This private Act revives 1000401924 Ontario Inc., restoring the corporation to the legal position it held on the date it was voluntarily dissolved. The restoration includes the company's property, rights, privileges, franchises, liabilities, contracts, disabilities and debts, and is subject to any rights acquired by third parties after the dissolution.
The Act is narrowly drafted and procedural: it names the applicant (David Shafrir), records the voluntary dissolution date (November 13, 2024) under the Business Corporations Act, and brings the revival into force on Royal Assent. For directors, creditors, and advisors this creates a retroactive restart of corporate existence while explicitly protecting post‑dissolution third‑party rights — a mix that affects title, enforcement, and continuity of obligations.
At a Glance
What It Does
The Act restores the corporation’s legal existence retroactively to its date of dissolution, reinstating both assets and liabilities as if the dissolution never occurred, except where someone acquired rights after the dissolution. It gives no transitional procedures beyond the revival and short title clauses.
Who It Affects
Directors and shareholders who seek to resume business under the corporate name, creditors and counterparties with pre‑dissolution claims, and any third parties who obtained rights during the dissolved period. The provincial registry and legal advisors handling registrations and compliance will also be involved.
Why It Matters
Revival via private statute resolves situations where corporate restoration under general corporate law was impractical or unavailable, but it also creates retroactive obligations and title questions that can complicate claims, insurance coverage and regulatory filings. Professionals should review claims, contracts and filings tied to the company’s dissolved window.
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What This Bill Actually Does
The Act is a private, single-purpose statute that restores 1000401924 Ontario Inc. to existence. It does so by declaring the company “revived” and by specifying that the corporation is ‘‘restored to its legal position, including all its property, rights, privileges and franchises and subject to all its liabilities, contracts, disabilities and debts, as of the date of its dissolution.’’ The practical effect is to undo the legal consequences of the voluntary dissolution, subject to the limited exception described below.
The Act protects third parties who acquired rights after the company was dissolved: any rights obtained in the dissolved period survive and are not wiped out by revival. That carve‑out matters because it preserves security interests, transfers, or other transactions that occurred while the corporation was not in existence, preventing the revival from retroactively disturbing bona fide acquirers.The text fixes the key administrative facts: the company was voluntarily dissolved under the Business Corporations Act on November 13, 2024, and the applicant for revival is identified as a director at the time of dissolution.
The Act takes effect on the day it receives Royal Assent and includes a short title. It contains no additional procedural rules for notice, creditor claims, or re‑registration with provincial authorities, which leaves practical steps to administrative practice or separate filings.Because the statute restores liabilities and contracts, parties dealing with the corporation should audit historical obligations, insurance coverage and tax filings that span the dissolution date.
Insurers, lenders and counterparties should check whether coverage, security interests or registrations lapsed or were altered during the dissolved period; revival may revive the company’s obligations but not necessarily contractual protections or registrations that expired by operation of other laws or commercial practice.
The Five Things You Need to Know
The Act revives 1000401924 Ontario Inc. and restores it to the legal position it held on the date of its voluntary dissolution.
The corporation was voluntarily dissolved under the Business Corporations Act on November 13, 2024.
The revival expressly preserves any rights that were acquired by any person after the corporation’s dissolution.
The applicant for this private statute is David Shafrir, who represented he was a director at the time of dissolution.
The Act comes into force on the day it receives Royal Assent and is recorded in the Statutes of Ontario 2026 (chapter Pr6).
Section-by-Section Breakdown
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Applicant, purpose and factual basis for revival
The preamble records that David Shafrir applied for special legislation to revive the corporation and that the corporation was voluntarily dissolved on November 13, 2024 under the Business Corporations Act. Practically, the preamble establishes the factual predicate the legislature relied on to grant a private revival and identifies the party seeking revival, which can matter for service, notification and any subsequent disputes over standing.
Corporation revived and scope of restoration
This provision performs the substantive work: it declares the corporation revived and specifies that it is restored to its pre‑dissolution legal position "including all its property, rights, privileges and franchises and subject to all its liabilities, contracts, disabilities and debts, as of the date of its dissolution." The clause is broadly framed to revive assets and obligations, but it limits disruption by excluding interference with rights acquired by others after dissolution. In practice, parties should interpret this language as reinstating title and duties while respecting intervening lawful transfers or security interests.
Commencement — immediate effect on Royal Assent
Section 2 makes the Act operative upon Royal Assent. That timing is important because the revival’s legal consequences — such as the company’s capacity to bring or defend litigation, file registrations, or assert rights in property — hinge on the formal date the statute takes effect. Professionals should note that earlier administrative acts taken before Royal Assent remain governed by the legal status of the company at those earlier dates unless otherwise preserved by the Act (which it does not explicitly do beyond protecting post‑dissolution third‑party rights).
Short title
Section 3 provides the short title, the 1000401924 Ontario Inc. Act, 2026. While perfunctory, the named Act creates a discrete statutory record for the revival which can be cited in future litigation, filings and registry entries, and it identifies the chapter under which the revival is published in the Statutes of Ontario (chapter Pr6).
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Every bill creates winners and losers. Here's who stands to gain and who bears the cost.
Who Benefits
- The applicant/director (David Shafrir): Revival lets him resume business under the corporate name and restores corporate capacity without restarting a new entity, preserving continuity for operations and governance.
- Former shareholders and owners who wish to reactivate the business: They regain an existing corporate vehicle rather than forming a new corporation and transferring assets.
- Creditors holding pre‑dissolution claims against the corporation: Revival reinstates the company’s legal status so creditors can pursue or enforce claims that would otherwise have been extinguished by dissolution.
- Legal and accounting advisers handling the revival: Firms that manage the reactivation, compliance filings, tax remittances and contract restorations gain a discrete client matter for professional services.
Who Bears the Cost
- Third parties who acquired rights during the dissolved period: they must verify and possibly defend their acquisitions against revived claims or renegotiations, even though the Act protects their rights, practical disputes can arise.
- Creditors and claimants who omitted to perfect security or serve claims while the corporation was dissolved: they may face evidentiary or procedural hurdles when enforcing revived obligations.
- The provincial registry and administrative bodies: they must update records and process any subsequent filings without specific procedural guidance in the Act, producing administrative burden.
- The revived corporation itself: it inherits pre‑dissolution liabilities, tax obligations and contractual duties that could expose it to unexpected claims, penalties or remediation costs when it restarts operations.
Key Issues
The Core Tension
The central tension is between restoring a corporation to enable business continuity and protecting the legal certainty of third parties who dealt with the entity while it was dissolved; revival helps owners restart operations but can revive obligations that undermine otherwise settled transactions executed in the dissolved window, creating an unavoidable conflict between continuity and finality.
The Act accomplishes a legal resurrection but leaves important practical gaps. It does not set out a process for notifying creditors, publishing notice to potential claimants, or handling competing claims that arose during the dissolved period.
Because the statute restores liabilities and contracts without procedural guardrails, disputes over priority, lapse of insurance, or expired licences could generate litigation over whether the revival fully restores ancillary protections (for example, registrations that lapsed or insurance policies that were cancelled while the corporation was dissolved).
The phrase "subject to any rights acquired by any person after its dissolution" preserves third‑party acquisitions but is open to interpretation. What counts as an acquired right (security interest, registered transfer, equitable lien, beneficial occupation) and how courts balance those rights against revived pre‑dissolution claims will determine how disruptive revival proves in practice.
The Act also does not address statutory limits or tax consequences arising from the dissolved period (e.g., filing deadlines, remittances, and potential penalties), leaving uncertainty for tax authorities and the company’s advisers.
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