Davidson Cahill Morrison LLPToronto, ON · June 23, 2026Follow

Kamlu v 2502301 Ontario Inc: Why a Board-Less Corporation Cannot Litigate

In Kamlu v 2502301 Ontario Inc, the Ontario Superior Court dismissed an action as a nullity after the defence discovered the plaintiff corporation had operated for years with no valid board of directors, its sole directing mind an undischarged bankrupt. Justice Chiappetta held that an officer’s authority cannot outlive the board, and that a trustee’s silence is not ratification. A cautionary tale on corporate governance and the capacity to litigate.

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