In 2008, I wrote an article for the Hamilton Law Association Journal that, among other things, addressed the status of directors of a corporation that has been dissolved. I referred to Leger v R, 2007 TCC 322, which held that, under the Business Corporations Act (New Brunswick), an individual who was a director a dissolved corporation is restored to that position when the corporation is revived. I called directors in those circumstances “flies trapped in amber”. I speculated that a director of a dissolved corporation might nonetheless resign as such by delivering a written resignation to a (former) officer of the dissolved corporation.
The Federal Court of Appeal in Aujla v R, 2008 FCA 304, without referring to Leger, arrived at the opposite conclusion regarding a corporation under the Company Act (BC): the Court held that a director ceased to have that status when the relevant corporation was dissolved involuntarily.
The Crown in Maragos tried to argue that revival of a corporation under the Canada Business Corporations Act restored a director to that office. Mr Justice Graham disagreed. He specifically ruled out the idea that a director of a dissolved corporation can resign as such (how to deliver a resignation to something that doesn’t exist?). He held that a director of a dissolved corporation is not restored to that office upon revival.
For a discussion of Maragos, see Philip Friedlan and Adam Friedlan “Directors’ Liability and Corporate
Revival: Are Directors of Dissolved Corporations Restored to Office Upon Revival?” Tax for the Owner-Manager 26:2 (April 2026). They note the Court might have arrived a different conclusion under the Business Corporations Act (Ontario) (the “OBCA”) because upon revival “the corporation shall be deemed for all purposes never to have been dissolved” (OBCA subsection 241(9)). This phrase is not found in the CBCA.
