A dissolved British Columbia company can often be restored, but the correct process depends on why it was dissolved, how long it has been dissolved, and whether full, limited, registrar, or court restoration applies.
Quick Answer
Start by confirming the corporation’s current status and dissolution date through a BC business search. Most eligible BC companies can apply through the registrar, but certain cases, including some involving Crown assets, older dissolutions, and unlimited liability companies, require court restoration.
Why Does a BC Company Get Dissolved?
A BC corporation can be dissolved for several reasons. One common cause is failing to file required corporate documents.
A corporation may be dissolved after failing to file its annual report for two consecutive years or failing to file another return, notice, or document required under the Business Corporations Act.
If your company has received a notice that it is at risk of dissolution but has not yet been dissolved, prompt action on overdue filings may prevent restoration from becoming necessary.
If the company has already been dissolved, simply filing overdue annual reports does not automatically restore it. A formal restoration process is generally required.
Can a Dissolved Company Be Restored in BC?
Yes. British Columbia’s Business Corporations Act provides procedures for restoring a dissolved company through either the registrar or the court, depending on the circumstances.
Before choosing a restoration route, determine:
- why the company was dissolved
- when it was dissolved
- whether ongoing or temporary restoration is required
- who is applying
- whether any company assets vested in or escheated to the Crown
- whether the company is an unlimited liability company
The Province of British Columbia provides an official overview of BC company dissolution and restoration.
Which BC Company Restoration Route Do You Need?
| Situation | Likely Restoration Route |
|---|---|
| The company intends to continue operating. | Full restoration |
| The company needs to exist temporarily for a particular purpose. | Limited restoration may be appropriate. |
| Ordinary BC company meeting registrar requirements | Registrar restoration may be available. |
| The company’s assets have escheated to the Crown. | Court restoration |
| The BC company was dissolved before March 29, 2004. | Court restoration |
| The company is a BC unlimited liability company | Court restoration |
The correct route depends on the circumstances. Court restoration is not simply an alternative version of registrar restoration. Certain situations require the court process.
Full Restoration vs. Limited Restoration
British Columbia recognizes both full restoration and limited restoration.
| Factor | Full Restoration | Limited Restoration |
|---|---|---|
| Main purpose | Restore the company on an ongoing basis. | Restore the company temporarily. |
| Who may apply? | Generally a related person | Any person may apply. |
| Duration | Ongoing unless later dissolved | Limited period |
| Typical use | The company intends to continue operating. | Completing a particular transaction or resolving a specific matter |
| Registrar route | Available for eligible companies | Available for eligible companies |
| Court route | Available and required in certain circumstances | Available and required in certain circumstances |
| End of restoration period | Not applicable | The company is automatically dissolved when the period expires. |
| Extension | Not applicable | May be extended during the restoration period |
| Conversion to full restoration | Not applicable | A related person may apply to convert it to full restoration. |
A limited restoration can generally last up to two years.
Potential uses can include dealing with an outstanding tax matter, transferring an asset or completing another transaction that requires the corporation to exist temporarily.
Who Is a Related Person?
For a dissolved company, the Business Corporations Act defines who qualifies as a related person for restoration purposes.
This can include a person who was a director, officer, or shareholder when the company was dissolved, as well as certain heirs or legal representatives of a former shareholder.
This distinction matters because full restoration generally requires an application by a related person, while any person may apply for limited restoration.
Registrar vs. Court Restoration in BC
Many ordinary restoration cases can proceed through the registrar if the statutory requirements are met.
Court restoration is required in certain circumstances, including where:
- An asset has escheated to the Crown
- The BC company was dissolved before March 29, 2004
- The company being restored is an unlimited liability company
The court process involves additional documentation, notice to the registrar, court materials and a court order.
Businesses dealing with a court restoration or another complicated corporate matter may want to review available business legal services before proceeding.
