Form 42 – Notice of Ceasing to Carry on Business

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

What is a Form 42 – Notice of Ceasing to Carry on Business?

Form 42 is the statutory filing you submit to the British Columbia Corporate Registry when an extraprovincial company stops carrying on business in British Columbia. It tells the Registry that your company, incorporated in another jurisdiction, no longer conducts business activities in BC and wants its BC registration cancelled.

If your entity is incorporated under BC law, this is not your form. A BC-incorporated company does not file Form 42 to shut down. It must use the dissolution or restoration processes that apply to domestic companies. Form 42 is for companies formed outside BC, including Canadian or foreign corporations that registered to carry on business in BC.

You use Form 42 to end your obligations to maintain a BC registered office, file BC annual reports, and pay ongoing BC corporate registry fees. Filing it cancels your authorization to carry on business in BC. It does not dissolve the company in its home jurisdiction. Your corporation remains alive where it was formed, unless you wind it up there.

Who typically uses this form?

Directors, corporate secretaries, in-house counsel, law firms, and corporate service providers use it on behalf of the company. Small business owners who registered their out-of-province corporation in BC also use it when they wind down BC operations. Accountants often coordinate the filing alongside tax account closures.

Why would you need this form?

You file Form 42 when your extraprovincial company has no ongoing business presence in BC and no near-term plans to return. You may have closed a BC office, ended BC employment, vacated a lease, completed a project, or sold BC assets. You may have reorganized your group and moved BC activities into a BC-incorporated affiliate. Filing the form stops BC annual reporting duties and prevents non-compliance notices.

Typical usage scenarios

• A Delaware corporation runs a pilot program in Vancouver and later pulls out of the BC market.
• An Alberta corporation sells its BC division and will no longer employ anyone or hold assets in the province.
• An Ontario company operated a short-term project in BC, now complete, and wants to close its BC registration.
• A foreign parent restructured so a BC subsidiary now carries all local operations.

In each case, Form 42 cancels the BC authorization for the extraprovincial company.

Keep the scope in mind. Ceasing to carry on business affects only your BC registration. It does not cancel a trade name in another province, a Canadian trademark, or a federal corporation’s existence. It also does not settle your liabilities. You remain responsible for debts and taxes that arose while you carried on business in BC. The filing ensures the Corporate Registry records match your current footprint.

When Would You Use a Form 42 – Notice of Ceasing to Carry on Business?

Use Form 42 after your extraprovincial company has stopped carrying on business in British Columbia. That means you no longer have a business presence, operations, or other indicators of active business in the province. In practical terms, you have closed your BC office, ended local contracts that require a physical presence, and terminated BC employees. You also have no leased premises, warehouses, or inventory located in BC. You do not need to receive legal service at a BC registered office because you no longer do business here.

Consider a technology startup incorporated in Delaware. It hires a BC sales team, signs a downtown office lease, and registers as an extraprovincial company. A year later, it exits the BC market, closes the office, and ends local employment. It still sells to BC customers through a website, with no BC office or staff. It files Form 42 to cancel its BC registration. The company can continue selling online, but it is no longer “carrying on business” in the sense that required registration.

Consider an Alberta construction company that completes a multi-year BC project. It imported equipment, held a site yard in BC, and employed local crews. After final completion and demobilization, it removes all assets from BC. It does not bid new projects here. Filing Form 42 ensures it will not receive BC annual report notices for years to come.

Consider a corporate reorganization. A parent company from Ontario previously registered in BC and employed staff. It incorporates a BC subsidiary and transfers all BC contracts and employees to that subsidiary. The parent no longer has a BC role. The parent files Form 42 and keeps the BC subsidiary active.

This form is not a tool for a temporary pause. If you plan to restart BC operations in a few months, you can keep the registration active and file your annual report when due. Form 42 suits a clean exit where you do not expect near-term BC activity. If you exit and later return, you can re-register at that time.

Typical users are business owners, directors, corporate secretaries, and counsel. Landlords and tenants do not file this form, but landlords often ask tenants to provide proof of ceasing BC registration as part of lease termination. Accountants and tax advisors will raise Form 42 as part of a wider checklist to close provincial accounts, such as payroll, sales tax, workers’ compensation, and utilities.

