BC companies are often dissolved for missing annual reports, and owners find out only when a bank, buyer or land title search raises it. Here is what dissolution does, the difference between full and limited restoration, and how to get company property back.
Many owners learn their company has been dissolved by accident: a bank freezes an account, a sale stalls, or a lawyer's search shows the company no longer exists. The usual cause is simple: annual reports were not filed for a few years.
The good news is that a dissolved BC company can often be restored. The sooner you act, the easier it is to protect the company's property, especially land.
How a company gets dissolved for not filing
Under section 422 of the Business Corporations Act, the Registrar of Companies may dissolve a company that fails to file its annual report in each of two consecutive years, or fails for at least two years to file another required record. The process is not instant. The Registrar may first send a letter about the default and, if it is not fixed or answered satisfactorily within a month, publish a notice. If the default is still not dealt with a month after that notice, the company may be dissolved.
Those letters go to the addresses on the corporate register. If the registered office has moved or a director's address is out of date, the warnings can be missed entirely. Our guide to the annual report due date explains how to stay current.
What dissolution actually does
Once dissolved, the company ceases to exist for any purpose, subject to limited exceptions. The consequences are serious:
- Assets vest in the government. Any undistributed asset of the company vests in the Province, unless the company held it as a joint tenant, in which case it goes to the other joint tenant.
- Land escheats. Land in BC owned by the company is deemed to escheat to the government under the Escheat Act.
- Lawsuits continue. Proceedings already started can continue, and a claim can be brought against the company within two years after dissolution as if it had not been dissolved.
- Personal liabilities survive. The liability of each director, officer and shareholder continues and can be enforced as if the company had not been dissolved.
Dissolution therefore does not make problems disappear, but it can take the company's property out of the owners' hands. If you meant to close the company deliberately, that is a different process; see our article on dissolving a BC company.
Full restoration or limited restoration
The Act offers two kinds of restoration:
- Full restoration brings the company back to carry on business as before. It can be applied for only by a related person, such as someone who was a director, officer or shareholder at the time of dissolution, or the heir or legal representative of a shareholder.
- Limited restoration brings the company back for a set period, for example to transfer an asset, sign documents or be sued. Any person can apply. When the period ends, the company is dissolved again unless the period is extended or the restoration is converted into a full restoration.
Most applications go to the Registrar. An unlimited liability company must apply to the court, and other companies may choose the court route. A court application still needs the Registrar's consent, and the court can give directions to put the company and others, as nearly as possible, in the position they would have been in had the company not been dissolved.
The steps to restore
Before filing with the Registrar, the applicant must:
- Publish notice of the application in the BC Gazette.
- Mail notice to the company's last registered office address and to each person who was a director at the time of dissolution.
- Reserve a name, unless the company will be restored under its numbered name ending in "B.C. Ltd."
The application then sets out the dates of those notices and, for a full restoration, the addresses for the registered and records offices. The Registrar may require other records as well, and generally must wait 21 days after the later of the Gazette notice and the mailing before restoring. That waiting period does not apply where the company was dissolved only for missed annual reports or other filings or for an unpaid fee, and the application is filed within one year after dissolution.
Getting the company's property back
A restored company is deemed to have continued in existence as if it had not been dissolved. Assets that vested in the government and have not been disposed of vest back in the company. If the government has sold them, it pays the company the amount realised, after recovering its costs.
Land is more urgent. Under the Escheat Act, the government must not dispose of escheated company land for two years after dissolution, and if the company is revived within those two years, the land vests back in it as if it had never escheated. After two years, the company must apply to the Supreme Court, on notice to the government, for an order returning the land, and no order can be made if the land has already been granted or disposed of.
Restoration is also, unless the court orders otherwise, without prejudice to rights others acquired before the restoration. A purchaser or creditor who dealt with the property in the meantime may have rights you cannot undo.
Keeping it from happening again
Once restored, bring the minute book and filings up to date, confirm the registered office and directors' addresses, and diarise the annual report each year. Our BC company annual compliance checklist covers the recurring tasks.
Company dissolved? Act before the property is lost
Our business lawyers can check why the company was dissolved, advise on full or limited restoration, prepare the notices and filings, and help recover company property, including escheated land.
Call 604-259-2844 or send us a message to arrange a consultation at our Vancouver office.
Sources
- Business Corporations Act, ss 344, 346, 347, 354-364, 366, 368 — Business Corporations Act, SBC 2002, c 57, Part 10 (checked October 13, 2026)
- Business Corporations Act, s 422 — Business Corporations Act, SBC 2002, c 57, Part 12 (checked October 13, 2026)
- Escheat Act, s 4 — Escheat Act, RSBC 1996, c 120 (checked October 13, 2026)
General information about British Columbia law as at the date shown, not legal advice. Reading this article does not create a lawyer-client relationship. Please speak with a lawyer about your own circumstances.