BC Company Restoration Process at a Glance
| Step | What You Need to Do |
|---|---|
| 1 | Confirm that the company is dissolved |
| 2 | Determine whether full or limited restoration is required |
| 3 | Determine whether registrar or court restoration applies |
| 4 | Reserve the company name if required |
| 5 | Publish the required notice in the BC Gazette |
| 6 | Send the required notices |
| 7 | Observe the applicable statutory waiting period |
| 8 | File the appropriate restoration application |
| 9 | Complete post-restoration compliance requirements |
The steps should be completed in the sequence required by the Corporate Registry.
How to Complete a Full Restoration by the Registrar
For many dissolved BC companies that intend to continue operating, full restoration through the registrar is the most relevant route.
It is commonly used when a company continued operating without realizing it had been dissolved after failing to maintain required filings.
Step 1: Confirm the Company’s Status
First, verify that the company has actually been dissolved and determine its dissolution date.
The corporate record can also confirm information required for the restoration application, including former directors and registered-office details.
Step 2: Reserve the Company’s Name
Before restoration, the applicant generally needs to address the company’s name.
A dissolved company’s previous word name is not automatically guaranteed to remain available.
If the former corporate name is still available, it may be reserved for the restoration. If it is unavailable, another name may need to be approved.
A company can also potentially be restored under its incorporation number followed by B.C. Ltd., in which case the ordinary name-reservation requirement may not apply.
The current BC Name Request government fee is $30.
Step 3: Publish Notice in the BC Gazette
The restoration process generally requires publishing notice of the application in the BC Gazette.
Keep a record of the publication date because it is relevant to the restoration application and the statutory waiting period.
Step 4: Send the Required Notices
The applicant generally must also mail notice of the proposed restoration to the addresses required under the Business Corporations Act.
This includes the last address shown in the corporate register for:
- the company’s registered office
- each person who was a director when the company was dissolved
Keep records of when you sent these notices because the latest mailing date can affect the restoration timeline.
Step 5: Observe the Applicable Waiting Period
For many registrar restorations, the registrar generally cannot restore the company until 21 days after the later of:
- the date the restoration notice was published, and
- the latest date the required notice was mailed.
There is an important statutory exception.
The 21-day waiting period may not apply where a company was involuntarily dissolved within the previous year solely for certain administrative defaults, including specified filing failures such as missed annual reports.
Priority processing does not eliminate a statutory 21-day waiting period where that waiting period applies.
The current BC Business Corporations Act contains the detailed requirements.
Step 6: File the Restoration Application
For full restoration by the registrar, the applicable filing is generally Form 30, Full Restoration Application.
The current BC government filing fee is $350.
For limited restoration, the applicable filing is generally Form 28, Limited Restoration Application, also with a current government filing fee of $350.
Make sure the company information, notices, name reservation, and applicant details are complete before submitting the filing.
Step 7: Receive the Certificate of Restoration
Once the requirements are satisfied and the registrar restores the company, the corporate register is updated and a Certificate of Restoration is issued.
The certificate records the company’s restoration and the effective date and time.
How Does Limited Restoration Work?
Limited restoration temporarily restores the company instead of bringing it back on an ongoing basis.
It can be useful when you need corporate existence for a particular matter rather than to resume regular business indefinitely.
Examples may include:
- dealing with certain outstanding tax matters
- transferring property or another company asset
- addressing a vehicle registered in the company’s name
- completing another specific transaction
A limited restoration can generally run for up to two years.
When the approved restoration period ends, the company is automatically dissolved again unless an applicable extension or conversion has been completed.
During the limited restoration period:
- An application may be made to extend the period
- A related person may apply to convert the limited restoration into a full restoration
Limited restoration should not be treated as a substitute for full restoration where the company actually intends to resume ongoing operations.
How Does Court Restoration Work?
Court restoration is more involved than an ordinary registrar application.
The process can include:
- preparing the required Supreme Court documents
- notifying the registrar of the proposed application
- providing required documents to the registrar
- obtaining the registrar’s consent
- submitting the application materials to the court
- obtaining a court order
- filing the applicable restoration documents and court order with the Corporate Registry
Court proceedings may involve affidavits, requisitions, draft orders, and other legal documents.