You may also use Form 42 after a merger or amalgamation in your home jurisdiction. If the survivor will not carry on business in BC, you file Form 42 for the registered entity in BC. If the survivor will continue BC business, you update your registration instead. For asset sales, the seller files Form 42 if it exits the province, while the buyer registers if it will carry on business.

Timing matters. File Form 42 after you complete BC wind-down steps. End the lease, remove signage, collect final receivables, and reconcile local accounts. Keep a date of cessation that matches your actual exit. If you lost your BC registration for non-compliance, the Registry may have already cancelled it. In that case, you cannot file Form 42 and should address the cancellation status instead.

Legal Characteristics of the Form 42 – Notice of Ceasing to Carry on Business

Form 42 is a statutory notice under the provincial corporate regime. It is legally binding because the governing legislation authorizes an extraprovincial company to cancel its registration when it stops carrying on business. Submitting a complete and accurate Form 42 gives the registrar a legal basis to record the cessation and cancel your company’s BC authorization.

Enforceability rests on compliance with statutory requirements. The person who signs must have authority to bind the company. The information you provide must be true, complete, and not misleading. The form must identify the company correctly by legal name and its BC extraprovincial registration number. The date of cessation should be accurate. Filing fees must be paid. The Corporate Registry must accept the filing. Once accepted, the cancellation takes effect on the Registry’s records.

This filing ends your ongoing corporate compliance duties in BC. You no longer file BC annual reports for that extraprovincial registration. You no longer maintain a BC registered office or records office. You no longer receive corporate fee invoices from the BC Registry. However, the filing does not erase liabilities that arose while you carried on business here. Creditors can still pursue claims through BC courts, subject to normal rules. You must keep business records for statutory retention periods, even if you no longer operate in BC.

The filing does not grant immunity from taxes or penalties already due. You should close your provincial tax and payroll accounts as part of the wind-down. If you owe amounts for wage claims, tax, or regulatory fines, those remain due. If you were a licensee for a regulated activity, surrender those approvals through the regulator’s process. Form 42 does not substitute for regulatory closures.

A false or misleading filing can attract consequences. Directors and officers who authorize an untrue statement may face statutory offences and personal exposure. If you state you have ceased business but continue operating in BC, you risk enforcement for unregistered carrying on business. You may also face service issues if you lack a BC address while still doing business here.

After cancellation, the company loses the right to hold itself out as registered in BC. If you later re-enter the province, you must register again before or when you begin carrying on business. You can usually re-register under the same name if available. If a different entity has taken a confusingly similar name in BC, you may need to use an assumed name or obtain consent.

Procedurally, your Form 42 becomes part of the public corporate record. Anyone searching the Registry can see that the company ceased carrying on business in BC. That public notice supports reliance by landlords, suppliers, and regulators. It also helps you close contractual relationships, because counterparties can verify the status.

How to Fill Out a Form 42 – Notice of Ceasing to Carry on Business

Follow these steps to complete and file Form 42 accurately. Gather your information first. Confirm the company’s exact legal name, its BC extraprovincial registration number, and the date you ceased business activities in BC.

1) Confirm eligibility and scope.

• Make sure your company is extraprovincial in BC. If you are a BC-incorporated company, do not use Form 42.
• Ensure you have truly stopped carrying on business in BC. Close offices, end local employment, and complete BC contracts.
• Decide the cessation date that matches your actual exit.

2) Identify the company.

• Enter the full legal name of your corporation as registered in BC. Include punctuation and corporate designation.
• Provide the BC extraprovincial registration number. This is the unique ID assigned by the BC Corporate Registry.
• Include the home jurisdiction of incorporation. State the province, state, or country where you are incorporated.

3) Provide prior BC registered office information.

• List the last registered office address in BC on file. Use the civic address, not a PO Box.
• If your records office address was different, list that address as well.

4) State the date you ceased carrying on business in BC.

• Enter the date you stopped business activities in the province. Use a clear calendar date.
• Align this date with your internal records, such as lease termination, payroll closure, or last invoice issued.

5) Confirm there are no ongoing activities in BC.

• Affirm that you no longer maintain a place of business in BC.
• Confirm you have no BC employees, contractors requiring local supervision, or inventory held in BC.
• Note any residual wind-up tasks do not amount to ongoing business operations.

