Buying a BC Home When the Seller Is a Company

A house is for sale on the North Shore. You like it. Then the listing paperwork comes back and the owner is not a person. It is a numbered company, or a family holding company, or a builder’s company you have never heard of.

Nothing has gone wrong. Thousands of British Columbia homes sit on title in a company’s name, for perfectly ordinary reasons. But a company is not a person, and four things change: how you check that the seller still exists, who is allowed to sign, whether GST lands on the deal, and who hands that GST to whom on completion day.

This page is written for the buyer. Almost everything published on this subject is written for the person buying through a company, which is the opposite problem.

Why a house ends up on title in a company’s name

There is rarely anything sinister about it. The common reasons are dull:

• A builder or developer. New houses and new condo units are almost always sold by the company that built them.
• A holding company. Families hold investment property in a company for estate and tax planning.
• A rental business. A duplex or a house with suites run as a business is often owned by a company.
• A bare trust or nominee. The company on title holds the land for somebody else, who is the real owner behind it.
• An inherited arrangement. The company was set up decades ago and nobody has unwound it.

A company has, in the words of the Business Corporations Act, “the capacity and the rights, powers and privileges of an individual of full capacity”. It can own and sell a house exactly as you can. The difference is that a person’s existence is obvious and a company’s is a matter of public record that can quietly lapse.

The first question: does the company still exist?

This is the question that has no equivalent when you buy from a person, and it is the one most buyers never think to ask.

BC companies have to file an annual report every year. If a company does not, the registrar can dissolve it. Under section 422 (1) (a) of the Business Corporations Act, the registrar may dissolve a company that “fails, in each of 2 consecutive years, to file with the registrar an annual report required by this Act or a former Companies Act to be filed”.

It does not happen silently. The registrar may first send the company a letter “informing it of its default and of the powers of the registrar under this section”, and then publish a notice, before dissolving it. But those letters go to the company’s registered office — which, for a dormant holding company, may be an accountant’s old address nobody reads.

The people who run the company may genuinely not know it has been struck off.

What a BC Registries search shows you, and what it does not

You do not need anybody’s permission to look a company up. A search of the BC Registries business records is a public record, and the Province’s own page sets out what the result contains.

A registry search shows	A registry search does not show
Status — whether the company is active or not active	Who the shareholders are
Recognition or incorporation date	Share certificates or who controls the company
When the last annual report was filed	Directors’ or shareholders’ meeting minutes
Previous names the company has used	The company’s financial statements
Registered office address and records office address	Any resolution authorising this particular sale
The names of the directors	Whether the company holds the land for someone else

Two lines in that left-hand column do the real work. Status tells you whether the company exists today. The date of the last annual report tells you whether it is drifting toward being struck off. A company whose last annual report was filed three years ago is not a company you want to be relying on in six weeks.

The right-hand column matters too, and it is the reason a registry search is a starting point rather than an answer. The registry will not tell you that the directors have fallen out, or that the company holds the house in trust for somebody who has not agreed to sell. For that you have to ask, in writing, and let your lawyer or notary read what comes back.

The Province also runs OrgBook BC, a free lookup that will at least confirm a company is registered in British Columbia and show any names it does business under.

If the company was dissolved, the land is not just sitting there

This is the part almost nothing written for buyers explains, and it is the reason the registry search matters.

When a BC company is dissolved it “ceases to exist for any purpose”. Its leftover assets vest in the government. But land is carved out and sent somewhere else. Section 344 (2) of the Business Corporations Act says that where the asset “is land located in British Columbia”, it “is, subject to paragraph (a) of this subsection, deemed to escheat to the government under section 4 of the Escheat Act“. Paragraph (a) is the exception for land held in joint tenancy, which passes to the other joint tenant instead.

Section 4 (1) of the Escheat Act puts it plainly: “If a corporation is dissolved, land in British Columbia owned by or to which the corporation is entitled at the time of its dissolution escheats to the government.”

Escheat is an old word for a simple idea. The land has no owner, so it goes to the Crown. Nobody signs anything. It happens on dissolution, by operation of the statute.

The title at the Land Title Office may still show the company’s name. The register is not automatically updated the day a company is struck off. So a title search alone will not warn you.

