This private Act restores Andrew Zawadowski Medicine Professional Corporation, which was voluntarily dissolved under the Business Corporations Act on December 19, 2024, to the legal position it held on the date of dissolution. The revival covers the corporation’s property, rights, privileges and franchises and also re-imposes its liabilities, contracts, disabilities and debts, subject to any rights that other persons acquired after dissolution.
Private revival statutes are a narrow tool to correct or reverse a specific corporate dissolution. For practitioners and compliance officers, the Act matters because it revives enforceable claims and obligations that many participants may have considered terminated, but it simultaneously preserves post-dissolution acquisitions — creating a mix of restored obligations and protected third-party transactions that will shape creditor, insurer and regulator responses.
At a Glance
What It Does
The Act revives a single named professional corporation and restores its legal position as of the date it was dissolved, including both assets and liabilities. The revival is explicitly limited by any rights that third parties acquired after the corporation’s dissolution.
Who It Affects
The primary actor is the named applicant/corporation owner; affected stakeholders include pre-dissolution creditors, insurers, contracting parties, professional regulators, and any persons who obtained rights in property or contracts after December 19, 2024. Registries and tax authorities will also need to update records.
Why It Matters
A revival like this reopens legal exposure (debts, contracts, regulatory obligations) that many assumed ended with dissolution, yet it also protects third parties who transacted in reliance on the dissolution. That combination creates practical and legal frictions for claims, insurance coverage, and regulatory compliance.
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What This Bill Actually Does
The Act is a focused, single-purpose statute that treats the named professional corporation as if it had never been dissolved. Legally, revival returns the corporation to the same position it occupied at the moment of dissolution: it regains title to property, resumes any privileges and franchises, and is again subject to the liabilities, contracts and debts it carried at that time.
The text also makes a specific carve-out: any rights acquired by other persons after the corporation’s dissolution remain intact.
Practically, revival means previously dormant claims against the corporation can now be pressed. Creditors who had outstanding claims when the corporation dissolved can pursue them against the revived entity; contracts terminated solely because of dissolution may be revived as contractual obligations.
At the same time, the Act shields third parties who acquired rights after the dissolution, so purchasers or transferees in good faith do not lose those acquisitions because of the revival.Implementation will be administrative as well as legal. The corporation’s name, registration and records will have to be reinstated in provincial registries; tax authorities and professional regulators will need to reconcile the revived status with filings made during the dissolved period.
Insurers, particularly professional liability carriers, will need to decide whether policies cover acts or claims arising during the period of dissolution and whether premiums or notices must be adjusted.The Act does not create an exception or bespoke treatment for regulatory licences or college registrations; those remain governed by the relevant professional statutes and regulatory bodies. That means the corporation’s ability to practise (and any required approvals from the College of Physicians and Surgeons of Ontario or similar bodies) may still depend on parallel regulatory steps beyond the statutory revival.
The Five Things You Need to Know
The corporation being revived was voluntarily dissolved under the Business Corporations Act on December 19, 2024.
Section 1 restores the corporation to its exact legal position as of the dissolution date — property, rights, privileges and franchises are reinstated, and liabilities, contracts and debts are re-imposed.
The revival is expressly subject to any rights acquired by any person after the corporation’s dissolution, so post‑dissolution purchasers keep those rights.
The Act comes into force on the day it receives Royal Assent, making the revival immediate upon proclamation.
This is a private, single-purpose statute that applies only to Andrew Zawadowski Medicine Professional Corporation rather than changing general corporate law.
Section-by-Section Breakdown
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Applicant, background and legislative purpose
The Preamble records that Andrew Zawadowski applied to revive the corporation, that he was a shareholder and director at the time of its voluntary dissolution, and that the purpose of the bill is to permit the company to carry on business in its corporate name. Practically, the Preamble signals why the Legislature treated this as a candidate for special legislation rather than leaving the matter to administrative revival procedures under the Business Corporations Act.
Revival and legal effect
Section 1 performs the substantive work: it revives the corporation and restores it to the precise legal position it occupied at dissolution. The provision lists the categories that return — property, rights, privileges and franchises — and it explicitly reimposes liabilities, contracts, disabilities and debts. For practitioners this means pre-dissolution claims and obligations become enforceable again; any corporate acts that depended on continued corporate existence may be treated as if uninterrupted.
Commencement and short title
Section 2 makes the Act effective on the day it receives Royal Assent, so there is no delayed implementation window. Section 3 provides the short title. The immediate commencement has practical consequences: stakeholders should treat the revival as retroactively validating the corporation’s legal position from the dissolution date forward as soon as assent is granted.
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Who Benefits
- Andrew Zawadowski (applicant/shareholder): Revival restores his ability to carry on business under the corporate name and re-establishes corporate legal personality and assets that facilitate continuity of practice.
- Pre-dissolution creditors and contract counterparties: Parties holding claims, liens or unpaid invoices as of December 19, 2024 can enforce those obligations against the revived corporation rather than being limited to remedies available at dissolution.
- The corporation itself (as a legal entity): Revival reconsolidates title to property and contractual positions that may have been administratively interrupted by dissolution, preserving corporate continuity for transactional and regulatory purposes.
Who Bears the Cost
- Insurers (professional and general liability carriers): Insurers may face reopened claims or coverage disputes over whether policies apply to acts or claims arising during the dissolved period, potentially increasing exposure or triggering contested coverage determinations.
- Third-party transferees or purchasers who relied on the dissolution for clarity: Although the Act preserves rights acquired after dissolution, parties who structured transactions around the belief the corporation no longer existed may face administrative disruption and legal uncertainty.
- Regulatory bodies and registries (e.g., provincial corporate registry, tax authorities, professional college): These institutions must reconcile filings, registrations, tax returns and professional approvals across the dissolved interval, creating administrative work and potential compliance mismatches.
Key Issues
The Core Tension
The central tension is between restoring a dissolved corporation to protect the applicant’s business continuity and re-exposing the corporate entity (and therefore claimants) to liabilities that third parties may have reasonably treated as terminated — balancing relief for the owner against fairness and commercial reliance interests of others.
The Act uses a blunt instrument to accomplish a narrow fix: it restores the corporation as if it had never been dissolved, but it does not walk through the practical steps required to reconcile what happened during the dissolved interval. That gap creates several questions.
First, insurance: policies often include notice and continuous-coverage requirements; insurers may refuse coverage for incidents that occurred while the corporation was dissolved or assert that coverage ended with the entity’s dissolution. Second, asset transfers and distributions that occurred after dissolution may be protected under the Act’s carve-out for post-dissolution acquisitions, but the statute provides no mechanism to unwind improper transfers made in bad faith or to allocate recovered assets among creditors and purchasers.
A second set of implementation issues concerns regulatory approvals and professional licensing. Reviving corporate status does not automatically reinstate any separate authorizations required to practise medicine through a professional corporation.
The College of Physicians and Surgeons and other regulators will need to determine whether additional filings, re-approvals or compliance steps are necessary. Finally, there are limitation and priority questions: some statutory limitation periods or insolvency priorities may have evolved during the dissolution interval, and courts or tribunals will need to decide whether revival revives time-barred claims or changes priority among competing claimants.
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