Conversion of a Special Act Non-share Corporation

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

What You Will Need

Obtain written consent from the Minister of Finance for the conversion.

Obtain 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

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.

The constitution contains the society's name and its purposes.

Prepare the constitution in a format that can be emailed.

If your special Act 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.

 

A society’s bylaws contain rules for governing the society, including provisions for membership, directors and general meetings.

Prepare your bylaws in a format that can be emailed.

Societies need to provide the full names and addresses of all the directors.

A director’s address may either be the director’s residential address or an address at which the director is available to receive deliveries during normal business hours: 9 am to 4 pm local time, Monday to Friday.

The Societies Act requires all societies to maintain a registered office in British Columbia. Societies need to provide a mailing address and a delivery address (if different from the mailing address). An email address is also requested.

A delivery address is a location at which a record could be physically left with a representative or agent of the society, or in a mail slot at that address. The email address will be used to send notifications like the Annual Report reminder and information regarding any upcoming Corporate Registry changes.

 

Let's Begin

Once you log in to Societies Online, choose Conversion of Special Act from the menu on the Home Page. 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.

Note: If you are using Societies Online for the first time, you will be asked to create a BCeID account.

Once you receive the name request reservation number, print and complete a copy of the Conversion of Special Act Non-share Corporation to a Society application form. Follow the instructions on the form to send your bylaws and constitution to the Corporate Registry.

Send the completed form, required documents and 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.

 

Certificate and Notification

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 by the registrar.