Form 16 – Continuation Application

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

What is a Form 16 – Continuation Application?

Form 16 is the official application you use to “continue” an existing organization into British Columbia. Continuation lets your organization move its jurisdiction of incorporation to B.C. without dissolving and starting over. Your entity remains the same legal person. Its contracts, assets, and liabilities stay intact. Only the governing law changes to the relevant B.C. statute.

You use this form when you want your existing entity to become a B.C. company, society, or cooperative association. It is a statutory filing with the corporate registrar. Once accepted, the registrar issues proof that your entity now exists under B.C. law. The entity carries on with uninterrupted legal existence, but B.C. rules now apply.

Who typically uses this form?

Directors, corporate secretaries, and authorized officers usually drive the filing. In many cases, a lawyer or paralegal prepares the package, but an internal team member can complete it with care. Founders and executive directors often lead the approval process. Lenders, investors, or regulators sometimes require the change as a closing condition or compliance step.

You may need this form if you want to centralize operations in B.C., align with B.C. governance rules, or meet investor expectations. It is also common in reorganizations, mergers, and roll-ups. Some groups continue to B.C. for practical reasons, such as proximity to leadership, industry cluster advantages, or simpler ongoing filings.

Typical usage scenarios

• A private company incorporated elsewhere wants to move its “home” to B.C. without resetting its contracts, banking, or tax accounts.
• A not-for-profit formed under another jurisdiction’s law wants to become a B.C. society, with a B.C. constitution and bylaws.
• A cooperative incorporated in another province wants to govern itself under B.C.’s cooperative rules and operate primarily in B.C.
• A group preparing for financing or acquisition needs to continue into B.C. to satisfy a term sheet, loan covenant, or regulatory review.
• An entity rationalizes its corporate structure after a merger and chooses B.C. as the lead jurisdiction.

Continuation is different from extraprovincial registration. Extraprovincial registration lets a non‑B.C. entity carry on business in B.C. while staying governed by its original jurisdiction. Continuation changes the governing statute. After continuation, your entity becomes a B.C. organization for all corporate law purposes.

When Would You Use a Form 16 – Continuation Application?

Use this form when you plan to replace your current governing law with B.C. law while preserving legal continuity. The key trigger is that your current home statute allows you to “export” or continue out. Most Canadian jurisdictions permit this, and some foreign ones do. You must confirm that your current statute and organizational documents allow continuance. If they require member or shareholder approval, you must obtain it before you file.

A business owner might use this form when relocating headquarters to B.C., consolidating subsidiaries into one jurisdiction, or preparing for a B.C.-based financing. Continuing to B.C. can simplify your governance if your directors and records are already in B.C. A founder may use it to streamline legal advice and filings under one familiar statute.

A society’s board may use this form when most members, programs, and funding are B.C.-based. Becoming a B.C. society can make it easier to manage bylaws, hold meetings, and comply with local grant requirements. It can also help align your constitution with B.C. norms for charitable and non‑profit governance.

A cooperative might use this form if its member base and assets have shifted to B.C. It may also be part of a regional consolidation where the main operations and management sit in B.C. Becoming a B.C. cooperative can help standardize member rules and director duties under B.C. law.

You would not use this form to get permission to operate in B.C. while keeping your original home jurisdiction. For that, you would register extraprovincially. You also would not use this form to wind up or amalgamate; those are separate processes. If you plan to continue out of B.C., you need a different filing tailored to export continuance.

In practice, you use this form when three conditions align. First, you want B.C. as the governing law. Second, your current jurisdiction permits continuance away. Third, your stakeholders approve the change. When these line up, Form 16 is the tool that completes the move.

Legal Characteristics of the Form 16 – Continuation Application

This filing is legally binding because the relevant B.C. statute authorizes continuation and sets out its effect. When the registrar accepts your application, the law treats your entity as if it had been formed under B.C. law from that point forward. Your entity does not lose its identity. It keeps its property, rights, and obligations. Ongoing contracts remain valid. Lawsuits do not need to restart. You continue under a new statute without a break.

Enforceability rests on statutory authority and registrar approval. The registrar examines your application, attachments, and eligibility. If the name is acceptable and the documents meet the statute’s requirements, the registrar issues confirmation of continuation. That confirmation is conclusive proof that your entity now exists under B.C. law. Third parties can rely on it. Courts recognize it.

