Canada Business Corporations Act

Definition of shareholder

• 226 (1) In this section, shareholder includes the heirs and personal representatives of a shareholder.

• Marginal note:Continuation of actions

  (2) Notwithstanding the dissolution of a body corporate under this Act,

  • (a) a civil, criminal or administrative action or proceeding commenced by or against the body corporate before its dissolution may be continued as if the body corporate had not been dissolved;

  • (b) a civil, criminal or administrative action or proceeding may be brought against the body corporate within two years after its dissolution as if the body corporate had not been dissolved; and

  • (c) any property that would have been available to satisfy any judgment or order if the body corporate had not been dissolved remains available for such purpose.

• Marginal note:Service

  (3) Service of a document on a corporation after its dissolution may be effected by serving the document on a person shown in the last notice filed under section 106 or 113.

• Marginal note:Idem

  (3.1) Service of a document on a company to which the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, applied that has been dissolved by subsection 261(8) of the Canada Business Corporations Act, chapter 33 of the Statutes of Canada, 1974-75-76 and chapter 9 of the Statutes of Canada, 1978-79, may be effected by serving the document on a person shown as a director in the last annual summary filed by the company pursuant to the Canada Corporations Act.

• Marginal note:Reimbursement

  (4) Notwithstanding the dissolution of a body corporate under this Act, a shareholder to whom any of its property has been distributed is liable to any person claiming under subsection (2) to the extent of the amount received by that shareholder on such distribution, and an action to enforce such liability may be brought within two years after the date of the dissolution of the body corporate.

• Marginal note:Representative action

  (5) A court may order an action referred to in subsection (4) to be brought against the persons who were shareholders as a class, subject to such conditions as the court thinks fit and, if the plaintiff establishes a claim, the court may refer the proceedings to a referee or other officer of the court who may

  • (a) add as a party to the proceedings each person who was a shareholder found by the plaintiff;

  • (b) determine, subject to subsection (4), the amount that each person who was a shareholder shall contribute towards satisfaction of the plaintiff’s claim; and

  • (c) direct payment of the amounts so determined.