Not-for-profit organizations


Not-for-profit, non-profit or for-profit?

In B.C., not-for-profit organizations are known as societies. Societies are independent, democratic organizations that are required to comply with the Societies Act and their own constitution and bylaws. 

Not-for-profit organizations do not earn any profits for its members. All money is donated to the organization’s cause or goal. They may be eligible to:

Non-profit organizations use money to support the organization’s cause or goal, but they also use some money to pay for employee salaries and administrative need.

For-profit organizations may have similar goals as not-for-profit organizations but they also distribute profits to owners.

In B.C., these are known as benefit companies and community contribution companies.

Start a society

Societies do not have to incorporate, but incorporating has advantages. For example, it can make it easier to get funding available only to incorporated (or registered) societies. It also gives a society:

  • The rights of an individual
  • An independent existence separate and distinct from its members
  • Unlimited life expectancy

The purpose is the type of cause, activity or support the society will promote. It could include any of the following purposes or types of activities:​ Agricultural, artistic, benevolent, charitable, educational, environmental, patriotic, philanthropic, political, professional, recreational, religious, scientific, social, or sporting.

A purpose cannot include operating a business for profit or gain.

The purpose becomes part of the society's constitution. It needs to comply with the Societies Act.

Here's an example of a society's constitution (name and purpose):


Arbutus Community Band

The purposes of the society are to:

  • Provide an opportunity for amateur musicians to play together, and
  • Make the band available for civic and charitable functions

Option 1: Adopt the model bylaws without any changes. The model bylaws provide a framework of basic procedural rules for new societies. Download a copy of the model bylaws (DOC, 24.2KB).

Before adopting these bylaws, make sure they're suitable for your society. For example, Bylaw 3.7 provides that proxy voting is not permitted, so this bylaw would not be suitable for a society that wants to allow its voting members to appoint proxy holders.

Option 2: Create your own bylaws. Use the model bylaws as a guide or start from scratch. You should get legal advice if you require assistance in drafting or changing bylaws. A society's bylaws need to:

  • Comply with the Societies Act and contain the matters (provisions) required by Section 11 of the Societies Act
  • Be written in English
  • Be in a format that can be uploaded, copied and compared (DOC, DOCX, PDF, RTF, TXT or WPS)

A director is responsible for managing a society. Each person incorporating the society (incorporator) usually also become a director, but this is not required.

An ordinary society must have at least 3 directors. One of them must be resident in B.C. A member-funded society needs one director. They do not need to be a B.C. resident.

A director must be qualified under the Societies Act and the bylaws of the society. They must:

  • Be an individual – not an organization or a corporation
  • Be at least 18 years old – younger directors may be permitted under certain conditions
  • Be capable of managing their own affairs
  • Not be undergoing bankruptcy
  • Have not been convicted of fraud or corporate offence within the last five years
  • Meet any qualifications noted in the society’s bylaws

Request and reserve a business name online ($30 fee).

Societies must have their name approved and confirm that it doesn't conflict with a name already being used by a corporation. This makes sure that the public is not confused or misled by a society's name. Find out how to choose the right name.

It takes about 7 to 14 days to process a name request. Once it's complete, you'll receive a name request number you can use to incorporate the society. Be sure to complete the registration before the name request expires (56 days after it's approved). If not, you'll need to submit another name request.

Request priority service ($100 fee) if you need to have a name approved in 1 to 2 business days.

Apply to incorporate a society online ($100 fee).

You'll need:

  • Your name request reservation number
  • The society's purpose (part of its constitution), including indcating if the society is member-funded
  • The society's bylaws
  • Names and contact information for each applicant (person, company, society or foreign corporation)
  • Names and addresses of all directors - either a home address or one where they can receive deliveries during normal business hours
  • Mailing address for the society's registered office in B.C.
  • Delivery address (a location where a record could be dropped off with a society's representative) for the society's registered office in B.C.
  • An email to send notifications (e.g. annual report reminder)

You will also be asked to create a registry key (or password) for the society that will be needed for making future filings using Societies Online:

  • It must be at least 8 characters long - a combination of letters, numbers and special characters
  • Do not use your incorporation number, business number or name in the key
  • Only share the key with those who are authorized to complete filings for the society

Once the incorporation process is complete:

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

 

You may want to get advice from a chartered accountant or lawyer before setting up a society.

Societies that plan to run activities throughout Canada should consider whether they want to incorporate a federal not-for-profit corporation.

