Ontario Corporation Revival Cost Calculator
Dissolution does not clear the CRA debt. It keeps growing while the corporation does not exist. Work out the revival fee, the catch-up filings, the penalties that accrued anyway, and the section 160 exposure on anything distributed.
total to restore
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The Cost, Line by Line
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What Dissolution Did Not Stop
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The Sequence and the Timeline
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Points That Decide This
What to Do Next
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Disclaimer: Government fees are stated as $330 for Ontario articles of revival and $200 for federal articles of revival, and should be confirmed against the current fee schedule at the time of filing. Professional fees shown are indicative fixed fees including HST, confirmed in writing before any engagement begins. Under the Ontario Business Corporations Act a corporation dissolved for default may apply for revival, and on revival the corporation is generally deemed to have continued in existence as if it had never been dissolved, so obligations and liabilities that arose before and during dissolution remain enforceable. A federal corporation dissolved under the Canada Business Corporations Act may be revived on application by an interested person. Dissolution does not extinguish amounts owing to the Crown, and interest continues to accrue at the prescribed rate, modelled here at 8% compounded daily. Corporate tax returns are required for every tax year regardless of activity, including years in which the corporation was dissolved where it is subsequently revived. Section 160 of the Income Tax Act makes a person who receives property from a tax debtor with whom they do not deal at arm’s length jointly and severally liable for the debtor’s tax to the extent that the fair market value of the property exceeds the consideration given, and there is no limitation period on a section 160 assessment. Property remaining at dissolution may vest in the Crown, and recovering it can require additional steps beyond revival. Timelines vary with registry processing and the completeness of the filings. This page is general information, not tax or legal advice.
Dissolution Did Not Cancel the Debt
This is the misunderstanding that brings most people to this page. A corporation cancelled for not filing annual returns feels finished. Owners assume the CRA balance died with it.
It did not. The debt survives, interest keeps compounding daily throughout the dissolution, and on revival the corporation is treated as having continued in existence the whole time. Every year of silence added to the balance.
| On $45,000 Owing at Dissolution | Balance |
|---|---|
| At dissolution | $45,000 |
| After 3 years dissolved | $57,190 |
| After 6 years dissolved | $72,684 |
Interest at eight percent compounded daily roughly doubles a balance in under nine years. Waiting is the most expensive option available, and it is the one most owners take because nothing appears to be happening.
Section 160 Is the Part Nobody Expects
Where money or property left the corporation while the CRA was owed, and it went to a shareholder or anyone else not at arm’s length, section 160 makes that recipient personally liable for the corporation’s tax up to the value they received.
It does not require wrongdoing. Taking a dividend, transferring a vehicle, paying off a shareholder loan, or moving a property to a spouse is enough if the corporation owed tax at the time.
There is no limitation period on a section 160 assessment. Years later, with the corporation long dissolved, the CRA can assess the person who received the property, and the fact that the company no longer exists is no defence at all.
This is the reason a dissolved corporation with CRA debt is not actually closed. The liability has simply moved from the company to whoever took assets out of it, and it sits there indefinitely.
Reviving Means Filing Every Missing Year
On revival the corporation is deemed to have existed continuously, so the T2 returns for the dissolved years are due as well. Corporate returns are required whether or not there was any activity, so even a dormant shell owes a return for each year.
That is usually the largest part of the cost, and it is unavoidable. The registry filing puts the corporation back on the register; the CRA side needs the returns.
- Confirm the name is still available, or choose a new one
- File articles of revival with the registry and pay the fee
- File the missed annual returns
- Reinstate the CRA program accounts, which follow the revival
- Prepare and file every outstanding T2 and HST return
- Deal with the balance, including any taxpayer relief application
- Restore banking and contracts, which is usually the reason you started
Someone May Have Taken Your Name
A dissolved corporation’s name is released back into circulation. Where another business has taken it, you cannot revive under it, and the corporation comes back under a different name.
For a business with signage, a brand and customer recognition, that is a bigger problem than the fee. It is also entirely avoidable by not leaving a dissolution unaddressed for years.
Sometimes Reviving Is the Wrong Answer
Where the corporation has no assets, no contracts worth restoring, and the only motivation is a CRA balance, reviving can simply reactivate a debt collection process against an empty shell.
| Situation | Usually |
|---|---|
| Bank account, property or contracts to recover | Revive |
| Assets vested in the Crown at dissolution | Revive, it is the only route |
| Want to resume trading under the same name | Revive |
| Empty shell, CRA debt only, nothing distributed | Take advice first |
| Assets were distributed to shareholders | Section 160 is the real issue, not the revival |
Where assets were taken out, the section 160 exposure exists whether or not you revive. That analysis should happen before the revival decision, because it is the larger number and it does not go away by leaving the company dissolved.
Property Can Vest in the Crown
Property still held by a corporation at dissolution can vest in the Crown. Bank balances, vehicles and real property left in a dissolved company are not simply waiting to be picked up.
Revival is generally the route to recovering them, and the longer the gap the more involved it becomes. A bank balance sitting in a dissolved corporation for six years is a considerably harder conversation than one dissolved last year.
What This Calculator Does Not Cover
- Director liability for unremitted payroll and HST, which is separate and personal
- Taxpayer relief, which can reduce penalties and interest on application
- Recovering property vested in the Crown, which may need more than revival
- Whether reviving is the right decision, which needs the full picture
- Provincial corporations outside Ontario
- Court-ordered revival where the administrative route is not available
The section 160 question should be answered before the revival decision. Our company registration service handles the articles of revival, the annual returns and the CRA account reinstatement.
Frequently Asked Questions
Common questions on reviving a dissolved corporation.
Related Calculators and Guides
More tools for corporations behind on filings.
Answer the Section 160 Question First
Send us the dissolution date, the CRA balance and what came out of the company. We will tell you whether reviving is the right move, then handle the articles of revival, the annual returns and every outstanding filing.