Reviving a Dissolved Canadian Corporation

How do I check whether my corporation was dissolved?

Check the legal status at the registry where the corporation was incorporated, then compare it with the notice and any certificate of dissolution. A missed filing or a warning does not by itself mean the corporation has been dissolved. For a federal corporation, Corporations Canada's search distinguishes active, pending dissolution and dissolved status; its database does not cover provincially incorporated companies (search tips).

Use the incorporation certificate to identify the governing law and corporation number. Search by that number or the exact legal name, and save the status result and the date shown. For an Ontario or BC corporation, use the Ontario Business Registry or BC Registry Services, even if the corporation also has a federal CRA business number. If the status and your notice disagree, confirm the effective date with the registry before signing a contract or trying to move corporate property. A federal corporation generally loses the legal capacity to conduct business when dissolved (Corporations Canada); Ontario also warns that activity continued after dissolution lacks corporate status.

Is the registry annual return different from my T2?

Yes. The registry annual return keeps the corporation's public legal record current; the T2 reports corporate income tax to the CRA. Filing one does not file the other (Corporations Canada).

Federal business corporations file an annual return and information on individuals with significant control within 60 days after their incorporation, amalgamation or continuation anniversary (Corporations Canada). Provincial filing names and timing differ. An accountant's filed T2 is not proof that the registry return was filed. Conversely, a current registry record does not clear missing CRA returns; see Which returns your business files.

I received a dissolution notice. Can I still file to keep the corporation active?

If the registry has not issued a certificate of dissolution, act on the notice before its deadline. For a federal corporation, Corporations Canada says its final notice gives an additional 120 days to file the required annual returns or significant-control information; if it does not receive a response, it can issue a certificate of dissolution (Corporations Canada).

Check which filings the notice names, submit them through the registry's current process, and retain the confirmation. Ontario corporations file annual returns through the Ontario Business Registry, not the CRA. Check the public status again after processing. A notice about tax accounts is a different matter: sending a T2 to the CRA will not cure a registry default. If a dissolution certificate has already been issued, use the applicable revival or restoration process instead of assuming a late annual return alone will reverse it (federal revival policy).

Should I revive the old corporation, leave it closed or start a new one?

Revival may be needed when the same corporation is still operating, has property or a CRA credit to recover, or is involved in a proceeding. If a new contract is the only reason to incorporate and the old federal corporation has none of those needs, examine a new corporation: Corporations Canada says it refuses revival in most other situations. Check the old corporation's missing returns and debts either way (federal revival policy, CRA refund rule).

A new corporation is a separate legal entity; creating one does not revive the old corporation or give it the old corporation's CRA refund. Federal revival also restores liabilities and obligations, including those arising during dissolution, so the old entity's debts belong in the decision (Corporations Canada). BC offers full restoration for a company continuing business and limited restoration for specific transactions, including outstanding tax issues or asset transfers. If transferring an asset is its only need, BC also offers a ministerial order. An initial limited restoration lasts up to two years; the company is normally dissolved when that period ends, but a related person may seek conversion to full restoration and any person may seek an extension before it ends (BC Registry, BC law).

Who can apply to revive it, and what must be filed afterward?

The applicant and filings depend on the incorporating law. Under the federal rules, any interested person with a direct connection and a need for revival may apply, including a shareholder, director, employee or creditor; a professional hired only to handle the application cannot sign the articles of revival on that basis alone (Corporations Canada).

For a federal business corporation, the application includes signed Articles of Revival, a cover letter and supporting material; a name search may also be required. Approval is not automatic. Revival takes effect on the Certificate of Revival date. Afterward, the corporation must file annual returns for its two most current years with significant-control information, update any changed directors or registered office, and keep future filings current. Corporations Canada warns it can dissolve a still noncompliant revived corporation again in as little as 120 days (federal revival policy). For an Ontario corporation dissolved for a filing default under section 241, an interested person can apply within 20 years of dissolution; other dissolution grounds can have different routes (Ontario). For a BC company, a director, officer or shareholder at dissolution, or a qualifying heir or representative, may apply for full restoration; anyone may apply for limited restoration. An asset that escheated to the Crown requires the court route (BC law, BC Registry).

