Form 4015: Reviving a Dissolved Federal Not-for-Profit

The call usually starts the same way. A bank asked for a certificate of status, and the Corporations Canada database showed the organization as dissolved. Nobody on the current board knew. In most cases the corporation missed its annual returns for three years and Corporations Canada dissolved it administratively, exactly as the Canada Not-for-profit Corporations Act allows. Form 4015, Articles of Revival, is how the corporation comes back. Filed properly, it restores the corporation as if the dissolution never happened. Filed late or incompletely, it leaves a charity without a legal body to hold its assets.

Why Federal Not-for-Profits Get Dissolved

Administrative dissolution for non-filing is by far the most common cause. A federal corporation must file an annual return within 60 days of its anniversary date every year, and Corporations Canada dissolves corporations in default for three or more consecutive years. It sends a notice of intent first and gives 120 days to catch up. Notices go to the registered office address on file, which for a small nonprofit is often a former treasurer's home.

The other routes are voluntary dissolution by the members and, rarely, court-ordered dissolution. Revival is not automatic in any of them. The Act lets an interested person apply, but Corporations Canada can refuse, and it says it will normally do so where a corporation has been dissolved for some time, for example more than two years, and has not been carrying on activities, on the basis that a new corporation should be created instead. A corporation that was voluntarily dissolved will ordinarily be revived only in extraordinary circumstances.

Dissolution has consequences that keep running. The corporation ceases to exist, so it cannot sign a lease, hold a bank account in its own name or issue donation receipts. If it was a registered charity, the CRA will revoke the registration once it learns the entity is gone, and our post on charity revocation explains what follows. Undistributed property can vest in the Crown.

What Form 4015 Does, and What It Does Not

Form 4015 is short: the corporate name, the corporation number (the same one the dissolved corporation had), the applicant's interest, and a signed declaration that the request is made in good faith. Corporations Canada issues a Certificate of Revival, and from that date the corporation is restored with all the rights, liabilities and obligations it had before dissolution and any acquired while dissolved. The public record shows the articles exactly as they stood at dissolution.

What Form 4015 does not do is bring the corporation up to date. The outstanding annual returns, any change of registered office and any change of directors all have to be filed after the certificate issues, and the corporation is dissolved for a second time if they are not.

Who Can Apply and What to Include

The Act allows any interested person to apply. The form lists the usual categories, and the applicant chooses one.

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The Fee, the Date and the Timeline

Revival takes effect on the date shown on the certificate, which is normally the date Corporations Canada receives a complete Form 4015. An applicant can ask for a later date, which occasionally matters for a transaction that has to close after revival. Corporations Canada's service standard for a complete application is 10 business days; an incomplete one goes back and forth for weeks. Fees are not refunded if the application is refused or withdrawn.

After Revival: The 120-Day Window and the Charity Question

The revived corporation must file every outstanding annual return for the last two years, plus any changes to the registered office and the board. Corporations Canada can dissolve the corporation again as early as 120 days after the certificate if that is not done. Our CNCA annual obligations checklist is the list to work from.

If the corporation was a registered charity, revival restores the corporation but does not by itself restore the charitable registration. Where the CRA has already revoked, the charity applies to be re-registered, and the route depends on why and when the revocation happened. A charity revoked for missing its T3010 within the last four years has a streamlined option, described in our post on what to do when a charity is revoked for not filing a T3010. Where the CRA has not yet acted, filing the outstanding T3010 returns immediately after revival is what keeps the file from getting there.

If your federal corporation shows as dissolved, we can check the record, prepare the revival package and handle the CRA side in parallel. Call us at 416-488-5888, email us at ask@charitylawgroup.ca, or schedule a free meeting with our legal team. Form 4015 and the related Corporations Canada forms are collected on our forms and statutes page.

Frequently Asked Questions

Here are answers to the questions we hear most often about reviving a federal not-for-profit.

Do we need a new NUANS report?

Only if the corporation has been dissolved for two years or more and had a named rather than numbered name. If the name has been taken by someone else in the meantime, the revived corporation may need to choose a new one.

Does revival restore our charitable registration?

No. Revival restores the corporation. If the CRA has revoked the charity, a separate re-registration application is needed. If the CRA has not yet revoked, file the outstanding T3010 returns right away.

We were dissolved for failing to move from the old Canada Corporations Act. Is it the same form?

No. Corporations dissolved for failing to transition to the CNCA use Form 4032, Articles of Revival (transition), which revives the corporation and completes the transition in one step. Members must approve the articles, and new bylaws are required.

This article provides general information about the Canada Not-for-profit Corporations Act and is not legal advice. Speak with a charity lawyer about your organization's specific circumstances.

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