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Canada Not-for-profit Corporations Act (S.C. 2009, c. 23)

Act current to 2022-09-22 and last amended on 2022-08-31. Previous Versions

PART 14Liquidation and Dissolution (continued)

Marginal note:Application of Part

  •  (1) This Part does not apply to a corporation for which there is a trustee in bankruptcy, a trustee under a proposal or an interim receiver under the Bankruptcy and Insolvency Act, or a receiver acting under a provincial law, until the end of the prescribed period after

    • (a) the trustee or interim receiver has been discharged; or

    • (b) the receiver has provided to the Superintendent of Bankruptcy the final report and statement of accounts required by subsection 246(3) of the Bankruptcy and Insolvency Act.

  • Marginal note:Staying proceedings

    (2) Any proceedings under this Part to dissolve or to liquidate and dissolve a corporation that are pending when a trustee, interim receiver or receiver referred to in subsection (1) becomes entitled to act with respect to the corporation are stayed until the end of the prescribed period after

    • (a) the trustee or interim receiver has been discharged; or

    • (b) the receiver has provided to the Superintendent of Bankruptcy the final report and statement of accounts required by subsection 246(3) of the Bankruptcy and Insolvency Act.

Marginal note:Revival

  •  (1) If a corporation or other body corporate is dissolved under this Part, or if a body corporate created or continued under Part II of the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970 — or that is subject to Part III of that Act — is dissolved under that Act, any interested person may apply to the Director to have the dissolved corporation or other body corporate revived as a corporation under this Act.

  • 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 276, if

    • (a) the dissolved corporation or 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

    (4) A dissolved corporation or other body corporate is revived as a corporation under this Act on the date shown on the certificate of revival.

  • Marginal note:Special Act no longer applicable

    (5) On the revival of a body corporate without share capital incorporated by a special Act of Parliament as a corporation under this Act, the special Act ceases to apply to the corporation.

  • Marginal note:Rights preserved

    (6) 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 or body corporate 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 but 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 but before its revival.

  • Marginal note:Legal actions

    (7) 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

    (8) In this section, interested person includes

    • (a) a member, a director, an officer, an employee and a creditor of a dissolved corporation or body corporate;

    • (b) a person who has a contract — other than, in Quebec, a contract by gratuitous title — with the dissolved corporation or body corporate;

    • (c) a person who, although at the time of dissolution of the corporation or body corporate was not a person described in paragraph (a), would be such a person if a certificate of revival were issued under this section; and

    • (d) a trustee in bankruptcy or a liquidator for the dissolved corporation or body corporate.

Marginal note:Dissolution before commencing activities

  •  (1) A corporation that has not issued any memberships may be dissolved at any time by resolution of all the directors.

  • Marginal note:Dissolution if no property

    (2) A corporation that has no property and no liabilities may be dissolved by special resolution of the members or, if it has more than one class or group of members, by special resolution of each class or group whether or not the members are otherwise entitled to vote.

  • Marginal note:Dissolution where property disposed of

    (3) A corporation that has property or liabilities or both may be dissolved by special resolution of the members or, if it has more than one class or group of members, by special resolution of each class or group whether or not the members are otherwise entitled to vote, if

    • (a) by the special resolution or resolutions the members authorize the directors to cause the corporation to distribute any money or other property in accordance with sections 234 to 236 and discharge any liabilities; and

    • (b) the corporation has distributed any money or other property and discharged any liabilities before it sends articles of dissolution to the Director under subsection (4).

  • Marginal note:Articles of dissolution

    (4) Articles of dissolution in the form that the Director fixes shall be sent to the Director.

  • Marginal note:Certificate of dissolution

    (5) On receipt of articles of dissolution, the Director shall issue a certificate of dissolution in accordance with section 276.

  • Marginal note:Effect of certificate

    (6) The corporation ceases to exist on the date shown in the certificate of dissolution.

Marginal note:Proposing liquidation and dissolution

  •  (1) The directors may propose the voluntary liquidation and dissolution of a corporation, or a member who is entitled to vote at an annual meeting of members may make such a proposal in accordance with section 163.

  • Marginal note:Notice of meeting

    (2) Notice of any meeting of members at which voluntary liquidation and dissolution is to be proposed shall set out the terms of the proposal.

  • Marginal note:Members’ resolution

    (3) A corporation may liquidate and dissolve by special resolution of the members or, if the corporation has more than one class or group of members, by special resolution of each class or group whether or not the members are otherwise entitled to vote.

  • 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.

  • Marginal note:Certificate of intent to dissolve

    (5) On receipt of a statement of intent to dissolve, the Director shall issue a certificate of intent to dissolve in accordance with section 276.

  • Marginal note:Effect of certificate

    (6) On the issuance of a certificate of intent to dissolve, the corporation shall cease to carry on its activities except to the extent necessary for the liquidation, but its corporate existence continues until the Director issues a certificate of dissolution.

  • Marginal note:Liquidation

    (7) After the issuance of a certificate of intent to dissolve, the corporation shall

    • (a) immediately cause notice of the certificate to be sent to each known creditor of the corporation;

    • (b) without delay take reasonable steps to give notice of it in each province in Canada where the corporation was carrying on activities at the time it sent the statement of intent to dissolve to the Director;

    • (c) do all acts required to liquidate its property — including collecting its property, transferring property referred to in section 234 and converting any property not to be transferred or distributed in kind into money — and discharge all its liabilities; and

    • (d) after giving the notice required under paragraphs (a) and (b) and adequately providing for the discharge of all of its liabilities, distribute its remaining property, either in money or in kind, in accordance with sections 235 and 236.

