Form 32 COM – Post-restoration Transition Application

Jurisdiction: Country: Canada | Province or State: British Columbia

What is a Form 32 COM – Post-restoration Transition Application?

Form 32 COM – Post-restoration Transition Application is a statutory filing you submit to the British Columbia corporate registry after a dissolved pre‑existing company has been restored to the register. Its job is simple but important: it completes the company’s “transition” into the current Business Corporations Act framework and updates the public record with your modern constitutional documents and core company data.

In plain terms, you use this filing to move a restored, older BC company from the former Company Act model (memorandum, authorized capital, and outdated defaults) to the current model (Notice of Articles and Articles under the Business Corporations Act). Once accepted, the Registry issues a Notice of Articles that reflects your company’s present legal name, office addresses, and directors, and it records your Articles and share structure in the modern format.

Who typically uses this form?

• Company owners and directors of entities incorporated in BC before the Business Corporations Act came into force.
• Corporate secretaries and in‑house administrators maintaining the minute book.
• Law firms and corporate services providers acting for clients who have just restored a dissolved pre‑existing company.

Why would you need this form?

• Your company was dissolved and recently restored by court order or administrative restoration, and it never transitioned under the Business Corporations Act.
• You need to bring the company into good standing so you can bank, sell assets, register property dealings, or complete a financing.
• You need a current Notice of Articles and Articles to support transactions, update stakeholders, and file ongoing changes.

Typical usage scenarios

• You restored a family‑owned company dissolved for missed annual reports. You want to sell a property still registered in the company’s name. The buyer’s lawyer asks for current constitutional documents. You file the post‑restoration transition so you can complete the sale.
• You restored an older numbered company to close a share sale. The lender requires a certificate of status and up‑to‑date records. You file the transition, then your annual reports, to bring the company current.
• A small business incorporated under the old regime is revived to continue operations. Your bank and landlord request the company’s Notice of Articles. You complete the post‑restoration transition to generate those documents.

The filing is not optional when it applies. If your company never transitioned before it was dissolved, restoration does not automatically update it. The post‑restoration transition application is the step that makes your restored company functional under today’s rules.

When Would You Use a Form 32 COM – Post-restoration Transition Application?

You use this form after the Registry has restored a pre‑existing BC company that was created under the old Company Act and never transitioned. “Pre‑existing” means incorporated before the Business Corporations Act came into force. If your company had already transitioned years ago, you do not need this filing after restoration.

You will encounter the need for this form when a court restoration order is granted, or the Registrar administratively restores the company, and your internal records show the old memorandum/authorized capital structure. Practical triggers include a pending property sale, a refinance, a share transaction, reopening a bank account, renewing a lease, or updating government program registrations. Counterparties often ask for the Notice of Articles and Articles. Without the transition filing, you cannot produce current documents that align with the Business Corporations Act.

Typical users

• Owners and directors of legacy private companies
• Corporate secretaries
• Paralegals and lawyers managing the restoration-to-compliance process

Accountants coordinating a client’s tax matters may also drive the timing when a current corporate profile is needed to deal with tax accounts.

You should complete the post‑restoration transition promptly after the restoration is effective. Delays can create downstream friction. For example, the Land Title Office, banks, counterparties, and due diligence providers all rely on the Registry’s records. If the company is not transitioned, you may face refusals or extra conditions. In some cases, the Registry may also require transition before it will accept other filings for your company.

Name matters can also force the issue. If your former name conflicts with an existing company on the register as a result of your period of dissolution, you may need to resolve the name before or during transition. Be ready to adopt a new name or proceed as a numbered company if a conflict exists.

Legal Characteristics of the Form 32 COM – Post-restoration Transition Application

This filing is a statutory corporate filing, not a private contract. It is legally effective because the Business Corporations Act empowers the Registrar of Companies to receive prescribed filings, update the public register, and issue official corporate records, including the Notice of Articles. Once accepted, the content you submit—company name, office addresses, directors, and your Articles and share structure—defines the company’s current legal profile.

What ensures enforceability?

