Dissolution and Restoration
Dissolution - Shutting Down a Co-op
- Before a co-op can be dissolved it must ensure all debts have been paid and annual reports filed. If required, outstanding annual reports can be forwarded with the application for voluntary dissolution.
- Co-op subscribers must then pass and authorize the dissolution of the association by completing and signing in duplicate a Special Resolution form and an application for voluntary dissolution - posted below.
- An affidavit by one director stating the association has no assets and the association has no liabilities or has made provision for the payment of each of the association’s unpaid liabilities with written consent to that provision for payment from each creditor.
Note: The affidavit is then sworn before a Commissioner for Oaths or a Notary Public with a seal affixed.
- The association will be dissolved on the date set by the Registrar once all requirements are met and documents filed. The Registrar will forward confirmation and publish a notice in the British Columbia Gazette announcing the dissolution.
Restoring a Co-op
Follow these eight steps to restore a co-op that’s been dissolved (shut down) for 10 years or less.
Step 1: Name approval
The name of your co-op must be approved and reserved before you can move forward with the restoration process. To ensure the name you want for your co-op is available, submit a Name Approval Request form. Write the word ‘Restoration’ in the section titled ‘Additional Information’.
Step 2: Confirm status of land held by co-op (if applicable)
If the corporation held land or had an interest in land or personal property at the time of dissolution, refer to Appendix A in the Information Package related to Escheat Claims. You may want to seek independent legal advice.
Step 3: Apply for an Order to Restore
You will need to apply to the Supreme Court of British Columbia for an order to restore the corporation.
Visit the Supreme Court Civil Rules Forms page to obtain the following forms necessary for co-op restoration:
- Affidavit form
- Consent Order form
- Requisition for Consent Order or Order Without Notice forms
The initial application to the court consists of a requisition and an affidavit that includes the following:
- Date the co-op was dissolved
- Identity of who is applying for restoration
- Reasons why this co-op should be restored
- Reasons why an order should be made retrospectively
Restoration of a co-op may be arranged for a limited period of up to two years. This limited period must be explained in the initial application to the court. When this period expires, the corporation is struck from the Register.
If applying to restore a co-op under a new name, both the old and new names must be included in the application to the court so the correct old name can be restored as the new name of the co-op. Once the application is completed and the affidavit has been witnessed by a notary public or commissioner for taking oaths, return the application, in duplicate, along with the required fees, to the court. The court clerk will file one copy, open your action number, and stamp and return the duplicate copy of the application to you.
To learn more information on the court process for restoring a co-op, contact the court in your area or seek professional legal advice. Visit www.courts.gov.bc.ca.
Step 4: Request Registrar's consent to restore
Submit your court filed requisition and affidavit to BC Registries and Online Services. Staff will prepare the Registrar’s consent and mail it back to the applicant.
Step 5: The 'Gazetting' process
While waiting to receive the Registrar’s consent, place an ad for one week in the British Columbia Gazette showing your intent to restore the co-op. This needs to be completed prior to the court granting the order. The British Columbia Gazette will mail the applicant the issue featuring the published notice.
If applying for a limited period of time, this must be included in the Gazette notice as set out in the initial application. If applying for restoration under a new name, include both the old and new names in the notice.
Visit Crown Publications for more details on ad insertions and the gazetting process.
Phone: 250 387‑4191
Fax: 250 387‑1120
Mail: Crown Publications
PO Box 9452 Stn Prov Govt
Victoria BC V8W 9V7
Sample wording for Gazette notice: Take note that a restoration application will be made to the Registrar to restore:
- Co-op name
- Incorporation number
- Dated at (city or town), B.C., this (day) of (month), (year)
- Name of person applying for gazette notice
- Relationship to co-op
Step 6: Notice of intent
Included with the Registrar’s consent will be a summary of information on our registry related to the co-op. Send a notice of your intent to restore the co-op name by registered mail to the last registered office address on file with the Registrar, or to the head office in British Columbia for extraprovincial entities as indicated in the summary of information. Retain mailing receipts and a copy of the notice.
Step 7: Affidavit and draft order
File a subsequent affidavit and a draft order with the court to establish that:
- a notice of the initial application was sent to the Registrar and was approved for restoration. The consent notification must be attached.
- the initial application was published in the British Columbia Gazette. Attach the full page with the ad to confirm the date of publication.
- a Notice of Intent to Restore was mailed to the last address shown as the registered office of the co-op or the head office within British Columbia for extraprovincial associations. Include a copy of summary of information with the Registrar’s consent, receipts, and a copy of the Notice of Intent.
You must also prepare a draft copy of the court order.
- If applying for restoration for a limited period of time, indicate the dates in your draft court order.
- If applying for restoration under a new name, both old and new names must be included in the draft court order.
Once the court order is complete, and the second affidavit has been witnessed by a notary public or commissioner for taking oaths, submit the draft order and affidavit to the court. Be sure to request a certified copy of the court order once granted.
The court will review the application and grant or deny the order. If the order is denied, you must comply with court requests. If the order is granted, obtain and pay for a certified copy of the court order.
Step 8: Submit the documents
Submit the certified copy of the court order, along with other requirements outlined in the Registrar’s consent, including fees.
Once you file your documents with the Registrar, staff will forward a Certificate of Restoration to the applicant and will publish a notice of the restoration in the British Columbia Gazette.