Learn how to prepare a request to revive a corporation under the Canada Business Corporations Act (CBCA).
Although the information provided here will assist you in completing the revival process quickly and accurately, it is not intended to replace legal advice. You may wish to consult a lawyer or other professional advisor to ensure that the specific needs of your corporation are met.
Table of contents
- What is a revival?
- Common situations where a revival should be used
- Who can apply for a revival?
- Can conditions be placed on a revival?
- What is the process to revive a corporation?
- Can my revival application be refused?
- Related information
- What happens to the corporation once it is revived?
- What are my obligations after I revive my corporation?
What is a revival?
A revival allows a corporation dissolved under the CBCA to be restored to its previous legal position in the same manner and to the same extent as if it had not been dissolved. If an application for revival is approved, the corporation is revived on the date appearing on the Certificate of Revival.
A dissolved corporation that is insolvent or bankrupt in accordance with subsection 2(1) of the Bankruptcy and Insolvency Act (BIA) may be revived. However, the revival does not change its status under the BIA.
Common situations where a revival should be used
- The corporation is still operational/conducting business.
- The corporation still needs to deal with property, land or other assets acquired before dissolution.
- The corporation is involved in a court proceeding.
In most other situations, revival of the corporation will be refused. In such cases, a new corporation should be created.
Who can apply for a revival?
Any interested person may apply for the revival of a dissolved corporation, including:
- a shareholder (owner of the shares of the corporation, essentially the business owner or owners)
- a director
- an officer (President, Vice-President, CEO, etc.)
- an employee
- a creditor (for example, Canada Revenue Agency, Revenu Québec or a person who is owed money by the dissolved corporation as a result of a debt)
- a trustee in bankruptcy
- a liquidator
- a person who has a contract with the dissolved corporation (Please note that a lawyer, accountant or other service provider mandated to revive the corporation does not fall under this category.)
- other persons who are not within the categories above, but who have a direct connection to the corporation and a need for the corporation to be revived (for example, executors of an individual’s estate who was a shareholder or director).
A representative of the dissolved corporation, such as a lawyer or accountant, or a representative of a shareholder, director, officer, etc., cannot sign the Articles of Revival. The person signing the Articles of Revival must have a direct relationship with the dissolved corporation.
Can conditions be placed on a revival?
If the revival is approved, Corporations Canada may impose conditions when issuing the Certificate of Revival, especially if the applicant is not a director or officer of the dissolved corporation.
Examples of such conditions may require the applicant to:
- notify the corporation and its directors, officers and shareholders that the corporation has been revived
- advise the corporation and its directors and officers to contact Corporations Canada to determine whether the corporation is up to date with its reporting obligations under the CBCA.
If the corporation is not up to date with its reporting obligations under the CBCA and does not resolve the situation, Corporations Canada can dissolve the corporation in as little as 120 days after the Certificate of Revival issue date. However, Corporations Canada may consider delaying the dissolution of a corporation upon receipt of a written request from an interested person explaining why the corporation is not up to date with its reporting obligations under the CBCA.
What is the process to revive a corporation?
An application for revival must include:
- a completed and signed Form 15 – Articles of Revival (see Federal corporation forms and Instructions for completing Form 15 – Articles of Revival)
- a valid Nuans Name Search Report for the corporate name. The Nuans report is not required if the corporation has been dissolved for less than 2 years or had a numbered name.
- a cover letter containing additional information for the revival and supporting documents (see Instructions for completing Form 15 – Articles of Revival for details on what to include in the cover letter)
- the $250 filing fee (see Services, fees and processing times); filing fee is non-refundable.
Filing articles of revival does not guarantee the application will be approved. Also note that the filing fee applies to the examination of the application, and not for the issuance of a certificate. If the request is refused or is withdrawn by the applicant, there will be no refund of the $250 filing fee.
Date of revival
The corporation is revived as of the date on the Certificate of Revival. This is usually the date that Corporations Canada receives a complete application. You can request a later date when submitting an application for revival.
Can my revival application be refused?
Corporations Canada can refuse to issue a Certificate of Revival if there is a valid reason to do so. Each revival application is carefully reviewed on a case-by-case basis in order to make this decision. An explanation as to why reviving the dissolved corporation is more appropriate than creating a new corporation will be required.
Reasons for refusal
There are a number of circumstances in which Corporations Canada can refuse to issue a revival, including (but not limited to):
- The corporation has been dissolved for a while (for example, more than 2 years) and has not been carrying on business, particularly if the public would be misled.
- The circumstances of the revival are likely to result in the public being misled. The revival restores a dissolved corporation to its previous legal position in the same manner and to the same extent as if it had not been dissolved. The public could believe that the corporation had been in business continually since its incorporation, which is not the case. Usually in this situation, a new corporation should be created instead of reviving the dissolved one.
- The corporation was voluntarily dissolved so there should be no remaining assets or liabilities, and it should not be carrying on business. In such a case, Corporations Canada would consider a revival only in extraordinary circumstances.
- The corporation was dissolved for not paying the incorporation fee.
What happens to the corporation once it has been revived?
What is the effect of revival on the corporation?
When a corporation is revived, the rights, liabilities and obligations arising before and after the dissolution are restored to the revived corporation. The corporation is put in the same position as though it was never dissolved. The corporation benefits from, is bound to and is liable for, all acts taken while the corporation was dissolved. Also, any changes to the internal affairs of the corporation are deemed valid.
Any legal actions regarding the internal affairs of a revived corporation taken between the time of its dissolution and its revival are valid.
What happens to the corporation's articles when it is revived?
When a corporation is revived, its articles remain unchanged from the time the corporation was dissolved.
