Preparing for Transition under the New Societies Act

This information applies to British Columbia, Canada. Last reviewed for legal accuracy by Mary Childs, Michael Blatchford and Steve Carey in November 2016.

All existing societies in BC are required to “transition” within a two-year period from when the new Societies Act came into effect on November 28, 2016. Transitioning involves filing an application online. Here are the steps a society should take to prepare for filing the transition application:

Optional preliminary step: Order a transition package

To file the transition application, you will need to submit an electronic version of the society’s constitution and consolidated bylaws. To put this material together, you may want to order a transition package from the Corporate Registry for $40. This step is optional.

A transition package for a society includes certified copies of any documents that the Registry has on file for the society, including the original constitution, the original bylaws, and any special resolutions amending the society’s constitution or bylaws. You can use the filings to create complete, consolidated versions of the constitution and bylaws (see steps 3 and 4 below).

You can order a transition package online.

Step 1: Consider whether to become a member-funded society

On transition, a society will be asked whether it wishes to designate itself as a member-funded society. A member-funded society is one that is funded primarily by its members to carry on activities for the benefit of its members.

To become a member-funded society, a society must meet a qualification test and get the approval of its members in a special resolution. If a society doesn’t adopt the member-funded society designation on transition, it will need a court order to do so later.

See the section “You will need to decide whether to become a member-funded society” for the issues to consider in whether to become a member-funded society.

Step 2: Ensure the society is up-to-date in its Corporate Registry filings

Ensure the society is up-to-date in its annual report filings with the Corporate Registry. If annual reports are outstanding, the society will not be able to transition.

Also ensure that the information on file with the Corporate Registry about the society’s directors and registered office is up to date. The most current directors and registered office information will be automatically included in the society’s transition application. If this information is inaccurate at the time of transition, it will need to be changed by making a separate filing after the society’s transition is completed.

Step 3: Prepare an electronic version of the society’s constitution

To file the transition application, you will need to submit an electronic version of the society’s constitution, with these modifications:

• The constitution must consist of only the society’s name and purposes – which cannot be changed on transition. The name and purposes must be word-for-word as they appear in the society’s constitution on file with the Corporate Registry.
• If the constitution currently includes any other provisions, these must be moved to the society’s bylaws. For example, a society may have a provision in its constitution about remuneration of board members or about the disposition of its assets on dissolution. Such provisions must be moved to the society’s bylaws as part of preparing for transition – see step 4 for more detail.
• If the society chooses to become a member-funded society (see step 1), add this statement to the constitution:

Transitioning an Existing Society: A How-to Guide for Non-profits in BC © Drew Jackson is licensed under a Creative Commons Attribution-NonCommercial-ShareAlike 2.5 Canada Licence.