This private Act revives a single, numbered Ontario corporation — 1000401927 Ontario Inc. — restoring it to the legal status it held immediately before it was dissolved. The revival is retroactive: the corporation regains its property, rights and franchises and also resumes the liabilities, contracts and debts it had at dissolution.
The measure matters because it alters the legal landscape for anyone who dealt with the company after it was dissolved. Creditors, buyers of company assets, counterparties to contracts and advisers assessing risk must re‑examine transactions that occurred during the intervening period and the company’s exposure to claims and obligations going forward.
At a Glance
What It Does
The Act revives 1000401927 Ontario Inc. and restores its legal position as of the date of dissolution, including property, rights and liabilities, while preserving any rights third parties acquired after the dissolution. It operates by private legislation rather than an administrative restoration under the Business Corporations Act.
Who It Affects
Direct stakeholders include the applicant/director who sought revival, the corporation’s former and current creditors, counterparties that transacted with the company after it was dissolved, and legal and accounting advisers who must reconcile intervening transactions. The provincial registry and any regulatory bodies overseeing affected permits or licenses also have an interest.
Why It Matters
Because the revival is retroactive, it can reinstate enforcement rights (and liabilities) that parties believed were extinguished by dissolution, creating legal and commercial uncertainty for post‑dissolution purchasers and creditors. Professionals handling asset transfers, secured transactions and contract enforcement in Ontario need to factor this fixed‑term legislative fix into risk assessments.
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What This Bill Actually Does
This Act is a single‑company, private revival: the Legislature expressly restores 1000401927 Ontario Inc. to the legal position it occupied immediately before its voluntary dissolution. Rather than relying on administrative restoration procedures in the Business Corporations Act, the applicant sought and obtained a statutory fix that leaves no doubt the company is legally alive again for the purposes spelled out in the Act.
The core legal effect is retroactivity. The revived corporation is treated “as if it had not been dissolved” at the date of dissolution — meaning title to property, contractual rights and corporate franchises are brought back into the company’s portfolio, and liabilities (including debts and disabilities) that existed at that cutoff return as enforceable against the corporation.
At the same time, the Act expressly carves out protection for third parties who legitimately acquired rights after the dissolution date: their rights are preserved and the revival does not undo those later transactions.Practically, the Act forces a line‑by‑line reconciliation of events that happened between dissolution and revival. Creditors who paused enforcement because the company did not exist may resume collection; counterparties who accepted payment or transferred assets must check whether those transfers are now effective against the resurrected corporation; and advisers must consider tax, employment and regulatory consequences that follow from treating the company as uninterrupted in time.
The Act comes into force on Royal Assent and applies only to this named corporation, so its precedential effect is limited but instructive for similar cases.
The Five Things You Need to Know
The Act revives 1000401927 Ontario Inc. and restores its legal position retroactively to the date of its dissolution, reinstating property, rights and pre‑dissolution liabilities.
The company was voluntarily dissolved under the Business Corporations Act on November 13, 2024 — the revival operates with that date as the legal cutoff.
David Shafrir, who represented he was a director at the time of dissolution, applied for the special legislation on the corporation’s behalf.
The Act preserves any rights acquired by third parties after dissolution, so bona fide post‑dissolution transactions are not automatically undone.
The Act received Royal Assent and is recorded in the Statutes of Ontario 2026 as chapter Pr7; it comes into force on the day of Royal Assent.
Section-by-Section Breakdown
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Why the Legislature granted a private revival
The Preamble records the applicant’s identity and the factual basis for the request: a voluntary dissolution under the Business Corporations Act and the applicant’s claim to have been a director at that time. Its practical function is evidentiary—setting out the Legislature’s factual rationale for granting a single‑company remedy rather than adopting a general rule or leaving the matter to administrative processes.
Retroactive restoration of legal status, property and liabilities
Section 1 is the operative clause. It restores the corporation to the exact legal position it held immediately before dissolution, including title to property, corporate franchises and the ability to enforce or be subjected to contracts and debts that existed at that date. The wording also introduces a built‑in limitation: rights acquired by any person after dissolution remain intact, which prevents the revival from automatically voiding bona fide third‑party transactions carried out in the intervening period.
Immediate effect on Royal Assent
Section 2 makes the Act effective on the day it receives Royal Assent. That means there is no additional waiting period; all the retroactive effects and legal consequences described in Section 1 take effect immediately upon formal enactment, which crystallizes the status of intervening transactions for legal and commercial purposes.
Citation and identification
Section 3 provides the short title — the 1000401927 Ontario Inc. Act, 2026 — which is a practical detail for lawyers, registries and indexing. Because this is private legislation, the short title helps distinguish this revival from general restoration mechanisms and other private Acts.
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Every bill creates winners and losers. Here's who stands to gain and who bears the cost.
Who Benefits
- Applicant / former director (David Shafrir): gains the ability to resume business under the company name and to pursue or defend claims tied to the pre‑dissolution corporate existence. Restoration clears a regulatory and reputational path to restart operations.
- Shareholders and the corporation: the company recovers title to assets and contractual positions that enable commercial continuity, which is useful where corporate identity matters (licenses, brand, existing contracts).
- Creditors with pre‑dissolution claims: creditors who held enforceable claims at the time of dissolution can pursue those claims against the revived entity, whereas without revival those remedies might have been lost or frustrated.
- Professional advisers (corporate lawyers, insolvency practitioners, accountants): receive clear statutory authority to act on behalf of the revived company and to reconcile tax, accounting and disclosure consequences tied to the revival.
Who Bears the Cost
- Post‑dissolution purchasers and transferees: parties who acquired assets, security interests or other rights after the company’s dissolution may see their positions disrupted unless they fall into the protected class of rights preserved by the Act, creating legal risk and potential loss.
- Counterparties that relied on the absence of the corporation: entities that treated contracts as terminated or unenforceable because of dissolution may now face revived contractual obligations or demands for performance.
- Original shareholders/directors: revival revives pre‑dissolution liabilities (debts, claims, statutory obligations), so former owners may face revived exposure or new enforcement activity they had considered extinguished.
- Regulatory bodies and registries: while the fiscal burden is small, administrative work increases as records are updated, licenses reinstated and compliance gaps investigated.
Key Issues
The Core Tension
The central dilemma is balancing corrective continuity for the company and its stakeholders against the legitimate reliance interests of third parties who transacted after dissolution: the Act restores past rights and liabilities to enable business continuity, but doing so risks unfairly upending deals and expectations entered into while the company was legally non‑existent.
The Act’s core mechanics are simple but their downstream effects are not. Retroactive restoration creates awkward legal questions about intervening transactions: what happens when someone bought property from the dissolved company in good faith, or when a creditor obtained a judgment or security interest while the company did not legally exist?
The statute preserves third‑party rights acquired after dissolution, but it does not define the scope of “rights” or specify dispute resolution paths, leaving ambiguity for courts to resolve in future litigation.
Another tension concerns statutes of limitation, evidentiary gaps and administrative records. Treating the company as if it had never been dissolved may revive causes of action whose limitation periods have run, or it may resurrect obligations (employment, environmental, tax) that require reconstructing facts and records.
Because this is a private Act focused on one company, there is little legislative guidance on how to reconcile conflicts between revived obligations and intervening disposals, particularly where downstream transferees claim equitable or statutory protections. Practitioners will need to map overlapping regimes (provincial corporate law, secured transactions, tax law, and employment law) to advise clients and assess litigation risk.
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