Canada Corporations Act (R.S.C. 1970, c. C-32)

Marginal note:Change not to affect rights or obligations

30. No alteration of name under sections 28 and 29 affects the rights or obligations of the company; and all proceedings may be continued or commenced by or against the company under its new name that might have been continued or commenced by or against the company under its former name.

Marginal note:Forfeiture of charter for non-user

• 31. (1) Where a company does not go into actualbona fide operation within three years after incorporation or for three consecutive years does not use its corporate powers its charter shall be and become forfeited.

• Marginal note:Proof of user

  (2) In any action or proceeding where such non-user is alleged, proof of user lies upon the company.

• Marginal note:Revival of charter

  (3) The Minister may upon application of any person interested revive any charter so forfeited upon compliance with such conditions as he may prescribes.

Marginal note:Surrender of charter

• 32. (1) The charter of a company may be surrendered if the company proves to the satisfaction of the Minister

  • (a) that the company has no assets and that, if it had any assets immediately prior to the application for leave to surrender its charter, such assets have been divided rateably among its shareholders or members, and either,

    • (i) that it has no debts, liabilities or other obligations, or

    • (ii) that the debts, liabilities or other obligations of the company have been duly provided for or protected or that the creditors of the company or other persons having interests in such debts, liabilities or other obligations consent; and

  • (b) that the company has given notice of the application for leave to surrender by publishing the same once in the Canada Gazette and once in a newspaper published at or as near as may be to the place where the company has its head office.

• Marginal note:Application by inoperative company

  (2) Where an application to surrender a charter is made by a company that has not gone into bona fide operation or that has been inoperative for three or more consecutive years, if the circumstances mentioned in paragraph (1)(a) are proved to the satisfaction of the Minister, the Minister shall publish a notice of such application in the Canada Gazette and, unless an objection to the surrender is received by him within one year after such publication of the notice, he may accept the application for the surrender of the charter.

• Marginal note:Acceptance of surrender

  (3) Where the Minister has accepted the surrender of a charter upon due compliance with subsection (1) or subsection (2), as the case may be, the Minister may direct the cancellation of the charter of the company and fix a date upon and from which the company shall be dissolved, and the company is thereby and thereupon dissolved accordingly.

• Marginal note:No fee payable by inoperative company

  (4) No fee shall be charged in respect of a surrender under this section of the charter of a company described in subsection (2).