Policy on cancellation of articles or certificates – Canada Business Corporations Act

You will find in this policy, explanations on how to apply to cancel a certificate and articles of your business corporation.

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 is also 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.

Table of contents

What is a cancellation?

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 my corporation's articles or certificates under the following circumstances:

1. Court order

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

A court order is appropriate where the cancellation may prejudice shareholders or creditors. The corporation or any other interested person may ask a court to order the cancellation of the certificate and articles. The court can determine the rights of the parties when considering whether to issue a cancellation order.

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

  • Fundamental changes were made after the issuance of the certificate for which cancellation is requested.
  • The original intention cannot be clearly demonstrated.
  • There was an error in judgment (see example below).

2. Cancellation under circumstances prescribed by subsection 265.1 (1) of the CBCA

Corporations Canada may approve a request for cancellation under the following circumstances, if it is satisfied that the cancellation will not prejudice the shareholders 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.

3. Cancellation in other circumstances (other than the circumstances prescribed by subsection 265.1(1) of the CBCA)

Corporations Canada may in its sole discretion cancel articles and certificates for any circumstances that meet the following conditions:

  • the cancellation must be authorized by a resolution of the corporation's directors
  • the cancellation must reflect the original intention of the corporation
  • the cancellation must not prejudice the shareholders or creditors of the corporation
  • there must be no dispute between the directors and shareholders regarding the circumstances surrounding the request for cancellation
  • the corporation must not have used the certificate or articles. If it has, anyone dealing with the corporation on the basis of the certificate or articles must consent to the cancellation

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 (see Amending your articles).

If it is difficult to meet all of the conditions or if the cancellation could prejudice shareholders 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 judgement.

Examples:

  • Two corporations were amalgamated so that the corporation resulting from the amalgamation could be involved in a future transaction. The anticipated transaction did not occur. Corporations Canada will refuse to cancel the certificate of amalgamation and articles to reinstate the situation prior to their issuance. In this case, it would be preferable to obtain an order from the court to cancel the certificate of amalgamation and to reinstate the situation of both corporations prior to the amalgamation.
  • A corporation was created to carry on business activities. However, the corporation has not started carrying on business and will not do so. Corporations Canada will refuse to cancel the certificate of incorporation for this reason. In this case, it would be preferable to end the corporation's existence by applying for dissolution (see Guide on dissolving a business corporation).
  • A federal corporation was incorporated. Later, it is decided that a federal incorporation is not appropriate and it would be preferable that the corporation be governed by a provincial legislation. Corporations Canada will refuse to cancel the certificate of incorporation for this reason. In this case, it would be preferable that the corporation continue under a provincial legislation (see Policy on continuance (export) of a federal corporation).

How do I file a request to cancel articles or a certificate?

You must submit the request to Corporations Canada with the information and documentary evidence required by the circumstances.

What happens after I submit my request?

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

If Corporations Canada determines that the 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.

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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