- You generally do not need to revive a dissolved corporation before suing it — Ontario's Business Corporations Act allows proceedings against a dissolved corporation as if it had never been dissolved.
- Suing a dissolved corporation requires serving the Public Guardian and Trustee and, where applicable, the minister responsible for forfeited corporate property.
- A dissolved corporation can also be formally revived — within 20 years of dissolution — which can help with recovering forfeited corporate assets.
- If the business was a sole proprietorship, closing the business does not end the owner's personal liability — you sue the individual directly.
- Limitation periods keep running even if a business closes — you generally still have only two years from discovering your claim.
- Pursuing directors or officers personally for a corporation's debts is possible only in narrow, exceptional circumstances.
The Short Answer
Yes, in most cases you can still sue a business that has closed. If it was a sole proprietorship, you sue the individual owner, who remains personally liable regardless of whether the business is still running. If it was a dissolved corporation, Ontario's Business Corporations Act generally allows you to sue the dissolved corporation directly, without needing to formally revive it first.
Corporation vs. Sole Proprietorship: Why It Matters
The single biggest factor in how you sue a closed business is its legal structure. A corporation is a separate legal entity from its owners — this is exactly why understanding whether it still exists, has been dissolved, or was ever properly incorporated at all matters so much. A sole proprietorship, by contrast, has no separate legal existence — it is simply the owner operating under a business name.
Suing a Dissolved Corporation
Many people assume a dissolved corporation is completely beyond reach. In fact, Ontario's Business Corporations Act generally permits a civil proceeding to be brought against a corporation after its dissolution, as if it had never been dissolved.
If you sue a dissolved corporation, you are generally required to serve the Public Guardian and Trustee, and in some cases the minister responsible for the Forfeited Corporate Property Act, 2015, as part of the process. This is a specific procedural step — missing it can create problems with your claim.
Reviving a Dissolved Corporation
Separately, any interested person — including a creditor — can apply to revive a dissolved Ontario corporation, generally within 20 years of its dissolution. Once revived, the corporation is deemed, for most purposes, to have never been dissolved at all.
Revival can matter most where the corporation had assets that were forfeited to the Crown upon dissolution, since recovering forfeited property generally requires either a timely revival or a separate process under the Forfeited Corporate Property Act, 2015. Timing rules around this are technical — get legal advice if meaningful assets may be involved.
Suing a Sole Proprietor Whose Business Closed
If the business was never incorporated — a sole proprietorship or an informal operation under a business name — closing up shop does not end the owner's personal liability for debts incurred while operating it. You sue the individual directly, using their full legal name.
A contractor operating as “Smith Renovations” — never incorporated — leaves a job unfinished and stops answering calls. The homeowner learns the business name is no longer active. Because it was a sole proprietorship, the homeowner can sue the individual, John Smith, personally, using his legal name along with the business name.
Finding the Right Defendant
- Corporate search: An Ontario corporate search through ServiceOntario can confirm a company's exact legal name, status (active, dissolved, or revived), and last known registered office or director information.
- Business records: Invoices, contracts, and correspondence often contain the legal name or owner information needed to properly identify the defendant.
- Master Business Licence lookups: For sole proprietorships and partnerships operating under a business name, registration records can help confirm the actual owner.
Time Limits Still Apply
Ontario's Limitations Act, 2002 generally requires a claim to be started within two years of discovering the loss and who caused it — this deadline keeps running regardless of whether the business you need to sue has since closed or dissolved. Don't delay simply because the business appears to be gone.
Can You Pursue Directors or Officers Personally?
Generally, no — one of the core purposes of incorporation is to shield owners and directors from personal liability for the company's debts. There are narrow exceptions, including:
- A director or officer personally guaranteed the debt
- The corporate structure was used fraudulently or improperly to avoid a legitimate obligation
- Specific statutory provisions impose personal liability in certain circumstances (such as unpaid wages in limited cases)
These situations require specific legal grounds and are far from automatic — get legal advice before assuming you can simply sue an individual behind a closed corporation.
Practical Steps
- Confirm the business structure — corporation, sole proprietorship, or partnership — using your existing records and, if needed, a corporate search.
- Check the corporation's status, if applicable, to see whether it is dissolved, and if so, when.
- Identify the correct individual defendant if the business was a sole proprietorship.
- File promptly, keeping the two-year limitation period in mind regardless of the business's current status.
- Consider whether meaningful assets exist to collect against before investing significant time and cost.
Owed money by a business that has closed? Call our Toronto litigation lawyers at 416-274-2222 for a free consultation on your options.
Frequently Asked Questions
Yes, in most cases. If the business was a sole proprietorship, the owner remains personally liable regardless of whether the business itself has stopped operating. If it was a corporation that has been formally dissolved, Ontario's Business Corporations Act generally allows you to sue the dissolved corporation as if it had never been dissolved, without needing to revive it first.
Generally, no. Under the Business Corporations Act, you can bring a civil proceeding against a dissolved corporation as if it had not been dissolved, though you must serve the Public Guardian and Trustee, and in some cases the minister responsible for the Forfeited Corporate Property Act, as part of the process.
Reviving a dissolved corporation means formally restoring it to active status, which is deemed to apply retroactively as if it had never been dissolved. This can be useful in some circumstances, particularly around recovering assets that may have been forfeited to the Crown upon dissolution, but it is a separate process from simply suing the dissolved corporation.
You sue the individual owner personally, using their full legal name — for example, "Jane Doe, carrying on business as Doe Contracting." A sole proprietorship has no separate legal existence from its owner, so closing the business does not shield the owner from personal liability for debts incurred while operating it.
For corporations, an Ontario corporate search (through ServiceOntario) can confirm the exact legal name, status, and last known registered address or director information, even after dissolution. For sole proprietorships, checking the original business registration, invoices, and any signed contracts can help confirm the owner's legal name.
Yes. Ontario's Limitations Act, 2002 generally requires you to start your claim within two years of discovering the loss and who caused it, regardless of whether the business later closes or dissolves. A closed business does not pause or extend your deadline to sue.
Generally, no — a properly incorporated business shields its owners and directors from personal liability for the company's debts. Exceptions exist in narrow circumstances, such as where a director provided a personal guarantee, engaged in fraud, or where the corporate structure was used improperly to avoid a legitimate debt. These situations require specific legal grounds and are not automatic.
If a business was operating without proper registration, you may still be able to identify and sue the individual(s) actually operating it, based on invoices, contracts, or other evidence showing who you were really dealing with, even if the business name itself was informal or unregistered.
This is worth thinking through before filing. A judgment is only valuable if there is something to collect against — assets, ongoing income, or property. If a business and its owner both appear to have no meaningful assets, it may be worth weighing the cost of proceeding against the realistic likelihood of recovery, though a debtor examination after judgment can help clarify what is actually available.
If the debtor — whether the dissolved corporation, its revived version, or an individual sole proprietor — has identifiable assets, income, or bank accounts, you can pursue standard enforcement tools such as garnishment or a writ of seizure and sale. See our guide on collecting a judgment in Ontario for the full process.