What is the difference between a corporation being dissolved and a corporation being forfeited for non-filing?
These are related but distinct concepts, and the terminology trips a lot of business owners up. Dissolution is what happens to the corporation itself — its legal existence ends, whether that happens voluntarily, with shareholders approving it and filing articles of dissolution, or administratively, with the government dissolving it for failing to file required returns, such as those required under the Corporations Information Act, or for failing to pay fees. Either way, the result is the same: the corporation no longer legally exists.
Forfeiture is what happens to a corporation's property after dissolution if it wasn't properly dealt with beforehand — under the Forfeited Corporate Property Act, undistributed property left behind by a dissolved corporation generally vests in the Crown. So forfeiture doesn't describe the corporation ending; it describes what becomes of what the corporation left behind.
In everyday conversation, people sometimes say a corporation was "forfeited" when they actually mean it was administratively dissolved for not filing its returns. Getting the two concepts straight matters if you're trying to figure out whether you need to revive a dissolved corporation, deal with forfeited property, or both.
Key takeaways
- Dissolution ends the corporation's legal existence, voluntarily or administratively.
- Forfeiture concerns leftover property of an already-dissolved corporation, not the corporation's existence itself.
- Administrative dissolution commonly follows failing to file returns or pay fees.
- The two concepts are often conflated in everyday language but have distinct legal consequences.