that amount constituted more than 10% of its gross income?
• Is your society a student society under the College and Institute Act or the University Act?
• Is your society a hospital society or a society that owns, manages or operates a licensed community care facility that is designated as a hospital society under the Hospital Act?
• Does your society receive or has your society received loans or grants of money from the British Columbia Housing Management Commission?
• Is your society or has your society been a service provider under the Community Living Authority Act?
• Is your society an authority that has received a grant for the previous school year under the Independent School Act?

Becoming a member-funded society. A new society indicates if it wants to be a member-funded society at the time of incorporation. An existing society indicates if it wants to become member-funded at the time of transition or must obtain court approval to become a member-funded society after transition. In either case, the society must obtain a special resolution of its members to become a member-funded society.

Learn more:

• Read Section 191 of the Societies Act
• Read Sections 12 and 13 of the Societies Regulations

An occupational title society (OTS) is a special society established under the previous Act (Society Act) that has as one of its purposes the representation of the interests of an occupation or profession. OTS members have the exclusive right to use registered occupational titles or initials. Existing OTSs are permitted to continue under the Societies Act but no new registrations are allowed.

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A special Act non-share corporation may convert into a society by filing a conversion application.

• Read about conversion in the Societies Act

Step 1: Get authorization. The following is required:

• Written consent from the Minister of Finance for the conversion
• Authorization by special resolution to:
  • Adopt a constitution and bylaws in substitution for the provisions of the Act (and the regulations under that Act) by which the corporation was incorporated, that are similar to the constitution and bylaws of a society
  • Authorize one or more members of the board of directors or other governing body of the special Act non-share corporation to file the conversion application with the registrar

Step 2: Prepare a constitution. The constitution contains the society's name and its purposes. Prepare the constitution in a format that can be emailed. If your corporation chooses to be a member-funded society upon conversion, the following statement will be automatically included as part of the society’s constitution: "This society is a member-funded society. It is funded primarily by its members to carry on activities for the benefit of its members. On its liquidation or dissolution, this society may distribute its money and other property to its members."

Step 3: Prepare bylaws. Provide a copy of your bylaws in a format that can be emailed.

Step 4: Assign directors. Provide the full names and addresses of all the directors.

Step 5: Submit a name request. To ensure the public is not confused or misled by similar corporate names, the name for the society must be approved by the registrar. You may wish to have three name choices ready in case your first choice is not available. Find out how to request and reserve a name.

Step 6: Submit the application form. Once you receive the name request reservation number, complete of the Conversion of Special Act Non-share Corporation to a Society form (PDF, 67.2KB). Follow the instructions on the form to send your bylaws and constitution to the registry. You'll also need to include:

• A mailing and delivery address (a location where a record could be dropped off with a society's representative or in a mail slot) for the society's registered office in B.C.
• An email to send notifications (e.g. annual report reminder)

Once the filing is complete:

• The society will receive certified copies of the conversion documents, including the certificate of conversion, the constitution and bylaws of the society and a statement of directors and registered office.
• Notification of the conversion will be published as part of the public record