Revive a Québec Business Corporation
What is revival?
The term “revival” means the legal action of reforming or constituting anew a Québec business corporation that has been dissolved. Following its revival, a corporation keeps the same Québec enterprise number (NEQ) as before it was dissolved.
Subject to the provisions of the Business Corporations Act respecting the name of the corporation, the conditions set by the Registraire des entreprises and any grandfathered rights of a third party following the dissolution of the corporation, the revived corporation is deemed never to have been dissolved. The articles of the revived corporation are also the same as those of the dissolved corporation.
The Registraire des entreprises or the court may revive an enterprise.
Revival by the Registraire des entreprises
The Registraire des entreprises may, at the request of any interested person and according to the conditions that the Registraire determines, revive a dissolved corporation.
The revival should, for example, be requested to cease an action or to finalize procedures that would have been overlooked at the time of dissolution. The revival must not be requested to launch a new enterprise. You must explain why you are requesting the revival of a business corporation.
The Registraire may revive a corporation dissolved under the Business Corporations Act. It may also revive a company that has been dissolved or liquidated voluntarily under the Companies Act or under the Mining Companies Act, or one that has been dissolved by the operation of the Business Corporations Act. Following its revival, a company is governed by the Business Corporations Act.
Revival by the Court
Any interested person may ask the court to order the revival of a corporation dissolved by a decision of the court.
How can a Québec business corporation be revived?
To request the revival of a business corporation, you must complete form RE-703, Demande de reconstitution (see English courtesy translation RE-703-T), and submit it to the Registraire des entreprises, along with payment of the fees payable under the Act respecting the legal publicity of enterprises (ALPE).
Fees and terms of payment
The fees payable for a certificate of revival (further to an application for revival) are given in chart RE-101, Tarifs et modalités de paiement (see English courtesy translation RE-101-T).
Processing your application
Once the Registraire des entreprises has received the application for revival, it will notify the last active directors and shareholders in the enterprise register at the address shown in the register that the application for revival is being processed.
If the application is accepted, the corporation will be deemed revived as of the date and, if applicable, time shown on the certificate of revival issued by the Registraire, according to the provisions of the Business Corporations Act. A copy of the certificate will be sent to the revived corporation or its representative.
Legal obligations of the business corporation
Once revived, the business corporation will have to fulfill annual legal obligations. For more information, see Legal Obligations Stemming from Registration.
Client services
Client services of the Registraire des entreprises are provided by Services Québec at its offices in Montréal or Québec, as well as by email or telephone. Contact information is provided on the Contact Us page.
Client services staff can help you understand, in particular, the process for reviving a business corporation and the application of the rules of law in general. However, they cannot interpret the rules to adapt them to a specific case or respond to a specific situation. For such help, consult a legal adviser.