Assessments made by the ARQ of the taxpayer for its 2006 and 2007 taxation years, after it had been dissolved in connection with voluntary dissolution proceedings for its winding-up into its parent, were invalid. Godbout J stated (at paras. 31, 45-48, TI translation):
[I]n this case, when the Enterprise Registrar issued a certificate of dissolution in accordance with the provisions of the Business Corporations Act certifying that the business corporation Mines d'Or Wesdome Inc. had ceased to exist on March 14, 2011, it no longer existed. …
It is provided that in such a case, by virtue of the dissolution of a business corporation, its rights and obligations become those of its sole shareholder, which becomes a party to any judicial or administrative proceeding to which the dissolved corporation was a party.
It is section 313 [of the QBCA] which so provides…[and under] which the legislator effects an indemnity obligation on the sole shareholder respecting the dissolved corporation.
When the Revenue Agency issued its Notice of Assessment of March 15, 2011 of Mines d'Or Wesdome Inc., it thereby issued a Notice of Assessment of a business corporation which no longer existed at that time, and it could not ignore that it was held by a sole shareholder at that time, Wesdome Gold Mines Ltd.
The Court must therefore pronounce its invalidity as the Agency had not addressed such Notice of Assessment to the right legal entity.
Email this Content