238 (1) For the purpose of bringing the dissolution authorized under clause 237 (a) or (b) into effect, articles of dissolution must set out, (a)  the name of the corporation; (b)  that its dissolution has been duly authorized under clause 237 (a) or (b); (c)  that it has no debts, obligations or liabilities or its debts, obligations or liabilities have been duly provided for in accordance with subsection (3) or its creditors or other persons having interests in its debts, obligations or liabilities consent to its dissolution; (d)  that after satisfying the interests of creditors in all its debts, obligations and liabilities, if any, it has no property to distribute among its shareholders or that it has distributed its remaining property rateably among its shareholders according to their rights and interests in the corporation or in accordance with subsection (4) where applicable; (d.1)  if it was at any time a registered owner of land in Ontario, that it is no longer a registered owner of land in Ontario; and (e)  that there are no proceedings pending in any court against it. (f)  Repealed:  1994, c. 27, s. 71 (25). R.S.O. 1990, c. B.16, s. 238 (1); 1994, c. 27, s. 71 (25); 2015, c. 38, Sched. 7, s. 44 (6); 2017, c. 20, Sched. 6, s. 30 (1). Articles of dissolution where corporation never active (2) For the purpose of bringing a dissolution authorized under clause 237 (c) into effect, articles of dissolution must set out, (a)  the name of the corporation; (b)  the date set out in its certificate of incorporation; (c)  that the corporation has not commenced business; (d)  that none of its shares has been issued; (e)  that dissolution has been duly authorized under clause 237 (c); (f)  that it has no debts, obligations or liabilities; (g)  that after satisfying the interests of creditors in all its debts, obligations and liabilities, if any, it has no property to distribute or that it has distributed its remaining property to the persons entitled thereto; (g.1)  if it was at any time a registered owner of land in Ontario, that it is no longer a registered owner of land in Ontario; and (h)  that there are no proceedings pending in any court against it. (i)  Repealed:  1994, c. 27, s. 71 (26). R.S.O. 1990, c. B.16, s. 238 (2); 1994, c. 27, s. 71 (26); 2015, c. 38, Sched. 7, s. 44 (7); 2017, c. 20, Sched. 6, s. 30 (2). Where creditor unknown (3) Where a corporation authorizes its dissolution and a creditor is unknown or a creditor’s whereabouts is unknown, the corporation may, by agreement with the Public Guardian and Trustee, pay to the Public Guardian and Trustee an amount equal to the amount of the debt due to the creditor to be held in trust for the creditor, and such payment shall be deemed to be due provision for the debt for the purposes of clause (1) (c).  R.S.O. 1990, c. B.16, s. 238 (3). Where shareholder unknown (4) Where a corporation authorizes its dissolution and a shareholder is unknown or a shareholder’s whereabouts is unknown, it may, by agreement with the Public Guardian and Trustee, deliver or convey the shareholder’s share of the property to the Public Guardian and Trustee to be held in trust for the shareholder, and such delivery or conveyance shall be deemed to be a distribution to that shareholder of his, her or its rateable share for the purposes of the dissolution.  R.S.O. 1990, c. B.16, s. 238 (4). Power to convert (5) If the share of the property so delivered or conveyed to the Public Guardian and Trustee under subsection (4) is in a form other than cash, the Public Guardian and Trustee may at any time, and within ten years after such delivery or conveyance shall, convert it into cash.  R.S.O. 1990, c. B.16, s. 238 (5). Payment to person entitled (6) If the amount paid under subsection (3) or the share of the property delivered or conveyed under subsection (4) or its equivalent in cash, as the case may be, is claimed by the person beneficially entitled thereto within ten years after it was so delivered, conveyed or paid, it shall be delivered, conveyed or paid to the person, but, if not so claimed, it vests in the Public Guardian and Trustee for the use of Ontario, and, if the person beneficially entitled thereto at any time thereafter establishes a right thereto to the satisfaction of the Lieutenant Governor in Council, an amount equal to the amount so vested in the Public Guardian and Trustee shall be paid to the person.  R.S.O. 1990, c. B.16, s. 238 (6). Section Amendments with date in force (d/m/y) 1994, c. 27, s. 71 (25, 26) - 01/03/1995 CTS 30 AU 10 - 1 2015, c. 38, Sched. 7, s. 44 (6, 7) - 19/10/2021 2017, c. 20, Sched. 6, s. 30 (1, 2) - 19/10/2021