Can I sell my business if my Alberta corporation was dissolved?

If the Alberta corporation that owns your business was struck off, it may have ceased to exist.

How the Registrar dissolves a corporation

Under section 213, the Registrar may dissolve a corporation that has not commenced business within 3 years after its certificate of incorporation, has not carried on its business for 3 consecutive years, or is in default for one year in sending a required notice or document, or may instead apply to the Court for a dissolution order. The Registrar must first give 120 days’ notice to the corporation and each director, and publish notice in the Registrar’s periodical or The Alberta Gazette. Unless cause to the contrary has been shown or the Court has made an order under section 247, a certificate of dissolution may issue, and the corporation ceases to exist on its date.

What happens to its property

Section 229 vests in the Crown in right of Alberta property not disposed of at the date of dissolution, subject to sections 227(2) and 228. Alberta.ca says it may be claimed back within a period set under Part 6 of the Unclaimed Personal Property and Vested Property Act. See good standing.

Who may apply to revive it

Section 206.1 makes an “interested person” a shareholder, director, officer, employee or creditor of the dissolved corporation, a person with a contractual relationship with it, a trustee in bankruptcy for it, or a Court-designated person. Under section 208, any interested person may apply to the Registrar within 10 years after dissolution; after that it may not be revived. Section 210 also allows a Court application within 10 years.

The application

Section 208 requires articles of revival in the Registrar’s required form and the prescribed corporate-name documents, unless the Registrar provides otherwise. Alberta.ca lists an annual return for each year not submitted before and after dissolution.

The effect of revival

Revival takes effect on the date in the certificate of revival. Subject to reasonable terms the Registrar imposes and rights acquired before revival, section 208(4) deems the corporation to have continued as if never dissolved. Under section 229(2), property not yet paid, transferred or delivered to the responsible Minister remains the corporation’s, which may claim the rest under that Act. See corporate revival.