Enforceability flows from compliance with the statute and regulations. The Registry ensures the filing meets the form’s content requirements, includes the necessary approvals, and is certified by an authorized signatory. The filing takes effect when the Registrar files it. Timing, fee payment, and technical compliance matter. If your Articles or share rights are inconsistent with the Act, or if you attempt to do more than a compliant transition without shareholder approval, the Registry may reject or require amendments.

General legal considerations

• Accuracy and authority. You certify the information as true. False or misleading statements can attract penalties and expose you to civil consequences.
• Share structure continuity. Transition moves you from the old “authorized capital” model to the modern “authorized share classes and special rights” model. You can carry forward your existing rights and restrictions in the Articles. If you want broader changes—new classes, different rights, or removing limits—you generally need a shareholders’ special resolution.
• Preservation of restrictions and liabilities. Any restrictions on share transfers or business activities from your memorandum carry over into your Articles unless you change them with proper approvals.
• Director disclosures and qualifications. You must list current directors and provide delivery addresses. Director changes should be made accurately; you can update the slate as part of your transition, as allowed.
• Conditions in the restoration. If a court order or Registrar’s restoration letter sets conditions, comply with them. For example, filing outstanding annual reports or addressing name conflicts.
• Effect of filing. Upon acceptance, the Registry issues your Notice of Articles reflecting your transitioned status and filed particulars. Counterparties and courts rely on those records.

Finally, remember that public filing does not replace your internal record‑keeping duties. You must update the minute book, registers of shareholders and directors, and your transparency register kept at the records office. The post‑restoration transition is the public law step; your corporate housekeeping follows.

How to Fill Out a Form 32 COM – Post-restoration Transition Application

Follow these steps to complete the filing accurately and avoid delays.

1) Confirm you need this filing

• Make sure your company is a pre‑existing BC company that never transitioned under the Business Corporations Act.
• Verify that a restoration is already effective. You will typically have a court order or Registrar confirmation.
• If the company previously transitioned, you do not need a post‑restoration transition application.

2) Gather your source documents

• Restoration order or Registrar’s restoration confirmation.
• Old memorandum and articles, plus any special resolutions that created or changed share rights.
• Share register and share certificates to confirm classes, rights, and issued shares.
• Director and officer lists, with full legal names and delivery addresses.
• Registered office and records office addresses in BC.
• Draft Articles you plan to adopt on transition (standard form or custom).
• Any required shareholder resolutions, if you plan to alter rights beyond a straight transition.

3) Identify the company (Parties)

• Company name. Use the exact legal name restored. If there is a name conflict, plan to resolve it. If needed, proceed as a numbered company pending a name change.
• Incorporation (or registration) number. This is the key identifier for BC companies.
• Restoration date. Include the effective date in the form if requested. It confirms your eligibility for post‑restoration transition.

4) Set the registered office and records office

• Provide the street address for the registered office in British Columbia. A PO box is not acceptable as the delivery address.
• Provide the records office address in British Columbia. It can be the same as the registered office or a different location, such as your law firm or corporate service provider.
• Include a mailing address if it differs from the delivery address.

5) List the current directors

• Enter the full legal names of all directors. Do not use initials only.
• Provide a delivery address for each director (no PO boxes for delivery addresses).
• If the restoration order names initial directors, list them. If directors have changed since restoration, ensure appointments and resignations are properly documented in your minute book and reflected here.

6) Choose the Articles you will file (Clauses)

• Decide whether to adopt standard form Articles or custom Articles tailored to your company.
• Your Articles must reflect your share structure, restrictions on share transfer, borrowing powers, and any pre‑existing business restrictions.
• If you are carrying forward special rights and restrictions from your memorandum, set them out clearly in the Articles. Use a schedule for readability.

7) Translate your share structure to the Business Corporations Act format

• Identify each share class that existed before dissolution (e.g., Class A common, Class B preferred).
• For each class, set out special rights and restrictions in clear, modern terms. Include voting rights, dividend rights, redemption or retraction rights, and liquidation entitlements.
• Under the modern regime, you generally state the classes authorized to be issued rather than a fixed authorized capital. If your old documents limited the number of shares, decide whether to keep limits or move to an unlimited number for each class. If you remove limits or change rights beyond a straight carry‑forward, obtain a special resolution approving the alteration.
• If your old regime referred to par value shares, confirm how those are addressed in your Articles. State par value if you intend to retain it or modernize the class if changing it, with proper approvals.

