Discovering that a Canadian corporation has been dissolved can create an immediate problem for business owners, directors, shareholders, creditors and other parties connected with the company. A dissolved corporation may still be associated with business assets, contracts, bank accounts, real estate, intellectual property, receivables, liabilities or an operating business that its owners want to continue. Fortunately, dissolution does not always mean that the corporation must be abandoned permanently. Depending on the jurisdiction, circumstances and reason for dissolution, it may be possible to revive, restore, reinstate or reconstitute a dissolved Canadian corporation and return it to active corporate status.
The terminology and procedure are not identical throughout Canada. A federally incorporated company follows the revival process administered by Corporations Canada. Provincial corporations follow the legislation and Corporate Registry procedures of the province in which they were incorporated. British Columbia commonly uses the term restoration, while Quebec uses reconstitution. Other jurisdictions use revival, restoration, reinstatement or related terminology according to their legislation and registry procedures.
For this reason, a Canada company revival should begin by identifying the corporation’s jurisdiction of incorporation and determining its exact Corporate Registry status. The procedure that applies to an Ontario corporation is not automatically the procedure that applies to a British Columbia, Alberta, New Brunswick or federal corporation.
CFS Canada provides Canadian Corporation Revival and Corporate Registry Services for business owners who need assistance restoring dissolved corporations in Canada. Our services can include corporate status research, Corporate Registry searches, name searches or NUANS reports where applicable, preparation and coordination of revival or restoration documentation, outstanding Corporate Registry filings where required, and related corporate maintenance services.
CFS Canada has assisted Canadian and international entrepreneurs and businesses with corporate registration and Corporate Registry services since 2004. If your Canadian corporation has been dissolved, our first objective is to determine what happened to the corporation and identify the appropriate route for returning it to active status.
Canada Company Revival Services for Dissolved Corporations
A corporation is a legal entity created under federal, provincial or territorial legislation. Once incorporated, it must continue satisfying the Corporate Registry requirements imposed by its jurisdiction. These requirements can include Annual Returns, maintenance of registered office information, director information and other corporate filings.
When a corporation fails to satisfy applicable requirements, the Corporate Registry may eventually dissolve the corporation. A corporation can also be dissolved voluntarily, through court proceedings or under other circumstances established by the governing corporate legislation.
The reason for dissolution matters because not every dissolved corporation can necessarily be restored through the same administrative procedure. The date of dissolution can also matter. Some jurisdictions impose time limits, additional name-search requirements, court procedures or other conditions depending on how long the company has been dissolved and why the dissolution occurred.
A professional Canada company revival therefore begins with the corporation itself rather than with a generic form. The legal name, corporation number, jurisdiction, date and reason for dissolution, outstanding filings and intended reason for revival should be identified before the appropriate application is prepared.
What Does It Mean to Revive a Canadian Corporation?
Corporate revival generally refers to the process through which a dissolved corporation is returned to legal existence or active corporate status according to the legislation governing that corporation.
The effect can be considerably more important than simply changing an online registry status from “dissolved” to “active.” Revival legislation can restore significant aspects of the corporation’s previous legal position, subject to statutory conditions, third-party rights and other limitations.
For example, under the Canada Business Corporations Act, a revived federal corporation can be restored to its previous position in law, including rights and privileges, and can again become liable for obligations that would have existed had it not been dissolved. Provincial legislation can provide comparable effects, although the precise rules vary by jurisdiction.
This continuity is one of the principal differences between reviving a dissolved corporation and incorporating a new company.
Why Canadian Corporations Become Dissolved
One of the most common causes of involuntary corporate dissolution is failure to maintain Corporate Registry obligations. Business owners sometimes believe that filing a corporate income tax return with the Canada Revenue Agency automatically maintains the company’s provincial or federal corporate registration. Corporate tax compliance and Corporate Registry compliance, however, are separate responsibilities.
A corporation may have submitted its tax returns while failing to file required Annual Returns with its Corporate Registry. Conversely, a corporation may have maintained its registry filings while having separate tax obligations that still require attention.
Problems can also arise when the registered office is outdated. Registry notices may continue going to an old address after a company relocates. A former accountant, employee or service provider may previously have handled Annual Returns, but responsibility can be lost when that relationship ends. A corporation may also stop operating temporarily and its owners may incorrectly assume that no filings are required while the business is inactive.
