Restoring a Dissolved Corporation's Liabilities

Summary#

Bill PR5, the Social Asset Measurements Inc. Act, 2025, is a standalone Ontario Act that revives the named corporation; it does not amend another Act. It took effect on Royal Assent. The stated purpose is to let the corporation deal with liabilities that were in its name when it dissolved.

  • Social Asset Measurements Inc. is restored to its legal position as of the date it dissolved, as if it had not dissolved.
  • The revival restores the corporation’s property, rights, privileges and franchises, and also restores its liabilities, contracts, disabilities and debts.
  • The restoration is subject to rights that another person acquired after the corporation dissolved.
  • The bill does not set out a process for resolving the liabilities or require anyone to apply for approval.

What it means for you#

  • The corporation: It is legally revived and again has the property, rights and obligations described in the Act.
  • People or organizations with claims or contracts involving the corporation: The corporation’s liabilities, debts and contracts are restored. The Act does not explain how any particular claim or contract will be handled.
  • People who acquired rights after the corporation dissolved: Their acquired rights are an exception to the restoration, though the Act does not explain how that exception applies in specific cases.
  • The general public: The Act does not create a public service, benefit, tax or fee.

Money#

No cost information is in the available material.

  • The Act does not provide an estimate of public spending or set out fees, fines or payments.
  • The cost, if any, of the corporation addressing its restored liabilities is not stated.

What is unclear#

  • The Act does not identify the specific liabilities the corporation wants to address or how they will be resolved.
  • It does not explain what rights acquired by another person after dissolution would be protected or how that question would be decided.
  • The text says the corporation dissolved on October 1, 2024, but gives no Royal Assent date.
  • No publicly available information is provided about the corporation’s property, debts, contracts or other affected parties.

Case for#

  • The bill appears intended to restore a legal entity so it can address liabilities that remained in its name when it dissolved.
  • Restoring the corporation’s debts and contracts along with its legal status could make it possible to deal with existing obligations, rather than reviving the corporation only to restore its rights and property.
  • The exception for rights acquired after dissolution recognizes that other people may have gained rights during that period.

Case against#

  • The Act restores all the corporation’s listed liabilities, contracts and debts, but does not identify them or explain their likely scale.
  • It does not set a process or timeline for dealing with those obligations.
  • It is unclear how the exception for rights acquired after dissolution would be applied if the corporation’s restored position conflicts with another person’s rights.