Can a contract signed by a corporation still be enforced after the corporation is dissolved?
Once a corporation is dissolved, it no longer exists as a legal person, which creates a real practical problem for enforcing a contract it signed, whether the corporation is the one trying to enforce it or the one being sued on it. A contract doesn't become void just because one of the parties was later dissolved, but there needs to be a legal entity capable of suing or being sued for the contract to actually be enforced through the courts.
This is one of the most common reasons for reviving a dissolved corporation under the Business Corporations Act: revival restores the corporation's existence, generally treated as if the dissolution hadn't interrupted things, specifically so a contract claim, by or against the corporation, can be properly pursued or defended. Without revival, a party trying to sue a dissolved corporation, or a dissolved corporation trying to sue someone else, generally can't move the claim forward in the ordinary way.
If you're dealing with a contract involving a corporation you've just learned was dissolved, whether you're owed money under it or facing a claim, revival is usually the necessary first step before anything else can happen.
Key takeaways
- Dissolution doesn't void a contract, but it removes the legal entity needed to enforce it in court.
- Reviving the corporation is the standard route to allow a contract claim to proceed.
- This applies whether the dissolved corporation is the one suing or being sued.
- Confirm the corporation's status before assuming a contract claim can move forward as usual.