Years later, the owners may discover the dissolution when they attempt to reopen operations, obtain financing, sell property, access a corporate asset or enter a new contract.
Revive a Corporation That Is Still Conducting Business
A particularly important situation occurs when the business continues operating without realizing that the corporation has been dissolved.
Customers may still be paying invoices, employees may still be working, bank accounts may remain open and contracts may continue being performed. The owners can therefore be surprised to discover through a corporate search that the entity through which they believed they were operating is no longer active.
The problem should be addressed promptly. The precise legal consequences depend on the jurisdiction and circumstances, but continuing business through a dissolved entity should not simply be ignored.
For federal corporations, Corporations Canada specifically recognizes continued operation as one of the situations in which revival may be appropriate. A revival application may require supporting evidence demonstrating the corporation’s continued operations.
CFS Canada can assist with identifying the corporation’s current status and coordinating the appropriate revival procedure.
Revive a Canadian Corporation That Owns Property or Assets
Another major reason for corporate revival is the existence of property or other assets associated with the dissolved company.
The corporation may own real estate, vehicles, intellectual property, investments, equipment or other assets. A dissolved corporation may also be owed money or possess contractual rights that need to be exercised.
Corporate dissolution legislation can contain specific provisions governing property following dissolution. Depending on the jurisdiction, property can become subject to Crown or other statutory rules, particularly after certain periods have elapsed.
Consequently, a property-related revival should be addressed carefully. The Corporate Registry process can restore the corporation, but significant property, litigation or tax issues may also require specialized legal or accounting advice.
CFS Canada can manage the corporate revival component while the company’s professional advisers address any separate legal, tax or property issues associated with the particular case.
Canadian Corporation Revival for Contracts, Banking and Transactions
A corporation may also need to be revived to complete a transaction.
A bank may discover the dissolved status during a compliance review. A purchaser may require evidence that the corporation selling an asset remains active. A customer may request a Certificate of Status. A lender may perform a Corporate Registry search before advancing funds. A corporation may need to commence or continue legal proceedings.
These situations can make revival urgent.
Rather than forming a new company and assuming that the new corporation automatically replaces the old one, the owners should determine whether the original corporation needs to be revived. Assets, contractual rights and historical obligations associated with the dissolved corporation do not automatically transfer to a newly incorporated entity simply because it has similar shareholders or a similar name.
Canada Company Revival Versus Incorporating a New Corporation
A revival and a new incorporation are fundamentally different corporate procedures.
When you incorporate a new company, a new legal entity is created. It receives a new corporate identity and begins its own corporate history. The fact that its shareholders or directors are the same people who controlled a dissolved corporation does not automatically make the new company the same legal entity.
A revival, restoration or reconstitution is intended to return the original corporate entity to legal existence or active status according to the applicable legislation.
This distinction can be particularly important where the dissolved corporation owns assets, has contractual rights, owes or is owed money, is involved in litigation or has continued operating.
Before incorporating a replacement company, determine whether the commercial objective actually requires restoration of the original corporation.
Corporate Status Search Before a Canada Company Revival
The first practical step in many corporate revival matters is confirming the company’s current registry information.
CFS Canada can use the corporation’s legal name and corporation number to identify its jurisdiction and review available Corporate Registry information. Depending on the jurisdiction and circumstances, additional corporate profile, status or historical searches may be appropriate.
This preliminary review can identify the dissolution date, confirm the legal corporate name and reveal information needed to prepare the revival application.
The process is particularly valuable where the owners have lost their Minute Book or original incorporation documents. Rather than preparing a filing from memory, the Corporate Registry record provides an authoritative starting point for reconstructing the company’s corporate information.
Outstanding Annual Returns and Corporation Revival in Canada
Outstanding Annual Returns frequently form part of a corporate revival matter.
A corporation may have been dissolved precisely because Annual Returns were not filed. Depending on the jurisdiction, outstanding returns or other defaults may need to be remedied before, during or following revival.
For example, Alberta’s revival procedure requires Annual Returns for years in which they were not submitted before and after dissolution. Manitoba’s Companies Office instructs corporations seeking revival to file Articles of Revival together with outstanding Annual Returns. Federal corporations that are successfully revived must address specified outstanding annual filings and update registered office or director information where required.