6) Provide contact information for follow-up.

• Enter the name, title, phone number, and email of your authorized contact.
• Use an email that will remain active after the BC exit.

7) Address appointing or ending local agents, if applicable.

• If you used a corporate service provider as registered office, confirm their appointment will end upon cancellation.
• Ensure they release your records and forward any remaining mail.

8) Attach required authorizations.

• If an agent or law firm signs, attach a signed authorization from a director or officer.
• If the company’s legal name changed in the home jurisdiction, add evidence so the Registry can match records.

9) Review accuracy and consistency.

• Cross-check the legal name, BC registration number, and addresses against your last filed BC annual report.
• Confirm the cessation date is after your last period of active BC business.
• Ensure the signer’s name and title match internal authorizations and public records where possible.

10) Execute the certification.

• A director or authorized officer should sign. Print the name and title below the signature.
• Confirm the certification language, which states the information is true and complete.
• If electronic filing is allowed, follow the digital signature steps in the filing system.

11) Pay the filing fee and submit.

• Prepare payment using an accepted method. Fees are required for processing.
• File through the Corporate Registry’s filing system or by the accepted submission channel.
• Keep the submission confirmation and any transaction reference number.

12) Save the acknowledgment and update your records.

• Obtain the filed copy or confirmation that the Registry accepted the notice.
• Circulate the confirmation to internal stakeholders and advisors.
• Update your corporate minute book and corporate data systems.

Common issues and how to avoid them:

• Mismatched names. Use the exact legal name on the Registry, not a trade name. Verify the punctuation and corporate ending.
• Wrong registration number. Confirm the number shown on your BC filing history or profile.
• Premature filing. Do not file while you still have a staffed office, an active BC site, or inventory stored in BC.
• Missing authority. Ensure the signer is a current director or officer with authority to bind the company.
• Inconsistent cessation date. Align the date with lease exit, final payroll run, or last day of onsite work.

After filing, manage these follow-on tasks:

• Registered office. Notify your registered office provider that your registration is cancelled and confirm records transfer.
• Contracts. Inform counterparties who relied on your BC registration. Provide the filed notice if requested.
• Tax and payroll. Close BC tax and payroll accounts and file any final returns as required. Align dates with your cessation date.
• Licences and permits. Surrender or let lapse any BC licences tied to your former operations. Keep proof of closure.
• Insurance. Adjust or cancel BC-specific policies once operations end and tail coverage is in place.
• Records retention. Keep your corporate and tax records for statutory periods. Store them securely outside BC if needed.

If you later decide to re-enter BC, plan to re-register before carrying on business again. You will obtain a new registration, appoint a BC registered office, and resume annual reports. If your old name conflicts with a newer BC entity, be ready to register under an assumed name for BC.

If the Registry rejects your filing, fix the listed defects. Common grounds include missing signatures, incorrect company identification, or mismatched dates. Resubmit after correction. If you cannot file because the company is already cancelled in BC for non-compliance, address that status with the Registry, which may involve restoration before cancellation or confirmation of the existing cancellation.

If your company dissolved in its home jurisdiction before you filed Form 42, seek advice on the best path. You may need to provide evidence of dissolution or follow the Registry’s process for recognizing the end of capacity to carry on business in BC. Avoid leaving the record in limbo, which can prompt compliance notices and confusion for stakeholders.

Treat this filing as the final corporate step in your BC wind-down. Done right, it closes the loop with the BC Corporate Registry, reduces administrative burden, and aligns public records with your actual footprint. Your creditors’ rights and statutory obligations that predate the filing continue. Keep your records organized so you can respond to any later inquiries about your former BC operations.

