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Cancellation of articles or certificates

In this policy, you will find explanations on how to apply to cancel a certificate and articles for your business or not-for-profit corporation. For cooperatives, email us at ic.corporationscanada.ic@ised-isde.gc.ca.

Note

This policy is intended to provide information and set out guidelines. It is not a binding statement of what decision will be made on a particular application. It also is not intended to replace legal advice. You may wish to consult a lawyer or other professional to ensure that the specific needs of your corporation are taken into consideration when making an application.

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What is a cancellation?

Corporations Canada will cancel the certificate and articles if it receives a court order.

The cancellation of the certificate and articles returns the corporation to the situation it was in before the certificate and articles were issued, as if they had never been in effect.

All documents filed with Corporations Canada, even those that have been cancelled, are part of the corporate records held by Corporations Canada. No articles, certificates or other documents, even those cancelled, will be removed from these records.

If the cancellation request is accepted, the corporation must make the necessary changes in its corporate records and must inform third parties who may have relied on the cancelled certificate and articles.

The fee paid for the cancelled certificate and articles will not be refunded.

Under what circumstance will Corporations Canada approve the cancellation of a certificate and articles of my corporation?

Corporations Canada will approve the cancellation of your corporation's articles or certificates under the following circumstances:

1. Court order

A court order is appropriate when the cancellation may prejudice shareholders, members (if a not-for-profit) or creditors. Your corporation or another interested party may ask a court to order the cancellation of the articles or certificate. The court may order the cancellation of the certificate and articles. It may also determine the rights of the parties and any other order that the court thinks fit.

In the following situations, Corporations Canada is of the opinion that the cancellation could prejudice shareholders, members or creditors and strongly recommends that the corporation obtain an order from the Court to cancel the certificate or articles:

How to file a request to cancel a certificate and articles further to a court order

Your request must include:

  • The corporate name and corporation number
  • Contact information, including an email address, of the person making the request
  • The name of the certificate and articles you would like to cancel, and the effective date of the certificate
  • Indicate that the request is made further to a court order and attach the court order
  • The filing fee

Send your request by email or mail (no form required).

2. Specific circumstances established by law

Specific circumstances are prescribed by subsection 265.1(1) of CBCA and subsection 289(1) of the NFP Act.

Corporations Canada may approve a request for cancellation under the following circumstances, if it is satisfied that the cancellation will not prejudice the shareholders, members or creditors of your corporation:

  1. Corporations Canada made an error in the certificate or articles.

    Example: An application for incorporation was submitted online and the computer system issued two Certificates of Incorporation in error instead of just one. The second Certificate of Incorporation may be cancelled.

  2. Corporations Canada did not have the authority required to issue the certificate or articles.

    Examples:

    • Corporations Canada administratively dissolved a corporation for failing to file its annual returns, yet the annual returns had been filed. The Certificate of Dissolution may be cancelled.
    • Corporations Canada issued a Certificate of Amalgamation, and one of the amalgamating corporations was incorporated under a provincial law. Corporations Canada did not have the authority to issue the Certificate of Amalgamation. The Certificate of Amalgamation may be cancelled.
  3. There is an obvious error in the certificate or articles.

    An obvious error is one that appears on the face of the certificate or articles, requiring the certificate or articles be cancelled. This situation would occur infrequently, as generally an application for correction is filed to correct an obvious error.

How to file a request to cancel a certificate and articles

3. Any other reason

The following text relates to circumstances other than those prescribed by subsection 265.1 (1) of CBCA and subsection 289(1) of the NFP Act.

Corporations Canada may in its sole discretion cancel certificates and articles. Your application for cancellation must meet the following conditions:

How to file a request to cancel a certificate and articles

Can Corporations Canada request that my corporation's certificate and articles be cancelled?

Corporations Canada can cancel certificates and articles that have been incorrectly issued. For example, Corporation Canada might cancel a certificate issued to a dissolved corporation or to a financial corporation that is not allowed to be incorporated under the Act. In this case, Corporations Canada will contact your corporation and indicate the steps to be taken and documents to be provided to cancel the certificate and articles.

Can Corporations Canada refuse to cancel articles or a certificate?

Corporations Canada can refuse to cancel the certificate and articles if it is not satisfied that all the conditions for the cancellation are met.

When all the conditions for the cancellation are not met, an amendment to the articles could be more appropriate.

If it is difficult to meet all of the conditions or if the cancellation could prejudice shareholders, members or creditors, it is strongly suggested that you obtain a court order to cancel the certificate and articles.

Corporations Canada will refuse to cancel the certificate and articles due to errors in judgment.

Examples:

What happens after I submit my request?

The review of a request for cancellation will be based on the information and documentary evidence that you have provided to satisfy the conditions for cancellation.

If Corporations Canada determines that your request does not meet all the conditions, then Corporations Canada will return you the request with a letter indicating that additional information or evidence should be provided.

Corporations Canada may ask you for additional information or documentary evidence at any time.

See Steps after submitting your application

Can I appeal Corporations Canada's decision with the Court?

Any person who believes he or she has been prejudiced by the decision Corporations Canada to cancel or to refuse to cancel a certificate or articles may appeal the decision with the Court.

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