Transition a Restored Company
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- JavaScript
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Description
### Overview
Under the Business Corporations Act (BC), a restored pre-existing company must complete a post-restoration transition to comply with current legislation. This process applies only to companies originally incorporated under a former Companies Act. The company must file a transition application to update its constitutional documents, including the notice of articles and articles, remove outdated provisions, and obtain any required shareholder approvals. The transition is effective upon acceptance by the registrar, after which the company operates fully under the Act and all former provisions cease to apply.
This filing applies to companies meeting the following criteria:
- had been dissolved,
- has been restored by a full restoration within the meaning of Division 11, and
- did not comply with specific obligation a company to file a Transition Application when the Business Corporations Act came into force (for older companies incorporated under previous legislation) before it was dissolved.
- Must be in good standing (not frozen)
### User Story:
As a company administrator, I want to file a PRTA so that my restored company complies with the current Act.
### Screenshots from Colin:
https://www.figma.com/design/eBSRBFB9Me3TfHAPdjo0Sa/Colin--Low-Volume-Filings?node-id=26-183&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
### Mandatory Fields
Outlined in the Acts (Part 10 Section 371 (2(b))
- The name and address of each director of the company
- The mailing address and delivery address of the registered office of the company
- The mailing address and delivery address of the records office of the company
- Any translation of the name that the company intends to use outside Canada,
- Each class and series of shares, whether there are special rights or restrictions attached to the shares of that class or series,
### Acceptance Criteria:
Scenario: Successful PRTA submission
Given the company is restored under Part 10
And the company was previously recognized under a former Companies Act
When the user submits a valid PRTA with updated notice of articles and articles
Then the system accepts the filing
And the company status remains active
Scenario: Missing mandatory billing information
Given the user enters BCOL account number but omits DAT number
When the user attempts to submit the filing
Then the system displays "Not all mandatory BC Online billing information has been supplied."
Scenario: Invalid BCOL account number
Given the user enters an incorrect BCOL account number
When the user attempts to submit the filing
Then the system displays "The BC Online Account Number you entered is not valid."
Scenario: Insufficient funds in BCOL account
Given the BCOL account has insufficient funds
When the user attempts to submit the filing
Then the system displays "The specified account has insufficient funds."
### Business Rules
- PRTA applies only to companies restored under Part 10 and previously recognized under a former Companies Act.
- Filing must include: Updated notice of articles and updated articles compliant with current Act.
- Effective date is immediate upon acceptance; future dates are not allowed.
- Billing validation:
- BCOL account number must be valid and active.
- DAT number must start with “C” followed by seven digits.
- Routing slip must be nine digits and validated in FAS.
- If billing info is incomplete or invalid, filing cannot proceed.
- Registrar may dissolve company for non-compliance after notice period.
- Share structure updates must comply with section 51.11 for ULC warnings.
- Addresses and director information must be current before PRTA submission.
### Ledger Updates
- Record event type: Post-Restoration Transition Application.
- Include date, time, user ID, and payment details.
### Outputs
- Receipt with folio reference number.
- Cover sheet.
- Certified copy of PRTA, ref BCA Section 371 (4)
- Certified copy of updated Notice of Articles, ref BCA Section 371 (4)
### Associated Forms and supporting documents
- Form 32
- Certified copy of the restoration order (if restored by court).
- Updated articles of incorporation.
- Any consents or approvals required under the Act.
### Checklist
- [ ] Add info for Business dashboard ticket
- [x] Ledger (Yes)
- [ ] Todo List?
- [ ] Business Summary & Business Info page updates?
- [x] Alert (No)
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