Several conditions support enforceability:

• Your original statute must allow continuance out. If it does not, the registrar will not accept your filing.
• You must provide evidence that your entity approved the continuance in the proper way. This often means a shareholder or member’s special resolution. Directors will also pass resolutions to set the mechanics.
• You must supply certified or notarized documents where required. The registrar needs reliable proof of authority and good standing.
• Your proposed B.C. name must be available and compliant. If there is a conflict, you must adjust the name or provide consent from the conflicting party.

General legal considerations include the rights of creditors and holders of security. Continuation does not release debts or change priorities. You must review covenants in loan agreements and bond indentures. Many require lender consent before changing governing law. Licences and permits may need to be updated after continuation. Some regulators require notice when your corporate home changes.

Tax considerations also matter. Continuation does not, by itself, create or erase tax liabilities. However, it may affect provincial filings and registrations. You may need to update tax accounts, payroll registrations, and PST/GST profiles. If you operate across Canada, review permanent establishment rules and interprovincial tax implications.

You must also consider governance transitions. For companies, your B.C. notice of articles and articles take effect upon continuation. For societies, your constitution and bylaws under B.C. rules become binding. For cooperatives, your memorandum and rules govern member rights and director duties. Confirm that your new documents reflect your current structure, voting rights, and restrictions. If you need changes, build them into your continuation package.

False or misleading statements in the application can trigger penalties. Officers who sign the form must certify accuracy. If you include translations, you must provide a translator’s certification. Keep clear records of approvals, notices, and consents that led to the filing.

How to Fill Out a Form 16 – Continuation Application

Follow these steps. Adapt them to your entity type (company, society, or cooperative). The registrar’s form layout may vary by statute, but the core content is similar.

1) Confirm eligibility and internal approvals

• Review your current governing statute. Confirm that it allows continuance out to B.C.
• Check your constituting documents for any restrictions. Some require specific notice periods or voting thresholds.
• Obtain the required approvals. This usually includes:
• A director’s resolution recommending continuation and approving the B.C. documents.
• A shareholder or member special resolution authorizing continuance.
• If you have debt or regulatory obligations, obtain consents. Lenders, bondholders, or regulators may need to approve the change.

2) Reserve or confirm your B.C. name

• Decide if you will use your current name in B.C. You may need to reserve it or adjust it if it conflicts with an existing B.C. name.
• If your name contains a restricted term, ensure you meet the conditions for its use.

3) Prepare your B.C. governing documents

• For a company: Draft the notice of articles content and articles. Define name, share structure, special rights, restrictions, and number of directors. Set the registered and records office addresses.
• For a society: Prepare a B.C. constitution stating your purposes. Draft bylaws that meet B.C. requirements. Identify directors and the registered office.
• For a cooperative: Prepare the memorandum and rules. Set member share requirements, patronage, and governance structure. Identify directors and the registered office.
• Align these documents with your existing rights. If you plan to adjust classes or restrictions, ensure your approvals cover these changes.

4) Gather evidence from your current jurisdiction

• Obtain proof that your entity is in good standing. A certificate of status or equivalent is typical.
• Obtain evidence that your current jurisdiction permits continuance out. This can be a statutory citation or a registrar letter.
• Obtain proof of internal approval. Attach certified copies of resolutions.
• If the original documents are not in English, attach certified translations.

5) Complete the form content

The form will ask for specific information. Enter it exactly and consistently across all documents.

Entity identifiers:

• Current legal name, jurisdiction, and incorporation/registration number.
• Proposed B.C. name and any assumed name if used.

Continuation specifics:

• Statement that the entity is authorized to continue into B.C.
• Date and type of member/shareholder approval.
• Confirmation of compliance with the current law’s requirements.

B.C. addresses:

• Registered office delivery address in B.C. (a physical address where legal documents can be served).
• Registered office mailing address (if different).
• Records office address (if separate from the registered office).

Directors and officers:

• Full legal names of directors, and delivery addresses in B.C. or elsewhere as allowed.
• For societies and cooperatives, include any additional officer details if the form requests them.

