Module 8: Continuances, Dissolution & Revival

Question 1

3 of the most common reasons to Continue as a corporation?

Answer 1

1) To amalgamate
2) Tax reasons
3) A different jurisdiction may be more hospitable to their business

Question 2

What is continuance?

Answer 2

Emigrating from one jurisdiction to another. Once the process is complete, it is like the Corporation was dissolved in their home jurisdiction. You also move from one Statute to another (if federal corporation continues to Alberta, they would go from the CBCA to the ABCA)

Question 3

What does it mean to export?

Answer 3

To get permission from your home jurisdiction.
You must obtain a ‘Letter of Satisfaction’ from your corporate registry.
This letter will say the company is in good standing and the move will not adversely affect creditors and shareholders.

Question 4

What does it mean to import?

Answer 4

Meeting the requirements of the new jurisdiction by basically filing everything that is required by the new jurisdiction to incorporate there

Question 5

What would you file and what would you receive to continue to a new jurisdiction?

Answer 5

1) Would file Articles of Continuance, Notice of Address, Notice of Directors, Letter of Satisfaction, and the NUANS search
2) Would receive a Certificate of Continuance

Question 6

What are the 2 final steps of continuance?

Answer 6

1) Start a new Minute Book (keep the previous one for a period of 6 years minimum)
2) Reporting letter with a Statement of Account

Question 7

What are the 3 steps for the Legal Assisting when a corporation is dissolving?

Answer 7

1) Resolution received (with signatures)
2) Articles of Dissolution (with signatures) to input on CORES
3) Print Confirmation Report, Certificate of Dissolution (or Cancellation of Registration)

Question 8

What are the 3 most important questions to ask when a corporation wishes (or is forced) to dissolve?

Answer 8

1) Does the corporation have any issued shares?
2) Does the corporation have any outstanding liabilities (debt)?
3) Does the corporation own any outstanding property?

Question 9

Dissolving a corporation (voluntarily) is a shareholder’s special resolution except in which circumstance (Section 211(3))?

Answer 9

Except if the corporation has no issued shares, liabilities, or property - then it can be a director’s ordinary resolution

Question 10

How long must the Minute Book be kept after dissolution?

Answer 10

6 years

Question 11

How long before a corporation is not able to be revived after dissolution?

Answer 11

5 years

Question 12

What is the maximum amount of time after a corporation is dissolved can you take legal action against them (lawsuits)?

Answer 12

2 years

Question 13

Any property that has not been disposed of at the date of dissolution vests in:

Answer 13

Her Majesty in right of Alberta

Question 14

Who is a lawsuit served to when a corporation has been dissolved?

Answer 14

Directors of the corporation

Question 15

What 3 circumstances can the registrar dissolve a corporation?

Answer 15

1) Has not commenced business within 3 years
2) Has not ‘carried on business’ for 3 consecutive years
3) Is in default for 1 year in doing any required filings

Question 16

What is the process for being involuntarily dissolved by the registrar?

Answer 16

1) 120 (4 months) notice to the corporation and the directors of their intent to dissolve
2) Publish their intent to dissolve in the Alberta Gazette

Question 17

What is the process for voluntarily cancelling Extra-Provincial Registration of a corporation?

Answer 17

If company ceases to carry on business, a letter is sent to the Registrar requesting cancellation.
No certificate of cancellation issued but Notice of Cancellation of Registration is posted in Alberta Gazette (Legal Assistant must diarize to check this a few months after submitting letter to registrar)

Question 18

4 reasons for the involuntary cancellation of extra-provincial registration?

Answer 18

1) Defaults in filing or payment of fees
2) Belief that corporation is no longer carrying on business
3) Extra-provincial corporation is dissolved
4) Other non-compliances with Registrar or statute

Question 19

What must a corporation do before they can dissolve?

Answer 19

Liquidate: Dispose of a corporation’s assets (turning them into cash by selling them) and discharging all of their liabilities.

And file a statement of revocation of intent to dissolve

Question 20

What do you need to file in order to revive a corporation? What is the time limit to revive?

Answer 20

5 years before you are no longer able to revive a corporation.

1) Articles of Revival

Annual Returns previously not filed
Notice of Address
Notice of Directors
Note: if dissolved more than 3 years, NUANS required

Question 21

How many years after a corporation is dissolved before you have to file a NUANS search to revive it?

Answer 21

3 years

Question 22

What key information is required on the Articles of Revival?

Answer 22

Why do you want to revive this Corporation?
Who are you?
What relationship do you have to this Corporation?

Question 23

Who can revive a corporation?

Answer 23

An ‘interested person’:

1) Any director, shareholder, creditor (someone who has monetary/legal rights and affected by the dissolution)
2) Anyone who had a direct relationship with the company before it was dissolved (e.g. employee)