Revive a Dissolved Corporation
File Articles of Revival to restore a dissolved corporation to active status. A federal corporation can be revived whether it was dissolved voluntarily or by the registrar; an Ontario corporation can be revived only if the Director dissolved it, for example for unfiled annual returns. Revival restores the corporation's legal personality and the right to carry on business.
$249 CAD + applicable tax + government filing fees (pass-through). Filed within 3 business days.
Dissolved Corporation
Tell us which corporation you're reviving and how it was dissolved.
Revive a dissolved corporation online
Korporex prepares and files Articles of Revival to bring a dissolved federal (CBCA) or Ontario (OBCA) corporation back into existence. You tell us which corporation was dissolved, when and why, your relationship to it, and who its directors, officers and registered office will be after revival. We prepare the articles and supporting documents and file them with Corporations Canada or the Ontario Business Registry. Many revivals follow a dissolution for missed corporate annual returns.
Who this service is for
- Federal corporations dissolved by Corporations Canada, for example for unfiled annual returns, or dissolved voluntarily.
- Ontario corporations dissolved by the Director, for example for unfiled annual returns or another default.
- Former directors, officers and shareholders, creditors and other interested persons who need the corporation restored, for example to resume operations, deal with property still in its name or settle a claim.
Federal and Ontario rules are different
Under section 209 of the CBCA, any interested person may apply to revive a dissolved federal corporation, whether it was dissolved voluntarily or by Corporations Canada. Interested persons include shareholders, directors, officers, employees, creditors and persons with a contract with the corporation. Under subsection 241(9) of the OBCA, revival is available only for a corporation dissolved by the Director under subsection 241(4), and the application cannot be made more than 20 years after the dissolution. An Ontario corporation dissolved voluntarily, by filing Articles of Dissolution, or by court order cannot be revived by filing Articles of Revival, so Korporex does not accept those Ontario requests.
What we file and what you provide
Federally, we prepare Form 15 (Articles of Revival) with the cover letter and supporting documents Corporations Canada requires, including the reason the corporation needs to be revived. In Ontario, we prepare the Articles of Revival for the Ontario Business Registry. You provide the corporation's name, number and business number, the dissolution date and reason, your relationship to the corporation, the reason for revival, the registered office, directors and officers after revival, and the effective date you want, and you confirm that outstanding annual returns and other required filings have been or will be brought up to date.
Key requirements
- Federally, a NUANS report dated within 90 days is required unless the corporation was dissolved less than two years ago or has a numbered name, and outstanding annual returns for the two most recent years are filed on revival.
- In Ontario, outstanding Corporations Information Act returns are filed immediately on revival, and filings and defaults under Ontario tax statutes are remedied.
- In Ontario, property forfeited to the Crown on dissolution can stay with the Crown if the corporation is revived three or more years after it was dissolved.
- Government filing fees: $250 for a federal revival (non-refundable if the application is refused) and $330 in Ontario.
Once the corporation is revived, staying in good standing means filing its annual return each year. Korporex files the Ontario annual return and the federal annual return.
Reviving a corporation: common questions
What does revival do?+
A revived corporation is restored as if it had not been dissolved. Under the CBCA, it regains its previous position in law and remains liable for its obligations, subject to reasonable terms imposed by Corporations Canada and to rights acquired by any person after the dissolution. Under the OBCA, it is deemed never to have been dissolved, subject to the Director's terms, rights acquired during the dissolution and the forfeited property rules.
Can an Ontario corporation that I dissolved voluntarily be revived?+
Not by filing Articles of Revival. Subsection 241(9) of the OBCA allows revival only of a corporation dissolved by the Director under subsection 241(4), for example for unfiled annual returns or another default. Korporex does not file Ontario revivals of voluntary or court-ordered dissolutions. A federal corporation, by contrast, can be revived under the CBCA however it was dissolved.
Who can apply to revive a corporation?+
Federally, any interested person, which includes a shareholder, director, officer, employee or creditor of the dissolved corporation, a person with a contract with it, and its trustee in bankruptcy or liquidator. In Ontario, any interested person may apply, which expressly includes a director, officer or shareholder. The order form asks for your relationship to the corporation.
Is a NUANS report required to revive a federal corporation?+
Usually. Corporations Canada requires a NUANS report dated no more than 90 days before it receives the Articles of Revival, unless the corporation was dissolved less than two years earlier or has a numbered name. Korporex can order the report for you.
What happens to annual returns that were missed?+
They have to be dealt with as part of the revival. Federally, outstanding annual returns for the two most recent years are filed on revival. In Ontario, outstanding Corporations Information Act returns are filed immediately on revival. The order form asks you to confirm that these filings have been or will be brought up to date.
Korporex is not a law firm and does not provide legal advice. This page is general information about the revival filing; for advice on your specific situation, including whether revival is available, consult a lawyer or accountant.
Learn before you file
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