Form 12 – Conversion Application-Notice of Articles

Jurisdiction: Canada — British Columbia

What is a Form 12 – Conversion Application-Notice of Articles?

Form 12 — Conversion Application-Notice of Articles is the British Columbia corporate registry filing you use to change the legal type of an existing B.C. company and update its Notice of Articles to match the new structure. You complete it when you convert a B.C. company into another company type that the law allows, and when you convert back. The filing records the company’s post-conversion information on the public register and produces a new Notice of Articles.

In plain terms, this is the document that tells the B.C. Registrar of Companies that your company is converting, sets out the company name that complies with the new type, confirms directors and officers, and restates your share structure and restrictions. The conversion takes legal effect when the Registrar accepts the filing.

Who typically uses this form?

You use it if you are:

• A director, officer, or corporate secretary preparing the company’s statutory filings.
• A business owner leading a change in the company’s legal type.
• A paralegal or lawyer filing on behalf of the company.
• An external corporate services provider acting as an authorized agent.

Why would you need this form?

Companies convert for strategic, tax, mission, or investor requirements. Two common conversions in B.C. are:

• Company to Unlimited Liability Company (ULC), or ULC back to a standard B.C. company. U.S.-owned groups often prefer a ULC for cross-border tax planning.
• Company to Community Contribution Company (CCC, often abbreviated C3), or C3 back to a standard B.C. company. A C3 allows a business with a community purpose to lock in certain social enterprise features and distribution limits.

In each case, the conversion changes your company’s legal characteristics, name requirements, and restrictions. The Notice of Articles must reflect those changes. Form 12 achieves that.

Typical usage scenarios

• You plan to issue shares to a U.S. parent that wants ULC status for tax flow-through. You convert your B.C. company to a ULC.
• You run a profitable social venture and want a legally defined community purpose and asset lock. You convert to a C3 and adopt compliant articles.
• Your business outgrew its C3 constraints and needs unrestricted distributions to attract private capital. You convert back to a standard company.
• A ULC no longer fits your ownership or financing structure. You convert it back to a standard company to limit shareholder liability again.

In all situations, Form 12 is the vehicle that updates the register and produces your new Notice of Articles.

When Would You Use a Form 12 – Conversion Application-Notice of Articles?

You use Form 12 once your board and shareholders have approved a conversion and your articles have been prepared to match the target company type. You also use it when you must update the company’s name to include or remove required designations tied to that type.

If you are a business owner working with U.S. investors, you might file this form to convert to a ULC before closing a financing round. If you lead a social enterprise, you may file the form to convert to a C3 and embed a community purpose with statutory distribution limits. If you are an in-house counsel cleaning up group structure after a tax reorganization, you may use the form to convert a ULC back to a standard company. If you are a corporate secretary dealing with an old C3 that no longer aligns with strategy, you will file the form to convert back to a standard company and remove the C3 restrictions.

Typical users include directors who authorize the change, corporate secretaries who manage records, and paralegals who complete the registry filing. Accountants and tax advisors often trigger the ULC decision. Impact investors or boards with mission mandates often trigger the C3 decision. If your company needs to change its legal type to meet a lender’s covenant or investor term sheet, you would prepare and file this form as part of the closing checklist.

You would not use Form 12 to import a foreign corporation into B.C. (that is a continuation). You would not use it to alter the share structure within the same company type (that is an alteration). You use Form 12 specifically to convert between supported company types and to lodge the updated Notice of Articles that results from that conversion.

Legal Characteristics of the Form 12 – Conversion Application-Notice of Articles

This filing is legally binding because the Business Corporations Act in British Columbia sets out the process and gives the Registrar authority to record the conversion and issue a new Notice of Articles. Once the Registrar accepts your Form 12, the conversion takes effect, and your company continues as the new type without interruption. The company remains the same legal person. Its contracts, assets, liabilities, and legal proceedings carry on, subject to any changes in shareholder liability or distribution rules that come with the new type.

