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:
- 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<\u002fli>
- 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.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
