Dissolution Clause (Public Benefit Corporation, Charity) (Articles of Incorporation) (ONCA)

Summary

This is a dissolution clause for a charitable public benefit corporation, incorporated under the Ontario Not-for-Profit Corporations Act, 2010, S.O. 2010, c. 15 (“ONCA”). It contains practical guidance and drafting notes. The clause is included in the articles of incorporation of the charitable public benefit corporation, and provides instructions for the distribution of property and revenue in the event that the corporation is dissolved. Under the ONCA, a corporation may be voluntarily dissolved if it is authorized to do so by (a) special resolution passed at a meeting of members duly called for that purpose, or (b) the consent of all members entitled to vote at a meeting of the members, but it can also be dissolved by order of the Director (ONCA, ss. 166 and 170. For a sample dissolution clause for a public benefit corporation that is not a charity, see the Dissolution Clause (Public Benefit Corporation, Non-Charity) (Articles of Incorporation) (ONCA). For a sample clause for a ...