Enforceability flows from three elements:

• Proper internal approvals. The board authorizes the conversion, and the shareholders pass the required special resolutions. If any share class is affected in a way that requires separate class approval, those approvals must pass as well. Without the correct resolutions, the filing risks a challenge.
• Compliance with name and content rules. A ULC must include “Unlimited Liability Company” or “ULC” in its name. A C3 must include “Community Contribution Company” or “CCC” in its name. The Notice of Articles must set out the share classes and any special rights and restrictions that match the new type. A C3 also requires articles that include a community purpose and distribution limitations.
• Registrar acceptance. The conversion only takes effect when the Registrar records it. If your company is not in good standing or the data conflicts with the Act, the filing may be rejected until fixed.

General legal considerations include:

• Continuity. Conversion does not dissolve or re-incorporate the company. It continues to exist seamlessly, but with new statutory features.
• Shareholder liability. A ULC imposes unlimited liability on its shareholders for the company’s liabilities, subject to applicable law. Understand the risk and any indemnities that may be needed. Converting back to a standard company restores limited liability on a go-forward basis.
• Distribution limits. A C3 operates with a community purpose and statutory caps or rules on dividends and asset distributions. Converting to a C3 binds the company and its future boards to those limits. Converting back removes those restrictions going forward.
• Dissent and appraisal rights. A conversion or any related alteration that affects share rights may trigger dissent rights for shareholders. Factor time and cash flow into your plan if dissent is possible.
• Contract and regulatory impacts. Some agreements reference company type or shareholder liability. Lenders may require consent. Licences, permits, or registrations may need updates. Cross-border tax treatment may change when converting to or from a ULC.

Treat Form 12 as the final step in a legal project that includes resolutions, amended articles, and name compliance. The filing makes that project effective under B.C. law.

How to Fill Out a Form 12 – Conversion Application-Notice of Articles

Approach the form in two phases: prepare your internal documents, then complete and file the form with accurate data. Below are practical steps that align with the registry’s requirements and common transaction workflow.

Step 1: Confirm eligibility and purpose

• Identify the current company type and the desired company type. Typical paths are company to ULC, ULC to company, company to C3, or C3 to company.
• Verify the business reasons and any tax, lending, or investor requirements tied to the change.
• Check that the company is in good standing. If annual reports or other filings are overdue, bring them up to date before you file.

Step 2: Secure name compliance

• Decide your post-conversion name. A ULC must contain “Unlimited Liability Company” or “ULC.” A C3 must contain “Community Contribution Company” or “CCC.”
• If you will change the name to add or remove these designations, reserve the new name before filing. Ensure the name is acceptable and not confusingly similar to another.

Step 3: Draft and approve resolutions

• Prepare board resolutions to recommend the conversion and call the shareholders’ meeting or obtain a written special resolution.
• Prepare the shareholder special resolution(s) approving the conversion and authorizing the necessary alterations to the Notice of Articles and articles. Include any class resolutions if required.
• Set the effective approach. Most companies choose effectiveness upon Registrar acceptance.

Step 4: Prepare compliant articles

• For a conversion to a C3, draft articles that include a clear community purpose, restrictions on distributions, and asset lock provisions. Ensure they align with the Act’s C3 requirements.
• For a conversion to a ULC, review and adjust indemnities, share rights, and director protections in the articles to reflect the new liability environment.
• For conversions back to a standard company, remove any C3-specific provisions or update ULC-specific clauses as needed.
• Produce a clean, consolidated set of post-conversion articles for filing and for your records book.

Step 5: Gather core company information

• Confirm the incorporation number, current legal name, and the reserved post-conversion name (if applicable).
• Confirm the registered office and records office street addresses in British Columbia. Post office boxes are not acceptable for street address fields.
• Confirm the directors’ full legal names and delivery addresses. Align exactly with your registers.
• Confirm your authorized share structure post-conversion. List each share class and the attached rights and restrictions. Ensure that the Notice of Articles reflects any special rights correctly.

