Can a company be reactivated after its dissolution? | ScriptaLegal | ScriptaLegal
Personal Business Packages & Subscriptions
Français About us Create a free account Log in
Interactive legal guides Legal frequently asked questions Legal blog Videos
ONLINE LEGAL DOCUMENTS
Frequently asked questions > Company > Business Corporation > Can a company be reconstituted after its dissolution?

Can a company be reconstituted after its dissolution?

Yes, under certain circumstances. A dissolved company can sometimes be reconstituted, but the possibility of doing so depends in particular on the law under which it was formed, the cause of its dissolution and the conditions provided for by that law.

A distinction must be made between reconstituting an existing company that has been dissolved and forming a new company. When reconstitution is permitted, its aim is to restore legal existence to the dissolved company, with the effects provided for by the applicable law.

Company incorporated in Quebec

A company incorporated under the Quebec Business Corporations Act may, in certain situations, be reconstituted. The conditions and procedure depend in particular on the circumstances that led to its dissolution.

Federally incorporated company

A corporation incorporated under the Canada Business Corporations Act may, in certain circumstances, be re-established after its dissolution. An application must then be submitted in accordance with the conditions and procedures prescribed by law.

In both cases, the possibility of reconstituting the company may depend, in particular, on:

  • of the cause of the dissolution;
  • of the time elapsed since that date, when the law provides for a time limit;
  • of the person submitting the application;
  • compliance with applicable conditions and formalities;
  • circumstances that have occurred since the dissolution.

Reconstitution can have effects on the rights, obligations, assets, and actions of the company. These effects must be assessed according to the applicable law and the company's specific situation.

When reconstitution is not possible or appropriate, it may be necessary to form a new company. However, this is not legally the same legal entity.

In summary , a dissolved company can, under certain circumstances, be reconstituted. The conditions and effects of this reconstitution differ depending on whether the company was incorporated in Quebec or under federal law, and on the circumstances of its dissolution.

Next question :
This browser does not support this kind of file. Please download the file to view it: Download the file
An error has occurred.