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CORPORATIONS - Voluntary liquidation and dissolution

Friday, January 10, 2020 @ 6:23 AM  


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Appeal by Colon from a decision dismissing her application for the revival of a corporation which was voluntarily dissolved pursuant to a certificate issued by the Director in 2015. The judge found that the record did not reveal circumstances susceptible of triggering her inherent jurisdiction to read into the Business Corporations Act a provision granting the Court the power to revive a voluntarily dissolved corporation and dismissed the application on that basis.

HELD: Appeal dismissed. The Business Corporations Act did not provide for a right to revival of a corporation that has ceased to exist by reason of its voluntary dissolution. The superior court’s inherent jurisdiction did not include the power to revive a voluntarily dissolved corporation because the superior court’s inherent jurisdiction in relation to legislation was procedural only unless provision to the contrary was made in the legislation at issue or some other enactment. The revival of a corporation that ceased to exist because of its voluntary dissolution under the Business Corporations Act was not a matter of procedure but formed part of the substantive law within the exclusive domain of the Legislature under s. 92 of the Constitution Act, 1867.

Colon v. Business Corporations Act (Director), [2019] N.B.J. No. 325, New Brunswick Court of Appeal, J.E. Drapeau, K.A. Quigg and C.A. LeBlond JJ.A., November 14, 2019. Digest No. TLD-January62020010