Step 6: Complete the Conversion Application — Notice of Articles

• Identify the current type and select the target type. The form will guide you based on the path you select.
• Enter the incorporation number and current name. If you are changing the name for designation compliance, enter the new name as well.
• Enter the registered office and records office addresses. If these will change on conversion, enter the new addresses.
• Enter the director’s information. Include each director’s full name and delivery address. Confirm that all directors meet residency and age requirements.
• Set out the authorized share structure. For each class, specify the name (e.g., Class A Common), whether shares are with or without par value, and list special rights and restrictions. Ensure that any restrictions required by your new company type are included or reflected in the articles.
• Provide any required statements. For a C3, you will confirm the company’s status as a community contribution company. For a ULC, you will confirm the company’s status as an unlimited liability company. These confirmations are part of the standardized content of the Notice of Articles and articles.
• Attach articles where required. Upload the full text of the post-conversion articles. Ensure the file matches exactly what your shareholders approved.
• Confirm resolutions. Provide the date of the special resolution(s) approving the conversion. If class resolutions were required, confirm their approval dates as well.
• Choose the effective timing. If the system allows a future effective date and you need one for transaction sequencing, set it as permitted. Otherwise, the conversion will take effect on acceptance by the Registrar.

Step 7: Review for internal consistency

• Verify that the name on the form matches the reserved name and includes the required designation (ULC or CCC) if applicable.
• Cross-check director names and addresses against your registers to avoid mismatches.
• Ensure the share rights in the Notice of Articles align with the articles’ language. Inconsistencies cause delays and rejection.
• Confirm that any distribution restrictions for a C3 appear where required and do not conflict with share rights.

Step 8: Sign and certify

• The form must be certified by an authorized person. This is usually a director, officer, or an authorized filing agent. The certifier confirms the accuracy of the information and that internal approvals have been obtained.
• Provide the signer’s full name and position. Ensure the person actually has authority.

Step 9: File and pay

• Submit the filing through the corporate registry’s system and pay the prescribed fee. Keep proof of submission and the payment confirmation.

Step 10: Obtain and circulate the new Notice of Articles

• After acceptance, download the certified post-conversion Notice of Articles. Save it to your minute book and corporate records.
• Circulate the new Notice of Articles and the filed articles to directors, key advisors, and any stakeholders who require them for closing or compliance.

Step 11: Update your records and third parties

• Update your central securities register and any share certificates to reflect the new share classes or restrictions.
• Record the resolutions, filed articles, and new Notice of Articles in the minute book.
• Notify your bank, lenders, insurers, and major contract counterparties as needed. Provide copies of the new Notice of Articles if requested.
• Update licences and permits that list your company type or name. Amend tax and payroll accounts if the designation change affects identifiers.
• Update your website footer, invoices, and letterhead to reflect the new legal name and designation.

Step 12: Address post-conversion obligations

• For a C3, calendar and prepare the required ongoing community contribution reporting and ensure board processes align with the community purpose and distribution constraints.
• For a ULC, assess whether shareholder indemnity agreements, insurance coverage, and upstream guarantees need updates given the unlimited liability environment.
• If dissent rights were exercised, follow the statutory process to resolve fair value payments.

Practical tips and common pitfalls

• Do not omit the required designation in the legal name. A missing “ULC” or “CCC” is a common reason for rejection.
• Align every change. If your articles introduce a new share class, ensure the Notice of Articles lists it and its rights in the correct place.
• Check good standing early. An overdue annual report can stall your filing when timing is critical.
• Use plain, specific rights for share classes. Vague or conflicting rights trigger questions and delays.
• Keep the effective time in mind for closings. If you are coordinating with financing or tax steps, file early enough to receive acceptance when needed.
• Keep stakeholders informed. Lenders and landlords may need a copy of the new Notice of Articles before releasing funds or consent.

Who are the “parties,” what are the “clauses,” and what are the “schedules” in this context?