The precise requirement should therefore be verified for the corporation’s jurisdiction rather than applying a single national rule.
NUANS and Corporate Name Searches for Canada Company Revival
A corporate name that existed when the company was active may create an issue when the corporation is revived years later.
During the dissolution period, another corporation or business may have acquired a confusingly similar name. For this reason, a NUANS report, name reservation or jurisdiction-specific name search can become part of the revival or restoration process.
The timing rules vary. For example, Corporations Canada generally requires a current NUANS report for a named federal corporation that has been dissolved for two years or more, while Alberta requires an Alberta NUANS report in applicable revival cases when a corporation has been dissolved for three or more years. Manitoba requires a name reservation when a corporation has been dissolved for more than 180 days.
These differences illustrate why there is no single universal “Canada revival form.” The jurisdiction must be identified first.
Federal Corporation Revival in Canada
A corporation incorporated under the Canada Business Corporations Act follows the federal revival process administered by Corporations Canada. An interested person with the required direct relationship to the dissolved corporation can apply using Form 15 – Articles of Revival. Corporations Canada also requires a cover letter explaining why revival is appropriate and supporting documentation. A NUANS report is generally required for a named corporation that has been dissolved for two years or more, while numbered corporations and corporations dissolved for less than two years are generally exempt from that NUANS requirement. Corporations Canada reviews applications individually and can refuse revival where there is a valid reason, so federal revival should not be treated as an automatic filing. When approved, a Certificate of Revival is issued and the corporation is restored according to the Canada Business Corporations Act. Federal corporations that need to resume operations, deal with property or participate in legal proceedings are among the situations in which revival can be particularly relevant.
Ontario Corporation Revival
An Ontario corporation revival is available in specified circumstances for corporations dissolved under Ontario’s Business Corporations Act. Ontario states that an interested person, such as an officer, director, shareholder, creditor or estate trustee of a shareholder, may apply for revival where the corporation was dissolved under the applicable administrative dissolution provisions, subject to the statutory requirements and time limits. Ontario currently identifies a period of up to 20 years from the date of dissolution for the relevant revival process. Upon revival, and subject to statutory limitations and rights acquired during the dissolution period, the corporation can be deemed for corporate purposes not to have been dissolved. Certain corporations cancelled for cause cannot use the ordinary administrative revival route and may require a Private Act instead. Consequently, an Ontario company revival should begin by confirming exactly how and when the corporation was dissolved.
British Columbia Company Restoration
British Columbia generally uses the terminology company restoration rather than simply company revival. A dissolved B.C. company may qualify for restoration through the procedures established under the British Columbia Business Corporations Act. B.C. recognizes both limited restoration and full restoration, and the correct route depends on why the company needs to be restored. Limited restoration can be useful where a dissolved company needs to complete specific legal transactions, such as dealing with taxation issues, transferring or removing assets, or addressing property still registered in the company’s name. Limited restoration can remain effective for a period of up to two years, after which the company is automatically dissolved again unless the applicable steps are taken. Certain cases require a court application, including circumstances involving assets that have escheated to the Crown or older B.C. company dissolutions. A British Columbia restoration should therefore be evaluated according to the dissolution date, assets involved and whether the company requires temporary or permanent restoration.
Alberta Corporation Revival
An Alberta corporation revival is available to an interested person when the applicable requirements are satisfied. Alberta currently provides that an application to revive an Alberta corporation must generally be made within 10 years of the original date of dissolution. The process can involve Articles of Revival, Notice of Address, Notice of Directors, Agent for Service information and Annual Returns for years in which required returns were not submitted. If the corporation has been dissolved for three or more years, an Alberta NUANS report may also be required to identify potentially conflicting corporate names established after dissolution. Alberta distinguishes revival of an Alberta corporation from reinstatement of an extra-provincial corporation whose Alberta registration was cancelled. CFS Canada can assist in determining which process applies and coordinating the corporate documents required to restore the Alberta corporation.
