October 17, 2014 CNCA Deadline Approaches: Can Dissolved Corporations Be Revived If Not Continued?

As has been written about previously in our posting The Clock is Ticking on Continuance -- What Will Happen on October 17, 2014 If Your Organization Hasn't Continued under the CNCA?, corporations governed by the Canada Corporations Act have until October 17, 2014 to continue under the Canada Not-for-profit Corporations Act<\u002fem> ("CNCA").   If a corporation fails to continue within the time frame specified under the CNCA or a Pending Dissolution Notice issued by the government, the corporation will be dissolved.

In case this deadline has induced any panic, it may be reassuring to know that the CNCA does provide a process for reviving dissolved corporations.  A revival allows a corporation dissolved under the CNCA to be restored to its legal position as at the date on the Certificate of Revival in the same manner and to the same extent as if it had not been dissolved.  Any interested person can apply for revival.  An interested person can be a member, director, officer, employee, creditor or anyone who would be a member, director, officer, employee or creditor if the corporation were revived.  In addition, any person having a contractual relationship with the dissolved corporation or a valid reason for applying for revival (i.e. a trustee in bankruptcy or a liquidator) is also considered an interested person and can apply to revive the corporation.

Corporations Canada may impose conditions on the revival.  For example, it may require notification to the directors or impose an obligation to determine whether the corporation is up to date on its reporting requirements.  The corporation will need to be brought into good standing under the CNCA, and if it is not, it can be dissolved by Corporations Canada as early as 120 days after the date on the Certificate of Revival.

Upon revival, any assets that became property of the Crown as a result of the dissolution will be returned to the corporation.   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, along with a statutory declaration that:

1. the applicant is authorized to request the return of the property;
2. the property was owned by the corporation at the time of the dissolution;
3. no other person has rights to claim against the property; and<\u002fli>
4. the revived corporation has the right to receive the whole or a part of the property.This request will be processed after revival. 
   
   While it is preferable to continue before the deadline, if you do find yourself needing advice around the revival process, please contact us.

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