In Ontario, if a corporation dissolves but still owns real estate that was not transferred to one of its directors or another party, the property escheats to the Crown. This means the government (specifically, the Ontario government) takes ownership of the property.

Key Points:

1. Escheat to the Crown: Under the Escheats Act, 2015, when a dissolved corporation owns property, it automatically vests in the Crown (Ontario government) because there is no legal owner.

2. Restoration of the Corporation: If the corporation was dissolved involuntarily (e.g., for failing to file returns), it may be possible to revive it under the Business Corporations Act (OBCA). Once revived, the corporation can deal with the property again.

3. Application for Return of Property: If the company is not revived, someone with an interest in the property (e.g., a former director, shareholder, or creditor) may apply to the Crown for the return of the property under the Forfeited Corporate Property Act, 2015.

4. Risk of Sale by the Government: If the property remains unclaimed, the government may sell it.

What Should Be Done?
• If a company is dissolving, it should transfer any real estate before dissolution.
• If the company has already dissolved, consider applying for revival or making a claim to the Crown before the property is sold.

So, if a company dissolves and still owns real estate, that property could end up in the hands of the government! But don’t worry—there are ways to get it back. If you or someone you know is dealing with a dissolved corporation, let’s talk! Or if you are thinking of dissolving your corporation, Call Capulli Law today!