Reviving a not-for-profit corporation
Learn how to prepare a request to revive a not-for-profit corporation under the Canada Not-for-profit Corporations Act (NFP Act).
Although the information provided here will assist you in completing the revival process quickly and accurately, it is not intended to replace legal advice. You may wish to consult a lawyer or other professional advisor to ensure that the specific needs of your not-for-profit corporation are met.
What is a revival?
A revival allows a corporation dissolved under the NFP Act to be restored to its previous legal position in the same manner and to the same extent as if it had not been dissolved. A corporation is revived on the date appearing on the Certificate of Revival.
A dissolved corporation that is insolvent or bankrupt within the meaning of subsection 2(1) of the Bankruptcy and Insolvency Act (BIA) may be revived. A revival, however, does not change its status under the BIA.
Who can apply for a revival?
Any interested person may apply for the revival of a dissolved corporation. An interested person is:
- a member, director, officer, employee or creditor of the dissolved corporation, or anyone who, although not one of those listed at the time of dissolution, would be such a person if the corporation were revived;
- any person having a contractual relationship with the dissolved corporation; and
- any person with a valid reason for applying for a revival, for example, a trustee in bankruptcy or a liquidator.
Can there be conditions put on the revival?
Corporations Canada may impose conditions when issuing a Certificate of Revival, especially if the applicant is not a director or officer of the dissolved corporation.
Examples of such conditions are:
- to notify the corporation, its directors and officers and members that the corporation has been revived; or
- to advise the corporation and its directors and officers to contact Corporation Canada to determine whether the corporation is up-to-date with its reporting obligations under the NFP Act.
If the corporation is not up-to-date with its reporting obligation under the NFP Act and does not remedy the situation, Corporations Canada can dissolve the corporation as early as 120 days after the date the Certificate of Revival was issued. Corporations Canada may consider delaying the dissolution of a corporation upon receipt of a written request with detailed reasons from an interested person.
What process must I follow to revive my corporation?
An application for revival must include:
- a completed and signed copy of Form 4015 – Articles of Revival (See available instructions);
- a valid Nuans Name Search Report for the corporate name. The Nuans report is not required if the corporation has been dissolved for less than 2 years or had a numbered name;
- the filing fee.
Date of revival
The corporation is revived as of the date on the Certificate of Revival. This is usually the date on which Form 4015 – Articles of Revival is received by Corporations Canada. You can request a later date when making an application for revival.
What happens to the corporation when it's revived?
What is the effect of revival on the corporation?
When a corporation is revived, the rights, liabilities and obligations arising before and after the dissolution are restored to the revived corporation. The corporation is put in the same position as though it was never dissolved. The corporation benefits from, is bound to and is liable for, all acts taken while the corporation was dissolved. Also, any changes to the internal affairs of the corporation are deemed valid. Rights, liabilities and obligations arising before the dissolution are restored to the revived corporation.
Any legal actions dealing with the internal affairs of a revived corporation taken between the time of its dissolution and its revival are valid.
What happens to the corporation's articles when it is revived?
When a corporation is revived, its articles are exactly as they were at the time of its dissolution. Corporations Canada does not accept any documents filed relating to a corporation while it was dissolved. You can obtain a copy of the articles of the corporation as they existed at the time of dissolution by contacting Corporations Canada. There is a fee for copies.
If changes were made to the information contained in the articles of the corporation, this information can be updated by first reviving the corporation and then filing Form 4004 – Articles of Amendment. Please see the document titled Amending the Articles of a Not-for-profit Corporation for more information.
What happens to the corporation's name when it is revived?
The corporation must submit Articles of Revival using the same corporate name it had at the time of its dissolution. If the corporation has been dissolved for more than 2 years, Corporations Canada will review the name again to ensure that it is not likely to cause confusion with a corporate name acquired by another corporation between the date of the dissolution and the date of revival. If this is the case, the Director will assign a numbered name to the revived corporation and the Certificate of Revival will use that numbered name. The corporation can change this name by amending its articles.
Is the corporation number still valid?
The corporation number identifies the corporation in Corporations Canada's system and does not change on revival. This number can be found on the certificate of incorporation, amalgamation, or continuance. It can also be found in the Corporations Canada online database.
What is the status of the corporation's directors when the corporation is revived?
The public record will show the directors of the revived corporation exactly as they were at the time of the dissolution. If changes have been made to the board of directors while the corporation was dissolved, this information must be updated by filing Form 4006 – Changes Regarding Directors after the Certificate of Revival has been issued.