For a Québec corporation cancelled for missed annual updates, the route is an application to revoke the ex officio cancellation, with each missing annual updating declaration. An interested third party uses Form RE-701; a corporation no longer required to register, or inactive since cancellation, may instead apply for reregistration.

What happens to its bank balance, equipment or property?

Identify each asset and the law under which the corporation was dissolved before assuming it can be withdrawn or transferred. For a federal corporation, undisposed money and other property become Crown property on dissolution. If you seek their return, include a request letter, proof of corporate ownership at dissolution and the required statutory declaration with the revival application. Corporations Canada processes the request after revival; a different process applies if the Crown disposed of the property (Corporations Canada).

That rule does not mean every bank balance has physically moved to the Crown or that revival alone gives immediate access to an account. The federal policy distinguishes property the Crown actually received from property it never took possession of. Keep bank statements, account ownership records, equipment lists, title documents and the dissolution date. Ask the registry how its property process applies, then ask the financial institution what proof it needs to deal with the account. In Ontario, if a corporation was cancelled on or after December 10, 2016 and revived more than three years later, forfeited property is returned only through Ontario's property recovery statutes; older cancellations have another trigger (Ontario).

Do not move recovered property to an owner without checking tax debts. A non-arm's-length recipient can be assessed at any time for up to the lesser of the applicable income tax or GST/HST debt and the property's value above what they paid (Income Tax Act, s. 160, Excise Tax Act, s. 325). In Québec, after selling all or nearly all assets or paying sale proceeds to creditors, a director distributing property may need to file Form MR-14.B-V and obtain a GST/HST clearance certificate using Form FP-352-V; an unauthorized distribution can make the director liable up to the property's value for debts due or arising within 12 months (Revenu Québec).

Can a dissolved corporation receive a CRA refund or credit?

An involuntarily dissolved corporation must first be revived to receive a CRA refund of an overpayment or credit. CRA's refund guidance states that rule directly. A credit shown on a statement is therefore a reason to check the status before expecting payment.

Confirm which CRA program account holds the credit, which return or assessment created it, and whether other accounts show balances owing. A claim for an unassessed credit still needs its underlying return and eligibility checked; revival is a legal-status step, not approval of the claim. For a T2 refund, CRA says the return must be filed within three years after the tax year ends (CRA filing rule). If that window has passed, the corporation can request discretionary application of the expired T2 credit to qualifying debt under its own business number using Form RC431 or a letter; CRA will not pay it as a cash refund (CRA). Other credits may have different rules. CRA has a different procedure for a voluntarily dissolved corporation whose program accounts are in good standing, using Form RC278 and supporting documents. Do not assume that exception applies to an involuntary dissolution (CRA).

Do missing T2, GST/HST and payroll obligations disappear?

No. Dissolution does not erase returns, remittances or tax debts that arose while the corporation operated. CRA says resident corporations generally file a T2 for every tax year, including inactive years, and its T2 guide calls for a final return through dissolution when the corporation has permanently dissolved. A T2 is generally due within six months after the tax year ends (CRA filing rule, T2 deadline, T2 guide). With tax unpaid at that deadline, the ordinary late-filing penalty is 5% plus 1% per complete month, up to 12 months. If CRA demanded the return and assessed a late-filing penalty in any of the previous three tax years, it rises to 10% plus 2% per complete month, up to 20 months (CRA).

Work out the corporation's actual activity and tax periods rather than treating registry annual returns as a substitute for tax filings. When a business stops operating, CRA says its final payroll remittance is due within seven days and final T4 or T4A slips and summaries within 30 days of the end date (CRA payroll guide). A corporation with a Québec establishment may also owe Form CO-17, QST returns and RL-1 slips and summary; when operations stop, the RL-1 filings and balance are due within 30 days (Revenu Québec, CO-17, RL-1 guide). If business continued during dissolution, the legal and tax treatment of that period needs individual review. For the filing order, see Catching up on unfiled corporate returns.