8) Carry forward any restrictions or conditions

• If your memorandum restricted the business your company may carry on or restricted share transfers, include those restrictions in the Articles unless you are altering them with proper shareholder approval.
• Make sure any unanimous shareholder agreements or legacy arrangements are considered. Those are not filed but may drive how you draft Articles.

9) Prepare shareholder approvals if needed

• A transition that simply maps your old rights to modern Articles typically does not require a new shareholder vote. However, if you change class rights, add or remove restrictions, or materially alter share terms, prepare and pass a special resolution of shareholders.
• Keep resolutions in your minute book. If the form requires you to confirm approvals, check the box or include the confirmation statement.

10) Confirm name status

• If your restored name conflicts with an existing name on the register, resolve the conflict. Options include adopting a new name or using a numbered name on transition and filing a name change later.
• If your desired name includes a distinctive element or requires consents (e.g., regulated words), ensure you have approvals before you submit.

11) Complete the certification and contact details

• Identify the authorized signatory. This is usually a director, officer, or a lawyer/authorized filing agent acting on behalf of the company.
• Include daytime contact information. The Registry may reach out if it needs clarifications.

12) Attach required schedules (Schedules)

• Schedule of Articles. Attach the full text of your Articles. If you use custom Articles, label sections and classes clearly.
• Schedule of special rights and restrictions for share classes. This can be integrated within the Articles or attached as a separate schedule referenced by the Articles.
• If requested, attach any additional statements needed to explain transitional mapping, especially where legacy language is being modernized.

13) Review for internal consistency

• Cross‑check that director names match your board resolutions and restoration order.
• Ensure registered and records office addresses are complete and consistent.
• Match share classes and rights in the Articles to your registers and certificates.
• Confirm that any shareholder approvals referenced in the form have been validly passed and recorded.

14) Pay the filing fee

• Have your payment method ready. Fees are payable at submission. If a name change or other concurrent filings are involved, budget for those as well.

15) Submit the application

• File electronically via the corporate filing system or submit the paper form if that is what you are using. Electronic filing expedites processing.
• Keep a copy of everything you submit, including the final version of your Articles and any resolutions.

16) Receive and save the Registry outputs

• After acceptance, obtain the Notice of Articles issued on filing. This is the authoritative snapshot of your company’s name, number, offices, and directors.
• Save the filed Articles and any Registrar-stamped documents. Place them in your minute book.

17) Complete your post‑filing housekeeping

• Update the minute book: directors’ and shareholders’ registers, central securities register, and minute tabs.
• Update the transparency register at the records office to reflect current interest holders, if applicable.
• Notify your bank, accountant, landlord, and key counterparties that the company is transitioned and provide the updated documents as needed.
• File any outstanding annual reports to keep the company in good standing. Restoration does not erase prior compliance obligations.

18) Common pitfalls to avoid

• Submitting Articles that don’t reflect your actual share rights. Always check existing share terms before you draft.
• Omitting a director or using an outdated address. Use full legal names and current delivery addresses.
• Ignoring name conflicts. Resolve name issues before or alongside the transition to avoid rejection.
• Mixing substantive alterations into a transition without approvals. If you need to modernize terms beyond a straight carry‑forward, obtain a special resolution.

Parties, clauses, signatures, and schedules in context

• Parties: Your company is the filer. An authorized individual signs on its behalf.
• Clauses: The Articles and share rights you file become your binding corporate “constitution” under the Business Corporations Act.
• Signatures: A director, officer, or authorized agent certifies the filing’s accuracy and authority.
• Schedules: Attach your Articles and any share rights schedules. They are integral to the filing and must be clear and complete.

If you prepare thoughtfully—mapping old terms to modern language, confirming approvals where needed, and checking for name or address issues—you can complete the post‑restoration transition smoothly. Once filed, you will have current, compliant corporate records ready for lenders, buyers, and regulators.

