Acts and Regulations

B-9.1 - Business Corporations Act

Section 139
Disposition versions

Full text
Dissolution by the Director
139(1)Subject to subsections (2) and (3), the Director may dissolve the corporation by issuing a certificate of dissolution under this section, or the Director may apply to the Court for an order dissolving the corporation and in which case section 144 applies, when the corporation
(a) has not commenced business within three years after the date shown in its certificate of incorporation,
(b) has not carried on its business for three consecutive years,
(c) is in default in sending to the Director any fee, notice or document required by this Act,
(d) does not have any directors, unless the corporation is a corporation established without a board of directors within the meaning of Part XVII.1, or
(e) has not complied with section 17, subsection 18(1) or (4) or section 19 of this Act and has not rectified the non-compliance to the satisfaction of the Director within 60 days of being notified of the non-compliance by the Director.
139(2)The Director shall not dissolve a corporation under this section unless the Director has
(a) sent by ordinary mail notice of the Director’s decision to dissolve the corporation to the corporation at its registered office or to its mailing or email address as indicated in the records of the Director, and
(b) published notice of the Director’s decision to dissolve the corporation in The Royal Gazette.
139(2.1)Publication in The Royal Gazette of the notice of the Director’s decision to dissolve a corporation shall be deemed to be notice to the corporation.
139(2.2)Sixty days after the notice of the Director’s decision to dissolve a corporation is published in The Royal Gazette, the Director may dissolve the corporation.
139(3)Unless cause to the contrary has been shown or an order has been made by the Court under section 144, the Director may, after the expiry of the period referred to in subsection (2.2), issue a certificate of dissolution.
139(4)The corporation ceases to exist on the date shown in the certificate of dissolution.
1983, c.15, s.21; 1984, c.17, s.9; 1997, c.22, s.2; 2023, c.2, s.105; 2023, c.2, s.155
Dissolution by the Director
139(1)Subject to subsections (2) and (3), where a corporation
(a) has not commenced business within three years after the date shown in its certificate of incorporation,
(b) has not carried on its business for three consecutive years, or
(c) is in default in sending to the Director any fee, notice or document required by this Act,
the Director may dissolve the corporation by issuing a certificate of dissolution under this section or he may apply to the Court for an order dissolving the corporation, in which case section 144 applies.
139(2)The Director shall not dissolve a corporation under this section unless he has
(a) sent by ordinary mail notice of his decision to dissolve the corporation to the corporation at its registered office or to its mailing address as indicated in the records of the Director, and
(b) published notice of his decision to dissolve the corporation in The Royal Gazette.
139(2.1)Publication in The Royal Gazette of the notice of the Director’s decision to dissolve a corporation shall be deemed to be notice to the corporation.
139(2.2)Sixty days after the notice of the Director’s decision to dissolve a corporation is published in The Royal Gazette, the Director may dissolve the corporation.
139(3)Unless cause to the contrary has been shown or an order has been made by the Court under section 144, the Director may, after the expiry of the period referred to in subsection (2.2), issue a certificate of dissolution.
139(4)The corporation ceases to exist on the date shown in the certificate of dissolution.
1983, c.15, s.21; 1984, c.17, s.9; 1997, c.22, s.2
Dissolution by the Director
139(1)Subject to subsections (2) and (3), where a corporation
(a) has not commenced business within three years after the date shown in its certificate of incorporation,
(b) has not carried on its business for three consecutive years, or
(c) is in default in sending to the Director any fee, notice or document required by this Act,
the Director may dissolve the corporation by issuing a certificate of dissolution under this section or he may apply to the Court for an order dissolving the corporation, in which case section 144 applies.
139(2)The Director shall not dissolve a corporation under this section unless he has
(a) sent by ordinary mail notice of his decision to dissolve the corporation to the corporation at its registered office or to its mailing address as indicated in the records of the Director, and
(b) published notice of his decision to dissolve the corporation in The Royal Gazette.
139(2.1)Publication in The Royal Gazette of the notice of the Director’s decision to dissolve a corporation shall be deemed to be notice to the corporation.
139(2.2)Sixty days after the notice of the Director’s decision to dissolve a corporation is published in The Royal Gazette, the Director may dissolve the corporation.
139(3)Unless cause to the contrary has been shown or an order has been made by the Court under section 144, the Director may, after the expiry of the period referred to in subsection (2.2), issue a certificate of dissolution.
139(4)The corporation ceases to exist on the date shown in the certificate of dissolution.
1983, c.15, s.21; 1984, c.17, s.9; 1997, c.22, s.2