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Can I disolve one company and start another.

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  • #16
    In Alberta (Edmonton anyhow) the lawyers are present with a judge. You both present your brief 30 days before the JDR. JDR is conducted (in Edmonton) in a conference room in the Law Courts Building. BINDING JDR means that you both accept the judge's decision. You have to both agree to this before you enter into the JDR. Any other type of JDR (IMO) is a waste of time and just like those things in Ontario where you basically test your case with a senior lawyer. Silly and IMO the only people who benefit from that farce are the lawyers.

    Nice thing about JDR is that is is quick and it is not published and you don't go through the witness thing. It's a one-shot deal. Usually takes a day or less instead of a lengthy trial. I highly recommend this. My ex and I did this (30 yrs marriage). When it comes down to everything it's really just about the money anyhow.
    Last edited by arabian; 10-19-2014, 11:15 PM.

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    • #17
      Originally posted by arabian View Post
      If you set up a new company are you not then in direct competition with the incorporated company? Remember, a limited company is it's own legal entity. You are merely a shareholder a/o director. You might very well have articles of incorporation filed wherein it states a director cannot be in direct competition (commonly referred to as a "personal services contract").
      Articles of incorporation do not make these statements. If anywhere, it would be in an employment agreement between him and his company. In common law a director has a fiduciary duty to the company to act in the best interests of the company, but there is virtually nothing that will prevent a director from carrying on a similar business in another company.

      I don't work in a law firm in Alberta and therefore anything I say is mostly based off of my experience in another province, if your ex is a shareholder, she will have to sign the resolution authorizing the dissolution or she will have to consent to the dissolution at a meeting of the shareholders. If you have 60% of the issued shares, you don't have enough of the shares to unilaterally dissolve the corporation if she won't consent:

      (ii) “special resolution” means a resolution passed by a majority
      of not less than 2/3 of the votes cast by the shareholders who
      voted in respect of that resolution or signed by all the
      shareholders entitled to vote on that resolution;
      (3) A corporation may liquidate and dissolve by special resolution
      of the shareholders or, if the corporation has issued more than one
      class of shares, by special resolution of the holders of each class
      whether or not they are otherwise entitled to vote.
      http://www.google.ca/url?sa=t&rct=j&...TInvKieGZ0-hnQ

      In Ontario you also have to distribute all of the assets to the shareholders (after paying off any liabilities) and file a tax return stating that there are no assets or liabilities so you can get the consent from the Ministry of Finance to dissolve.

      If you were in Ontario, and your ex is a director and/or officer, you could remove her as you have enough votes to do so. She would have the right to be heard at the meeting removing her, but that won't help her as you could simply out vote her. Once she is removed as a director, you could remove her as an officer.

      But dissolving the company likely won't be possible unless she consents. Should you try, and possibly succeed, to dissolve the company without her knowledge or consent, you would likely be bent over pretty hard by a judge for acting illegally & unreasonably and your credibility would be shot.

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