Share or membership structure:

• For companies: classes of shares, rights and restrictions, and any share transfer restrictions.
• For societies: whether you have member classes and any voting restrictions, if requested.
• For cooperatives: membership terms, member share requirements, and restrictions on business, if applicable.

Restrictions and provisions:

• Any limitations on the business that the entity may carry on.
• Any transfer restrictions that must be disclosed.
• Any special provisions mandated by the statute or your governance choice.

6) Attach required schedules

Attach your B.C. constating documents:

• Companies: articles and notice of articles content (often included within the form or as schedules).
• Societies: constitution and bylaws.
• Cooperatives: memorandum and rules.

Attach certified copies of:

• The authorizing resolutions (member/shareholder and board).
• Proof of good standing or status from the current jurisdiction.
• Any regulator consents required under your current statute.
• Attach name approval details, if the form requires it.
• Attach translations and translator certificates where applicable.

7) Signatures and certifications

• Have an authorized signing officer or director sign the application. The form will set out who may sign.
• The signatory certifies that the information is true and complete. They also certify that the entity has met all conditions to continue.
• If the form requires witness or notary details, complete them exactly as instructed.
• Ensure the name and capacity of the signatory match your resolutions.

8) Pay the filing fee and submit

• Prepare payment using the accepted methods.
• Submit the form and all schedules together. Incomplete packages lead to delays or rejection.
• Keep a copy of everything you submit, including payment confirmation.

9) Respond to registrar queries

• The registrar may request clarifications or corrections.
• Respond quickly and supply any missing documents or revised pages.
• If your name conflicts, resolve it by consent or an alternate name.

10) Receive and verify the continuation confirmation

• Once approved, you will receive a confirmation of continuation.
• Verify that the name, dates, and directors are correct.
• Record the effective date. Your entity is a B.C. entity from that date forward.

11) Complete post‑continuation updates

• Update bank mandates, insurance, and major contracts. Provide a copy of your continuation confirmation if asked.
• Update licences and permits to reflect the B.C. home jurisdiction.
• Notify tax authorities and update provincial accounts.
• If you were registered extraprovincially in B.C. before continuation, close or update that registration.
• Notify stakeholders, including members or shareholders, lenders, and key counterparties.

Practical tips while completing the form:

• Consistency matters. Your entity name, dates, and resolutions must align across all documents.
• Use full legal names and precise addresses. Do not use P.O. boxes for delivery addresses where a physical address is required.
• If you change your share structure at continuation, make sure your resolutions approve the new terms and that disclosure is clear in the form.
• For societies, ensure your constitution states your purposes clearly and your bylaws meet B.C. requirements. If you are a charity, confirm any needed clauses.
• For cooperatives, confirm that your rules handle member admission, withdrawals, patronage allocations, and director qualifications under B.C. law.

Common errors to avoid:

• Filing without proof that the current jurisdiction permits continuance out.
• Missing special resolution approval where required.
• Misstating the registered or records office addresses.
• Using a non‑compliant or conflicting name without consent.
• Omitting certified translations for non‑English documents.

Understanding parties, clauses, signatures, and schedules:

Parties:

• The applicant is your existing entity. The signatory signs on behalf of the entity.
• The registrar is the receiving authority. You do not list counterparties.

Clauses:

• The “clauses” appear as statutory statements in the form and in your attached governance documents. They confirm authority to continue, approval dates, and any restrictions.
• Your governance document clauses (articles, bylaws, rules) define rights and duties that take effect upon continuation.

Signatures:

• One or more authorized signatories sign the application. Their authority should appear in your board resolution.
• If the form calls for a declaration, the signatory certifies under penalty of law.

Schedules:

• Schedules hold detailed content that does not fit in the main form. This includes share structures, rights and restrictions, member class terms, and the full text of governance documents.
• Ensure schedules are labeled, complete, and cross‑referenced in the main form.

By following these steps and checks, you can complete Form 16 with confidence. You keep legal continuity, move under B.C. law, and maintain your obligations and relationships without interruption.

