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 on the grounds that

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

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

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

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

    • (v) the Director is notified by the Minister of Public Safety and Emergency Preparedness that the corporation is a listed entity as defined in subsection 83.01(1) of the Criminal Code; 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:Exception — listed entities

  (2.1) Subsection (2) does not apply if the ground, or one of the grounds, for issuing a certificate of dissolution is the ground set out in subparagraph (1)(a)(v).

• 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 issue a certificate of dissolution in the form that the Director fixes. However, if subsection (2) applies, the certificate is not to be issued until after the end of the period referred to in that subsection.

• Marginal note:Payment of incorporation fee or sending of information

  (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 or if the corporation has not complied with subsection 21.21(2).

• Marginal note:Effect of certificate

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