• Parties: The company is the filer and subject of the conversion. The Registrar is the public authority that accepts the filing. Internally, directors and shareholders authorize the change.
• Clauses: The body of the Notice of Articles includes clauses that set your company name, registered and records offices, directors, and share classes with rights and restrictions. Your articles contain the operative governance clauses, including any C3 purpose and distribution limits or ULC-specific provisions.
• Signatures: An authorized signatory certifies the filing. Keep signed board and shareholder resolutions in your minute book. If you used written resolutions, store the signed originals.
• Schedules: Attach the full text of the post-conversion articles. If you maintain separate schedules for detailed share rights, ensure they are incorporated into the articles and summarized properly in the Notice of Articles.

Real-world example: Converting to a ULC for a cross-border deal

You have a B.C. tech company raising capital from a U.S. parent. The tax plan requires a ULC below the U.S. entity. You secure a name that ends with “ULC,” draft resolutions and updated articles, and verify lender consents. You complete Form 12 with the new name, directors, and share rights, and upload the ULC-compliant articles. You file, receive the new Notice of Articles, and close funding once the registry confirms acceptance.

Real-world example: Converting to a C3 to formalize the mission

You run a social enterprise with profits but a clear community mandate. An impact investor asks for a statutory commitment to mission and distribution caps. You convert to a C3. You draft articles that state the community purpose and set distribution limits. You amend your name to add “Community Contribution Company,” pass special resolutions, complete Form 12, and file. After acceptance, you update your brand materials and start preparing the annual community contribution reporting.

By following the steps above, you reduce filing risk and ensure the conversion is effective when you need it.

Legal Terms You Might Encounter

• Conversion is the legal change you are making to your existing company. It does not create a new entity. It changes your company’s status or type as allowed by law. Your company keeps its incorporation number and history. The Conversion Application records this change with the registry. You include an updated Notice of Articles to reflect the new status.
• Notice of Articles is the official snapshot of your company on the public record. It lists key facts such as your name, company number, office addresses, directors, and share structure. The Conversion Application includes a new Notice of Articles. It replaces the prior version as soon as the filing takes effect. You should use the updated Notice of Articles to update banks, licenses, and partners.
• Articles are your internal rules. They set shareholder rights, director powers, meetings, and approvals. A conversion often requires changes to your articles. For example, you might need new share rights or a new liability clause. The registry does not police your drafting. It records your Notice of Articles. Make sure your articles align with the new company type before you file. Adopt revised articles by resolution and keep them in your records book.
• Special resolution is the shareholder approval level you usually need for a conversion. Your articles set the exact threshold. It is often two-thirds of the votes cast. Some companies still require a higher threshold. Check your articles before you vote. Keep signed resolutions in your minute book. You do not normally attach the resolution to the form. You certify that approvals are in place when you file.
• Name requirements are rules about what your company name must include. A conversion may require a specific name ending. For example, certain company types must include special words in the name. If your new status requires a different ending, you must update the name as part of the filing. If a name change is needed, make sure the new name meets all format rules. If your name changes, update your stationery, website, and contracts after filing.
• Effective date and time is when the conversion becomes legally active. You can make it effective on filing, or at a future time allowed by the registry system. Pick a future time only if you need to close transactions or finish approvals. Until the effective time, your current status stays in place. After the effective time, use the updated Notice of Articles for all purposes.
• Registered office and records office are the official addresses on your Notice of Articles. The registered office is where legal documents can be delivered by hand. It must be a physical address. The records office holds your corporate records for inspection. You can use the same address for both, or different addresses. A conversion will restate these addresses, so ensure they are correct and usable during business hours.
• Directors and consents refers to the individuals who govern the company and their agreement to serve. Your Notice of Articles lists each director’s full name and address. Keep each director’s written consent on file. A conversion often does not change who the directors are. Still, review director details for accuracy. If you change directors as part of the process, update that information in the same filing if allowed, or file a separate change.
• Share structure and share classes describe the types of shares your company can issue. The Notice of Articles shows your authorized share classes. Special rights for each class live in your articles. A conversion may require new classes or changed rights. For example, you may need a new class for investor protections or restrictions on transfers. Rewrite your articles first. Then ensure your Notice of Articles lists the correct classes to match your articles.
• Dissent rights are protections that may apply to shareholders who vote against certain fundamental changes. A conversion can trigger these rights. If they apply, a dissenting shareholder may demand fair value for their shares. Your articles and the legislation set the process and timelines. Check those rules before you call the meeting. Keep careful records of notices, votes, and any dissent submissions.