Directors in office when payroll withholding or GST/HST net tax was due can be liable with the corporation for unpaid amounts, interest and penalties under Income Tax Act s. 227.1 and Excise Tax Act s. 323. CRA must meet a collection condition: an unsatisfied execution or, for dissolution, proof of its claim within six months after proceedings begin or dissolution, whichever is earlier. Reasonable diligence can defeat liability; the income-tax recovery action or GST/HST assessment must begin within two years after the director last ceased to serve. Québec can also assess directors for unpaid QST and provincial payroll amounts under its Tax Administration Act, s. 24.0.1, within two years after they cease to serve (Revenu Québec).

Can I close CRA accounts without reviving the corporation?

You may be able to ask CRA to close program accounts using the dissolution documents without reviving solely for that administrative step. CRA directs a dissolved corporation to check Form RC145. Its Part D distinguishes automatic corporate tax account closure after a requested dissolution reported by a federal or partner registry from closure by form and dissolution instrument for a non-partner registry. Confirm which route applies to an involuntary dissolution; if mailing RC145, send it within six months of signing. Otherwise CRA may continue to expect T2 returns (CRA account-closing guidance).

Give CRA the registry's actual dissolution record or certificate and ask which document and closure date it needs for each account. To close a GST/HST account, tell CRA why and when the business stopped, file the final return and pay any amount owing. If it still holds business property when registration ends, deemed-sale or change-in-use rules may add GST/HST to that return (CRA GST/HST guidance). Closing an account does not settle earlier missing returns or debts, or bypass the revival requirement for an involuntarily dissolved corporation's refund (CRA refund guidance). If the corporation plans to resume business, assess revival before closing accounts it may still need.

What should I collect before deciding?

Collect enough to establish the corporation's identity, legal status, property and tax position. Those facts determine whether revival is necessary, possible and proportionate.

• Incorporation or continuance certificate, corporation number, current registry search, every dissolution notice and any dissolution certificate.
• The last filed registry annual returns, director and registered-office details, and the dates business actually stopped or continued.
• Bank and loan statements, asset and title records, contracts, receivables, payables and any pending claim involving the corporation.
• CRA business number, program-account statements, assessments, refund or credit notices, and a list of missing T2, GST/HST and payroll periods.
• Books, invoices, payroll records and shareholder transactions for those periods.

Compare the value and purpose of revival with the known debts, missing filings and registry requirements. If the corporation is still active and you intend to close it, the wind-up sequence belongs in Closing a corporation. The final T2 period and preparation belong in Filing your corporate return.

Example

Illustrative amounts are in Canadian dollars. A federally incorporated company missed registry annual returns, and its registry record now shows it as dissolved. Its old bank statement shows C$8,000, its CRA account shows a C$2,000 credit, and it may still owe C$1,000 of payroll deductions. The owner wants to use the old corporation for a new contract.

The owner first checks the dissolution date and gathers the bank and CRA records. The CRA credit cannot be refunded to the involuntarily dissolved corporation before revival. The bank balance needs separate property and account-access checks; it cannot simply be treated as the owner's money. A federal revival application must explain why continuing this corporation is appropriate. After a Certificate of Revival, the company updates registry filings and resolves its tax periods and payroll balance. If its corporate income-tax account was closed, it sends articles of revival to its tax service office to reopen it; it can ask CRA to reopen payroll or GST/HST accounts if needed (CRA). The example amounts do not determine whether CRA will approve a credit, whether the bank will release funds, or the final tax cost.

Different for you?

• The corporation is still active and you want to wind it up: follow Closing a corporation before distributing property.
• Several corporate, GST/HST or payroll periods are missing: use Catching up on unfiled corporate returns to identify the filings.
• You need the final T2 period and return: see Filing your corporate return.
• CRA has assessed penalties or interest: see Penalties, interest and relief.
• The corporation has property, a disputed credit, tax debt or activity while dissolved: those facts can change both the revival route and tax position. Get corporate tax help.