Saskatchewan Corporation Revival
Saskatchewan provides a corporation revival process through its Corporate Registry. Saskatchewan describes revival as restoring a dissolved corporation to its previous legal position in the same manner and to the same extent as though it had not been dissolved, with the corporation revived on the date appearing on the Certificate of Revival. The Corporate Registry revival process requires corporate and applicant information and can involve the corporation’s reserved name or a numbered name, entity information, Articles, Saskatchewan registered office information and director or officer information. Saskatchewan corporations should also ensure that their current registered office and corporate information satisfy the registry requirements when the revival is completed. Because name and filing requirements can depend on the corporation’s circumstances, a status review should be completed before the revival application is submitted.
Manitoba Corporation Revival
A Manitoba corporation revival is handled through the Manitoba Companies Office. Manitoba specifically identifies failure to file Annual Returns for two consecutive years as one of the circumstances in which the Companies Office may involuntarily dissolve a corporation, along with other statutory defaults. To restart a dissolved Manitoba corporation, the Companies Office instructs applicants to file a Request for Name Reservation when the corporation has been dissolved for more than 180 days and to file Articles of Revival with outstanding Annual Returns. The name reservation period and outstanding corporate filings should therefore be considered before preparing the Articles of Revival. For a Manitoba corporation that has been inactive for a significant period, CFS Canada can coordinate the registry review, name reservation where required, outstanding corporate maintenance filings and Articles of Revival process.
Quebec Corporation Reconstitution
Quebec uses the term reconstitution for the process of restoring a dissolved Quebec business corporation. The Registraire des entreprises describes reconstitution as the legal action through which a dissolved Quebec corporation is reformed or constituted again. Following reconstitution, the corporation retains the Quebec Enterprise Number (NEQ) that it held before dissolution. Subject to the applicable legislation, conditions imposed by the Registraire and rights acquired by third parties after dissolution, the reconstituted corporation can be deemed never to have been dissolved, and its Articles remain those of the dissolved corporation. An interested person can request reconstitution from the Registraire using the applicable Demande de reconstitution procedure. Businesses searching in English for “Quebec company revival” or “revive a Quebec corporation” should therefore understand that the official Quebec process is generally described as reconstitution of the corporation.
New Brunswick Corporation Revival
A New Brunswick corporation revival is available under the New Brunswick Business Corporations Act. Where a corporation has been dissolved, an interested person may apply to the Director to have the corporation revived by submitting Articles of Revival in the form provided by the Director. Upon receipt of the Articles of Revival, the Director may issue a Certificate of Revival. New Brunswick revival can be relevant when the owners want to resume business through the original corporation, recover the company’s active registry status, deal with assets or complete transactions involving the dissolved entity. Depending on the corporation’s history and name, a corporate name search or NUANS-related step may also become relevant. CFS Canada can begin by reviewing the New Brunswick corporation’s registry status and then coordinate the required corporate search, revival documentation and related filings.
Nova Scotia Company Revival or Restoration
A dissolved Nova Scotia company should first be reviewed through the Nova Scotia Registry of Joint Stock Companies to determine its legal status, the legislation under which it was organized and the procedure available for returning it to active status. Nova Scotia corporate structures and historical registrations can differ from corporations formed under modern Business Corporations Acts in other Canadian jurisdictions, so owners should not assume that a federal, Ontario or New Brunswick Articles of Revival procedure can simply be copied for a Nova Scotia company. The appropriate route can depend on the type of entity, the reason it ceased to be active, the applicable corporate statute and the Registry’s requirements. CFS Canada can assist with the initial Nova Scotia corporate search and determine the Corporate Registry procedure and supporting documents required to return an eligible company to active status.
Prince Edward Island Corporation Revival
A Prince Edward Island corporation revival should begin with a review of the corporation’s current status in the PEI Corporate Registry and the reason for its dissolution. As with other Canadian jurisdictions, the appropriate process depends on the corporate legislation governing the entity, its filing history and the circumstances that caused it to cease being active. Name availability, outstanding registry filings and updated corporate information may need to be addressed as part of returning the corporation to active status. Rather than assuming that the same Articles of Revival used federally or in another province apply automatically in Prince Edward Island, the corporation’s PEI registry record should be reviewed and the current provincial procedure confirmed. CFS Canada can coordinate that preliminary status review and the applicable corporate restoration or revival filing.