FAQs

Do you need shareholder approval for a conversion?

Yes. You usually need a special resolution under your articles. This is a high-majority vote. Obtain written resolutions or hold a valid meeting. Keep signed documents in your minute book. You certify these approvals when you file the Conversion Application.

Do you need to change your company name to complete a conversion?

Sometimes. Certain company types must use a specific name ending. If your new status requires it, include the new name in the filing. Ensure the name format meets the rules. If you keep the same name, make sure it still fits your new status. After filing, update your bank, licenses, and branded materials if the name changed.

Does the conversion create a new legal entity?

No. The company continues as the same legal entity. It keeps the same incorporation number and contracts. Your liabilities, assets, and obligations stay with the company. Some contracts may restrict changes to company type. Review key agreements for any approvals or notices you must give before filing.

Can you schedule a future effective date and time?

Yes, within limits set by the registry system. A future effective time helps you finish closing steps or coordinate with lenders. Until that time, the existing status remains in place. Put the effective time in your resolutions so everyone knows when the change will occur.

What documents do you need to keep after filing?

Keep the updated Notice of Articles, filed receipt, and certified copy if available. Keep shareholder and director approvals, revised articles, and any name consents. Update your central securities register, share certificates, and directors’ consents to act. Store these in your records office.

Do you need to notify creditors or customers?

You should tell stakeholders who rely on your corporate status, name, or liability structure. That includes lenders, insurers, key suppliers, and major customers. Review contracts for notice clauses. Update licenses, permits, and any registrations that rely on your company name or type.

How long does conversion processing take, and how do you get confirmation?

Processing is typically fast once you submit and pay. You receive confirmation and the updated Notice of Articles when the filing completes. If you choose a future effective time, the confirmation will reflect that. Save the documents immediately for your records and to send to stakeholders.

Can you undo a conversion or fix errors after filing?

You cannot “undo” a valid filing, but you can convert again if the law allows and approvals are obtained. To fix minor errors, file a correction or an alteration, depending on the issue. If you discover a serious mistake, act quickly. Keep a clear paper trail of how you corrected it, including new approvals if needed.

Checklist: Before, During, and After the Form 12 – Conversion Application-Notice of Articles

Before signing

• Identify the exact conversion you intend to complete.
• Review your articles to confirm the approval threshold.
• Prepare a special resolution with clear, plain language.
• Draft revised articles that match the new company status.
• Confirm whether a specific name ending is required.
• Decide if the company name will change.
• If changing the name, confirm availability and proper formatting.
• Gather your current Notice of Articles for reference.
• Confirm registered office and records office delivery addresses.
• Verify each director’s full legal name and address.
• Confirm each director’s consent to act is on file.
• Map your authorized share classes and special rights.
• Align the share structure in the Notice of Articles with your articles.
• Check contracts, loans, and permits for notice or consent requirements.
• Pick an effective date and time, immediate or future.
• Choose the authorized signatory who will certify the filing.
• Prepare payment details for filing fees.
• Plan communications to banks, insurers, and key partners.

During signing

• Double-check the company number and exact legal name.
• Confirm the conversion type you selected matches your approval.
• Ensure the name meets any required endings for the new status.
• Review registered and records office addresses for accuracy.
• Verify directors’ names, addresses, and positions.
• Confirm the authorized share classes listed in the Notice of Articles.
• Match the Notice of Articles to the rights set out in your articles.
• Ensure any transfer restrictions are stated where required.
• Select the correct effective date and time.
• Certify that approvals and consents are in place.
• Review the summary screen before submission.
• Save an image or printout of the completed form for your records.

