What Are Articles of Revival?

ByMatthew Vallee
businesswoman filing articles of revival

If your corporation has been dissolved, it’s often possible to bring it back to life by filing Articles of Revival. This legal process allows a dissolved corporation to regain its former legal status and resume operations. Whether the dissolution was due to missed filings or non-compliance, revival is often a straightforward way to recover a business.

This guide will walk you through how to file Ontario and Federal Articles of Revival, when a revival is possible, and how Ontario Business Central can assist.

What Are Articles of Revival Used For?

When a corporation is dissolved due to failure to meet filing requirements, such as not submitting annual returns or paying taxes, the business is essentially no longer able to operate legally. A dissolved company loses its ability to sign contracts, access bank accounts, and engage in regular business activities. By filing Articles of Revival, a corporation can be reinstated, which means it regains its full legal rights to operate.

Why Might a Corporation Need Revival?

A corporation may need revival for various reasons. Most commonly, businesses are dissolved for failing to file their annual returns or pay taxes. Filing Articles of Revival is essential if a business intends to continue operations after an involuntary dissolution.

For Ontario corporations, a revival is possible if the business was dissolved for missed tax payments or annual return filings. Federal corporations that were dissolved for missing their annual report can also be revived.

Can You Revive a Dissolved Company?

Involuntary dissolution of a corporation can happen for many reasons. It could be simple issues like missed filings, or more serious ones like a court order because of fraud or illegal activities. For example, in Ontario dissolution of a corporation may occur because of missed tax payment. If the problems are severe, it’s a good idea to seek legal advice.

A corporation may also choose to dissolve and make arrangements for any remaining property or liabilities. When a corporation files articles of dissolution signaling its intent to dissolve, this is considered a voluntary dissolution. The dissolution process can be started by a special resolution voted on by the shareholders, or by one of the active directors. In Ontario, business reinstatement is possible if your company was voluntarily dissolved. In this case, you will need to file directly with the province, as Ontario Business Central cannot assist with this process.

Ontario Business Central can help with filing corporate revival documents for certain situations:

The Process of Filing Ontario Articles of Revival

Ontario corporations have up to 20 years from the date of dissolution to file for revival of the dissolved corporation. Keep in mind, name protection for your original business name only lasts for 10 years.

How to Revive a Dissolved Corporation in Ontario

The corporation revival process is relatively simple as long as you have the correct documentation. Here’s a step-by-step guide for how to revive a corporation in Ontario:

Step 1: Gather Required Documents
You will need details such as your corporation number and proof of compliance with any outstanding tax or filing obligations. If your corporation was dissolved due to unpaid taxes or missed annual filings, ensure that all back payments are made before proceeding.

The Certificate of Dissolution will provide the necessary dissolution details, such as the date of dissolution. If not available, you can order a Corporate Profile Report. Anybody can order a profile report for a business as the information is part of the public record.

Step 2: Complete the Articles of Revival Form
You can find the form for Ontario Articles of Revival on our website. This form requires details like the corporation’s original name, corporation number and contact information.

You may need a NUANS Report depending on when the corporation dissolved. An Ontario NUANS report is mandatory when the dissolution occurred 10 or more years ago.

Step 3: Pay the Filing Fee
Our fees include preparing and filing the required documents. The Ministry of Public and Business Service Delivery also charges $300 in government filing fees for revival. You must pay all filing fees when submitting your order.

Step 4: Ontario Business Central Submits the Articles of Revival

After you complete the form, Ontario Business Central will prepare and submit your revival to the Ontario Business Registry. The revival timeline in Ontario is usually between 2-3 business days.

Federal Company Revival
Ontario Corporate Revival

The Process of Filing Federal Articles of Revival

The process for Federal revivals is managed through Corporations Canada rather than a provincial body. You can revive for up to 2 years after dissolution unless involved in a court case. Name protection lasts for only 2 years after dissolution.

How to Revive a Dissolved Corporation in Canada

Filing Articles of Revival is straightforward, though it requires specific steps to be followed carefully. Here are the steps to revive a Federal corporation:

Step 1: Confirm Eligibility for Revival
Before starting the revival process, confirm that your corporation was dissolved involuntarily, such as for failing to meet filing requirements like annual reports. If the corporation was voluntarily dissolved, it is not eligible for revival under normal circumstances.

Step 2: Gather Required Details
You will need details like the corporation number, name & corporate key. You will also need any documents related to the corporation’s compliance history. You must also provide proof of continued operation, such as bank statements.

Step 3: Complete the Federal Articles of Revival Form
You can find the Federal Articles of Revival form on our website. Fill out the form with accurate corporation information, including the original corporation name, date of dissolution, and registered office address, and required documents.

Step 4: Pay the Filing Fee
The Federal government filing fee is $250. You must pay all fees when submitting your order, including our fees for preparing and filing the required documents.

Step 5: Submit the Articles of Revival
Once you’ve completed the form and paid the fee, we will prepare and submit the Articles of Revival for a Federal corporation to Corporations Canada. You need to sign the documents before we submit them. The processing time typically ranges between 10-15 business days.

What Happens After Revival?

If your corporation has been dissolved and then revived, you can carry on business as usual. However, there are a few steps you need to take after revival:

  • Catch Up On Missed Filings: Ensure that any overdue annual returns or tax payments are submitted.
  • Inform the Canada Revenue Agency (CRA): Let the CRA and any other government bodies know that your corporation has been revived.
  • Resume Business Activities: Your business can now sign contracts, access bank accounts, and deal with clients and suppliers as it did before dissolution.

Whether your business is in Ontario or federally incorporated, the key is to ensure all filings are kept up to date moving forward. This avoids future issues with dissolution and ensures smooth operations.

How Ontario Business Central Can Help

At Ontario Business Central, we specialize in helping corporations file their Articles of Revival. Whether your corporation was dissolved due to missed filings or administrative oversight, revival provides businesses with a second chance to continue operations.
Our team is experienced in dealing with government requirements, ensuring your revival is handled quickly and efficiently. Contact us today for more information.

inquiries@ontariobusinesscentral.ca
Toll-Free: 1-800-280-1913
Local: 1-416-599-9009
Fax: 1-866-294-4363
Office Hours: 9:00am – 5:00pm
Monday – Friday E.S.T.

Ontario Business Central Inc. is not a law firm and cannot provide a legal opinion or advice. This information is to assist you in understanding the requirements of registration within the chosen jurisdiction. It is always recommended, when you have legal or accounting questions that you speak to a qualified professional.

Matthew Vallee
Matthew Vallee

Matthew Vallee began his journey with Ontario Business Central in 2022, immersing himself in the company's diverse services, client relationships, and business practices from the ground up. This comprehensive understanding has equipped Matthew with the expertise needed to excel in our in-house marketing team. He has significantly influenced the design and user experience of our website, bringing a fresh perspective to our digital presence. Now, as a writer for OBC, Matthew leverages his knowledge to craft insightful content on our services, continuously striving to assist and educate our clients. His natural flair for design, combined with his passion for clear communication, allows Matthew to create engaging visual and written content that resonates with our audience. Connect with Matthew on LinkedIn to learn more about his work and experiences.