Contact us to obtain a copy of the articles of the corporation as they existed at the time of dissolution.
If changes were made to the articles of the corporation, they can be updated by:
- reviving the corporation
- filing Form 4 – Articles of Amendment. For more information, please see Guide on amending articles.
What happens to the corporation's name when it is revived?
The corporation must submit Articles of Revival using the same corporate name it had at the time of its dissolution. If the corporation has been dissolved for more than 2 years, Corporations Canada will review the name again to ensure that it is not likely to cause confusion with a name acquired by another business or organization between the date of the dissolution and the date of revival. If this is the case, Corporations Canada will assign a numbered name to the revived corporation and the Certificate of Revival will use that numbered name. The corporation can change this name by amending its articles.
Is the corporation number still valid?
The corporation number identifies the corporation in Corporations Canada's database and does not change upon revival. This number can be found on the certificate of incorporation, amalgamation or continuance. It can also be found in the Corporations Canada online database.
What is the status of the corporation's directors when the corporation is revived?
The public record will show the directors of the revived corporation exactly as they were at the time of dissolution.
If changes were made to the board of directors while the corporation was dissolved, this information must be updated by filing Form 6 – Changes Regarding Directors after the Certificate of Revival is issued.
What is the anniversary date for a revived corporation?
The anniversary date of a revived corporation is the date indicated on the certificate of incorporation, amalgamation or continuance that was issued before the dissolution or in the Corporations Canada online database; it is not the revival date. The anniversary date of the corporation is important because the corporation must file its annual return within 60 days following its anniversary date.
Property that became property of the Crown as a result of the dissolution
On the date of a corporation's dissolution, property that had not previously been disposed of (for example, money, moveable and real property) becomes property of the Crown. That property will be returned to the corporation when it is revived. However, if some or all of the property received on dissolution has been disposed of by the Crown, the corporation will receive an amount equal to the lesser of:
- the value of the property at the date it became vested in the Crown, and
- the amount realized by the Crown from the disposition of the property.
If it is believed that money or property should be returned to a revived corporation:
- A letter requesting its return must be included with the application for revival. Please note that the request for the return of property or money will not be processed until the corporation has been revived.
- The letter must include a description of the property in question and any supporting evidence that it was owned by the corporation at the time of its dissolution. In the case of money or moveable property, the request should indicate whether actual possession of it was ever transferred to His Majesty in Right of Canada.
- The letter must also enclose a statutory declaration by the applicant stating that:
- the applicant is authorized to request the return of the property
- the property was owned by the corporation at the time of the dissolution
- no other person has rights to claim against the property, and
- the revived corporation has the right to receive the whole or a part of the property.
If the request is for the return of money that has been received by the Crown, Corporations Canada will determine whether the money should be returned to the revived corporation. If moveable property is involved, Corporations Canada will contact the relevant government department in order to arrange a process for returning any property. The revived corporation is responsible for following up with the appropriate departments.
Under the Department of Public Works and Government Services Act, the Minister of Public Works and Government Services administers federal real property and, accordingly, has the authority to return real property to the revived corporation. A request for the return of such property should be made to Corporations Canada, attaching evidence that establishes that the land was owned by the corporation at the time of its dissolution and has not been disposed of by His Majesty or otherwise.
Corporations Canada will ask the Department of Public Works and Government Services to arrange for the appropriate document returning the property to the revived corporation.
There can be no return of property where possession by His Majesty was never taken. Instead, Corporations Canada, or another department, will take the necessary steps to waive any rights to the property in question.
What are my obligations after I revive my corporation?
Since it was not possible to file updates while your corporation was dissolved, you will likely need to update your corporation's information (for example, registered office address, list of directors and their addresses) with Corporations Canada following the revival. This will ensure that you continue to receive important communications from Corporations Canada, such as reminder notices for annual returns. If your corporation is not in good standing, your corporation may be dissolved by Corporations Canada for non-compliance in as little as 120 days after the date on the Certificate of Revival.
Do I need to file an annual return?
After the revival, you must file Form 22 – Annual Return for the 2 most current years, along with the filing fee for each year. After you receive your Certificate of Revival, file your annual returns online.
You can receive annual return reminder notices every year. Visit the Online Filing Centre and select "Subscribe: annual return reminders and corporate filing notices".
Do I need to file information on the corporation's individuals with significant control?
Information on the corporation's individuals with significant control (ISCs) must be filed at the same time as the annual return, starting with the 2024 Annual Return.
What if my corporation’s registered office address has changed?
If there has been a change to your corporation’s registered office address, you must file Form 3 – Change of Registered Office Address (file online to change the registered office information).
If the new registered office address is not within the province or territory set out in the corporation's articles, you must amend the articles of your corporation using Form 4 – Articles of Amendment (file online to amend your articles). More information is available in the Guide on amending articles.
Do I need to file changes regarding directors?
If there has been a change in the directors or a change in the residential address or the address of service of a director, you must file Form 6 – Changes Regarding Directors (file online to change director information).
If the number of directors is not within the minimum and maximum range set out in your corporations' articles, you must also amend the articles of your corporation using Form 4 – Articles of Amendment (file online to amend your articles). More information is available in the Guide on amending articles.
Do I need to file articles of amendment?
You can only file Form 4 – Articles of Amendment with Corporations Canada after a Certificate of Revival has been issued. You must file Articles of Amendment if you make changes to any of the following:
- the name of the corporation
- the province or territory in which the registered office is situated
- the classes of shares
- any restriction on share transfers
- the minimum and/or maximum number of directors
- any restrictions on the business that the corporation may carry on
- any other provisions set out in the articles.