Restoring the company: the two-year line that decides everything

A dissolved company can be brought back. The Business Corporations Act calls this restoration, and section 364 (4) says a restored company “is deemed to have continued in existence as if it had not been dissolved”.

It is tempting to stop there and assume restoration fixes everything. It does not fix everything, and the date is what decides it. Section 368 (5) of the Business Corporations Act says that title to land “that has escheated to the government under section 4 of the Escheat Act is not, except as provided in section 4 of that Act, affected by a restoration of a company”.

So you have to read section 4 of the Escheat Act, and that is where the two-year line lives.

When the company is brought back	What happens to the land	Source
Within two years of dissolution	The revival “has effect as if the land of the corporation had not escheated to the government”, and “the land vests in the corporation”. Automatic. No court order needed.	Escheat Act, s. 4 (4)
At any time in the first two years	The Attorney General “must not” make any grant or other disposition of the land during that period.	Escheat Act, s. 4 (3)
After two years	It takes an order of the Supreme Court of British Columbia, on notice served on the government, vesting the land back in the company.	Escheat Act, s. 4 (5)
After two years, where the land has already been disposed of	“An order may not be made under subsection (5) if the Attorney General has granted or otherwise disposed of the land.” There is no route back.	Escheat Act, s. 4 (5.1)
On any court order after two years	The court must make it a term that the land does not vest until the government has been reimbursed its costs and expenses relating to the land.	Escheat Act, s. 4 (7)

Read the table as a buyer and the practical lesson is short. Inside two years, a restoration is paperwork and a delay. Outside two years it is a court application, with a cost order attached, and a hard stop if the land has moved on.

One honest note on the wording. The Escheat Act says “revived under any Act” and never defines “revive”. The Business Corporations Act says “restoration” throughout. The two statutes use different words for what is plainly the same event, and the bridge between them is that section 368 (5) of the Business Corporations Act points expressly at section 4 of the Escheat Act as the exception. That is a drafting mismatch worth your lawyer’s attention, not yours.

None of this is a reason to walk away from a house. It is a reason to find out, before you remove your subjects, whether the company is active today.

Who is actually allowed to sign for a company

There is no statutory list. This surprises people who expect “two directors” or “a director and the secretary”.

Section 193 (2) of the Business Corporations Act says a contract that would need to be in writing and signed “may be made for a company in writing signed by a person acting under the express or implied authority of the company”. Authority, not job title, is the test.

Seals are no longer the answer either. Section 194 (1) says a record requiring authentication “may be authenticated or certified by a director or officer of the company or by a lawyer for the company and need not be under the company’s seal”. Plenty of BC companies no longer own a seal at all.

The protection you have if the wrong person signs

The law does not leave an outsider to audit a company’s internal paperwork. Section 146 (1) of the Business Corporations Act stops a company asserting against “a person dealing with the company” that someone “held out by the company as a director, officer or agent” either is not one, or “has no authority to exercise the powers and perform the duties that are customary in the business of the company”.

That is a real protection and it is worth knowing you have it. But do not over-read it, because subsection (2) takes it away again from anyone who knew better:

“Subsection (1) of this section does not apply in respect of a person who has knowledge, or, by virtue of the person’s relationship to the company, ought to have knowledge, of a situation described in paragraphs (a) to (e) of that subsection.”

“Ought to have knowledge, by virtue of the person’s relationship to the company” is the phrase that bites. If you are buying from a company you are connected to — a relative’s company, your employer’s company, a company you have dealt with for years — the shelter is thinner than it looks. Say so to your lawyer early rather than late.

The extra sentence your notary swears, that they would never swear for a person

Part 5 of the Land Title Act sets out what the lawyer or notary witnessing a transfer is certifying when they sign it. The rule for an individual seller and the rule for a company are different rules, not one on top of the other.

