Revive a dissolved corporation

Why corporations get dissolved administratively

Most dissolved corporations did not choose to close. They stopped filing their annual returnsannual returnsMandatory yearly filing with the registry, separate from the tax return. Missing it can lead to dissolution.See definition →, often because the founders moved, changed accountants or assumed that an inactive corporation had nothing to file. After a period of default and one or more notices sent to the registered office, the registry dissolves the corporation on its own initiative. The trigger depends on the jurisdiction of incorporation.

The problem often surfaces at a bad moment: a bank freezes an account, a buyer's lawyer finds that the corporation no longer exists during a sale, a contract cannot be signed, or the CRA still expects returns. While it is dissolved, the corporation cannot carry on business, sign contracts or sue to collect what it is owed, and property still in its name can pass to the Crown. Its debts and tax obligations, on the other hand, do not go away.

A dissolved corporation is usually easy to spot: its status in the registry's public search shows it as dissolved, cancelled or struck off, and the date of dissolution appears in its history. Checking that status before a financing, a sale or the renewal of a major contract avoids discovering the problem when a counterparty's lawyer asks for a certificate of status.

Corporation revival: application and documents

A revival (called restoration in some provinces, such as British Columbia and Saskatchewan) is filed with the registry of the jurisdiction of incorporation. A federal corporation is revived by Corporations Canada even if it operated only in Ontario or Alberta; it then updates its extra-provincial registrations in those provinces. Federally, an interested person, such as a former director, shareholder or creditor, can apply.

• Revival application or articles of revival: the form of the jurisdiction, setting out the corporation's name or number and the person applying.
• Overdue filings: the annual returns missed before dissolution are filed, with their fees. The registry generally will not revive a corporation whose filings remain in default.
• Name search: if the name was released when the corporation was dissolved, another business may have taken it. A NUANS report is part of a federal revival: Revival, amalgamation, NFP continuance (import), all cooperative services, registered intermediary filingssource. If the name is no longer available, the corporation can come back under a new name or a number.
• Registered office and directors: current addresses and directors are confirmed, since notices from the registry go to the registered office.
• Other approvals, depending on the province: some registries ask for additional documents, for example when property passed to the Crown during dissolution.

Once the registry accepts the application, it issues a certificate of revival. In most Canadian jurisdictions, the revived corporation is generally treated as if it had never been dissolved, subject to rights that third parties acquired in good faith in the meantime. A lawyer can explain how that rule applies to a particular contract, property or lawsuit.

British Columbia distinguishes a full restoration, which brings the company back without limit, from a limited restoration, which brings it back for a set period and a specific purpose, such as completing a sale or dealing with a lawsuit. Some statutes also limit how long after dissolution a revival can be requested; those limits are being verified and are not shown here yet.

Government fees for a revival (sourced)

The revival fee itself is only part of the bill. The overdue annual returns, any late filing penalties and the name search are added to it, along with the tax returns the corporation may also owe to the CRA. The amounts below come from each registry's fee schedule and are sourced and dated; the fees for other jurisdictions appear in your quote before you pay.

In Quebec: revoking a striking-off

In Quebec, the Registraire des entreprises strikes an enterprise off the register on its own initiative: Ex officio striking off after two consecutive missed annual updating declarationssource. Effect on a corporation incorporated in Quebec: Can lead to dissolution of a Québec corporationsource. The corporation keeps its Quebec enterprise number (NEQNEQNumber assigned by Quebec’s enterprise registrar on registration. Separate from the federal business number (BN).See definition →), but its file shows it as struck off.

1. 1Overdue annual updating declarationsThe missing annual updating declarations are filed, with their annual fee ($106 per year (filed on time)source). Late filing rules: Late filing: 50% of annual fee; unpaid fee: 5% + 1% per full month (max 12 months)source.
2. 2Application to revoke the striking-offThe application is filed with the Registraire des entreprises. Fee: $134 ($201 priority)source.
3. 3Updated informationThe file confirms the head office, the directors and the ultimate beneficiaries, which must now be declared in Quebec.

Once the striking-off is revoked, the corporation reappears as registered in the enterprise register. A corporation incorporated elsewhere (federally or in another province) that was struck off in Quebec follows the same Quebec route, but it may also need a revival with its own registry if it was dissolved there.

How Incorpo handles your revival

1. 1File reviewYou give us the corporation's name or number and its jurisdiction. We look at its status in the public registry and list the overdue filings.
2. 2Name search where requiredWe order the name search the registry requires and tell you if the former name is still available.
3. 3Application and overdue filingsWe prepare the revival application (or, in Quebec, the application for revocation) and the overdue annual returns. You review them before filing.
4. 4Filing and feesWe file with the registry and pay the government fees on the corporation's behalf.
5. 5Certificate in your accountThe certificate of revival is added to your account with the minute bookminute bookOfficial record holding a corporation’s articles, by-laws, resolutions and registers.See definition →, and the annual return reminders start again.

Incorpo does not prepare tax returns and does not give legal or tax advice. Overdue T2 or CO-17 returns belong with an accountant; a revival tied to litigation, a property transfer or a creditor's claim is a matter for a lawyer.