Corporations Canada

Steps to Follow to Revive a Corporation

Policy Statement 10.8
March 22, 2010

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This policy is intended only as a guide; it does not replace or take precedence over the CBCA.

The purpose of this policy is to help you submit the information required to obtain approval to revive your corporation. Revival allows a corporation dissolved under the Canada Business Corporations Act (CBCA) to be restored to its previous legal position in the same manner and to the same extent as if it had never been dissolved. A revival retroactively validates the business and affairs of a corporation during the time of its dissolution. More detailed information on the consequences of reviving a corporation is available in the Corporations Canada "Revival Policy" on the Corporations Canada website.

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Revival Procedure

Reviving a corporation that has been dissolved under the CBCA is a three-step process:

  1. The applicant submits an application to Corporations Canada with all the required information.
  2. Corporations Canada reviews the application to determine if:
    1. the corporation would be in compliance with the CBCA(1) if revived, and
    2. the application is complete and not deficient.
  3. If everything is in order, Corporations Canada will issue a Certificate of Revival; or if there are any problems with the application, a deficiency letter will be issued.

An application for a certificate of revival must include the following:

  • Form 15: Articles of Revival;
  • If the corporation has a corporate name, a Canada-biased NUANS report not more than 90 days old. (If the corporation has a numbered name, a NUANS report is not needed.);
  • $200 for the application.

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How do I complete the Form 15: Articles of Revival?

Item 1: Corporation Name

State the corporation name as it appears in the corporation's articles on the date of its dissolution. If the corporation name is not a numbered name (e.g., 1234567 Canada Inc.), you must also include a Canada-biased NUANS report not more than 90 days old. This report is not needed for a numbered name (e.g., 1234567 Canada Inc.).

Item 2: Corporation number

Please indicate the corporation number. The corporation number must be identical to that of the dissolved corporation. The number is located on the certificate of incorporation, amalgamation or continuance, as applicable. You can also find it on the Corporations Canada website under "Search for a Federal Corporation."

Item 3: Interest of applicant

Please state in what capacity the applicant is submitting the Form 15: Articles of Revival. Examples are:

  • shareholder;
  • director;
  • officer;
  • employee;
  • creditor;
  • person with a contractual relationship with the dissolved corporation;
  • trustee in bankruptcy; or
  • liquidator.

Please note that professionals must meet the definition of "interested person" to be an applicant and sign the articles of revival(2) (e.g., be a shareholder, director, officer, or have a contractual relationship with the dissolved corporation). A professional representing a shareholder, director, officer, etc. cannot sign the articles of revival. Please identify clearly that interest.

Signature

Form 15: Articles of Revival must be signed by the interested person. If the interested person is a body corporate (i.e. another corporation), the name must be that of the body corporate and the address must be that of its registered office. Form 15: Articles of Revival must be signed by an individual authorized by that body corporate.


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Obligations on Revival

When the corporation is revived, immediate steps must be taken to ensure that the corporation is in good standing. Otherwise, it may be dissolved by Corporations Canada for non compliance as early as 120 days after the date of this revival.

Annual returns

To be in good standing, the last two outstanding annual returns with prescribed fees must be filed with Corporations Canada. Please note that the information on an Annual Return of a corporation must be as of its Anniversary Date for the year covered. For example, if a corporation's Anniversary Date is January 31, its Annual Return for the year 2007 would provide information as of January 31, 2007.

Change of Registered Office address

If there has been a change in the registered office address, you must file Form 3: Change of Registered Office Address. Corporations Canada will not allow Form 3: Change of Registered Office Address to be filed while the corporation is dissolved (i.e., before the corporation is revived). The form must be signed by an authorized director or officer, or by an individual who has sufficient knowledge of the corporation and who has been authorized by the directors.

If the registered office address is not within the province or territory set out in the corporation’s articles, the articles must also be amended (see Articles of Amendment below).

Changes Regarding Directors

If there has been a change in the directors, you must file Form 6: Changes Regarding Directors. Corporations Canada will not allow Form 6: Changes Regarding Directors to be filed while the corporation is dissolved (i.e., before the corporation is revived). The form must be signed by an authorized director or officer, or by an individual who has sufficient knowledge of the corporation and who has been authorized by the directors.

If the number of directors is not within the minimum and maximum range set out in the corporations’ articles, the articles must also be amended (see Articles of Amendment below).

Articles of Amendment

Form 4: Articles of Amendment can only be filed with Corporations Canada after a corporation has been revived. You will need to file Articles of Amendment with the required $200 fee if changes have been made to the following:

  • Name of the corporation;
  • The province or territory in which the registered office is situated;
  • The class 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.

Please see the Amendment Policy for more information.

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Additional information and how to reach Corporations Canada

For additional information on Corporations Canada's products and services, please visit the Corporations Canada website or call our toll free number 1-866-333-5556.

You can also contact Corporations Canada at:

Client Services Section
Corporations Canada
Industry Canada
9th floor, Jean Edmonds Tower South
Ottawa, Ontario K1A 0C8
Toll free: 1-866-333-5556
Fax: 613-941-0601
Corporations Canada website

(1) The corporate name is available for approval and annual returns have been filed. Return to (1)

(2) Sections 209, 262 and 262.1 of the CBCA. Return to (2)

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