Mailing Address: Courier Address:
PO BOX 9431 Stn Prov Govt 200 - 940 Blanshard Street
Victoria BC V8W 9V3 Victoria BC V8W 3E6
Telephone: 1 877 526-1526 www.bcreg.ca
INFO 17 COM (MAR 2018) 1
Voluntarily Dissolving a Limited Company
Thank you for your request on how to dissolve a company
under section 316 (see attached Appendix A) of the Business
Corporations Act.
STEP 1: COMPLETE AN AFFIDAVIT
To dissolve a company, the company must rst comply with
section 316 of the Business Corporations Act. This section, as
well as section 344(2), are included in Appendix A for your
reference.
The rst step will be to complete and deposit in the
company's records oce an adavit sworn by a director
of the company. See Appendix A section 316(1)(a) for
information and Appendix B for a sample adavit.
STEP 2: FILE ANY OUTSTANDING ANNUAL
REPORTS
The company must be in good standing as at the date
the Dissolution Request is led. Good standing means the
company has complied with section 51 of the Business
Corporations Act and is up to date with annual report lings.
To le any outstanding annual reports, logon to
www.corporateonline.gov.bc.ca. The Corporate Online site
includes online help information to assist you with ling
online. Visit www.corporateonline.gov.bc.ca and complete
your ling using a credit card OR for BC OnLine customers,
le using your BC OnLine account.
If you prefer to le by mail, contact Dye & Durham by calling
toll free 1 800 665-6211 or visit www.dyedurham.com. An
additional service fee will apply.
STEP 3: FILE A DISSOLUTION REQUEST
Once the company is in good standing, the next step in the
process is to le an Dissolution Request with the Corporate
Registry. The Dissolution Request must be submitted
electronically over the Internet by visiting Corporate Online
at www.corporateonline.gov.bc.ca and completing your
ling using a credit card or, for BC OnLine customers,
le using your BC OnLine account. The Corporate Online
site includes online help information to assist you with
completing and ling the online application form.
Note: You will be asked to enter the company password at the
start of the Dissolution Request transaction. Please make sure
you have the password before you begin.
Note: It is recommended that you complete the attached
paper version of the Dissolution Request rst and use it for
reference when you electronically le the request.
If you are not able to le electronically, you may prepare
the forms on paper and, once the forms are completed,
contact a law rm or registry agent to submit the forms on
your behalf. The law rm or registry agent will charge you
a service fee, in addition to the Corporate Registrys fees
for ling the form. BCRegistry Services’ Preferred Service
Provider is Dye&Durham, which can be contacted at
1800665-6211 or at their website, www.dyedurham.com.
STEP 4: RECEIVE CONFIRMATION
Once the Dissolution Request has been led using Corporate
Online, the registrar will provide conrmation of the
dissolution of the company by issuing and providing a copy
of the certicate 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 Queens Printer website,
www.bclaws.ca.
FEES
The fee to le an Dissolution Request using Corporate Online
is $20.00, and a BC OnLine service fee of $1.50. You will need
a valid credit card and you will be asked to enter the credit
card information at the end of the transaction.
Note: Should you choose to have a future eective ling date
for the dissolution, the fee to le a Dissolution Request using
Corporate Online is $120.00, and a BCOnLine service fee of
$1.50.
For information regarding fees and procedure for BCRegistry
Services’ Preferred Service Provider Dye&Durham to le on
your behalf, go to their website at www.dyedurham.com
or call 1 800 665-6211. You should contact Dye & Durham
to conrm the total fees required, before sending your
documents for ling.
INFO 17 COM (MAR 2018) 2
ADDITIONAL INFORMATION
For questions about connecting to Corporate Online to le
electronically over the Internet, contact the BCOnLine help
desk at 1800663-6102. Internet terminals are located at
most Service BC Centre oces, libraries and at Internet cafes.
The Corporate Online system is available for online ling
from 6:00a.m. to 10:00 p.m. Monday through Saturday and
from 1:00 p.m. to 10:00 p.m. on Sunday, including statutory
holidays. Note that due to system maintenance, the Sunday
opening at 1:00 p.m. is not guaranteed, although every eort
will be made to ensure the system is available at that time.
For information on completing your documentation, contact
the Corporate Registry at 1877526-1526. Corporate Registry
sta cannot provide legal or business advice.
INFO 17 COM (MAR 2018) 3
APPENDIX A
Business Corporations Act (SBC 2002) Chapter 57
Part 10 – Liquidation, Dissolution and Restoration
Division 2 – Voluntary Dissolution Without Liquidation
Section 314 – Authorization for voluntary dissolution
Section 316 – Application for voluntary dissolution
Division 8 – Eect of Dissolution
Section 344 (2) – Eect of dissolution
Authorization for voluntary dissolution
314 (1) A company may apply to be dissolved under this Division if
(a) it is authorized to do so by an ordinary resolution,
(b) it has no assets, and
(c) it
(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.