Legal Terms You Might Encounter

• Continuation means moving your existing company into British Columbia without starting a new company. With this form, you ask the registrar to accept your company as if it were created here, keeping its history and contracts.
• Home jurisdiction means where your company is currently incorporated. On this form, you confirm that your home jurisdiction allows you to continue out and that you have any required approvals to do so.
• Recognized jurisdiction means a place that the registrar accepts for a continuation into British Columbia. You must state the name of that jurisdiction on the form. If it is not recognized, the registrar will not process your application.
• Certificate of continuation is the document that the registrar issues if your application is approved. It confirms your company now exists under British Columbia law. Keep it with your minute book and share records.
• Articles are the internal rules for your company. You attach the articles that will govern your company after continuation. You can adopt standard articles or file custom articles that match your share structure and governance needs.
• Share structure means the classes of shares your company can issue and the rights attached to each class. On this form, you set out your authorized share structure and any special rights or restrictions. Make sure it matches your attached articles.
• Registered office and records office are your official addresses in British Columbia. The registered office receives legal documents. The records office keeps corporate records available for inspection. You must provide physical addresses in British Columbia on the form.
• Directors are the individuals who manage the company. You must list the full names and delivery addresses of all directors. Confirm each director’s eligibility and that they consent to act before you file.
• Effective date and time is when the continuation takes effect. You can request it to be on the date of filing or a future date. If you pick a future date, align it with your home jurisdiction’s exit filings and contractual obligations.
• Certified copies are documents stamped or sealed by an authorized official to confirm authenticity. You may need to attach certified copies of your home jurisdiction filings that approve continuation out, or proof that the company is in good standing.

FAQs

Do you need approval from shareholders before you file?

Yes, in most cases. Continuation usually requires a special resolution of shareholders in your home jurisdiction. The registry can ask for a certified copy of that approval. Get the approval before you sign the form to avoid delays.

Do you keep the same company name after continuation?

Often, yes. If your name conflicts with one already on the register, you must choose a new name. You can request a name review before filing. If your preferred name is not available, use a numbered name and change it later.

Do you need a registered office in British Columbia?

Yes. You must list a registered office and records office with physical addresses in British Columbia. Post office boxes are not accepted for these fields. Set up the office addresses before you submit the form.

Can you change your share structure as part of the continuation?

Yes. You can file articles and a share structure that take effect on continuation. Many companies clean up classes or add special rights at this stage. Ensure the articles and the share structure match the form exactly.

How long does the continuation process take?

Processing times vary. If your package is complete and your name is clear, approval is often prompt. Missing approvals, unclear articles, or name conflicts can extend timelines. Build buffer time to coordinate with your home jurisdiction’s exit filings.

Can you pick a future effective date?

Yes. You can request a future date and time on the form. This helps you line up contract changes, insurance, payroll, and home jurisdiction filings. If you choose a future date, make sure your approvals remain valid through that date.

Do you need to dissolve your company in the home jurisdiction?

No, not usually. Continuation moves the same company from one jurisdiction to another. After the certificate of continuation is issued, you typically file exit or discontinuance documents in the home jurisdiction. This prevents duplicate obligations there.

Will the registrar assign a new incorporation number?

Yes. You will receive a new number on continuation. Your company’s history continues, but the registry assigns a local number for filings. Shareholders, banks, and counterparties may ask for both the old and new identifiers during transition.

Checklist: Before, During, and After the Form 16 – Continuation Application

Before signing

• Shareholder approval: Obtain the required resolution authorizing continuation out.
• Director approval: Obtain the required directors’ resolution confirming the filing details.
• Good standing proof: Secure a current status certificate from your home jurisdiction if required.
• Name clearance: Confirm your proposed name is available, or plan for a numbered name.
• Articles: Prepare British Columbia–compliant articles that match your intended share structure.
• Share structure: Define classes, special rights, and maximum or unlimited shares per class.
• Registered and records offices: Arrange British Columbia addresses and consent from the occupier.
• Directors: Confirm full names, delivery addresses, and consent to act.
• Signing authority: Identify the authorized signatory and confirm capacity to sign.
• Effective date strategy: Decide on filing date or future date and align third-party timelines.
• Attachments: Gather certified copies of shareholder resolutions and home jurisdiction approvals, if required.