What is the anniversary date for a revived corporation?
The anniversary date of the corporation is important because, the corporation must file its annual return within the 60 days following its anniversary date. The anniversary date of a revived corporation is the date of its incorporation, amalgamation, or continuance. It is not the revival date. The anniversary date can be found on the certificate of incorporation, amalgamation or continuance issued before the dissolution or in the Corporations Canada online database. Please consult the document titled Deadline for Filing of Annual Returns for more information.
Property that became property of the Crown as a result of the dissolution
On the date of a corporation's dissolution, property that had not previously been disposed of (e.g., money, moveable and real property) becomes property of the Crown. When the corporation is revived, that property will be returned to the corporation. However, if some or all of the property received on dissolution has been disposed of by the Crown, the corporation will receive an amount equal to the lesser of:
- the value of the property at the date it became vested in the Crown, and
- the amount realized by the Crown from the disposition of the property.
If it is believed that money or property should be returned to a revived corporation, a letter requesting its return must be included with the application for revival. Please note that the request for the return of property or money will not be processed until after the revival of the corporation. The request must include a description of the property in question and any supporting evidence that it was owned by the corporation at the time of its dissolution. In the case of money or moveable property, the request should indicate whether actual possession of it was ever transferred to Her Majesty in Right of Canada.
The request must also enclose a statutory declaration by the applicant stating that:
- the applicant is authorized to request the return of the property;
- the property was owned by the corporation at the time of the dissolution;
- no other person has rights to claim against the property; and
- the revived corporation has the right to receive the whole or a part of the property.
If the request is for the return of money, Corporations Canada will determine whether the money should be returned to the revived corporation. If moveable property is involved, Corporations Canada will contact the relevant government department in order to arrange a process for returning any property. The revived corporation is responsible for following up with the appropriate departments.
According to the Department of Public Works and Government Services Act, the Minister of Public Works and Government Services administers federal real property and, accordingly, has the authority to return real property to the revived corporation. A request for the return of such property should be made to Corporations Canada, attaching evidence that establishes that the land was owned by the corporation at the time of its dissolution and has not been disposed of by Her Majesty or otherwise. Corporations Canada will ask the Department of Public Works and Government Services to arrange for the appropriate document returning the property to the revived corporation.
Note that there can be no return of property where possession by Her Majesty was never taken. Instead, Corporations Canada will send a letter waiving any rights to the personal property in question.
What are my obligations after I revive my corporation?
Since it was not possible to file updates while your corporation was dissolved, you will likely need to update your corporation's information with Corporations Canada following the revival. This will ensure that your corporation is in good standing. If it is found not to be in good standing, your corporations may be dissolved by Corporations Canada for non-compliance as early as 120 days after the date on the Certificate of Revival.
Do I need to file an annual return?
To be in good standing, you must file with Corporations Canada, at minimum, the last two outstanding Form 4022 – Annual Returns, along with the filing fee for each year. More information is available in the policy on Deadline for Filing Annual Returns.
What if the registered office address of my corporation has changed?
If the new registered office address is not within the province or territory set out in the corporation's articles, you must amend the articles of your corporation using Form 4004 – Articles of Amendment. More information is available in the policy on Amending the Articles of a Not-for-profit Corporation.
Do I need to file changes regarding directors?
If the number of directors is not within the minimum and maximum range set out in your corporations' articles, you must also amend the articles of your corporation using Form 4004 – Articles of Amendment. More information is available in the policy on Amending the Articles of a Not-for-profit Corporation.
Do I need to file articles of amendment?
You can only file Form 4004 – Articles of Amendment with Corporations Canada after a Certificate of Revival has been issued. You will need to file Articles of Amendment, along with the required fee if you make changes to any of the following:
- the name of the corporation;
- the province or territory in Canada where the registered office is situated;
- the fixed number or minimum and/or maximum number of directors;
- the statement of the purpose of the corporation;
- any restrictions on the activities that the corporation may carry on,
- the classes, or regional or other groups, of members that the corporation is authorized to establish;
- the statement regarding the distribution of property remaining on liquidation; and
- any additional provisions set out in the articles.
Can the decision of the director be appealed?
If you are not satisfied with a decision made by Corporations Canada, you may request that the decision be reviewed. This request will need to be supported by a letter providing the reasons for requesting a review, along with any new information. If, following the review, you continue to feel aggrieved by the decision to issue or reject the application or to impose conditions on the revival, you may make an appeal to a court under section 258 of the NFP Act.
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