Corporation Dissolved for Missing the $12 Annual Return?
How to Revive a Federal Corporation in Canada (CBCA Guide)
Over the past year, thousands of Canadian business owners have discovered their federal corporations were dissolved without realizing it. The reason is almost always the same.
A $12 annual return filed with Corporations Canada was missed.
No unpaid taxes.
No CRA audit.
No court order.
Just an administrative dissolution under the Canada Business Corporations Act (CBCA).
This issue is far more common than most people realize, and it often surfaces at the worst possible time, such as during refinancing, a business sale, due diligence, or a CRA review.
The good news is that most dissolved federal corporations can be revived. The bad news is that revival is technical, often misunderstood, and frequently done incorrectly.
This guide explains exactly how revival works, what most people miss, how long it takes, and how MiAccounting helps clients resolve this quickly and properly.
Why Federal Corporations Are Being Dissolved
Every corporation registered federally must file a Corporations Canada annual return, even if the corporation is inactive.
This filing:
- Is not a tax return
- Is not filed with CRA
- Is not included in a T2
- Costs $12
- Takes only a few minutes
Because it sits outside the tax system, it is often overlooked.
In many cases:
- Business owners assume their accountant handles it
- Accountants assume the owner or lawyer handles it
- Nobody files it
- Corporations Canada dissolves the corporation administratively
This is not negligence. It is a structural gap in responsibility that has become increasingly common.
What It Means When a Corporation Is Dissolved
When a corporation is dissolved under the CBCA, it legally ceases to exist.
That affects:
- Contracts and leases
- Bank financing and lending covenants
- Ownership of assets and property
- Ongoing business operations
- Court proceedings
- Business valuations and sales
There is also a critical tax consequence that many business owners do not expect.
Once a corporation is dissolved, Canada Revenue Agency will not accept a T2 corporate tax return. The filing will be rejected because, legally, the corporation no longer exists.
This does not eliminate the tax obligation.
Corporate income tax, instalments, payroll remittances, and HST should still be paid on time while revival is in progress. Waiting until the corporation is revived to deal with taxes often results in unnecessary interest and penalties.
Can a Dissolved Corporation Be Revived?
Yes. In most cases, a dissolved federal corporation can be revived.
Revival restores the corporation as if it had never been dissolved. However, revival is not automatic and it is not just a form.
Corporations Canada reviews revival applications carefully, and incomplete or incorrect submissions are frequently rejected.
How to Revive a Federal Corporation in Canada
To revive a corporation under the CBCA, Corporations Canada requires a complete revival package.
1. Form 15, Articles of Revival
Form 15 must include:
- The exact legal name of the dissolved corporation
- The correct corporation number
- A declaration signed by an interested person
The signatory must have a direct relationship with the corporation, such as:
- Shareholder
- Director
- Officer
- Creditor
- Trustee or liquidator
An accountant or lawyer cannot sign the Articles of Revival.
2. Mandatory Cover Letter
A cover letter is now mandatory and is one of the most common reasons applications are rejected.
The cover letter must clearly explain:
- Why the corporation should be revived instead of creating a new one
- The applicant’s authority
- Supporting facts and documentation
- Contact information for payment
Acceptable reasons for revival often include:
- The corporation continued operating after dissolution
- The corporation owns assets or property
- The corporation has active contracts or financing
- The corporation is involved in legal or CRA matters
Supporting documents may include bank statements, property records, contracts, or court filings.
3. NUANS Name Search (in some cases)
A NUANS name search is required if:
- The corporation has been dissolved for more than two years, and
- It is not a numbered company
The NUANS report must be dated within 90 days of submission.
4. Filing Fee and Submission
The filing fee applies even if the application is rejected. There is no refund.
Applications may be submitted by email or mail.
When submitted correctly, revival applications are typically processed in about 10 business days. Delays almost always result from missing documents, weak explanations, or incorrect signatures.
Can an Accountant File Articles of Revival?
This is one of the most searched questions related to corporate revival in Canada.
Yes, an accountant can prepare and file Form 15.
No, an accountant cannot sign it or be the applicant.
An accountant may:
- Prepare Form 15
- Draft the cover letter
- Assemble supporting documents
- Submit the application
- Communicate with Corporations Canada
The shareholder, director, or officer must sign.
Confusing this distinction is one of the most common reasons revival applications fail.
Revival vs Starting a New Corporation
Not every dissolved corporation should be revived.
Revival often makes sense when:
- The corporation owns assets or property
- CRA accounts exist
- Contracts or financing are in place
- Legal continuity matters
- A sale or valuation is planned
Starting a new corporation may make sense when:
- The corporation was dormant
- No assets or liabilities exist
- No history needs to be preserved
This decision should be made carefully. The wrong choice can create tax issues, legal complications, or banking problems later.
How MiAccounting Helps With Corporate Revival
At MiAccounting, federal corporate compliance is built directly into our workflows.
For ongoing clients:
- Corporations Canada filings are monitored
- Annual returns are tracked
- Dissolution risk is identified early
When revival is required, we:
- Confirm whether revival is the correct solution
- Prepare Form 15 correctly
- Draft a strong, supportable cover letter
- Ensure the correct person signs
- Coordinate NUANS searches if required
- Submit and follow up with Corporations Canada
- Coordinate CRA payments and filings during revival
We help many clients with this compliance each year. When the information is available, we are able to move quickly and avoid rejections.
A Growing Compliance Risk for Business Owners
Corporations Canada has increased automation and enforcement. Dissolution is now easy to trigger, while revival has become more technical.
The key takeaway for business owners is simple.
Corporate compliance does not stop at taxes.
If you operate a federal corporation, this filing must be handled intentionally, not assumed.
Need Help Reviving a Corporation?
If your corporation was dissolved, or if you are unsure whether your federal filings are being handled, it is best to confirm before it becomes urgent.
We can:
- Check your corporation’s status
- Explain your options clearly
- Coordinate tax payments during revival
- Handle the revival efficiently
- Ensure you do not end up in this situation again
MiAccounting
Clear advice. Proper filings. Fast resolution.
