What can shareholders do if a corporation is deadlocked and can't make decisions in Ontario?

Deadlock typically arises in a corporation with two equal shareholders, or evenly split voting blocks, where neither side can get enough votes to pass a resolution or elect a functioning board, leaving the business unable to make necessary decisions. Ontario law offers a few overlapping paths depending on how serious the deadlock is: an oppression application if one side's conduct during the deadlock is itself unfair to the other, a request for the court to order a shareholder buyout to break the impasse, or in the most serious cases, an application to wind up the corporation on the just and equitable ground if the deadlock has become genuinely irreparable.

Before litigation, it's worth checking whether a shareholder agreement already addresses this - a well-drafted agreement often includes a deadlock-breaking mechanism, like a shotgun clause forcing one side to buy out the other at a price they set themselves, which is generally faster and cheaper than court intervention. Where no such mechanism exists, courts have significant flexibility to craft a remedy suited to the specific deadlock, rather than being limited to a single fixed outcome.