Module 8: Continuances, Dissolution & Revival Flashcards
3 of the most common reasons to Continue as a corporation?
1) To amalgamate
2) Tax reasons
3) A different jurisdiction may be more hospitable to their business
What is continuance?
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)
What does it mean to export?
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.
What does it mean to import?
Meeting the requirements of the new jurisdiction by basically filing everything that is required by the new jurisdiction to incorporate there
What would you file and what would you receive to continue to a new jurisdiction?
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
What are the 2 final steps of continuance?
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
What are the 3 steps for the Legal Assisting when a corporation is dissolving?
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)
What are the 3 most important questions to ask when a corporation wishes (or is forced) to dissolve?
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?
Dissolving a corporation (voluntarily) is a shareholder’s special resolution except in which circumstance (Section 211(3))?
Except if the corporation has no issued shares, liabilities, or property - then it can be a director’s ordinary resolution
How long must the Minute Book be kept after dissolution?
6 years
How long before a corporation is not able to be revived after dissolution?
5 years
What is the maximum amount of time after a corporation is dissolved can you take legal action against them (lawsuits)?
2 years
Any property that has not been disposed of at the date of dissolution vests in:
Her Majesty in right of Alberta
Who is a lawsuit served to when a corporation has been dissolved?
Directors of the corporation
What 3 circumstances can the registrar dissolve a corporation?
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
What is the process for being involuntarily dissolved by the registrar?
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
What is the process for voluntarily cancelling Extra-Provincial Registration of a corporation?
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)
4 reasons for the involuntary cancellation of extra-provincial registration?
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
What must a corporation do before they can dissolve?
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
What do you need to file in order to revive a corporation? What is the time limit to revive?
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
How many years after a corporation is dissolved before you have to file a NUANS search to revive it?
3 years
What key information is required on the Articles of Revival?
Why do you want to revive this Corporation?
Who are you?
What relationship do you have to this Corporation?
Who can revive a corporation?
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)