	Seller is a person (s. 43)	Seller is a company (s. 44)
What the witness certifies the signer acknowledged	That the individual “is the person named in the instrument as transferor”. One acknowledgement.	Three acknowledgements. See the rows below.
Identity	Covered by the single acknowledgement above	That the individual “is an authorized signatory of the corporation”
Authority	Not separately certified	That the individual and any other signer “were authorized by the corporation to execute the instrument”
Existence and capacity to sell	Not separately certified	That “the corporation existed at the time the instrument was executed and is legally entitled to hold and dispose of land in British Columbia”
How many must sign	The transferor	Where more than one authorized signatory signs, “only the signature of one authorized signatory is required to be witnessed”

The third row is the one to remember. On every transfer out of a company in British Columbia, somebody with a professional licence puts their name to the proposition that the company existed when it signed and was legally entitled to dispose of the land. There is no equivalent certification when you buy from a person, because for a person the question cannot arise.

That is a genuine safeguard in the system. It is also worth knowing its limits. It is a certification based on an acknowledgement made to the witness, not an independent search run by the land title registrar. And section 50 of the Land Title Act gives the registrar a discretion in the other direction: “If there is a defect in the execution of an instrument, the registrar may, if the registrar considers that the instrument is legally binding, register it, and the registration is valid for all purposes despite the defect.”

Two words in this Part that do not mean what you think

• “Officer” is not a company officer. In Part 5 of the Land Title Act, “officer” means “a person before whom an affidavit may be taken or made” — the lawyer, notary or commissioner doing the witnessing — and it “does not include a registrar”. The same word means something entirely different in the Business Corporations Act.
• “Authorized signatory” is nowhere defined. The phrase carries the whole weight of section 44, and it does not appear in the definitions in section 41 of Part 5, nor among the defined terms in section 1 of the Act. Its content comes from the company’s own articles and from the authority rules in the Business Corporations Act.

GST: the question nobody asks until completion day

This is where a corporate seller can cost you real money, and it is the item most often missed.

Start with the common belief: “there is no GST on a used house”. That is usually right, but not for the reason people think. The exemption in Schedule V, Part I, section 2 of the Excise Tax Act covers a sale of a residential complex “made by a particular person who is not a builder of the complex”, and then takes the exemption away in defined cases. The first is where that person “claimed an input tax credit in respect of the last acquisition by the person of the complex or in respect of an improvement to the complex”.

Read those words again and notice what is not in them. Nothing turns on the seller being a human being. It turns on two things: was the seller a builder, and did the seller claim input tax credits.

A company is simply much more likely to trip both. A company that bought the house to rent it out as a business, or that renovated it and recovered the GST on the work, may well have claimed input tax credits. A company that acquired the property “for the primary purpose of selling” it before anyone lived in it falls inside the Canada Revenue Agency’s description of a builder, which removes the exemption on its own.

Situation	Is the sale of the home likely to carry GST?
A company that has owned and lived-in or rented the house for years, claimed no input tax credits, and is not a builder	Treated the same as a private seller — the section 2 exemption applies on its face
A company that claimed input tax credits on its last acquisition of the home or on an improvement to it	The section 2 exemption is removed by paragraph (a)
A company that built, or substantially renovated, the home	It is a builder, so the section 2 exemption never applied
A company that acquired the home primarily to sell it, before anyone occupied it	Falls within CRA’s description of a builder
Bare land or anything that is not a residential complex	The individual-seller exemption in section 9 is open only to “an individual or a personal trust”, so it is not available to a company at all

The last row is the cleanest “the seller being a company changes the answer” point in the whole subject, and it is on the face of the statute. For real property that is not a residential complex, the exemption an individual seller would rely on is written for “an individual or a personal trust”. A corporation cannot use it.

That is not the same as saying a company can never sell land without GST. Section 12 of the same Part exempts a sale of farmland to a family member “by a person that is a corporation, partnership or trust”, on conditions. It is narrow, and it is a farm rule, but it exists — so do not let anyone tell you the answer is automatic either way.

You can check one thing yourself in a minute. The Canada Revenue Agency runs a free GST/HST Registry so you can “confirm that the business charging you GST/HST is registered”. You need the first nine digits of the account number, the business name and the transaction date.

Who actually hands the GST to whom

Suppose the sale is taxable. The next question is a separate one, and getting it wrong costs money twice.

Normally a seller collects GST and remits it. Section 221 (2) of the Excise Tax Act lists the cases where a seller of real property “is not required to collect tax”, and two of them matter here.

