One cannot give away what one does not own. This concept is so
fundamental that it should go without saying. The same is true for
the principle of corporate separateness; that is, a corporation is
a distinct legal person from its directors and shareholders. Few
principles of law are better established than the proposition that
corporate assets belong to the corporation, not the shareholder.
But these ideas bear repeating, in light of conflicting case law in
Canada involving gifts, by will, of assets owned by
corporations.
It's not uncommon for an individual to intend that assets
held through a corporation be conveyed to one or more beneficiaries
upon the individual's death. Where the individual is the sole
director and shareholder of the corporation, he or she might
attempt to bequeath the corporate asset directly to the intended
beneficiary in their will. Unfortunately, this approach is unlikely
to work, although the Ontario Court of Appeal recently gave effect
to