(2) Despite subsection (1) (a) of this section, a company referred to in subsection (1) (b) and (c) that has
not issued any shares may apply to be dissolved under this Division if it is authorized to do so by a
directors’ resolution
Application for voluntary dissolution
316 (1) In order to apply for dissolution under this Division, a company must
(a) obtain and deposit in its records oce an adavit that is sworn by a director of the company and
that complies with subsection (2), and
(b) le with the registrar an application for dissolution in the form established by the registrar
containing a statement that the adavit required under paragraph (a) of this subsection has been
obtained and deposited in the companys records oce.
(2) An adavit referred to in subsection (1) (a) must state
(a) that the companys 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.
Eect of dissolution
344 (2) If, when a company is dissolved, the company has an asset that has not yet been distributed, the asset
vests in the government unless
(a) the asset is one in which the company is a joint tenant, in which case the asset vests in the other
joint tenant on dissolution, or
(b) the asset is land located in British Columbia, in which case the asset is, subject to paragraph (a) of
this subsection, deemed to escheat to the government under section 4 of the Escheat Act.
This is an unocial excerpt from the Business Corporations Act and is enclosed for ease of reference only. For complete
information, refer to the Business Corporations Act. Acts and regulations are available for purchase through Crown
Publications at www.crownpub.bc.ca.
INFO 17 COM (MAR 2018) 4
IN THE MATTER OF
[insert full company name]
AND THE BRITISH COLUMBIA BUSINESS
CORPORATIONS ACT, SECTION 316
AFFIDAVIT
I, [insert name of director] of [insert full residential address] in the Province of British Columbia, make oath and say
as follows:
1. I, [insert name of director], declare that I am a director of [insert full company name] (the company”) and
have personal knowledge of the matters hereinafter set forth.
(a) 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) [insert the application statement describing the company’s liabilities:
“has no liabilities, as a result of section 315 (6) or otherwise.
- OR -
“has made adequate provision for the payment of each of its liabilities.
Note: if a statement is made other than those mentioned above, it is recommended you seek legal advice
before proceeding.
SAMPLE
Sample of an adavit sworn by a
director typed on plain white paper
[name of director]
Director
[signature of director]
A Commissioner for taking Adavits for
British Columbia
[signature of Commissioner]
SWORN BEFORE ME at the City of [city],
in the Province of British Columbia, on
[insert date].
APPENDIX B
INCORPORATION NUMBER OF COMPANY TO BE DISSOLVED
NAME OF COMPANY TO BE DISSOLVED
B
A
FULL NAME OF PERSON SUBMITTING THE APPLICATION
D
LAST NAME
FIRST NAME
MIDDLE NAME
MAILING ADDRESS OF PERSON SUBMITTING THE APPLICATION
E
CORPORATION OR FIRM NAME
C
DISSOLUTION EFFECTIVE DATE –
Choose one of the following:
The dissolution is to take effect at the time that this application is filed with the registrar.
The dissolution is to take effect at 12:01a.m. Pacific Time on
being a date that is not more than ten days after the date of the filing of this application.
The dissolution is to take effect at Pacific Time on
being a date and time that is not more than ten days after the date of the filing of this application.
YYYY / MM / DD
YYYY / MM / DD
a.m. or p.m.
PROVINCE POSTAL CODE
FORM 17 COM (JUL 2017)
ADDRESSES OF LOCATION OF “DISSOLVED COMPANY’S RECORDS”
G
DELIVERY ADDRESS OF LOCATION OF “DISSOLVED COMPANY’S RECORDS”
MAILING ADDRESS OF LOCATION OF “DISSOLVED COMPANY’S RECORDS”
H
CERTIFIED CORRECT
I have read this form and found it to be correct.
I also confirm that the affidavit required by section 316(1)(a) of the Business Corporations Act has been obtained
and deposited in the company’s records office.
DATE SIGNEDNAME OF AUTHORIZED SIGNING AUTHORITY FOR THE COMPANY SIGNATURE OF AUTHORIZED SIGNING AUTHORITY FOR THE COMPANY
YYYYMMDD
X
BC
PROVINCE POSTAL CODE
PROVINCE POSTAL CODE
BC
FULL NAME OF PERSON WHO WILL HAVE CUSTODY OF THE “DISSOLVED COMPANY’S RECORDS”
F
LAST NAME MIDDLE NAME
FIRST NAME
CORPORATION OR FIRM NAME
DO NOT MAIL THIS FORM to BC Registry Services
unless you are instructed to do so by registry staff.
The Regulation under the Business Corporations Act
requires the electronic version of this form to be filed
on the Internet at www.corporateonline.gov.bc.ca
Freedom of Information and Protection of Privacy Act (FOIPPA): Personal
information provided on this form is collected, used and disclosed under the
authority of the FOIPPA and the
Business Corporations Act for the purposes of
assessment. Questions regarding the collection, use and disclosure of personal
information can be directed to the Manager of Registries Operations at
1 877 526-1526, PO Box 9431 Stn Prov Govt, Victoria BC V8W 9V3.
Mailing Address: PO Box 9431 Stn Prov Govt
Courier Address: 200 – 940 Blanshard Street
Telephone: 1 877 526-1526
www.bcreg.ca Victoria BC V8W 9V3 Victoria BC V8W 3E6
BC Company
DISSOLUTION REQUEST
BUSINESS CORPORATIONS ACT, section 316
Chrome Web Store
It looks like you haven't installed the Fill Chrome Extension Add to Chrome