Incorporated societies from outside of B.C. need to complete an extraprovinical registration and maintain registered status while operating in B.C.

Maintain a society

Societies are legally obligated to protect any personal information that they collect, use or disclose. This includes information about customers, clients, employees or others. Learn about protecting personal information.

COVID-19 updates for annual meetings. Societies can host virtual or hybrid meetings even if it's stated otherwise in the society’s bylaws, the Societies Act or regulations.

  • This is the result of a ministerial order (PDF, 93.9KB) that will remain in force until July 10, 2021
  • If notice is required, instructions for participation can be provided in lieu of a physical location

A decision of the Registrar of Companies - June 23, 2020 (PDF, 157KB) provides an option for societies that want to delay their annual general meeting past the March 31 deadline.


Each calendar year, incorporated societies must hold an annual general meeting (AGM). To maintain good standing they must also file an annual report. The report must be filed within 30 days after the annual general meeting. Societies do not need to hold an annual general meeting or file an annual report the year they incorporate.

Find information about agenda items for annual general meetings in section 71 of the Societies Act.


File an annual report ($40 fee)

Log in to Societies Online. You'll need to know the annual general meeting date. Pay by credit or pre-authorized debit card or use a BC OnLine account.

When filing an annual report, you can also make changes to address or director information. Financial statements and meeting minutes do not need to be filed with the society’s annual report. Keep these documents with other records at your society’s registered office.


Set up an annual report reminder

Log in to Societies Online to request a reminder email. It will be sent to any primary and alternate email addresses provided.


Ask for more time

If your society is unable to hold an annual general meeting within the year, log in to Societies Online to request an extension between November 1 and December 31. Before submitting the request, make sure the society is up to date on holding its annual general meetings and has filed all its annual reports for previous calendar years.

If the request for an extension is granted, your society must hold an annual general meeting between January 1 and March 31 of the following calendar year. An annual general meeting must still be held (and an annual report filed) for the current calendar year.


If you miss the annual general meeting extension date given, file an annual report within 30 days of the date the meeting should have been held. If your society does not hold an annual general meeting, file an annual report by January 31 noting that no annual general meeting was held in the calendar year.

If a society does not hold an annual meeting or file an annual report for 2 consecutive years, the Registrar may dissolve the society.

File a change of address ($15 fee). Be sure to keep the society's physical (delivery) and mailing addresses up to date. If the address changes, update it as soon as possible online by logging in to Societies Online. You can also update the address when filing an annual report.

The change will take effect the day after the online filing is completed.

Once the filing is complete, copies of the documents will be available to download from your society’s filing history.

File a change to a society’s name and/or purposes ($50 fee).

Find out how change to or from being a member-funded society.

Step 1: Authorize the change by special resolution.

Step 2: Submit a change of name and/or purposes through Societies Online.

What you'll need to complete the change of name and/or purposes:

  • The date the special resolution was passed to change the constitution
  • An approved name reservation through Societies Online ($30 fee)
  • If you're changing the purposes of the society, the updated purposes

Constitution changes take effect once the changes have been submitted and filed. Once a filing is complete, certified copies of the documents are available to download from your society's filing history at your convenience.

Filing changes to directors in the order of the effective date (i.e. file the oldest change first). This will ensure changes in previous filings are carried forward and will prevent delays in other filings. If director changes were filed out of order, contact the BC Registries team: 1-877-526-1526.

Option 1: If a change in directors occurs at the annual general meeting, update the director information as part of the annual report filing for that meeting. A separate filing is not required. The effective date of the change is the date of the annual general meeting.

Option 2: If the change occurs outside of the annual general meeting, log in to Societies Online and file a Change of Directors to add or remove a director ($15 fee). The effective date is the date of change in directors.

Option 3: Log in to Societies Online to update the legal name or address for an existing director (no fee). The effective date is the date of the filing.

Once a filing is complete, copies of the documents are available to download from your society’s dashboard or you can choose to have them sent to you by email, mail or courier.

File a constitution alteration application to change bylaws ($50 fee).

Step 1: Make sure the new or updated bylaws contain the matters (provisions) required by Section 11 of the Societies Act. Seek legal advice if you require assistance in drafting or changing bylaws.

Step 2: Authorize the change by special resolution.

Step 3: Complete the transition process to the new Act (if your society has not already done so).

Step 4: Submit a constitution alteration application through Societies Online or by using a community access terminal at a Service BC location.