During signing

• Entity details: Verify current legal name and home jurisdiction exactly as on existing records.
• Name choice: Confirm the name to be continued or the numbered name request.
• Articles: Confirm the attached articles match the share structure on the form.
• Share rights: Check that special rights and restrictions are stated consistently.
• Offices: Confirm that registered and records office addresses are complete and in British Columbia.
• Directors: Check spelling, addresses, and the number of directors. Ensure any minimum numbers are met.
• Effective date and time: Double-check the date and time box if you chose a future effect.
• Attachments: Confirm all required certified documents are attached and legible.
• Signatures: Ensure the authorized signatory signs and dates the form in the correct place.
• Payment method: Confirm fee arrangements match the registry’s accepted methods.

After signing

• Filing submission: File the form with the corporate registry and pay the fee.
• Confirmation: Save the submission receipt and any temporary reference number.
• Monitor status: Track for acceptance, deficiency notices, or requests for more information.
• Certificate: Download or obtain the certificate of continuation once issued.
• Home jurisdiction exit: File any required discontinuance or notice there, according to its rules.
• Internal records: Update minute book, directors’ registers, and central securities register.
• Banking and finance: Provide the certificate and new number to lenders and banks.
• Insurance and licenses: Notify insurers and licensing bodies of the continuation and any name change.
• Contracts and landlords: Send notices where contracts require you to report jurisdiction changes.
• Tax and payroll accounts: Update government accounts and authorize new filings as needed.
• Calendar obligations: Schedule your first annual filings under the new jurisdiction.
• Stakeholder communication: Inform employees, key suppliers, and partners of the change.

Common Mistakes to Avoid

Not aligning articles and the share structure

• If the articles say one thing and the form says another, the registry can reject the filing. Don’t forget to review both documents line by line and resolve conflicts before submission.

Missing or outdated shareholder approvals

• Old or uncertified resolutions can trigger a deficiency notice. The process stalls until you provide proper proof. Don’t forget to get current, certified copies if the registry requests them.

Using a conflicting or unapproved name

• A name conflict forces a switch to a numbered name or causes a delay. Don’t forget to confirm name availability and any consent you need before you file.

Incorrect or incomplete office addresses

• A post office box or out-of-province address will not pass review. Don’t forget to provide complete British Columbia street addresses for both offices.

Overlooking the home jurisdiction exit steps

• Failing to discontinue in your home jurisdiction may create duplicate fees or filings. Don’t forget to close out that registration after you receive your certificate of continuation.

What to Do After Filling Out the Form

Submit your package and pay the fee. Keep your receipt and any file number. Monitor the filing status. Respond quickly to deficiency notices to avoid losing your chosen effective date.

Once you receive your certificate of continuation, record the change in your minute book. Insert the certificate, the filed articles, the share structure, and all resolutions. Update your central securities register, share certificates, director and officer registers, and address records.

Complete any home jurisdiction exit filing. Many jurisdictions require you to file a notice of discontinuance or similar document after your continuation is accepted. Confirm submission windows so you avoid late fees or penalties there.

Update your name and jurisdiction details with stakeholders:

• Banks and lenders: Provide the certificate and your new incorporation number.
• Insurers: Confirm coverage continues without interruption and update endorsements.
• Landlords and secured parties: Send notices if your lease or security agreements require them.
• Key customers and suppliers: Update your contracts and standing orders.
• Government accounts: Update tax, payroll, and licensing accounts as needed.

Review your contracts and policies. Some agreements need notice or consent before a change of jurisdiction. Prepare short notices with your new details and the effective date. Keep delivery proof for your records.

Assess whether you need transitional corporate actions. You may ratify pre-continuation acts, adopt form articles schedules, or reissue share certificates that reflect new legends. Record these steps by resolution and store them with your corporate records.

Set up your compliance calendar in the new jurisdiction. Add reminders for annual filings, director changes, and records office updates. Train your team on where and how to update the registry if details change.

Maintain version control. Save the exact file versions of the form and articles. Label drafts clearly and archive superseded versions. Store certified copies securely, with backups in a separate location.

Plan communications. Prepare a short note for employees and core partners. State the effective date, new number, any name change, and the reason for a seamless transition. Keep the tone clear and practical.

Finally, do a post-completion audit. Confirm every step in your after-filing checklist is done. Close any open queries with the registry. Update internal systems, letterhead, website, and invoices with the correct legal name and jurisdiction.