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.
(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)
- Date modified: