319 (1) The charter of a corporation incorporated by letters patent may be surrendered if the corporation proves to the satisfaction of the Minister, (a)  that the surrender of its charter has been authorized, (i)  by a majority of the votes cast at a meeting of its shareholders or members duly called for that purpose or by such other vote as the letters patent or supplementary letters patent of the corporation provide, or (ii)  by the consent in writing of all the shareholders or members entitled to vote at such meeting; (b)  that it has parted with its property by distributing it rateably among its shareholders or members according to their rights and interests in the corporation; (c)  that it has no debts, obligations or liabilities or its debts, obligations or liabilities have been duly provided for or protected or its creditors or other persons having interests in its debts, obligations or liabilities consent; (c.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 (d)  that there are no proceedings pending in any court against it.  R.S.O. 1990, c. C.38, s. 319 (1); 1994, c. 27, s. 78 (12); 2015, c. 38, Sched. 7, s. 47 (14); 2017, c. 20, Sched. 7, s. 69 (1). Acceptance of surrender and dissolution of corporation (2) The Minister, upon due compliance with this section, may by order accept the surrender of the charter and declare the corporation to be dissolved on such date as the order may fix. 2017, c. 20, Sched. 7, s. 69 (2). Exception, registered owner of land (2.1) Despite subsection (1), the Minister may refuse to accept the surrender of the charter if the Minister learns that the corporation is a registered owner of land in Ontario. 2015, c. 38, Sched. 7, s. 47 (15); 2017, c. 20, Sched. 7, s. 69 (3). Where shareholder unknown (3) When a corporation surrenders its charter and a shareholder or member is unknown or the whereabouts of a shareholder or member is unknown, it may, by agreement with the Public Guardian and Trustee, deliver or convey the person’s share of the property to the Public Guardian and Trustee to be held in trust for the person, and such delivery or conveyance shall be deemed to be a rateable distribution among the shareholders or members for the purposes of clause (1) (b). R.S.O. 1990, c. C.38, s. 319 (3). Where creditor unknown (4) When a corporation surrenders its charter and a creditor is unknown or the whereabouts of a creditor is unknown, it 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 protection of the debt for the purposes of clause (1) (c). R.S.O. 1990, c. C.38, s. 319 (4). Power to convert (5) If the share of the property so delivered or conveyed to the Public Guardian and Trustee under subsection (3) is in a form other than money, the Public Guardian and Trustee may at any time, and within ten years after such delivery or conveyance shall, convert it into money. R.S.O. 1990, c. C.38, s. 319 (5). Payment to person entitled (6) If the share of the property delivered or conveyed under subsection (3) or its equivalent in money, or the amount paid under subsection (4), 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 the person’s 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. C.38, s. 319 (6). Property now held by Public Guardian and Trustee (7) Where an order has been made before the 30th day of April, 1954, accepting the surrender of the charter of a corporation and the Public Guardian and Trustee is holding property of the corporation in trust for its shareholders, members or creditors, subsections (5) and (6) apply to the property so held, except that the ten-year period mentioned in subsection (6) commences on the 30th day of April, 1954.  R.S.O. 1990, c. C.38, s. 319 (7). Section Amendments with date in force (d/m/y) 1994, c. 27, s. 78 (12) - 01/03/1995 CTS 30 AU 10 - 1 2015, c. 38, Sched. 7, s. 47 (14) - 19/10/2021; 2015, c. 38, Sched. 7, s. 47 (15) - 10/12/2016 2017, c. 20, Sched. 7, s. 69 (1-3) - 19/10/2021