What you'll need to complete the constitution alteration application:

  • The date the special resolution was passed to change the bylaws
  • A brief description of the changes, for example: "Changed bylaw 2, 4 and 5; Deleted bylaw 30; Replaced bylaws in their entirety."
  • A complete set of updated bylaws in English and in one of the following formats: DOC, DOCX, PDF, RTF, TXT or WPS

Bylaw changes take effect once the bylaw alteration application has been submitted and filed. Once a filing is complete, certified copies of the documents are available to download from your society's filing history at your convenience.

A correction is not the same as updating or changing a society's address, constitution, directors or bylaws.


Spelling mistakes or typos

File a correction ($15). Complete the Corporate Register Correction form (PDF) and mail it to the address on the form along with a cheque or money order made payable to the Minister of Finance.

  • A correction is completed when an error has been made in a previous filing. The society should remedy the filing mistake and provide the correct information that should have been filed at the time the filing was completed
  • If a correction is made to the name or address of a current director or the society's registered office address, this information will be updated and a new Statement of Directors and Registered Office produced. If the correction is not to the most current directors or registered office address, a comment will be added to original filing to show what should have been filed

Once the filing is complete, the correction shows in the society's filing history and on the public search indicating that an error occurred and was corrected:

  • The original filing includes a comment stating that it has been corrected
  • The correction filing includes a comment indicating which filing has been corrected

Errors in the bylaws

File a correction to your Bylaw Alteration Application filing using Societies Online if you have:

  • Uploaded the wrong set of bylaws
  • Included an incorrect bylaw
  • Missed including a bylaw

Once the filing is complete, a certified copy of the new set of bylaws will be available to download from your society's Filing History at your convenience.


Errors in the name or purposes (the constitution)

File a correction to the Constitution Alteration Application filing using Societies Online to correct a society’s name or purposes (if the correction is something other than correcting a spelling mistake or typo).

Once the filing is complete, a certified copy of the new constitution will be available to download from your society's dashboard at your convenience. If you prefer, you may also choose to receive your copies by email, mail or courier pick-up.


Errors on an annual report filing

File a Correction to the Annual Report using Societies Online if you have:

  • Provided the wrong list of directors moving forward from the annual general meeting
  • Provided misspelled director names or incorrect director addresses
  • Provided the wrong registered office address for the society
  • Provided the wrong date for the annual general meeting

Filing changes to directors out of date order

If director changes were filed out of order, contact the BC Registries team: 1-877-526-1526.


BC Registries and Online Services does not supervise or investigate the conduct of a society, or get involved in its internal business or procedures. If members are unhappy with how the society's being managed or run, they may exercise their rights through the remedies available under the Act.


Resolving a dispute about operation or governance

Members and directors should try to cooperate and resolve the dispute. Taking this approach before resorting to legal remedies can help:

  • Resolve disputes quickly
  • Reduce legal costs
  • Result in a solution that is acceptable to a majority of the parties involved

To resolve a dispute, the parties involved should:

  • Be prepared to listen with an open mind to each other's positions and viewpoints
  • Focus discussions on resolving the root cause of the dispute instead of unrelated personal disagreements

Invite a neutral third party mediate discussions. The Mediate BC Society can help mediate disputes between society members for a fee.

Discuss issues or consider resolutions at a meeting:

  • Members can submit a proposal to raise items for discussion or resolution at the annual general meeting
  • Members can request a "special" general meeting to discuss issues or consider special resolutions, including a special resolution to remove existing directors (at least 14 days' notice is required for special resolutions, unless bylaws allow for a shorter period of not less than 7 days’ notice). Directors are required to hold the meeting within 60 days of receiving the request. If the meeting is not called within 21 days of receiving the request, the members can call the meeting
  • Apply to the Supreme Court of British Columbia to call and hold a general meeting according to direction from the court

Apply to the Civil Resolution Tribunal. As an independent, neutral organization, the Civil Resolution Tribunal has authority to make decisions that will resolve internal conflicts or disputes. The tribunal charges fees for dispute resolution. Start an application.


Resolving a dispute about access to records

Section 24 of the Societies Act sets out who may request to inspect or obtain copies of the records a society is required to keep under section 20 from a society including a member and a director. Section 24(4) also allows a member of the public to inspect records that must be kept by a society, if the societies bylaws allow it.

The Act allows any person to request copies of a non-member funded societies financial statements under section 24 or section 28.