Legal Terms You Might Encounter

• Ceasing to carry on business: This means your organization has stopped operating in the province. With Form 42, you notify the provincial corporate registry that you no longer conduct business here. It ends your active registration in the province, but it doesn’t dissolve your entity elsewhere.
• Extraprovincial company: This is a company formed outside the province that registered to operate here. If you are such a company, Form 42 is the document you use to withdraw your provincial registration once you stop operating.
• Registered office: This is the official address for receiving legal documents. When you file Form 42, you signal that the registered office in the province will no longer serve for your company because you have ceased operating here.
• Records office: This is the address where corporate records are kept in the province. After filing Form 42, you will no longer maintain a provincial records office for this registration. Keep your corporate records accessible in your home jurisdiction.
• Agent for service: This person or firm accepts legal documents on your behalf in the province. Once you file Form 42, the agent’s role for the provincial registration ends. Make sure you settle any obligations or cancellations with the agent.
• Corporate registry: This is the provincial office that maintains business registration records. You file Form 42 with the registry. The registry updates its database to show your status as ceased in the province.
• Effective date: This is the date you actually stopped conducting business activities in the province. You list this date in Form 42. Choose it carefully. It should match your operational reality and internal records.
• Authorized signatory: This is a person who has authority to sign filings for your organization. On Form 42, the signatory confirms the information is correct and that the business has ceased in the province. Confirm the signer’s authority before submission.
• Confirmation of filing: After the registry accepts Form 42, you receive confirmation (often a receipt or notice). Keep this with your corporate records. It proves your provincial registration is no longer active.
• Outstanding filings and fees: These are annual reports and fees you owe up to the cessation date. The registry may not process your filing if you have unpaid obligations. Clear them before you submit Form 42 to avoid delays.

FAQs

Do you need to file Form 42 if you paused business but might resume later?

Yes, if you plan to resume, you should keep your provincial registration active. If you file Form 42 now, you end that registration. To return later, you would re-register and pay fees again. If the pause is temporary, consider maintaining your registration until you decide.

Do you need to be current on annual reports and fees before filing?

Yes. The registry usually will not accept your cessation if you have outstanding annual reports or unpaid fees. Bring your account to good standing first. This avoids rejections and extra administrative time.

Do you enter the actual stop date or the filing date on the form?

Enter the actual date you stopped carrying on business in the province. That date should match your internal records. The registry records the filing date separately. If the two dates differ, document the reason in your internal file.

Who can sign Form 42?

An authorized signing officer of the company. That can be a director, officer, or authorized agent with written authority. If someone signs without authority, the registry can reject the filing. Internally, confirm the signer’s role and keep proof of authorization.

How long does processing take?

Timing varies. Electronic filings can be processed quickly. Manual or mail-in submissions take longer. Allow several business days at minimum. If you have deadlines, file early and monitor the status.

Do you still need to file annual reports after the registry accepts Form 42?

No, not for the ceased provincial registration. You must, however, complete any reports and fees that came due before cessation. You also must meet any ongoing reporting requirements in your home jurisdiction.

Do you need to notify employees, landlords, banks, or tax authorities?

Yes. Form 42 only updates your status at the provincial corporate registry. You must handle your own notifications and account closures. Tell stakeholders, cancel licenses and permits, and address final payroll and tax obligations.

Can you reverse a filed Form 42?

Not directly. Once accepted, your provincial registration is closed. If you need to operate in the province again, you re-register. If you made an error in your filing, request a correction promptly or file a new, accurate submission, as applicable.

Checklist: Before, During, and After the Form 42 – Notice of Ceasing to Carry on Business

Before signing

• Confirm your legal name and current provincial registration number.
• Identify the exact effective date you ceased operations in the province.
• Clear all outstanding annual reports and provincial fees.
• Verify your registered office, records office, and agent for service details for cross-checking.
• Decide who will sign as the authorized signatory and collect proof of authority.
• Gather supporting internal documents: board resolutions or officer certifications, if you use them.
• Review internal reasons for cessation (closure, restructuring, merger) to align dates and messaging.
• Prepare contact details for the person who can answer registry questions.
• Review any contracts that require notice of provincial withdrawal.
• Plan your stakeholder communications (employees, landlords, customers, vendors, lenders).
• Prepare a list of licenses, permits, and accounts to cancel after filing.
• Back up key records: financials, payroll, contracts, tax filings, and insurance policies.

During signing

• Verify the entity’s exact legal name as shown on the registry.
• Confirm the provincial registration/incorporation number.
• Enter the effective date of ceasing business accurately.
• Check that the jurisdiction of formation and home office details (if requested) are correct.
• Confirm the registered office and records office details are correct as of the cessation date.
• Ensure the declarant’s title and signing capacity are accurate.
• Review any required statements or confirmations on the form.
• Check any checkboxes for reason for cessation, if included, match your situation.
• Proofread all entries for typos, wrong numbers, and date errors.
• Sign and date in the correct place. If filing electronically, follow the e-signature instructions.
• Keep a scanned copy of the signed form for your records before submitting.

