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ARTICLE · 20 JANUARY 2012

Winding-Up, Without Limitation (Periods)

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Does the two year limitation period in Ontario apply when the court is determining a just and equitable distribution of a company’s assets in a winding up proceeding?

CanadaLitigation, Mediation & Arbitration
Adam Chisholm
Adam Chisholm
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Does the two year limitation period in Ontario apply when the court is determining a just and equitable distribution of a company's assets in a winding up proceeding? In 2011680 Ontario Inc. v. 968831 Ontario Inc., 2011 ONSC 4595, the Honourable Justice Perell considered this issue, on an application to wind up 968831 Ontario Inc. ("Cashcode") pursuant to the Ontario Business Corporations Act, R.S.O. 1990, c. B. 16.

In the proceeding, both of the shareholders of Cashcode, 2011680 Ontario Inc. ("Levitan") and Saltsov Holdings Inc. ("Saltsov") agreed that Cashcode should be wound up. At issue was whether adjustments should be made in favour of Saltsov when distributing the assets of Cashcode. One the adjustments related to cash distributions made in the period 2003 to 2005 to shareholders and their wives which provided them with compensation above that of the Saltsov shareholder and his wife. The second adjustment sought by Saltsov related to tax liabilities incurred

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