Canada Business Corporations Act (R.S.C., 1985, c. C-44)

Act current to 2017-11-20 and last amended on 2015-02-26. Previous Versions

Marginal note:Dissolution by Director
  •  (1) Subject to subsections (2) and (3), the Director may

    • (a) dissolve a corporation by issuing a certificate of dissolution under this section if the corporation

      • (i) has not commenced business within three years after the date shown in its certificate of incorporation,

      • (ii) has not carried on its business for three consecutive years,

      • (iii) is in default for a period of one year in sending to the Director any fee, notice or document required by this Act, or

      • (iv) does not have any directors or is in the situation described in subsection 109(4); or

    • (b) apply to a court for an order dissolving the corporation, in which case section 217 applies.

  • Marginal note:Publication

    (2) The Director shall not dissolve a corporation under this section until the Director has

    • (a) given one hundred and twenty days notice of the decision to dissolve the corporation to the corporation and to each director thereof; and

    • (b) published notice of that decision in a publication generally available to the public.

  • Marginal note:Certificate of dissolution

    (3) Unless cause to the contrary has been shown or an order has been made by a court under section 246, the Director may, after the expiration of the period referred to in subsection (2), issue a certificate of dissolution in the form that the Director fixes.

  • Marginal note:Exception — non-payment of incorporation fee

    (3.1) Despite anything in this section, the Director may dissolve a corporation by issuing a certificate of dissolution if the required fee for the issuance of a certificate of incorporation has not been paid.

  • Marginal note:Effect of certificate

    (4) The corporation ceases to exist on the date shown in the certificate of dissolution.

  • R.S., 1985, c. C-44, s. 212;
  • 1994, c. 24, s. 25;
  • 2001, c. 14, ss. 105, 135(E).
Marginal note:Grounds for dissolution
  •  (1) The Director or any interested person may apply to a court for an order dissolving a corporation if the corporation has

    • (a) failed for two or more consecutive years to comply with the requirements of this Act with respect to the holding of annual meetings of shareholders;

    • (b) contravened subsection 16(2) or section 21, 157 or 159; or

    • (c) procured any certificate under this Act by misrepresentation.

  • Marginal note:Notice to Director

    (2) An applicant under this section shall give the Director notice of the application, and the Director is entitled to appear and be heard in person or by counsel.

  • Marginal note:Dissolution order

    (3) On an application under this section or section 212, the court may order that the corporation be dissolved or that the corporation be liquidated and dissolved under the supervision of the court, and the court may make any other order it thinks fit.

  • Marginal note:Certificate

    (4) On receipt of an order under this section, section 212 or 214, the Director shall

    • (a) if the order is to dissolve the corporation, issue a certificate of dissolution in the form that the Director fixes; or

    • (b) if the order is to liquidate and dissolve the corporation under the supervision of the court, issue a certificate of intent to dissolve in the form that the Director fixes and publish notice of the order in a publication generally available to the public.

  • Marginal note:Effect of certificate

    (5) The corporation ceases to exist on the date shown in the certificate of dissolution.

  • R.S., 1985, c. C-44, s. 213;
  • 2001, c. 14, s. 106.
Marginal note:Further grounds
  •  (1) A court may order the liquidation and dissolution of a corporation or any of its affiliated corporations on the application of a shareholder,

    • (a) if the court is satisfied that in respect of a corporation or any of its affiliates

      • (i) any act or omission of the corporation or any of its affiliates effects a result,

      • (ii) the business or affairs of the corporation or any of its affiliates are or have been carried on or conducted in a manner, or

      • (iii) the powers of the directors of the corporation or any of its affiliates are or have been exercised in a manner

      that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of any security holder, creditor, director or officer; or

    • (b) if the court is satisfied that

      • (i) a unanimous shareholder agreement entitles a complaining shareholder to demand dissolution of the corporation after the occurrence of a specified event and that event has occurred, or

      • (ii) it is just and equitable that the corporation should be liquidated and dissolved.

  • Marginal note:Alternative order

    (2) On an application under this section, a court may make such order under this section or section 241 as it thinks fit.

  • Marginal note:Application of s. 242

    (3) Section 242 applies to an application under this section.

  • R.S., 1985, c. C-44, s. 214;
  • 2001, c. 14, s. 107(F).
Marginal note:Application for supervision
  •  (1) An application to a court to supervise a voluntary liquidation and dissolution under subsection 211(8) shall state the reasons, verified by an affidavit of the applicant, why the court should supervise the liquidation and dissolution.

  • Marginal note:Court supervision

    (2) If a court makes an order applied for under subsection 211(8), the liquidation and dissolution of the corporation shall continue under the supervision of the court in accordance with this Act.

  • 1974-75-76, c. 33, s. 208;
  • 1978-79, c. 9, s. 1(F).
Marginal note:Application to court
  •  (1) An application to a court under subsection 214(1) shall state the reasons, verified by an affidavit of the applicant, why the corporation should be liquidated and dissolved.

  • Marginal note:Show cause order

    (2) On an application under subsection 214(1), the court may make an order requiring the corporation and any person having an interest in the corporation or claim against it to show cause, at a time and place specified in the order, within four weeks after the date of the order, why the corporation should not be liquidated and dissolved.

  • Marginal note:Powers of court

    (3) On an application under subsection 214(1), the court may order the directors and officers of the corporation to furnish the court with all material information known to or reasonably ascertainable by them, including

    • (a) financial statements of the corporation;

    • (b) the name and address of each shareholder of the corporation; and

    • (c) the name and address of each known creditor or claimant, including any creditor or claimant with unliquidated, future or contingent claims, and any person with whom the corporation has a contract.

  • Marginal note:Publication

    (4) A copy of an order made under subsection (2) shall be

    • (a) published as directed in the order, at least once in each week before the time appointed for the hearing, in a newspaper published or distributed in the place where the corporation has its registered office; and

    • (b) served on the Director and each person named in the order.

  • Marginal note:Person responsible

    (5) Publication and service of an order under this section shall be effected by the corporation or by such other person and in such manner as the court may order.

  • R.S., 1985, c. C-44, s. 216;
  • 1999, c. 31, s. 64(E).
 
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