Canada Not-for-profit Corporations Act

Marginal note:Dissolution by Director

• 222 (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 its activities within the prescribed period after the date shown in its certificate of incorporation,

    • (ii) the corporation has not carried on its activities for the prescribed period,

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

    • (iv) the corporation does not have any directors or is in the situation described in subsection 130(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 227 applies.

• Marginal note:Publication

  (2) The Director shall not dissolve a corporation under this section until the Director has

  • (a) given notice of the decision to dissolve the corporation to the corporation and to each director; 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 258, the Director may issue a certificate of dissolution. However, if subsection (2) applies, the certificate is not to be issued until after the end of the prescribed period.

• Marginal note:Exception — non-payment of incorporation fee

  (4) 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

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