Who you are, who they are	Who pays the GST, and to whom
You are an individual buying a home, and the selling company is resident in Canada	The company collects the GST from you on completion. The registrant carve-out in paragraph (b) expressly does not apply to “a recipient who is an individual” where the property is a residential complex.
The selling company is a non-resident person	Paragraph (a) applies regardless of who you are. The company does not collect it. You account for the tax yourself.
You are buying through your own company or are otherwise registered, and the property is not a residential complex you are buying as an individual	The seller does not collect. You self-assess under section 228 (4).
You are not registered and have to self-assess	Section 228 (4) (b) applies: pay “on or before the last day of the month following the calendar month in which the tax became payable” and file the prescribed return.

The second row is the one to carry away, because it is the fact pattern this article exists for. If the company on title is non-resident, you do not simply hand the GST over at closing and forget it. And paying it to the seller anyway does not discharge you. The Canada Revenue Agency’s own words, in its memorandum on real property and the GST/HST, are: “Note that if the recipient pays the tax to the supplier in error, the obligation to self-assess the tax under subsection 228 (4) is not relieved.”

One caution if you go and read that memorandum. It is dated October 1997 with a notice of change from January 2002, and the arithmetic examples in it use tax rates that no longer exist. The principle in the sentence above still stands; the numbers beside it do not.

A non-resident corporate seller raises a second, separate issue — the clearance certificate and the holdback your lawyer will keep from the sale proceeds. That is its own subject, and it is covered in the article on buying from a non-resident seller in BC.

Property transfer tax: what changes when the seller is a company

Almost nothing, and that is the useful finding.

Property transfer tax is a tax on the buyer, payable on application to register at a land title office. The rate bands key off the fair market value of the property. The first time home buyers’ exemption and the newly built home exemption both set conditions about you — citizenship or permanent residence, prior ownership, principal residence — and about the property. Neither one has a condition about who is selling.

There is one correlation worth understanding so you do not mistake it for a rule. The newly built home exemption requires that this be the first registration of the property with a completed improvement. In practice that first registration is nearly always a sale by a development company — so the exemption travels alongside a corporate seller without being conditioned on one. Buy the same new house second-hand from its first owner and the exemption is gone, although nothing about the seller changed in law.

A company also cannot be a “related individual” for the family-transfer exemption. The definition in the Property Transfer Tax Act is a list of human relationships — spouse, child, grandchild, great-grandchild, parent, grandparent, great-grandparent and their spouses. There is no reading of it that includes a company.

The 20% that is not in the Act

The additional property transfer tax for foreign entities is 20%, and it is entirely about the buyer. Nothing the selling company is or does affects it.

If you go looking for that figure, look in the right place. Section 2.02 (4) of the Property Transfer Tax Act sets the tax at 15% “unless paragraph (b) of this subsection applies”, and paragraph (b) hands the rate to the regulations. The 20% lives in the Property Transfer Tax Regulation, section 17.02: “For the purposes of section 2.02 (4) of the Act, the rate of tax is 20%.”

So a buyer who reads only the Act comes away with the wrong number. The Province’s own additional property transfer tax page states the 20% and lists the areas it applies to, which include the Metro Vancouver Regional District.

And note the trap in the other direction: a company incorporated in Canada can still be a foreign corporation for this tax if it is controlled by foreign entities. That lands on a buyer’s company, not a seller’s.

The free registry search almost nobody runs

British Columbia keeps a register of who is really behind companies, trusts and partnerships that own land: the Land Owner Transparency Registry.

The Land Title and Survey Authority’s own page on the registry says that “As of April 30, 2021, the public can search the Land Owner Transparency Registry (LOTR) by using an LTSA account”, that “The public can search LOTR by the name of a person or by parcel identifier (PID)”, and — the part people miss — that “Effective April 1, 2024, LOTR searches are free of charge.”

What a member of the public sees is limited to primary identification information. For a corporation that is its name and registered office address, head office address and jurisdiction of incorporation. Full access is reserved for enforcement, taxation and regulatory bodies. It will not hand you a company’s internal affairs, and it is not a substitute for asking questions.

One thing to be clear about, because it is easy to get backwards: the transparency declaration is filed by the transferee. That is you. On an application to register an interest in land, “each transferee must file with the administrator a transparency declaration” saying whether they are a reporting body. If you buy as an individual, it is a short form. If you buy through your own company, more follows.