If you feel that you should have access to a record that a society is required to keep, complete the Request to Inspect or Obtain Copies of Society Documents form (PDF, 389KB) and submit it to the society's registered office address. Keep proof of mailing.

A person who claims to be entitled under section 24, 25, or 28 to obtain copies or inspect the records of a society who has been denied access may apply in writing to the registrar for an order under section 107 of the Act. A request for a Registrar’s Order must include any correspondence between the applicant and the society to support the claim that access or copies of the requested records have been denied.

In some cases, an order of the Supreme Court of British Columbia may be required to get access to a society record.


Other court remedies

There are a number of court remedies under the Societies Act.  In all cases, application is made to the Supreme Court of B.C.  Legal advice is recommended before seeking any of these remedies.

Complaint by members. Under section 102 of the Societies Act, an application can be made to the court where the member alleges that the society or its directors are acting in a manner oppressive to the member or where a resolution was passed or is proposed that would be unfairly prejudicial to the member.  The court has authority to provide various forms of relief under this section.

Derivative actions. Under section 103, an application can be made to the court by a member, a director or another person the court considers appropriate, to allow them to act on behalf of the society to enforce a right or duty owed to the society or to defend a legal proceeding brought against the society.

Compliance or restraining orders. Under section 104, an application can be made to the court by a member, a director or another person the court considers appropriate, for an order directing a person to comply with the Act, regulations or bylaws of the society, or directing the society to refrain from carrying on activities that are inconsistent with or contrary to its purposes.   

Remedying irregularities. Under section 105 of the Societies Act, the court, on its own motion or on application of any person the court considers appropriate, may make an order remedying an "omission, defect, error or irregularity in the conduct of the activities or internal affairs of a society."

Relief in legal proceedings. Under section 106, a director may apply to the court for relief from being held liable for negligence or other default in duty.  The court may excuse the director if, in light of the circumstances, the director acted honestly and reasonably and ought fairly to be excused.

Correction or reconstruction of records. Under section 108 and 109, an application can be made to the court by the society, a member, a director or another person the court considers appropriate for the correction of records (for example, a register of members) or for the “reconstruction” of records that have been lost or destroyed.


The new Societies Act came into effect November 28, 2016. It governs how societies (not-for-profit corporations) are created and run in B.C. All societies should have transitioned their society to the newer Societies Act. Societies that have not transitioned yet may be dissolved.

Transitioning means that your society is set-up to use Societies Online. There is no charge to transition.

Complete the transition process. Make sure that all annual report filings for the society are up to date. You'll need the following to complete the process:

  • The society's constitution
  • A copy the society's bylaws in one of the following formats: DOC, DOCX, PDF, RTF, TXT or WPS
  • Names and addresses of all directors - either a home address or one where they can receive deliveries during normal business hours
  • Whether the society has authorized becoming a member-funded society
  • 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)

Log in to Societies Online to complete the process. Learn more: How to File a Transition Application in Societies Online (PDF, 1.5MB).

Optional: Order a transition package ($40 fee). This package can be helpful to complete the transition filing. It includes certified copies of the society’s constitution, bylaws and any registered amendments. The documents are not consolidated nor are they in electronic format.

Order a transition package online or complete the Transition Package Order form (PDF, 53.1KB).

Log in to Societies Online to complete most transactions and filings. Any person who is authorized the society's filings will need a Basic BCeID account to log in.

They will also need the society's registry key - a password created by the applicant at the time of incorporation.

  • Registry keys must be at least 8 characters long - a combination of letters, numbers and special characters
  • Do not use your incorporation number, business number or name in your key
  • Only share the key with those who are authorized to complete filings for the society
  • Once a key is setup, it will not expire
  • Change the key by logging in to Societies Online > click on Manage Site Access

If you don't have access to the internet, you can:

  • Use a community access terminal (computer with internet access) at a Service BC location
  • Hire a lawyer or other service provider to complete the filing on your behalf

Government standards for information security are the same level as used for internet banking.

 

Look up information about a society

Records filed by societies can be accessed by the public. Find out how to submit a search request.

Financial statements and meeting minutes are not part of filed records. You can request this information by contacting a society's registered office.

Amalgamate societies

A society may amalgamate with one or more other societies or extraprovincial non-share corporations and continue as one society. There are a few exceptions:

  • A pre-transition society must not amalgamate with another corporation
  • A society must not amalgamate with another corporation to form a corporation in a jurisdiction other than British Columbia or a corporation that is not a society

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 

 

Dissolve or end a society

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

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

2. Prepare an affidavit. The affidavit must be sworn by two directors (or one if the society has one) 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.

