August 24, 2021 | Christianah
There are several reasons why a corporation can be dissolved, including a failure to meet provincial corporate requirements or evading annual return filing. When this dissolved corporation owns assets at the time of dissolution, the corporation will forfeit the assets to the Crown. However, there are instances when the Government allows a claim to the relinquished property. This claim is known as an “application for relief from forfeiture,” and in our post today, we would examine the circumstances under which the relief operates.
Sections 244 of the Ontario Business Corporations Act and Section 228 of the Canada Business Corporations Act provide that when a Corporation dissolves, any property not disposed of at the time of dissolution will escheat back into the ownership of the Crown.
However, an applicant who has a legal or moral claim to the property may apply for relief from forfeiture of the corporate property as stated in s. 26(1) of the Forfeited Corporate Property Act. The applicant must prove that his moral or legal interest existed before the corporation’s dissolution.
The applicant will also complete a title search to ascertain who is on the title of the property. The applicant cannot apply where the property has already been turned over for public use or transferred by the ministry. After reviewing the application and documents, the Minister of Government and Consumer Services will either accept the claim and transfer the property to the applicant or deny the claim. You can find more information here.
Where a corporation was dissolved for tax-related offences, the Crown cannot dispose of the corporate property for three years from the date of dissolution ( s.25(2) Forfeited Corporate Property Act). Therefore, this gives an eligible applicant time to make the necessary application and file Articles of Revival or Relief from Forfeiture within those three years.
There are some time limits involved in this process. Section 26(2) of the Forfeited Corporate Property Act establishes that the applicant must bring the application before one of four events happen, whichever is earliest:
The tenth anniversary of dissolution;
The day the Minister disposes of the property;
In the case of real property, the day a notice is registered on title, signifying the Crown is going to use the property; and
In the case of personal property, the day the Crown starts using it for its purpose.
Suppose none of the events described in paragraphs 2, 3 or 4 occur during ten years after the property becomes forfeited; the applicant may give compelling reasons for failure to apply within that period. The applicant may then apply before the earliest events described in paragraphs 2, 3 and 4.
If you have any questions about applying for relief from forfeiture, kindly book a free consultation with Northview Law by following this link or contact us at 416-639-7639. We look forward to hearing from you soon.
Special thanks to Northview Law’s student law clerk, Jason Hamre, who assisted in drafting and researching the above blog post.