Newfoundland and Labrador Corporation Revival
Newfoundland and Labrador provides an Articles of Revival process under its Corporations Act. The provincial Registry of Companies identifies Form 16 – Articles of Revival, under section 331 of the Corporations Act, for the revival of a dissolved body corporate. The form identifies the dissolved corporation, corporation number, reasons for dissolution, applicant’s interest in the revival and applicant information. Corporate name availability can also become relevant because Newfoundland and Labrador’s name policy recognizes that a name acquired by another corporation during the dissolution period can affect the name of the revived corporation. A Newfoundland and Labrador corporation that needs to resume operations or deal with historical corporate matters should therefore confirm its registry status and name position before completing the revival process.
Yukon Corporation Revival
Yukon provides a formal corporation revival process under its Business Corporations Act. Yukon lists Articles of Revival among the forms used to administer a business corporation and notes that revival may require a new application for name reservation. The territorial fee schedule also specifically provides for issuance of a Certificate of Revival. The exact filing requirements should be confirmed according to the corporation’s dissolution history, name and current registry record. A Yukon corporation that has been dissolved but needs to resume operations, address assets or complete another corporate transaction can therefore investigate revival of the original corporation rather than automatically creating a replacement entity. CFS Canada can assist with the corporate status review, name process where applicable and preparation and coordination of the revival documentation.
Northwest Territories Corporation Revival
The Northwest Territories provides a formal Articles of Revival procedure under its Business Corporations Act. The NWT Corporate Registries currently lists Form 12 – Articles of Revival. The application identifies the dissolved corporation, the reasons for dissolution, the applicant’s interest in the corporation and the reason revival is requested. Where the corporation was dissolved for specified statutory defaults, the Articles of Revival must be accompanied by evidence satisfactory to the Registrar that the default has been remedied, which can include outstanding Annual Returns, fees or registered office requirements. Upon satisfaction of the statutory process, a Certificate of Revival can be issued and, subject to applicable conditions and third-party rights, the corporation can be treated as having continued in existence. CFS Canada can coordinate the NWT registry review and revival documentation for an eligible territorial corporation.
Nunavut Corporation Revival
A Nunavut corporation revival should begin by confirming the corporation’s current status with Nunavut Legal Registries and determining the statutory reason for dissolution. Nunavut maintains its own territorial Corporate Registry framework, and a Nunavut corporation should therefore be restored according to the requirements applicable in the territory rather than by submitting documents intended for a federal corporation or another province. Depending on the corporation’s history, the revival process may require addressing outstanding Corporate Registry matters, current corporate information and any name or filing requirements identified by the registry. Companies with an operational, property or transactional reason for restoring a dissolved Nunavut corporation should establish the exact filing requirements before submitting the application. CFS Canada can assist with the registry review and coordinate the applicable Nunavut corporate revival process.
One Canadian Corporation Does Not Need to Be Revived in Every Province
A Canadian corporation is revived in the jurisdiction under whose legislation it was incorporated. An Ontario corporation is not normally “revived in Canada” by filing separate revival applications in every province. It is revived under the Ontario corporate framework. A British Columbia company follows the B.C. restoration procedure. An Alberta corporation follows Alberta’s revival process. A federal corporation applies through Corporations Canada.
This distinction is especially important when a corporation previously had extra-provincial registrations.
For example, an Alberta corporation may have been registered to do business in British Columbia, Saskatchewan or Manitoba. If the Alberta corporation was dissolved, the corporation itself may first need to be revived in Alberta. Its extra-provincial registrations in other jurisdictions may then need to be reinstated, restored or registered again according to the rules of those jurisdictions.
The home-jurisdiction revival and an extra-provincial reinstatement are related but distinct corporate registry processes.
Revival Versus Reinstatement of an Extra-Provincial Registration
The distinction between the corporation itself and its extra-provincial registrations is critical.
Suppose a British Columbia corporation previously registered to do business in Alberta. If its Alberta extra-provincial registration is cancelled while the B.C. corporation itself remains active, the company does not need to “revive the corporation in Alberta.” The legal corporation still exists in British Columbia. What may need to be reinstated is its Alberta registration.
Conversely, if the corporation itself has been dissolved in British Columbia, restoration of the B.C. company may be necessary before its registrations elsewhere can be addressed.
CFS Canada provides both corporate revival/restoration services and extra-provincial or extra-territorial registration services, allowing the different components of a company’s Canadian registry structure to be coordinated.