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

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

Section 126 of Societies Act: Dissolution by request

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

Request a delay of dissolution. 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.

 

Restore a society

A society can be restored after it has been dissolved. Request one of the following types of restorations:


A full restoration restores the society completely. It's like the society has continued in existence without being dissolved. Unless a court orders otherwise, it will have:

  • The same incorporation number it had prior to being dissolved
  • The name that was requested and reserved for the society restoration
  • The registered office address (mailing and delivery) that was entered in the restoration application

A limited restoration restores the society only for a limited period of time. It is dissolved at the end of the limited time period.


Occupational title protection (OTP) societies are restored without OTP status.

 

Apply for full or limited restoration


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.


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:

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
    • Someone who is the heir or personal or other legal representative of a person who was a member of the society at the time of dissoution
    • Someone 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.


Step 1: 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.


Step 2: Complete the application to extend a limited restoration

Limited Restoration Extension Application form (PDF, 68.5KB)

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
    • Someone who is the heir or personal or other legal representative of a person who was a member of the society at the time of dissoution
    • Someone the court considers to be an appropriate person to make the application (in the case of an application to the court)
  • Expiry date for the limited restoration
  • Court order documents (if the extension is by court order)

 

Types of societies and not-for-profit organizations operating in B.C.

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.


Register to conduct activities in B.C.

Step 1: Submit a name request

Request and reserve a name ($30 fee). Unless the extraprovincial non-share corporation is federally incorporated, its name must be approved and confirmed that it's not being used by another business. This makes sure that the public is not confused or misled by a corporation's name. Find out how to choose the right name.

Enter the name exactly as it's used in the corporation's home jurisdiction. You will also be asked to provide 2 alternate name choices, in the event that the corporation's current name is not approved for use in B.C.

Once the name is approved and reserved, you'll receive a name request reservation number. Use it to complete the rest of the registration application.


Step 2: Apply for registration

Complete the application to register through Societies Online and include the following information:

  • Home jurisdiction information, including: corporation name and identification (e.g. incorporation number or other identifying number), where and when (the date) the non-share corporation was incorporated or formed
  • Head office address (include a delivery address if different than the mailing address)
  • Information about the attorney(s) that represent or receive notices on behalf of the non-share corporation in B.C., including name, mailing and delivery address (if different than the mailing address). An attorney can be a B.C. resident, society or company. Having an attorney is optional if the head office for the extraprovincial non-share corporation is in B.C.
  • An email address

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.

Step 1: Submit a name request

Log in to Societies Online and choose "Continuation into B.C." from the menu. Complete the online name request application ($30 fee). Unless the extraprovincial non-share corporation is federally incorporated, its name must be approved and confirmed that it's not being used by another business. This makes sure that the public is not confused or misled by a corporation's name. Find out how to choose the right name.

Enter the name exactly as it's used in the corporation's home jurisdiction. You will also be asked to provide 2 alternate name choices, in the event that the corporation's current name is not approved for use in B.C.

Once the name is approved and reserved, you'll receive a name request reservation number. Use it to complete the rest of the registration application.


Step 2: Print and complete the application form

You will need to include the following information:

  • Authorization for continuation into B.C. from an official in the non-share corporation's home jurisdiction whose role in is similar to the Registrar in B.C.
  • The name of the non-share corporation and where it was incorporated or formed
  • A copy of the non-share corporation's constitution and bylaws in a format that can be emailed
  • If your non-share corporation chooses to be a member-funded society, the following statement will be included as part of its 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."
  • Names and addresses of all directors - either a home address or one where they can receive deliveries during normal business hours
  • Mailing address for the non-share corporation's registered office in B.C.
  • Delivery address (a location where a record could be dropped off with a representative) for the non-share corporation's registered office in B.C.
  • An email to send notifications (e.g. annual report reminder)

Complete the Continuation Application form (PDF) and follow the instructions on the form to submit it along with the corporation's bylaws and constitution and payment. Cheque or money order should be made payable to the Minister of Finance.

Once the filing is complete:

  • Notification of the continuation will be published as part of the public record
  • The non-share corporation (society) will receive certified copies of documents, including a certificate of incorporation, constitution and bylaws, and a statement of directors and registered office 

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

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.

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.