Legal Terms You Might Encounter

• Restoration means bringing your dissolved company back into active status on the corporate register. You complete restoration first. This form is the step that follows. It moves your restored company onto current rules and records at the registry.
• Post-restoration transition is the process of updating your company’s core filings after restoration. You confirm your articles, share structure, offices, and directors. This form records those essentials so the public register reflects your company as it now operates.
• Notice of Articles is the public-facing record of your company’s key details. It includes your company name and number, share structure, directors, and offices. With this form, you create or update the Notice of Articles for your restored company.
• Articles are the internal rules of your company. They set director powers, meetings, share provisions, and procedures. You attach your articles or reference them in this form. The registry does not interpret your articles. It only files them.
• Share structure is the description of the classes of shares your company may issue. It lists each class and the number of shares, if limited. It also indicates rights such as voting, dividends, and liquidation. On this form, you state the share classes and any limits. If you omit special rights, a class may default to ordinary rights you did not intend.
• Special rights and restrictions are the detailed rights attached to share classes. They can set multiple vote rights, dividend priority, redemption, or conversion. If you have special rights, you include the exact text in the form or in your articles. The registry needs precise wording to publish in your Notice of Articles.
• Registered office is the official address for legal documents. Records office is where you keep corporate records. Some companies use one address for both. This form asks for current addresses. If you list the wrong address, you risk missing legal notices.
• Director is an individual who manages the company’s affairs. This form requires each director’s full name and delivery address. You certify that each director has consented to act. If a director has resigned, remove them here or file a related update.
• Restoration order or authorization is the approval that brought your company back. It may be a court order or a registrar’s decision. Your restoration paperwork can set conditions. For example, it may require you to file this transition form promptly. Keep the restoration documents with your records book.
• Company number is the unique identifier assigned to your company. You enter it on this form so the registry can match the filing to the correct record. If you are unsure of your number after restoration, confirm it before you submit.
• Effective date is when the filing takes effect on the register. Most filings take effect when the registry processes them. If you request a future date, make sure the date follows your internal resolutions and restoration terms. Not all filings allow a delayed effective date.

FAQs

Do you need to file this form right after restoration?

Yes. File it as soon as your company is restored. Your restoration paperwork may set a timeline. Delays can leave your public record incomplete. That can cause confusion for counterparties, insurers, or lenders. It can also trigger follow-up from the registry.

Do shareholders need to approve the share structure in this form?

Usually, yes. Changing or confirming share classes and rights typically requires shareholder approval. Use a directors’ resolution and, if needed, a shareholders’ special resolution. Keep signed resolutions with your records book. The registry does not collect them with the form unless requested, but you must keep them.

Do you attach your articles, or is the Notice of Articles enough?

You should have both. The Notice of Articles is public and summarizes your structure. The articles are your full internal rules. If your articles include special share rights, attach or include the text as required. Make sure the Notice of Articles and articles match.

Can you change the company name during this filing?

You can confirm the restored name in this form. If you plan a new name, complete the proper name approval and change process first or alongside. If your restored name conflicts with another, you may need to adopt a different name. Do not delay the transition while waiting; confirm the current name unless your restoration terms require a change.

What if some company records were lost before restoration?

Reconstruct your records as best you can. Prepare new articles if you cannot locate the old ones. Confirm current directors and offices. Use reliable internal knowledge, past filings, or professional assistance. File the form with complete, current information, then keep your records book updated.

Can you correct the share structure later if you make a mistake?

Yes. You can file an alteration or another corrective filing after you discover an error. You may also file a correction request if you find a typographical error soon after submission. For substantive changes, pass the required resolutions before you alter the register.

Who can sign this form?

A current director or an authorized person can sign. If an agent signs for you, keep your internal authorization on file. The signer certifies the accuracy of the information. Do not sign if you are unsure about the share rights or director details.

Can you combine director or address updates with this filing?

You can confirm directors and offices in this form. If any related updates are not captured here, file them immediately after. Keep your records consistent and current. The Notice of Articles must match reality.

How long does processing take?

Processing times vary. Build in buffer time if you have deals, banking, or filings depending on completion. Wait for confirmation before you act on the updated record.