Reviving a Numbered Canadian Corporation
Numbered corporations can sometimes have simpler name considerations during revival because there is no distinctive corporate name to compare against newly established businesses.
For example, Corporations Canada does not generally require a NUANS report for a numbered federal corporation when applying for revival. Other jurisdictions have their own procedures and should be reviewed individually.
A numbered company still needs to satisfy the substantive revival requirements. The absence of a distinctive name does not eliminate the need to determine why the corporation was dissolved, identify outstanding Corporate Registry matters and complete the appropriate revival documents.
Reviving a Named Canadian Corporation
Named corporations require additional attention to name availability.
A company may have operated under a distinctive corporate name for many years before dissolution. During the period in which the corporation was dissolved, another business may have acquired rights to an identical or confusingly similar name.
The Corporate Registry may therefore require a name search, NUANS report or name reservation depending on the jurisdiction and length of time since dissolution.
This is why CFS Canada considers the corporation’s name as part of the revival review rather than assuming that the historical corporate name will automatically be restored in every case.
How Long Can a Corporation Be Dissolved Before Revival?
There is no single Canada-wide time limit.
Alberta currently provides an administrative revival route within 10 years of the original dissolution date for the applicable Alberta corporation process. Ontario identifies a 20-year period for corporations dissolved under specified provisions. Other jurisdictions have their own legislation, procedures and potentially different consequences depending on how long the company has been dissolved.
The age of the dissolution can also affect name-search requirements and property consequences even where revival remains possible.
A business owner should therefore avoid assuming that a corporation is either permanently lost or automatically revivable simply because a certain number of years have passed. The exact jurisdiction and dissolution history must be checked.
Can a Voluntarily Dissolved Corporation Be Revived?
The reason for dissolution can significantly affect the answer.
A corporation that was involuntarily dissolved for failing to file Annual Returns presents a different situation from a corporation whose owners deliberately completed a voluntary dissolution after distributing its assets and settling its obligations.
Corporations Canada, for example, indicates that revival of a voluntarily dissolved federal corporation is generally considered only in extraordinary circumstances because a properly completed voluntary dissolution should ordinarily leave no remaining assets or liabilities.
Other jurisdictions may apply their own statutory rules.
Consequently, CFS Canada needs to identify whether the dissolution was administrative, voluntary, court ordered or resulted from another statutory process before determining the appropriate revival route.
Who Can Apply for a Canadian Corporation Revival?
Many Canadian corporate statutes allow an interested person to seek revival, but the exact definition and filing requirements differ.
An interested person can commonly include a shareholder, director, officer, creditor or another person with a legally recognized connection to the dissolved corporation. Federal law includes several categories of persons who can qualify, while provincial statutes establish their own definitions and procedures.
The applicant should not assume that a professional service provider can simply substitute itself for the interested person in every jurisdiction. Under the federal process, for example, the person signing the Articles of Revival must have the required direct relationship with the dissolved corporation.
CFS Canada can prepare and coordinate the filing while ensuring that the appropriate applicant executes documents where the registry requires the interested party’s signature.
What Information Is Needed to Revive a Canadian Corporation?
The starting information is generally straightforward.
CFS Canada should receive the corporation’s full legal name, corporation number, jurisdiction of incorporation and any available information regarding the date or reason for dissolution. Names and current addresses of directors can also be important, particularly where corporate records need to be updated.
If available, the owner should provide the Certificate of Incorporation, Articles of Incorporation, previous Annual Returns, Corporate Profile, Minute Book, dissolution notice or any other registry correspondence.
Missing documents do not necessarily prevent the process from beginning. Corporate Registry searches can often be used to reconstruct essential corporate information.
How Much Does Canada Company Revival Cost?
There is no universal Canadian revival fee because corporations are revived under different federal, provincial and territorial systems.
The total cost can include government revival or restoration fees, Corporate Registry searches, name searches or NUANS reports, outstanding Annual Return filing fees, restoration notices, professional preparation fees and, in some cases, court or legal costs.
A straightforward administrative revival can therefore be very different from restoring a corporation that has been dissolved for many years and has property that has become subject to statutory Crown rules.
CFS Canada can review the corporation first and identify the applicable registry components before confirming the complete service required.
How Long Does Canada Company Revival Take?
