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

Marginal note:Dissolution before commencing business

• 210 (1) A corporation that has not issued any shares may be dissolved at any time by resolution of all the directors.

• Marginal note:Dissolution if no property

  (2) A corporation that has no property and no liabilities may be dissolved by special resolution of the shareholders or, where it has issued more than one class of shares, by special resolutions of the holders of each class whether or not they are otherwise entitled to vote.

• Marginal note:Dissolution where property disposed of

  (3) A corporation that has property or liabilities or both may be dissolved by special resolution of the shareholders or, where it has issued more than one class of shares, by special resolutions of the holders of each class whether or not they are otherwise entitled to vote, if

  • (a) by the special resolution or resolutions the shareholders authorize the directors to cause the corporation to distribute any property and discharge any liabilities; and

  • (b) the corporation has distributed any property and discharged any liabilities before it sends articles of dissolution to the Director pursuant to subsection (4).

• Marginal note:Articles of dissolution

  (4) Articles of dissolution in the form that the Director fixes shall be sent to the Director.

• Marginal note:Certificate of dissolution

  (5) On receipt of articles of dissolution, the Director shall issue a certificate of dissolution in accordance with section 262.

• Marginal note:Effect of certificate

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