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19 Alta. L. Rev. 274 (1981)
The Status of a Dissolved Company

handle is hein.journals/alblr19 and id is 286 raw text is: THE STATUS OF A DISSOLVED COMPANY DENIS R. NOKL* The author reviews the two types of dissolution and revival orders which are provided for under the present Alberta Companies Act. These are then contrasted with the unique provisions of the Canada Business Corporations Act and the draft Alberta Business Corporations Act. A detailed discussion of these provisions as they pertain to rights possessed by the Crown in respect of dissolution and revival the extinction or non-extinction of obligations owed by or to a corporation, and the retrospective effect of revival upon the rights of other parties follows. I. INTRODUCTION What is the status of a company which has been dissolved? What are the effects of dissolution and revival upon the rights, assets and liabilities of the company? What types of third party rights are acquired following a dissolution? Will these third party rights be preserved if the company is subsequently revived? These and other issues will be examined here. As the discussion un- folds, two major topics will be focused upon. First, an attempt will be made to ascertain the present state of the law concerning the dissolution and revival of a company in Alberta and other similar jurisdictions. As the present Companies Act' does little to resolve the major issues involved, resort will be had to the case law on the subject. Second, immediately after a discussion of each issue, some of the provisions of the Canada Business Corporations Act,' as well as those of the new proposed Alberta Business Corporations Act,3 will be examined in order to evaluate how ef- fective the solutions proposed or enacted in those Acts will be in resolving the difficulties and problems now existing. The Canada Business Cor- porations Act (hereinafter referred to as the CBCA) has been chosen because it is rapidly becoming the model act for many provincial reforms, including the proposed Alberta Business Corporations Act (hereinafter referred to as the ABCA). II. DISSOLUTION AND REVIVAL A. Types of Dissolution and Revival Orders 1. General Comments Before entering into any detailed discussion of the effects of dissolution and revival upon a company's assets and liabilities, it would be useful to characterize the two types of dissolution and revival orders which may oc- * B.A., LL.B. Articling with the Alberta Court of Appeal and with Reynolds, Mirth and Cote. Edmonton. Much of the research upon which this paper is based was effected in the course of summer employment with the Institute of Law Research and Reform. The author wishes to thank W. H. Hurlburt, Q.C., Director of the Institute, and George C. Field, Director of the Company Law Project, for their permission to utilize part of that research and for their helpful comments. The usual disclaimer clause, of course, applies: all errors, omissions and defects remain solely the responsibility of the author. 1. R.S.A. 1970, c. 60, as am. 2. S.C. 1974-75, c. 33, as am. 3. Bill 85,1980(2nd sess.). See Institute of Law Research and Reform, Report No. 36, Vol. 2, Draft Alberta Business Corporations Act, August, 1980. ALBERTA LAW REVIEW [VOL. XIX NO. 2

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