Processing time also depends on jurisdiction and complexity.
A corporation with clear records and a straightforward administrative dissolution can be substantially easier to process than a company with missing records, a conflicting name, numerous outstanding filings or a situation requiring court involvement.
Urgency is another reason to avoid waiting until a major transaction is about to close. If a dissolved corporation owns property that must be sold, needs to enter a contract or has an approaching litigation or financing deadline, the revival process should begin as soon as the problem is discovered.
Providing accurate corporate information at the beginning can help prevent unnecessary delays.
What Happens After a Canadian Corporation Is Revived?
Receiving the Certificate of Revival, restoration or reconstitution is not necessarily the end of the company’s corporate administration.
Outstanding Annual Returns may need to be filed. Registered office information may need to be updated. Director information may need correction. Corporate records may need to be reconstructed. Beneficial ownership or individuals-with-significant-control requirements may apply according to the jurisdiction.
The business should also determine why dissolution occurred and create a system to prevent it from happening again.
If the company is going to resume business, its owners should separately review tax accounts, licences, permits, insurance and other operational requirements that may have changed while the corporation was inactive.
Corporate revival restores the corporate entity according to the applicable legislation; it does not automatically reactivate every external licence, tax account or regulatory authorization the business may once have held.
Corporate Revival and Corporate Tax Returns Are Separate
One of the most important distinctions for business owners is that Corporate Registry Annual Returns and corporate income tax returns are not the same filing.
A provincial or federal Annual Return maintains information with the corporation’s registry. A corporate income tax return is filed with the appropriate tax authority.
Reviving a corporation through a Corporate Registry does not automatically resolve outstanding corporate income tax matters. Similarly, filing tax returns does not necessarily restore a corporation that has already been dissolved by its Corporate Registry.
Businesses with both registry and tax problems should address each system separately.
CFS Canada Company Revival and Corporate Registry Services
CFS Canada has assisted Canadian and international entrepreneurs with Canadian corporate registration and Corporate Registry services since 2004.
Our Canada Company Revival service begins with identifying the corporation and determining the jurisdiction and current registry status. We can then establish which revival, restoration, reinstatement or reconstitution procedure applies and identify the supporting corporate documents required.
Depending on the corporation and jurisdiction, our services can include Corporate Profile and status searches, NUANS reports and name searches, name reservations, Articles of Revival, restoration applications, outstanding Corporate Annual Returns, registered office updates, director updates, Corporate Registry filings and ongoing corporate maintenance services.
This national approach is particularly useful for business owners who know that their corporation has been dissolved but do not know which forms, searches or filings are required to bring it back into active status.
Revive Your Dissolved Canadian Corporation With CFS Canada
If your Canadian corporation has been dissolved, do not automatically incorporate a replacement company before determining whether the original corporation should be revived.
Whether your corporation was incorporated federally, in Ontario, British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, the Northwest Territories or Nunavut, the first step is identifying the corporation’s current status and the procedure available in its jurisdiction.
CFS Canada can assist with Canada Company Revival, Corporation Revival, Company Restoration, Corporate Reinstatement and Quebec Corporation Reconstitution services, together with the supporting Corporate Registry work required to return eligible corporations to active status.
To begin, send CFS Canada:
Your corporation’s full legal name, corporation number, province, territory or federal jurisdiction of incorporation, names and current addresses of the directors, and any information or documents you have regarding the corporation’s dissolution.
If you no longer have the complete corporate file, send us the information you do have. We can begin with a Corporate Registry search and determine the corporation’s current status.
From there, CFS Canada can identify whether a NUANS report, name reservation, Corporate Profile, outstanding Annual Returns, Articles of Revival, restoration application or other Corporate Registry documents are required and coordinate the appropriate process.
Your corporation may have spent months or years in dissolved status, but that does not necessarily mean that the original corporate entity must be abandoned. Where revival or restoration is available and appropriate, CFS Canada can help you bring the corporation back into active status and establish the corporate maintenance structure needed to keep it compliant going forward.
CFS Canada — Canada Company Revival and Corporate Registry Services Since 2004.
Contact CFS Canada today to begin the revival, restoration or reconstitution of your dissolved Canadian corporation.
If you have any general questions, feedback or other inquiries, contact us and a customer service representative will gladly assist you.