  • Marginal note:Supervision by court

    (8) On the application of the Director or any interested person made at any time during the liquidation of a corporation, a court may order that the liquidation be continued under the supervision of the court as provided in this Part and make any further order that it thinks fit.

  • Marginal note:Notice to Director

    (9) An interested person who makes an application under this section shall give the Director notice of the application, and the Director is entitled to appear and be heard in person or by counsel.

  • Marginal note:Revocation

    (10) At any time after the issue of a certificate of intent to dissolve and before the 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 the revocation is approved in the same manner as the resolution under subsection (3).

  • Marginal note:Certificate of revocation of intent to dissolve

    (11) On receipt of a statement of revocation of intent to dissolve, the Director shall issue a certificate of revocation of intent to dissolve in accordance with section 276.

  • Marginal note:Effect of certificate

    (12) On the date shown in the certificate of revocation of intent to dissolve, the revocation is effective and the corporation may continue to carry on its activities.

  • Marginal note:Right to dissolve

    (13) If a certificate of intent to dissolve has not been revoked and the corporation has complied with subsection (7), the corporation shall prepare articles of dissolution.

  • Marginal note:Articles of dissolution

    (14) Articles of dissolution in the form that the Director fixes shall be sent to the Director.

  • Marginal note:Certificate of dissolution

    (15) On receipt of articles of dissolution, the Director shall issue a certificate of dissolution in accordance with section 276.

  • Marginal note:Effect of certificate

    (16) The corporation ceases to exist on the date shown in the certificate of dissolution.

Marginal note:Dissolution by Director

  •  (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 its activities within the prescribed period after the date shown in its certificate of incorporation,

      • (ii) has not carried on its activities for the prescribed period,

      • (iii) is in default for a prescribed period in sending to the Director any fee, notice or other document required by this Act, or

      • (iv) does not have any directors or is in the situation described in subsection 130(4); or

    • (b) apply to a court for an order dissolving the corporation, in which case section 227 applies.

  • Marginal note:Publication

    (2) The Director shall not dissolve a corporation under this section until the Director has

    • (a) given notice of the decision to dissolve the corporation to the corporation and to each director; and

    • (b) published notice of that decision in a publication generally available to the public.

  • 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 258, the Director may, after the expiry of the prescribed period, issue a certificate of dissolution.

  • Marginal note:Exception — non-payment of incorporation fee

    (4) 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.

  • Marginal note:Effect of certificate

    (5) The corporation ceases to exist on the date shown in the certificate of dissolution.

Marginal note:Grounds for dissolution

  •  (1) The Director or any interested person may apply to a court for an order dissolving a corporation if the corporation has

    • (a) failed for the prescribed period to comply with the requirements of this Act with respect to the holding of annual meetings of members;

    • (b) contravened subsection 17(2) or section 22, 23, 174 or 175; or

    • (c) procured any certificate under this Act by misrepresentation.

  • Marginal note:Notice to Director

    (2) An interested person who makes an application under this section shall give the Director notice of the application, and the Director is entitled to appear and be heard in person or by counsel.

  • Marginal note:Dissolution order

    (3) On an application under this section or section 222, the court may order that the corporation be dissolved or that the corporation be liquidated and dissolved under the supervision of the court and may make any other order that it thinks fit.

  • Marginal note:Certificate

    (4) On receipt of an order under this section or section 222 or 224, the Director shall

    • (a) if the order is to dissolve the corporation, issue a certificate of dissolution; 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 and publish notice of the order in a publication generally available to the public.

  • Marginal note:Effect of certificate

    (5) The corporation ceases to exist on the date shown in the certificate of dissolution.

Marginal note:Further grounds

  •  (1) On the application of a member, a court may order the liquidation and dissolution of a corporation or any of its affiliated corporations

    • (a) if the court is satisfied that in respect of the corporation or any of its affiliates, any of the following is oppressive or unfairly prejudicial to, or unfairly disregards the interests of, any shareholder, creditor, director, officer or member, or causes such a result:

      • (i) any act or omission of the corporation or any of its affiliates,

      • (ii) the conduct of the activities or affairs of the corporation or any of its affiliates, or

      • (iii) the exercise of the powers of the directors of the corporation or any of its affiliates; or

    • (b) if the court is satisfied that

      • (i) a unanimous member agreement entitles a complaining member to demand dissolution of the corporation after the occurrence of a specified event and that event has occurred, or

      • (ii) it is just and equitable that the corporation should be liquidated and dissolved.

  • Marginal note:Faith-based defence

    (2) The court may not make an order under paragraph (1)(a) if the court is satisfied that

    • (a) the corporation is a religious corporation;

    • (b) the act or omission, the conduct or the exercise of powers is based on a tenet of faith held by the members of the corporation; and

    • (c) it was reasonable to base the act or omission, the conduct or the exercise of powers on the tenet of faith, having regard to the activities of the corporation.

  • Marginal note:Alternative order

    (3) On an application under this section, the court may make any order under this section or section 253 that it thinks fit.

  • Marginal note:Application of s. 254

    (4) Section 254 applies to an application under this section.

 
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