After signing

• Save the filing receipt and the updated Notice of Articles.
• If a future effective time was set, calendar it and monitor status.
• Insert the new Notice of Articles into your records book.
• Replace old articles with the revised version, signed and dated.
• Update the central securities register and share certificates.
• Record minutes of the shareholder and director approvals.
• Notify lenders, insurers, landlords, and key suppliers.
• Update licenses, permits, and tax accounts as required.
• Tell your bank and update the signing authority if needed.
• Update your website, email signatures, and stationary if the name changed.
• Notify any other jurisdictions where you are registered.
• Train your team on the changes that affect customers or vendors.

Common Mistakes to Avoid Form 12 – Conversion Application-Notice of Articles

• Don’t forget the name ending if your new status requires it. If the name does not include the correct ending, the registry may reject your filing. Even if accepted, you will need to fix it. That creates delays and duplicate costs.
• Don’t mismatch the Notice of Articles and your articles. Your share classes in the Notice of Articles must align with the rights in your articles. If they conflict, you risk disputes, rejected share issuances, or regulatory questions later.
• Don’t use a P.O. Box as the registered office delivery address. The registered office must be a physical location. If service fails because of a bad address, you can miss legal notices, which can have serious consequences.
• Don’t file without a proper special resolution. Missing or flawed approvals can make the conversion vulnerable to challenge. Obtain the right majority under your articles. Keep signed copies and meeting records in your minute book.
• Don’t overlook contract notices and lender consents. Some agreements restrict changes to the company type or name. If you skip required notices, you could breach covenants or trigger a default. Review and send notices before you file.

What to Do After Filling Out the Form 12 – Conversion Application-Notice of Articles

1. Confirm acceptance. Once the filing is accepted, download and save the updated Notice of Articles and filing receipt. If you set a future effective time, confirm the change occurred at that time, and then save the final documents.
2. Bring your internal records up to date. Insert the updated Notice of Articles and revised articles into your records book. File minutes, resolutions, and any director consents. Update the central securities register. Reissue share certificates if you changed classes or rights. Note the conversion on the share ledger with the effective date.
3. Handle outward notices. Send the updated Notice of Articles to your bank, insurer, landlord, and key suppliers. Provide it to major customers who require vendor verification. Update any licenses and permits that display your corporate name or type. If you operate in other jurisdictions, file the change there as required.
4. Review tax and accounting impacts. Note the effective date for financial reporting. Update invoice templates if the name has changed. Confirm whether the change affects your tax elections or filings. Align with your fiscal year-end planning.
5. Check your contracts and standing orders. Update your legal name in supply agreements, service contracts, and standing orders. Issue a formal notice of name or status change where contracts require it. Keep proof of delivery.
6. Refresh governance and compliance calendars. If the conversion imposes new reporting or restrictions, add them to your compliance checklist. Train your team on any new signing rules, disclosure statements, or approval steps built into your revised articles.
7. Plan future amendments if needed. If, after conversion, you spot gaps in your share structure or restrictions, prepare an alteration filing. Get new approvals, amend your articles, and file the change. Keep a clean chain of documents that shows what changed, when, and why.
8. Distribute internally. Give directors and senior managers a copy of the updated Notice of Articles and the revised articles. Confirm they use the correct legal name in contracts and correspondence. Archive older versions with clear “superseded” labels.
9. Test your external footprint. Check your website footer, invoices, purchase orders, and email signatures for the correct legal name and any required designation. Update government accounts and portals that store your legal name.
10. Maintain evidence. Keep the receipt, updated Notice of Articles, and internal approvals in both paper and digital form. Back them up. Quick access to these documents speeds banking and contract updates and avoids delays.