Dissolving a corporation. Ontario. Requested a certificate of dissolution. None so far

Expert's Assistant chat
Customer: Dissolving a corporation
JA: What state are you in? And have you consulted a local attorney?
Customer: Ontario
JA: Has anything been officially filed? If so, what?
Customer: Requested a certificate of dissolution
JA: Is there anything else the Lawyer should know before I connect you? Rest assured that they'll be able to help you.
Customer: none so far
Answered by ALLawyer in 2 mins 1 year ago
imglogo
ALLawyer
10+ years of experience
logo

692 Satisfied customers

Expert in: Family Law, Legal, Estate Law, Real Estate Law, Criminal Law, Employment Law, Business Law, Consumer Protection Law, Bankruptcy Law, Traffic Law, Personal Injury Law.

logoBack
logologo
ALLawyer
logo
logo
692 Satisfied customers
logo
10+ years of experience
imglogo
ALLawyer
10+ years of experience
logo

692 Satisfied customers

Jessica

Jessica

Consultant

31,131 Satisfied customers

Pearl avatar
Lawyer's, Assistant
116 Lawyers are online right now.
img

ALLawyer, Expert

Hi, my name is***** am a lawyer in Ontario and will be assisting you with your question today. Please be advised that I am answering from my cellphone, and if I do not respond immediately, I kindly ask for your patience.

img

ALLawyer, Expert

Before we begin, please note that this discussion is for providing general information only. It is not detailed or necessarily specific legal advice, and is only for the purpose of helping you understand the nature of your situation from a legal standpoint and to discuss options. You should engage a lawyer/paralegal in your local jurisdiction if you wish to take any legal action going forward.

img

ALLawyer, Expert

IMPORTANT: Please also be advised that I may be working or doing personal tasks while answering questions on JustAnswer, and as such I may not respond immediately. Your understanding is appreciated.

img

ALLawyer, Expert

What is it that you would like to know with respect to dissolving a corporation?

Customer
hi there, I didnt get any answers from my questions though,.
img

ALLawyer, Expert

Good afternoon, JustAnswer must have had a bug, I didn't get the full question

Customer
okay,I will just repeat it then,.. I built a corporation last May 6,2021, now I want to dissolve it, I submitted a request for dissolution certificate last june 6 2021,. i didnt get any response from that, my question is , how long would that take?, and what is my next step to dissolve the corporation, should i wait for the certificate or i have to do another thing aside from that?
img

ALLawyer, Expert

it might take a few months to acknowledge the dissolution.  In the meantime, you should make sure your resolutions are up to date with respect to the resolutions - e.g. dissolution authorized by a special resolution passed at a "meeting" of the shareholders

If you're the only shareholder, basically it's a resolution that you would sign "allowing" the dissolution of the corporation

Customer
resolutions, you mean a letter signed by the 3 shareholders because we are 3
img

ALLawyer, Expert

That's correct.  Your resolution would be that the corporation is dissolved on consent in writing of all the shareholders entitled to vote at such meeting (pursuant to the Ontario Business Corporations Act s. 237(b))

Customer
how about the other shareholder we have is we are not in good terms, i am not sure if I can have his signature and he owns 42%
Customer
what should i do?
img

ALLawyer, Expert

To start, you shouldn't have dissolved the corporation without notifying all the shareholders, irrespective of whether you get along or not.  Additionally, I don't know whether you have a Shareholders Agreement or what other corporation restrictions and voting structure you have.  Having said that, you can dissolve a corporation at a special meeting to do so and getting a majority vote from shareholders

Customer
i actually want to dissolve the corporation, because i am scammed by the other partner, 2 of us didnt know that he has this business registered with other too in a different address.. that's why i want to dissolve this and don't want to continue the business with him
Customer
you mean, I can still dissolve the corporation with the signature of two out of three, or 54% out of 100%,. right?
img

ALLawyer, Expert

"you mean, I can still dissolve the corporation with the signature of two out of three, or 54% out of 100%,. right?" - you can, but the third SH must still be notified PRIOR to dissolving

img

ALLawyer, Expert

and be entitled to vote

img

ALLawyer, Expert

the proper route should definitely be taken if this third SH is not in agreement or is dishonest.  Additionally, you might not need to dissolve the corporation - why not buy them out?

Customer
i dont want to continue the business, as this business name has been used by the other shareholder , and i dont know how he runs the business, i just found out the he is dishonest, i dont want to get attached to this business, that's my main point actually.. i can resign or opt out but the business address uses my own address. so I want to dissolve it instead
Customer
you are saying, the proper route to dissolve this, is to wait for the certificate of dissolution that I requested from june 6th and also have the special resolution, which you said it has to be signed by the 3 shareholders , but in case he doesnt want to sign, that is still fine as long as we notify him, or do we really need to notify him as we are scammed by him, or he is being dishonest?
img

ALLawyer, Expert

well, what you have done might be considered shareholder oppression (the majority shareholders taking decisions without the involvement of minority shareholders where the minority has a right to vote).  The proper route is to withdraw the dissolution, if you can't, then you need to revive the corporation and then hold a proper special meeting of the shareholders to dissolve the corporation to vote on the dissolution (since it's unlikely it seems that this third shareholder will agree to dissolve).

img

ALLawyer, Expert

It might suit you to get a consultation with a lawyer in respect to your particular situation.  You can find a lawyer for a FREE 30 minute consult from the Law Society of Ontario's referral service here: https://lsrs.lso.ca/lsrs/welcome

img

ALLawyer, Expert

So that this question doesn't time out, I will mark it as complete.

If you have any further follow up questions, please feel free to post them here.

Ask a lawyer and get your legal questions answered.
See all Legal Questions
img
Related Legal Questions
How it works
logoAsk for help, 24/7
Ask for help, 24/7
Members enjoy round-the-clock access to 12,000+ verified Experts, including doctors, lawyers, tech support, mechanics, vets, home repair pros, more.
logoExpert will respond in minutes
Expert will respond in minutes
After you reach out, we match you with an Expert who specializes in your situation. Talk, text, chat, whichever you prefer.
logoSave time & money
Save time & money
No scheduling hassles, missing time from work, or expensive consults.
A JustAnswer membership can save you significant time and money each month.
img
logo 593 Verified lawyers, 10+ years of experience
DISCLAIMER: Answers from Experts on Askalawyeroncall.com are not substitutes for the advice of an attorney. Askalawyeroncall.com is a public forum and questions and responses are not private or confidential or protected by the attorney-client privilege. The Expert above is not your attorney, and the response above is not legal advice. You should not read this response as proposing specific action or addressing your specific circumstances, but only to give you a sense of general principles of law that might affect the situation you describe. Application of these general principles to particular circumstances should be done by a lawyer who has spoken with you in confidence, learned all relevant information, and explored various options. Before acting on any information received from an Expert, you should hire a lawyer licensed to practice law in the jurisdiction to which your question pertains. The responses above are from independent, freelance Experts, who are not employed by Askalawyeroncall.com . The site and services are provided “as is”. To view the verified credentials of an Expert, click on the “Verified” symbol in the Expert’s profile. This site is not for emergency questions which should be directed immediately by telephone or in-person to qualified professionals. Please carefully read the Terms of Service.
Explore law categories
Powered by JustAnswer