Canada Business Corporations Act

Marginal note:Grounds for dissolution

• 213 (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.