Canada Business Corporations Act

Marginal note:Dissolution by Director

• 212 (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.