Checklist: Before, During, and After the Form 32 COM – Post-restoration Transition Application

Before signing

• Company number and exact restored name.
• Restoration documents and any conditions.
• Current registered office and records office addresses.
• Full legal names and delivery addresses of all current directors.
• Up-to-date articles in final, signed form.
• Share structure details: classes, limits, and special rights and restrictions.
• Internal approvals: directors’ resolutions and, if needed, shareholders’ resolutions.
• Name decision: confirm restored name or plan any name change.
• Effective date plan: immediate or a permissible future date.
• Authorization for the signer (if not signed by a director).

During signing

• Verify the company number and name for accuracy.
• Confirm registered and records office addresses are current and deliverable.
• Check each director’s name is spelled correctly and matches government ID.
• Ensure no resigned directors remain on the list.
• Review share classes: confirm each class name, limits, and existence.
• Insert exact wording of special rights and restrictions, if any.
• Align the Notice of Articles content with your articles.
• Confirm the signer’s capacity and authority.
• Review any requested effective date for consistency with approvals.
• Re-read the certification and declarations before signing.

After signing

• File the form through the registry’s accepted channel.
• Pay the filing fee and keep proof of payment.
• Wait for confirmation that the filing is processed.
• Download and save the updated Notice of Articles.
• Place the filed articles and Notice of Articles in the records book.
• Circulate copies to directors and authorized signers.
• Update internal share registers to match the filed share structure.
• File any related updates not included in this form (directors, addresses, or name).
• Notify key stakeholders of the restoration and transition.
• Calendar the next annual filings to avoid future dissolution.

Common Mistakes to Avoid in Form 32 COM – Post-restoration Transition Application

• Don’t forget to align the Notice of Articles with the articles. If they conflict, the registry record will not reflect your actual rules. That can cause disputes about voting, dividends, or director powers.
• Don’t skip special rights and restrictions for share classes. If you leave them out, your preferred or non-voting class may appear as ordinary shares. That can mislead investors and counterparties and may require a costly alteration later.
• Don’t list an outdated registered or records office. If you use the wrong address, you can miss legal notices. Missed notices can lead to default judgments or other enforcement risks.
• Don’t include former directors who resigned before restoration. If you list the wrong board, you may face authority challenges. You may need to amend the filing and re-execute agreements.
• Don’t ignore restoration conditions. If your restoration paperwork requires specific updates by a date, act promptly. Missing a condition can trigger compliance action or require court relief.

What to Do After Filling Out Form 32 COM – Post-restoration Transition Application

1. Submit the filing and pay the fee. Keep the receipt and any transaction ID. Monitor for confirmation that the registry has processed the filing. Do not assume approval until you receive confirmation.
2. Once filed, obtain the updated Notice of Articles. Place it, and your articles, into the company records book. File them in both digital and paper formats if you keep both. Keep resolutions and authorizations with the same record set.
3. Check the public record after processing. Confirm the company name, number, share structure, office addresses, and directors are correct. If anything is wrong, file a correction or an alteration right away.
4. If you plan changes not covered in this filing, complete them next. That might include a name change, director updates, or an address change. Follow your internal approval process before you file.
5. Update internal registers. Ensure your central securities register, register of directors, and register of offices match the filed record. If your share rights changed, update share certificates and legends as needed.
6. Inform stakeholders that the company is restored and transitioned. Give them the updated company details they need to do business with you. Provide the new Notice of Articles on request.
7. Track your compliance calendar. Add reminders for your next annual filings, record-keeping tasks, and any planned corporate changes. Staying current helps you avoid future dissolution.
8. If a later transaction requires a different share structure, plan an alteration. Obtain the necessary resolutions and amend the register before closing the transaction. Keep all approvals and filings in your records book.
9. If you discover missing or incorrect historical records, remedy them. Reconstruct minute book entries where possible. Document the basis for any reconstructed information. This helps preserve confidence in your corporate history.
10. If you hit a name conflict or a stakeholder rejects outdated details, resolve it quickly. File the appropriate change and distribute updated documents. Do not allow counterparties to rely on inaccurate records.