Revived corporation

A buyer may find that the seller’s corporation has been dissolved. Revival is one statutory route back. See whether it matters if the seller’s corporation is not in good standing.

What the two statutes say

• CBCA s. 209: any interested person may apply to the Director to have a corporation dissolved under the provisions listed in s. 209(1) revived; on revival, and subject to reasonable terms imposed by the Director, to rights acquired by others after dissolution and to changes in its internal affairs since then, it is restored to its previous position in law and liable for obligations it would have had
• OBCA s. 241(9): the Director may, in discretion, on an interested person’s application, revive a corporation dissolved under s. 241(4), which is then deemed never to have been dissolved, subject to s. 241(10) or (11), the Director’s terms and conditions, and rights acquired by others during dissolution; under s. 241(12), the application cannot be made more than 20 years after dissolution
• OBCA s. 241(9.1): “interested person” includes a director, officer and shareholder

What to ask

Ask whether a revival is needed before closing, who applies, and whether s. 241(10) or (11) leaves any property forfeited to the Crown. This entry covers the CBCA and Ontario’s OBCA only; check the statute that governs the corporation. See corporate good standing.