Dissolved corporations
Learn what happens to corporations in Ontario when they no longer exist and how to recover property that was owned by a dissolved corporation.
Overview
A corporation may be dissolved voluntarily or involuntarily.
Voluntary dissolution
A corporation may be voluntarily dissolved when it files Articles of Dissolution with supporting documents to a Director appointed under the:
Learn more about the Ontario Business Registry.
Involuntary dissolution
A corporation may be involuntarily dissolved when an order is made by either the Director appointed under the:
- Business Corporations Act for reasons set out in sections 240 and 241 of the Business Corporations Act and sections 166 and 167 of the Co-operative Corporations Act
- Not-for-Profit Corporation Act, 2010 for reasons set out in sections 169 and 170 of the Not-for-Profit Corporation Act, 2010
Learn more about involuntary corporate dissolution.
A dissolved corporation no longer legally exists. When an Ontario corporation is dissolved but still owns things (assets), those assets become property of Ontario.
Forfeited corporate property
When a corporation dissolves, its interests in real property become the property of Ontario. These properties are called forfeited corporate properties and examples include:
- houses
- factories
- land
- mortgages
Learn more about forfeited corporate property
Property owned by a dissolved Ontario corporation that is not forfeited corporate property
Property owned by a dissolved Ontario corporation that is not-forfeited corporate property includes personal property that is not located in, on or under forfeited land, such as:
- cash
- shares
For more information, contact the OPGT charities program.
Recover property that was owned by a dissolved Ontario corporation
Certain people connected to dissolved corporations can apply to the Ministry of Government and Consumer Services for relief from forfeiture to recover forfeited corporate property. People who may apply include:
- officers of the dissolved corporation
- shareholders
- co-owners
- spouse of a sole shareholder
If the property is not forfeited corporate property, officers or shareholders of the dissolved corporation may be able to apply to the Office of the Public Guardian and Trustee for relief from forfeiture. For more information, you can contact the OPGT charities program.
Transferring funds owed to shareholders or creditors of an Ontario corporation prior to voluntary dissolution
If you are the director on an Ontario corporation that will be voluntarily dissolved and have funds owed to shareholders or creditors you cannot locate, you may be able to transfer these funds to the OPGT to hold in trust for the missing shareholders or creditors.
For more information, you can contact the OPGT charities program.
Transferring funds of a dissolved corporation
If you are holding funds of a dissolved Ontario corporation that have forfeited to Ontario, you may be able to transfer these funds to the OPGT, on behalf of the Crown.
For more information, you can contact the OPGT charities program.