After full reinstatement, the extraprovincial non-share corporation will have:

  • The same registration number it had prior to its registration being cancelled
  • The name requested and reserved for the extraprovincial non-share corporation (or, if a federal not-for-profit corporation, its own name)
  • The mailing and delivery address for its head office that was given in the reinstatement application

Limited reinstatement is the same as full reinstatement with the exception that the reinstatement is only in effect for a limited period and registration of the extraprovincial non-share corporation is cancelled on the expiration of the limited period.


Step 1: Submit a name request

Request and reserve a name ($30 fee). Unless the extraprovincial non-share corporation is federally incorporated, its name must be approved and confirmed that it's not being used by another business. This makes sure that the public is not confused or misled by a corporation's name. Find out how to choose the right name.

Enter the name exactly as it's used in the corporation's home jurisdiction. You will also be asked to provide 2 alternate name choices, in the event that the corporation's current name is not approved for use in B.C.

Once the name is approved and reserved, you'll receive a name request reservation number. Use it to complete the rest of the registration application.


Step 2: File overdue annual reports

All overdue annual reports must be submitted for filing with the reinstatement application before an extraprovincial non-share corporation's registration can be fully reinstated. Complete the annual report form (PDF, 51.4KB).


Step 3: Apply for reinstatement

You will need the following information for the application:

  • Non-share corporation name and name request number (for non-share corporations that are not federally incorporated)
  • The name of the applicant, which can be the non-share corporation or an individual who (at the time of application) is a member of the board of directors or other governing body of the non-share corporation
  • Head office address (include a delivery address if different than the mailing address)
  • Information about the attorney(s) that represent or receive notices on behalf of the non-share corporation in B.C., including name, mailing and delivery address (if different than the mailing address). An attorney can be a B.C. resident, society or company. Having an attorney is optional if the corporation's head office is in B.C.
  • Expiry date (for limited restorations only)
  • Email address for the non-share corporation

Complete one of the following forms:

Follow instructions on the form to submit it along with any required documents (such as outstanding annual report forms) and payment. Cheque or money order should be made payable to the Minister of Finance.

Once the filing is complete and the registration of the extraprovincial non-share corporation is reinstated, the applicant will receive a copy of the certificate of reinstatement. The extraprovincial non-share corporation will receive certified copies of the reinstatement documents, including the certificate and reinstatement application.


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:

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.


Bylaw changes

An OTS must obtain written consent of the registrar before changing bylaw provisions relating to the following:

  • Qualifications for admission to membership or a class of membership
  • Courses of study and examinations for members or applicants for membership
  • The conduct of members, ethics and standards of practice
  • Suspension, expulsion or other penalties for misconduct, incapacity or incompetence of members

Active occupational title societies in B.C.

Association of the Chemical Profession of British Columbia (PChem, CIT)

British Columbia Alliance of Aromatherapy (RA)

British Columbia Art Therapy Association (BCATR)

British Columbia Association of Professional Archaeologists (RPCA)

British Columbia Society of Respiratory Therapists (RRT)

British Columbia Veterinary Technologists Association (RVT)
(Formerly: Animal Health Technologist Association of British Columbia (AHTA))

Canadian Information Processing Society of British Columbia (ISP, IPA)

Cardiology Technologists Association of British Columbia (RCT)

Home Inspectors Association BC (RHI)
(Formerly Canadian Association of Home Inspectors (British Columbia))

Interior Designers Institute of British Columbia (RID, RID (Fellow), RID (Charter))

Medical Office Assistants Association of B.C. (RMOA)

Professional Association of Managing Agents (CPRPM)

Planning Institute of British Columbia (RPP)

Shiatsu Therapy Association of British Columbia (RST)

Society of Translators & Interpreters of British Columbia (CT, CCI, CTerm, CCRTI, CCOMI, CMI)

Supply Chain Management Association British Columbia (SCMP)
(Formerly British Columbia Institute of the Purchasing Management Association of Canada)

The Association of Professional Electrologists of B.C. (RE)

The Institute of Management Consultants of British Columbia (CMC)

The Real Estate Institute of British Columbia (RI(BC))

Westcoast Association of Visual Language Interpreters (RSLI, RASLEI, RVLI)


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

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

 

Ask for help

Contact the BC Registries helpdesk for help Monday to Friday from 8:30 am to 4:30 pm. The registry does not provide business or legal advice.

Email: BCRegistries@gov.bc.ca
Toll free: 1-877-526-1526
Victoria: 250-387-7848

Support with forms and documents

Contact the team at Dye & Durham, our preferred legal service provider, for support filling out forms or filing business documents.