Dissolution does not put a lease into limbo waiting for someone to fix the corporate filing. It ends the tenant’s interest immediately, by operation of law.
Short answer
The lease does not survive the dissolution as the corporation’s asset. Section 244(1) of Ontario’s Business Corporations Act provides: “If a corporation is dissolved, any of its property that has not been disposed of on the date of dissolution immediately forfeits to and vests in the Crown.” A leasehold interest is property for this purpose, and the forfeiture requires no act by anyone — it happens on the date of dissolution itself. See Business Corporations Act, s.244(1).
Reviving the dissolved corporation is a real and available fix, but it is not automatic and it is not unconditional. Where the Director revives a corporation, “the corporation shall be deemed for all purposes never to have been dissolved” — a fiction that restores the corporate shell — but that revival is expressly stated to be subject to “the rights, if any, acquired by any person during the period of dissolution.” If the Crown, or someone claiming through the Crown, has already dealt with the specific property while the corporation was dissolved, reviving the corporation restores the corporate person without automatically restoring that property to it.
Relief from a forfeiture is available under Ontario’s Forfeited Corporate Property Act, 2015, but on its own separate deadline — and that deadline is not simply ten years from the dissolution date. The Act sets several alternative triggers and takes whichever comes first, including the date the Crown actually disposes of the property to someone else. A revival filed comfortably inside a general limitation period can still be too late for one specific asset if the Crown has already sold or re-let it. See Forfeited Corporate Property Act, 2015, S.O. 2015, c. 38, Sched. 7.
Case Files: the relief window that closed when the Crown sold the lease is exactly this fact pattern, worked in full — a dormant subsidiary’s warehouse lease forfeited on dissolution in 2015, the Minister disposed of it to a new tenant in 2019, and a revival filed in 2025, comfortably inside the ten-year figure the group had been told to watch, recovered the corporation but not the lease.
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