Under revival of a corporation's certificate of incorporation, which obligations apply to the revived entity?

• A. Only post-revival duties and liabilities.
• B. All duties, debts, and liabilities existing prior to revival.
• C. No obligations carry over from before revival.
• D. Only court-imposed obligations apply after revival.

Answer: (B)

Revival restores the corporation’s existence with the same legal character it had before, so the revived entity is treated as a continuation of the previous corporate person. That continuity means all obligations that existed before revival—contracts, loans, taxes, regulatory duties, and pending or pre-existing liabilities—attach to the revived entity and must be satisfied once it is revived. It’s not limited to post-revival duties; pre-revival debts and duties aren’t wiped away and can be pursued against the revived entity. For example, a contract entered into before revival or a loan owed prior to revival remains enforceable against the revived corporation. This approach protects creditors and other stakeholders by ensuring pre-revival liabilities aren’t evaded.