What to ask for, and when

None of this needs to slow a deal down if it is done in the right order. Your lawyer or notary will handle most of it, but the timing is yours to drive.

When	What to do	Why it matters
Before you write the offer	Note the exact name on title, including the incorporation number if it is a numbered company	A one-digit difference is a different company
Before you remove subjects	Have a registry search done: status, and the date of the last annual report	Catches a company that is dissolved or drifting toward it, while you can still act
Before you remove subjects	Ask, in writing, whether the company is registered for GST and whether it has claimed input tax credits on the property	Decides whether GST is on top of your price
Before you remove subjects	Ask whether the company is a resident of Canada for tax purposes	Changes who hands the GST to whom, and triggers the clearance certificate holdback
Before you remove subjects	Ask whether the company holds the property in trust for anyone else	A registry search will never tell you this
With the contract	Ask for the resolution or authority under which the signer is signing	This is what the witnessing officer’s certification rests on
Any time, free	Run the Land Owner Transparency Registry search on the name or the PID	Shows who is reported as standing behind the company

If you take one thing from this page, take the second row. A registry search costs very little and takes minutes. It is the only step on the list that can turn up a problem which, left until completion, has no quick fix.

Questions people ask

Is it risky to buy a house from a company?

No more than buying from a person, as long as the company is active and the person signing has authority. Most sales by companies in British Columbia complete without incident. The risk is not the company; it is nobody checking the company.

Can I find out who owns the company?

Partly. A registry search gives you the directors, not the shareholders. The Land Owner Transparency Registry gives you primary identification information about who is reported as standing behind the company. Beyond that you have to ask.

The company was struck off years ago. Is the deal dead?

Not necessarily, but it is no longer a conveyancing question. The land escheated to the government on dissolution, and getting it back is a restoration plus, after two years, a Supreme Court vesting order on notice to the government, with the government’s costs to be reimbursed. That is a legal file with its own timetable. Ask for a realistic date before you commit to one.

Does a company seller mean I pay more property transfer tax?

No. The rate bands and the exemptions have no condition about the seller. What a corporate seller can change is GST, which is a different tax and is not part of your property transfer tax calculation.

Do I need a lawyer rather than a notary for this?

Both can conveyance a purchase from a company. If the company is dissolved, or if the authority to sign is contested, that moves past conveyancing and into advice a lawyer gives. The article on choosing a lawyer or a notary in BC sets out the difference.

Should I ask for a certificate of good standing?

You can. It verifies that a BC company is up to date with its annual report and required filings, which is more than a plain search tells you. The fee and the add-on charge differ depending on how it is ordered, so ask your conveyancer whether it is worth it on your file rather than assuming a price.

Read next

• Buying from a non-resident seller in BC — the clearance certificate and the holdback, which a non-resident company seller will trigger.
• Buying a BC home when someone else signs for the seller — the other half of the authority question.
• What happens if the seller dies before completion — a company cannot die, but it can be dissolved, and the delays rhyme.
• A certificate of pending litigation on the title — what to do when somebody else is suing over the property you are buying.
• Do you need a lawyer or a notary to buy a home in BC?

All of the guides are collected at tomjahed.ca/guides. This article is also available in Farsi: خرید خانه در بریتیش کلمبیا وقتی فروشنده یک شرکت است.

General information, not advice on a specific property. This page explains how British Columbia law and federal tax rules generally work when a company sells a home. It is not advice about your transaction, your company or your tax position. Statutes, regulations, registry fees and Canada Revenue Agency practice change, and a company’s status can change between the day you search it and the day you complete. Confirm the current position with the authority that owns it — BC Registries, the Land Title and Survey Authority, the Province for property transfer tax, and the Canada Revenue Agency for GST — and take professional legal and tax advice before you commit money. Every figure and quotation on this page was verified at its primary source on 10 November 2026 and checked again in a separate pass. The BC statutes quoted were current to 3 November 2026; the Excise Tax Act was current to 19 October 2026, last amended 18 June 2026. Last reviewed: November 2026.

Written by Tom Jahed, licensed REALTOR®, Vanak Realty, North Vancouver.