Can I revive a dissolved Ontario corporation and how do I do it?
Yes, Ontario's Business Corporations Act allows a dissolved corporation to be revived. Revival is available when the corporation was dissolved administratively (for example, for failing to file annual returns) or voluntarily, as long as applicable requirements are met.
To apply for revival, you must file articles of revival with ServiceOntario. The application must be made by a director, officer, shareholder, creditor, or other person with an interest in the revival. You will also need to bring any outstanding annual return filings up to date. The government will issue a certificate of revival, and the corporation is then deemed to have continued in existence as if it had never been dissolved. This means it regains its legal status, can hold assets and enter contracts, and resumes all obligations as before.
The time limits for revival depend on the circumstances, and the province has discretion in some cases. For recent dissolutions, revival is generally straightforward if the filings and fees are in order. For older dissolutions, complications can arise around property that may have escheated to the Crown. If there is any doubt about the corporation's situation or what happened to its assets after dissolution, consulting a corporate lawyer before filing is the right first step.
Key takeaways
- Ontario allows revival of dissolved corporations by filing articles of revival.
- Outstanding annual returns must be brought current as part of the process.
- A certificate of revival restores the corporation as if dissolution never occurred.
- Older dissolutions may raise complications about property that escheated to the Crown.