Struck off in Quebec: ex officio cancellation explained

A Quebec corporation can be erased from the business register without ever receiving a court order. The Registraire des entreprises du Québec does it administratively, and it calls the move an ex officio cancellation. For a corporation constituted under Quebec law, that cancellation also dissolves the company. Here is what triggers it, what it breaks, and how to reverse it.

What does ex officio cancellation mean in Quebec?

An ex officio cancellation is the Registraire's own decision to remove an enterprise's registration from the register, without the enterprise asking for it. Section 59 of the Loi sur la publicité légale des entreprises allows it after notice. If the enterprise is a legal person constituted in Quebec, the cancellation dissolves it.

The French wording on the register is radiation d’office, and Québec.ca uses "ex officio cancellation" in English. Both describe the same act. The Registraire files a notice of cancellation in the register and informs the enterprise.

After that, a dissolved Quebec corporation keeps its existence for two narrow purposes only. Penal proceedings for an offence under the Act can still be brought against it, and any judicial or administrative proceeding already under way can be completed. It cannot sign new contracts.

How do you find out that your corporation was cancelled?

Nobody calls you. The notice goes to the address on file, which is often the address that stopped being current years earlier. Most founders learn about it from a third party, usually a bank, a lender or a procurement officer who ran a search before approving something.

The status is public. Anyone can pull the enterprise file and see the cancellation, which is why a search of the Quebec enterprise register is the first thing to do if you suspect a problem. The NEQ stays attached to the enterprise, so the file does not disappear. It simply carries a status that answers "no" for you before you get to explain.

What triggers an ex officio cancellation?

Two failures account for almost all of them. Missing the annual updating declaration two years in a row, and failing to comply with a request from the Registraire within 60 days. A few other cancellations are mechanical rather than punitive, such as a merged corporation being removed after an amalgamation.

The annual updating declaration costs about $106 for a business corporation, annual registration duties included, and filing late adds a penalty of 50 percent of those duties. Two missed years is all it takes.

Registraire des entreprises fees in effect as of January 1, 2026. They can change.

What happens to a corporation after it is cancelled?

Three things break at once. The enterprise can no longer change any information in its register file, so a new address or a new director cannot be declared. Its dealings with private and government partners get harder, because the status is visible. And a corporation constituted in Quebec is dissolved outright.

The practical damage lands on financing and procurement. Banks verify registration before opening or maintaining a business account. Public buyers and large private clients require proof of valid registration in their supplier files. Grant programs check the same thing. None of this involves a judge, and none of it can be argued away while the cancellation stands.

Is a federal corporation dissolved too?

No, and this is the difference that catches out-of-province founders. Section 59 dissolves only a legal person constituted in Quebec. A federal corporation registered in Quebec loses its Quebec registration, not its corporate existence, because that existence comes from the Canada Business Corporations Act rather than from the Quebec register.

The consequence is still serious. Until the registration is revoked and restored, the corporation is carrying on business in Quebec without being registered, which is exactly what the registration and legal publicity rules prohibit.

A federal corporation that also stopped filing its $12 annual return with Corporations Canada can end up dissolved federally and cancelled in Quebec at the same time. Those are two separate repairs, in two separate registers.

How do you revoke an ex officio cancellation?

The application is filed online through Mon bureau at the Registraire. It must come with an annual updating declaration for every missing year, including the years that ran after the cancellation, plus the initial declaration if it was never filed, plus payment of the duties and penalties owed.

A corporation cancelled three years ago is looking at the application, one annual declaration per year in default, and the penalties on each. Government fees usually land somewhere between $400 and $700, and the total grows every year the file is left alone.

Once the Registraire accepts the application, it files a notice of revocation in the register. The corporation resumes its existence from the date of that filing. Subject to rights acquired by third parties in the meantime, the registration is deemed never to have been cancelled and the corporation is deemed never to have been dissolved. That reservation matters. If someone else registered your business name while you were off the register, revocation does not take it back from them.

Revocation or reregistration: which one applies?

You do not get to choose. The route depends on your legal form and on whether the enterprise carried on business in Quebec after the cancellation. Quebec business corporations must stay registered for their entire existence, so revocation is their only option.

Québec.ca sets out each case on its reregistration page. A creditor or another interested third party can also apply for the revocation without you, using form RE-701, so they can sue a dissolved corporation.

Frequently asked questions

Can I reactivate a dissolved corporation in Quebec?

Yes. An application for revocation of the ex officio cancellation restores the registration, and the corporation resumes its existence on the date the notice of revocation is filed in the register. You must file every missing annual updating declaration and pay the accumulated duties and penalties.

What are the requirements to revive a corporation?

In Quebec, the revocation application, the initial declaration if it was never filed, an annual updating declaration for each year in default and for each year since the cancellation, and payment of the duties and penalties. Federally, Corporations Canada requires articles of revival filed by email or mail.

What happens if a corporation is dissolved?

It loses the capacity to contract, to sue in its own name for new matters and to hold property going forward. Its existence survives only for penal proceedings under the Act and to finish proceedings already started. Directors and shareholders do not inherit the business automatically.

What is the revival fee for a federal corporation?

Corporations Canada charges about $250 for reviving a business corporation by email or mail, with processing of about 10 days. A federal corporation that also lost its Quebec registration pays the Quebec revocation fees separately, because the two registers are independent.

How do I check whether my company is still registered in Quebec?

Search the enterprise register by name or by NEQ. The file shows the registration status, the date of any cancellation and the notices filed by the Registraire. The search is free and the result is what your bank and your clients see.

Get your corporation back in good standing

A cancellation does not destroy a business, but it freezes financing, tenders and contracts for as long as it lasts. The repair is administrative, and it moves faster than most founders expect once the missing filings are assembled.

Our legal team rebuilds the file, prepares the overdue declarations and files the revocation with the Registraire. Tell us where your file stands and we will tell you exactly what is missing. You can also compare our annual compliance plans.