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
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:
the applicant is authorized to request the return of the
the property was owned by the corporation at the time of the
no other person has rights to claim against the property;
the revived corporation has the right to receive the whole or a
part of the property.This request will be processed after
While it is preferable to continue before the deadline, if you do
find yourself needing advice around the revival process, please
The use of electronic signatures is becoming increasingly commonplace in commercial transactions, as individuals and businesses capitalize on the administrative efficiency afforded by today’s digital world.
Following the Divisional Court's decision in Toronto-Dominion Bank v. Ryerson University, companies that contract with government institutions should be aware that such contracts are likely open to disclosure under the Freedom of Information and Protection of Privacy Act.
Back in April 2015, we discussed key questions to keep in mind when negotiating earn-outs, and looked at recent trends coming out of the American Bar Association's 2014 Canadian Private Target M&A Deal Points Study (the 2014 ABA Study).
Before sending out that next tweet or posting to a blog, hit the pause button and consider whether the timing and content pass muster. Reporting issuers and their representatives must take note of Staff Notice 51-348
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