After signing

• File the form with the provincial corporate registry using the accepted method.
• Pay the filing fee, if applicable. Get a receipt.
• Track submission status. Note any registry transaction or reference number.
• If the registry rejects the filing, correct the issue and resubmit promptly.
• Once accepted, save the confirmation with the filing copy in your corporate records.
• Stop using the provincial business name or registration details in marketing or contracts.
• Cancel provincial licenses, permits, and registrations tied to this operation.
• Update stakeholders: employees, landlords, banks, payment processors, insurers, vendors, and major customers.
• Close or update tax, payroll, and workers’ compensation accounts as required.
• Update website, stationery, and invoicing details to remove provincial references.
• Ensure mail forwarding from the provincial registered/records office, if needed.
• Document your record retention plan and assign ownership for ongoing requests.

Practical tip: Create a single “closure pack” that includes your filed form, registry confirmation, board authorization (if any), proof of notices sent, and a list of canceled accounts. It saves time during audits, financing, or future due diligence.

Common Mistakes to Avoid

Picking the wrong effective date.

• Consequence: Misaligned dates create inconsistency with contracts, payroll, and tax filings. Don’t guess. Confirm the last day of operations and align internal records.

Filing while not in good standing.

• Consequence: The registry can reject your form if you owe annual reports or fees. Clear all outstanding obligations first to avoid delays.

Using an unauthorized signer.

• Consequence: The registry may refuse the filing. Internally, it can invalidate approvals. Don’t forget to verify the signer’s title and keep written authorization.

Leaving active provincial licenses and accounts open.

• Consequence: You may incur ongoing fees, assessments, or compliance requests. Don’t forget to cancel permits, payroll accounts, and other registrations promptly.

Failing to keep proof of filing and acceptance.

• Consequence: Without records, you may have trouble proving you ceased operations. Don’t forget to store the filed form, confirmation, and receipt in your corporate records.

Not notifying key stakeholders.

• Consequence: Missed notices can trigger defaults, penalties, or disputes. Don’t forget to inform landlords, lenders, insurers, and major vendors before or immediately after filing.

What to Do After Filling Out the Form

File the form and pay any fee.

• Submit Form 42 through the accepted channel.
• Pay the filing fee, if required.
• Save the submission confirmation or transaction number.

Monitor processing and handle rejections.

• Check the status within a few business days.
• If you receive a rejection, fix the error and resubmit quickly.
• Keep a log of dates, names, and reference numbers for your internal file.

Obtain and store proof of cessation.

• Save the registry’s acceptance notice or confirmation.
• File it with your board resolution or officer certificate, if you used one.
• Update your minute book and corporate records index.

Stop using the provincial registration.

• Remove the provincial registration number and name from invoices, website, and contracts.
• Update signatures, disclaimers, and templates to reflect your operating jurisdictions.

Close related accounts and obligations.

• Cancel provincial licenses, permits, and professional registrations linked to this operation.
• Address final payroll, vendor settlements, and deposits.
• Reconcile and close local bank accounts if they exist for this operation.

Notify stakeholders.

• Provide written notice to landlords, lenders, insurers, and critical vendors.
• Tell customers affected by the change and provide alternate contact details.
• Confirm any contract-required notices and termination clauses.

Address tax and compliance wrap-up.

• File any final returns required for the period up to your cessation date.
• Settle outstanding assessments or credits.
• Keep records that support the final filings.

Update internal systems and policies.

• Remove provincial addresses from templates and software.
• Update your compliance calendar to remove provincial deadlines.
• Document lessons learned for future entries and exits.

Plan for future operations.

• If you may return to the province, note the steps and timing to re-register.
• Keep your name availability strategy in mind if the name is valuable to your brand.

Correcting errors after filing.

• If you discover an error, act quickly.
• Request a correction or submit a new filing as directed by the registry process.
• Save all correspondence with the registry in your records.

Distribute copies to those who need them.

• Provide the filed form and acceptance to finance, legal, compliance, and operations.
• Share with auditors, lenders, or insurers upon request.
• Keep a digital copy in your central document repository with access controls.