Because the facts can affect both the procedure and the wording of the court order, professional legal assistance may be appropriate in more complex restoration cases.
How Much Does It Cost to Restore a Company in BC?
Current government fees can include:
| Item | Government Fee |
|---|---|
| Full Restoration Application | $350 |
| Limited Restoration Application | $350 |
| BC Name Request, where required | $30 |
| Priority service, if requested | $100 additional |
| Outstanding annual reports | $43.39 each, where applicable |
These government filing fees are separate from other potential costs, including:
- BC Gazette publication costs
- court filing fees where court restoration is required
- overdue corporate filings
- legal fees
- professional service fees
- filing-service fees
Do not assume the $350 restoration fee represents the total amount required in every case.
How Long Does It Take to Restore a Company in BC?
No single restoration timeline applies to every company.
One of the biggest timing factors is the 21-day statutory waiting period.
Where it applies, restoration generally cannot occur until 21 days after the later of the required Gazette-publication date and the latest required notice-mailing date.
However, that waiting period may not apply to certain companies that were involuntarily dissolved within the previous year for specified administrative filing defaults.
Other factors can also affect the timeline:
- name approval
- Gazette publication
- incomplete restoration documents
- outstanding filings
- correction requests
- court proceedings
- registrar consent
- government processing
Priority processing currently costs an additional $100, but it does not override a statutory waiting period.
What Happens to the Company’s Name After Dissolution?
A company does not automatically have the right to recover its former word name.
A name generally must be reserved as part of the restoration process unless the company is being restored under the numbered-name format permitted by the Business Corporations Act.
If the old name has become unavailable, another corporate name may need to be approved.
This is why checking the corporate record and dealing with the proposed restored name early in the process is useful.
What Happens to Assets of a Dissolved Company?
Assets can make a restoration significantly more complicated.
When a company is dissolved, certain property may vest in or escheat to the government under applicable law.
The Business Corporations Act also addresses what happens to qualifying corporate assets after restoration. In appropriate circumstances, property that vested in the government and has not been disposed of can revest in the restored company.
If an asset has escheated to the Crown, the restoration generally requires the court route.
Complex real estate, property, or escheat situations can raise issues beyond the ordinary corporate filing process, so legal advice may be appropriate.
What Is the Legal Effect of Restoration?
Restoration puts the company back on the corporate register, but it is too broad to say that restoration erases everything that happened while the company was dissolved.
The Business Corporations Act protects certain rights acquired by other people before restoration.
Depending on the circumstances, a court may also make directions intended to place the company and affected persons as nearly as possible in the position they would have been in if the company had not been dissolved.
Restoration therefore revives the corporation, but it should not be assumed to automatically reverse every legal consequence.
Can Someone Sue a Dissolved Company Without Restoring It?
In some circumstances, yes.
Under the Business Corporations Act, a legal proceeding that began before dissolution may continue despite the dissolution.
You may also bring a proceeding against a dissolved company within two years after its dissolution.
That means restoration is not automatically required in every dispute involving a dissolved corporation.
Where litigation is involved, the appropriate approach depends on the facts of the case and the relief being sought.
What Should You Do After the Company Is Restored?
Receiving the Certificate of Restoration does not necessarily resolve every outstanding compliance issue.
After restoration, review whether the company needs to:
- confirm its registered office and records office
- confirm its directors
- bring overdue filings up to date
- resume annual-report filing
- update corporate records
- review its transparency register
- address CRA filings or accounts
- update banking information
- review insurance and licences
- update contracts and other business records
BC Business Register can help you file your BC annual report and update your business where applicable after restoration.
Companies reviewing their statutory records after restoration can also organize required corporate records and supplies.
For broader Canadian business registration and corporate-service needs, businesses can also review business incorporation and corporate services in Canada.
Common Myths About Restoring a Dissolved BC Company
Myth 1: A Dissolved Company Can Simply Start Doing Business Again
Not necessarily. Once the company has been dissolved, formal restoration is generally required to return it to the corporate register.
