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
In Ontario Securities Commission v. Tiffin, the Ontario Court of Justice clarified the limits of the definition of "securities" under s.1(1) of the Securities Act, as it relates to promissory notes. The defendant in the case was charged with trading in securities without being registered and while prohibited, and without filing a prospectus.
The OSC has issued a press release advising stakeholders that Ontario securities law may apply to any use of distributed ledger technologies, such as blockchain, as part of financial products or service offerings.
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.
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