Can I disolve one company and start another.

Assets going from an incorporated company into a new company? OR are you just wanting to start up fresh without your ex and leave the other company, along with assets, alone?
 
Yes I would leave the assets alone. The reason I would want to do this so my new company could buy a piece of rental property so I can have some place to live. The X wont take her name off of the other company.
 
My family members would borrow the down payment. I dont want to touch the other company funds/assets.


Or give me another Idea of what I can do. I the current house is in the high 800's and it's not going to sell this year. we lowered it down 50thou in the last 3 months and no lookers. I dont have any place to stay in the current town. unless I rent a hotel room for my two weeks off. I want to see my kids,
 
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").

In this instance, you are best to get legal advice. Might be simpler to simply rent a place until you have finished all of the equalization matters from your divorce.
 
If your primary residence is owned by an inc then you would lose the capital gains exemption on profit when you eventually sell.
 
Actually, I'm lost. Your title states that you want to DISOLVE one company and start another. If the first company no longer exists you can't be in competition with it. Furthermore, how can u dissolve the first company without your stbx's consent and cooperation given you have already stated she won't take her name off of it?

I smell a rat.
 
I wouldnt resolve it I would make it sit idle. I would start a new one. I work as a consultant firm. My company works for a oil company. Im a contractor.
 
Like some comments above, I'm getting an unsettled feeling. If the ex is part owner of the first company, then this would be part of both of your equalization calculations. Dissolving the company without her consent will come across as suspicious in court.

Not sure where you live but you might want to ask your lawyer about the process of severing financial obligations first (meaning neither one of you will be liable for any debts of the other from that date post separation). I think you can then use the capital of your 60% share to establish your second company but I don't think you can dissolve the business until your matter is settled. Talk to your lawyer.

An alternative could be that your ex can buy you out.
 
Last edited:
Yes, you most certainly may incorporate a new holdco to carry on your future consulting and shelf the existing. You should speak to your accountant first - this is an accounting issue.

Does your existing holdco hold any real assets? Why does your ex not agree to sign off - where are you in equalization discussions?
 
We are still working on eqaulization. Assets there is a bit but nothing that is going to make a huge difference. Why she dose'nt want to sign off the reason she told me is her lawyer told her not yet.


Also Another question What is JDR?
 
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:
arabian said:
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").
Click to expand...

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;
Click to expand...

(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.
Click to expand...

http://www.google.ca/url?sa=t&rct=j...HynVuYD2ncmeOOABg&sig2=R173sASNTInvKieGZ0-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.
 
You must log in or register to reply here.
Back
Top