bcgov / bcgov/entity

UI Design: Change Respecting DCR

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Colin Egress Top 5 Filings UX
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Description

### **Designs in Progress** ([Figma Link)](https://www.figma.com/design/gZp6YIqDtQSx91GFwAM8wU/DCR---Dissolved-Company-s-Records?node-id=2-8147)

### Summary
The Notice of Change Respecting Dissolved Company’s Records is a post-dissolution filing under the _BC Business Corporations Act_. The Notice of Change Respecting Dissolved Company Records updates the registry after dissolution. Statute defines Dissolved Company Records (DCR) as records specified under _section 333(1)_. This filing reports changes in details about custody or location of corporate records. The filing applies when a dissolved company changes the custodian, the location of the records or contact information as referenced under section _334(1c)(ix)_.
This filing applies only to companies in a dissolved (historical) state. It ensures compliance with legal requirements and transparency for stakeholders such as shareholders, creditors, and regulators. It is typically submitted when:

- The custodian of the records changes (e.g., law firm, accountant, liquidator).
- The physical location of the records changes.
- Contact details or retention conditions change due to a court order.
References to this filings is found in The Business Corporations Act in Part 10; Sections 334(1c)(ix), 351 (3 & 4), 333(1).

### Screenshots from Colin:
https://www.figma.com/design/eBSRBFB9Me3TfHAPdjo0Sa/Colin--Low-Volume-Filings?node-id=3-31&t=7sZk6Ig6OsBcqoPq-0

### Dev notes:
- [ ] Is a new app needed or is it part of another app. (ENV variables shared?)
- [ ] How is it launched? (UX)
- [ ] Output needed? Or DRS Scan to be output?
- [ ] API work needed? Filing rules config update / Unique Validator
- [ ] Ticket for Low volume filing
- [ ] Add ticket for things outside of common components
- [ ] Ticket for building the deployment -> Goes to SRE

### Business Rules

- Filing is allowed only for dissolved companies (historical state).
- Custodian address must be a physical BC address (no PO boxes).
- Mandatory fields:
- Incorporation number
- Company name
- Custodian name and address
- Court order details must be included if retention period changes.
- Payment must be processed before submission unless staff selects No Fee Filing.
- Ledger must record event details, date/time, and user information.

### Information Required in the Filing
These requirements are directly based _on the statutory definition in Business Corporations Act s. 351_

- Incorporation number and dissolved company name.
- Identity of the person holding dissolved records, including full legal name when a corporation or firm.
- Location address for dissolved records which must meet the following criteria:
* The records office must be a physical address, not a postal box.
* It must be located in British Columbia.

- Court order documenting any approved change in custodian or retention period.
- Expiration date of any period set by a court order.

### Acceptance Criteria
Scenario: Successful Filing Submission
Given the company status is "Dissolved"
And the user provides a valid incorporation number and company name
And the custodian details include a physical BC address
When the user submits the filing
Then the system should validate all mandatory fields
And update the ledger with event details and hyperlink to the document
And generate a receipt for the transaction
And display a confirmation message to the user

Scenario: Filing Fails Due to Active Company
Given the company status is "Active"
When the user attempts to submit the filing
Then the system should reject the filing
And display an error message: "This filing is only allowed for dissolved companies."

Scenario: Filing Fails Due to Missing Mandatory Fields
Given the company status is "Dissolved"
And the user omits a mandatory field
When the user submits the filing
Then the system should reject the filing
And display an error message: "{Field} is required."

Scenario: Filing Fails Due to Invalid Address
Given the company status is "Dissolved"
And the user enters a PO Box as the Records address
When the user submits the filing
Then the system should reject the filing
And display an error message: "Address must be a physical BC address."

Scenario: Payment Declined
Given the company status is "Dissolved"
And the user provides all mandatory details
And payment is initiated
When the payment is declined
Then the system should display "Payment Declined"
And prevent submission of the filing

### Data Requirements

- Company Identifiers: Incorporation Number.
- Company Name: Free text.
- Custodian Details: Name (Individual or business name)
- Records Address: mailing and delivery address.
- Court Order Number: Mandatory if arrangement checkbox selected.
- Payment Details: Account number, DAT number, routing slip (if applicable).
- Email Address: For receipt delivery (optional).

### Ledger Updates

- Event type: Notice of Change Respecting Dissolved Company’s Records.
- Capture:
- Date and time of filing.
- User details.
- Hyperlink to view receipt and comments.
- Banner remains showing company is dissolved.

### Associated Forms
Form 27

### Process Summary (Current state in COLIN)
The system validates the company is in dissolution and checks for any work‑in‑progress items before allowing the filing to proceed. Billing options are displayed and required information about the custodian responsible for the dissolved company’s records is collected, including a physical BC delivery address where records could be accessed during business hours. After validation a confirmation screen is provided, the payment is processed, the corporate ledger and business summary are updated, the filing is completed and a receipt issued to the user.

### Checklist
- [ ] Add info for Business dashboard ticket
- [x] Ledger (Yes)
- [ ] Todo List?
- [ ] Business Summary & Business Info page updates?
- [x] Alert (No)

---
### BA Notes
**Validation Rules** (supported by policy)
- Reject filings where company status is not dissolved or historical. Acceptance of filings for non‑dissolved entities breaches eligibility. Mitigate status check and hard stop
Custodian and retention
- Require custodian identity. If a firm, capture full firm name.
- Require retention period compliance. Only accept changes to the prescribed two years when accompanied by a court order. Failure to respect the two‑year retention or court‑ordered adjustments creates statutory exposure. Mitigate with rule checks on retention period inputs and court order capture.
- Validate delivery address as a physical B.C. address. Disallow P.O. Boxes for delivery. Confirm public accessibility hours 9 a.m. to 4 p.m.
- Permit mailing address, including P.O. Box, when different from delivery.
- When the change is the identity of the custodian, require a court order reference and date.
- When changing location, require prompt notification relative to the effective date.

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