An Act to amend the Canada Business Corporations Act and the Canada Cooperatives Act and to amend other Acts in consequence (S.C. 2001, c. 14)
Full Document:
Assented to 2001-06-14
102. Subsections 209(2) to (4) of the Act are replaced by the following:
Marginal note:Articles of revival
(2) Articles of revival in the form that the Director fixes shall be sent to the Director.
Marginal note:Certificate of revival
(3) On receipt of articles of revival, the Director shall issue a certificate of revival in accordance with section 262, if
(a) the body corporate has fulfilled all conditions precedent that the Director considers reasonable; and
(b) there is no valid reason for refusing to issue the certificate.
Marginal note:Date of revival
(3.1) A body corporate is revived as a corporation under this Act on the date shown on the certificate of revival.
Marginal note:Rights preserved
(4) Subject to any reasonable terms that may be imposed by the Director, to the rights acquired by any person after its dissolution and to any changes to the internal affairs of the corporation after its dissolution, the revived corporation is, in the same manner and to the same extent as if it had not been dissolved,
(a) restored to its previous position in law, including the restoration of any rights and privileges whether arising before its dissolution or after its dissolution and before its revival; and
(b) liable for the obligations that it would have had if it had not been dissolved whether they arise before its dissolution or after its dissolution and before its revival.
Marginal note:Legal actions
(5) Any legal action respecting the affairs of a revived corporation taken between the time of its dissolution and its revival is valid and effective.
Definition of “interested person”
(6) In this section, “interested person” includes
(a) a shareholder, a director, an officer, an employee and a creditor of the dissolved corporation;
(b) a person who has a contractual relationship with the dissolved corporation;
(c) a person who, although at the time of dissolution of the corporation was not a person described in paragraph (a), would be such a person if a certificate of revival is issued under this section; and
(d) a trustee in bankruptcy for the dissolved corporation.
103. (1) Paragraph 210(3)(b) of the French version of the Act is replaced by the following:
b) d’autre part, la société ait effectué une répartition de biens et un règlement de dettes avant d’envoyer les clauses de dissolution au directeur conformément au paragraphe (4).
(2) Subsection 210(4) of the Act is replaced by the following:
Marginal note:Articles of dissolution
(4) Articles of dissolution in the form that the Director fixes shall be sent to the Director.
104. (1) Subsection 211(4) of the Act is replaced by the following:
Marginal note:Statement of intent to dissolve
(4) A statement of intent to dissolve in the form that the Director fixes shall be sent to the Director.
(2) Paragraph 211(7)(b) of the Act is replaced by the following:
(b) without delay take reasonable steps to give notice of it in each province in Canada where the corporation was carrying on business at the time it sent the statement of intent to dissolve to the Director;
(3) Subsection 211(10) of the Act is replaced by the following:
Marginal note:Revocation
(10) At any time after issue of a certificate of intent to dissolve and before issue of a certificate of dissolution, a certificate of intent to dissolve may be revoked by sending to the Director a statement of revocation of intent to dissolve in the form that the Director fixes, if such revocation is approved in the same manner as the resolution under subsection (3).
(4) Subsection 211(14) of the Act is replaced by the following:
Marginal note:Articles of dissolution
(14) Articles of dissolution in the form that the Director fixes shall be sent to the Director.
Marginal note:1994, c. 24, s. 25
105. (1) Subsection 212(1) of the Act is replaced by the following:
Marginal note:Dissolution by Director
212. (1) Subject to subsections (2) and (3), the Director may
(a) dissolve a corporation by issuing a certificate of dissolution under this section if the corporation
(i) has not commenced business within three years after the date shown in its certificate of incorporation,
(ii) has not carried on its business for three consecutive years,
(iii) is in default for a period of one year in sending to the Director any fee, notice or document required by this Act, or
(iv) does not have any directors or is in the situation described in subsection 109(4); or
(b) apply to a court for an order dissolving the corporation, in which case section 217 applies.
Marginal note:1994, c. 24, s. 25
(2) Paragraph 212(2)(b) of the Act is replaced by the following:
(b) published notice of that decision in a publication generally available to the public.
(3) Subsection 212(3) of the Act is replaced by the following:
Marginal note:Certificate of dissolution
(3) Unless cause to the contrary has been shown or an order has been made by a court under section 246, the Director may, after the expiration of the period referred to in subsection (2), issue a certificate of dissolution in the form that the Director fixes.
Marginal note:Exception — non-payment of incorporation fee
(3.1) Despite anything in this section, the Director may dissolve a corporation by issuing a certificate of dissolution if the required fee for the issuance of a certificate of incorporation has not been paid.
106. Subsection 213(4) of the Act is replaced by the following:
Marginal note:Certificate
(4) On receipt of an order under this section, section 212 or 214, the Director shall
(a) if the order is to dissolve the corporation, issue a certificate of dissolution in the form that the Director fixes; or
(b) if the order is to liquidate and dissolve the corporation under the supervision of the court, issue a certificate of intent to dissolve in the form that the Director fixes and publish notice of the order in a publication generally available to the public.
107. (1) The portion of paragraph 214(1)(a) of the French version of the Act before subparagraph (i) is replaced by the following:
a) il constate qu’elle abuse des droits de tout détenteur de valeurs mobilières, créancier, administrateur ou dirigeant, ou se montre injuste à leur égard en leur portant préjudice ou en ne tenant pas compte de leurs intérêts :
(2) Subparagraph 214(1)(a)(ii) of the French version of the Act is replaced by the following:
(ii) soit par la façon dont elle conduit ou a conduit ses activités commerciales ou ses affaires internes,
108. Paragraph 217(b) of the Act is replaced by the following:
(b) an order appointing a liquidator, with or without security, fixing the liquidator’s remuneration and replacing a liquidator;
109. The portion of paragraph 221(b) of the Act before subparagraph (i) is replaced by the following:
(b) without delay publish notice by insertion once a week for two consecutive weeks in a newspaper published or distributed in the place where the corporation has its registered office and take reasonable steps to give notice of the appointment in each province where the corporation carries on business, requiring any person
110. Subsection 222(2) of the Act is replaced by the following:
Marginal note:Due diligence
(2) A liquidator is not liable if the liquidator exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on
(a) financial statements of the corporation represented to the liquidator by an officer of the corporation or in a written report of the auditor of the corporation fairly to reflect the financial condition of the corporation; or
(b) a report of a person whose profession lends credibility to a statement made by the professional person.
111. Subsection 223(4) of the English version of the Act is replaced by the following:
Marginal note:Publication
(4) A liquidator shall give notice of their intention to make an application under subsection (2) to the Director, to each inspector appointed under section 217, to each shareholder and to any person who provided a security or fidelity bond for the liquidation, and shall publish the notice in a newspaper published or distributed in the place where the corporation has its registered office, or as otherwise directed by the court.
112. Subsection 226(1) of the Act is replaced by the following:
Definition of “shareholder”
226. (1) In this section, “shareholder” includes the heirs and personal representatives of a shareholder.
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