By David Lucenti, Associate
I always thought that when your 'time was up' there was no coming back from the dead. While that, unfortunately, remains the case for us mere mortals, it is not always the case for the companies we incorporate. In fact, corporations are sometimes capable of being revived after their existence has ended – like Julia Roberts being revived by Kiefer Sutherland in the movie Flatliners.
In any event, pursuant to s. 241(5) of the Business Corporations Act (Ontario), the Director can revive a corporation if an interested person applies for the revival within 20 years of the corporation’s dissolution. An interested person would typically include a director, officer, shareholder, creditor or estate trustee of a shareholder of the Corporation.
There are various reasons why corporations are voluntarily or involuntarily dissolved in the first place. These reasons might include a failure to file Ontario corporate tax returns, financial statements under the Securities Act or information under the Corporations Information Act. In Ontario, an application is made by filing Articles of Revival in Form 15 together with the prescribed filing fee which is currently $330.00. The Articles of Revival must be accompanied by:
- a consent from the Corporations Tax Branch of the Ministry of Revenue;
- a statement by the Public Guardian and Trustee that it has no objection to the revival;
- a name search report and any consent required for the use of the name; and
- if the corporation was dissolved due to its failure to file financial statements under the Securities Act, you must obtain the consent of the Ontario Securities Commission.
Subject to any terms and conditions imposed by the Director, a corporation that is revived shall be deemed for all purposes to have never been dissolved.
So, if your company has met its unfortunate demise, don’t despair… there is hope for survival (or in this case, revival).