Myth 2: Filing Missed Annual Reports Automatically Restores the Company
No. Correcting overdue filings and restoring the corporation are separate matters.
Once the company has actually been dissolved, the applicable restoration process generally must be completed.
Myth 3: Priority Service Removes the 21-Day Waiting Period
No.
Priority processing may speed up the processing of an eligible filing, but it does not override a statutory waiting period where that waiting period applies.
Myth 4: The Company Automatically Gets Its Old Name Back
No.
The former company name may no longer be available. A name reservation is generally required unless the company restores using the permitted numbered-name format.
Myth 5: Every Dissolved Company Can Use Registrar Restoration
No.
Certain cases require court restoration, including some involving Crown assets, older company dissolutions, and unlimited liability companies.
How to Avoid Another BC Company Dissolution
Once the company is restored, maintaining its corporate filings becomes particularly important.
A BC company should generally:
- file its annual report each year
- maintain current registered-office information
- keep director information current
- maintain required corporate records
- monitor government notices
- deal with required filings before applicable deadlines
A company that misses annual reports for two consecutive years can be at risk of administrative dissolution again.
Frequently Asked Questions
How Do I Restore a Dissolved Company in BC?
First confirm the company’s dissolution and determine whether full or limited restoration is appropriate. Then determine whether the application can proceed through the registrar or requires court restoration. The process may include name reservation, Gazette publication, mailed notices, an applicable waiting period, and the appropriate restoration application.
Can I Restore a BC Company Dissolved for Missing Annual Reports?
Yes, in many cases. Full restoration through the registrar is commonly used where a company was administratively dissolved after failing to file annual reports. Certain companies restored within one year of an involuntary dissolution for specified filing defaults may also qualify for an exception to the usual 21-day waiting period.
How Much Does It Cost to Restore a Company in BC?
The current government filing fee for a full or limited restoration application is $350. A $30 Name Request may also be required. Other costs can include outstanding annual reports, Gazette costs, priority service, court fees, or professional assistance.
How Long Does Company Restoration Take in BC?
The timeline varies. Many registrar restorations are subject to a 21-day waiting period calculated from the required notices. That period may not apply to certain companies restored within one year after an involuntary dissolution for specified administrative defaults.
What Is the Difference Between Full and Limited Restoration?
Full restoration returns the company to the corporate register on an ongoing basis. Limited restoration revives it temporarily for a defined period, generally to complete a particular transaction or resolve a specific issue.
Who Can Apply for Full Restoration?
Full restoration generally requires a related person under the Business Corporations Act. This can include certain former directors, officers, or shareholders and, in some cases, their heirs or legal representatives.
When Is a Court Order Required to Restore a BC Company?
Court restoration is required in certain cases, including where an asset has escheated to the Crown, a BC company was dissolved before March 29, 2004, or the company is an unlimited liability company.
Can a Dissolved Company Get Its Old Name Back?
Possibly, but not automatically. The former corporate name generally needs to be available and reserved. If it is no longer available, another approved name or the permitted numbered-company name may be necessary.
Can I Restore a Company That Was Dissolved Many Years Ago?
Possibly. The applicable procedure depends partly on when the company was dissolved. A BC company dissolved before March 29, 2004, generally requires court restoration, so review older dissolutions carefully before filing.
What Happens After a BC Company Is Restored?
After restoration, review the company’s annual reports, registered office, records office, directors, corporate records, transparency register, CRA obligations, licences, banking arrangements, and other outstanding compliance matters.
Final Takeaway
A dissolved company in British Columbia can often be restored, but no single restoration process applies to every situation.
For many ordinary companies that want to resume ongoing operations, full restoration through the registrar is the most common route. Limited restoration may be appropriate when a company needs temporary existence for a particular purpose.
Court restoration is required in certain more complex situations, including some cases involving Crown assets, older dissolutions, and unlimited liability companies.
Before filing, confirm the company’s status, dissolution date, restoration route, name availability, required notices, waiting period, and outstanding compliance obligations. Once restored, keep annual reports and corporate information current to reduce the risk of another administrative dissolution.