Canada Business Corporations Act (R.S.C., 1985, c. C-44)

Act current to 2017-11-06 and last amended on 2015-02-26. Previous Versions

Marginal note:Obligation to acquire shares
  •  (1) If a shareholder holding shares of a distributing corporation does not receive an offeror’s notice under subsection 206(3), the shareholder may

    • (a) within ninety days after the date of termination of the take-over bid, or

    • (b) if the shareholder did not receive an offer pursuant to the take-over bid, within ninety days after the later of

      • (i) the date of termination of the take-over bid, and

      • (ii) the date on which the shareholder learned of the take-over bid,

    require the offeror to acquire those shares.

  • Marginal note:Conditions

    (2) If a shareholder requires the offeror to acquire shares under subsection (1), the offeror shall acquire the shares on the same terms under which the offeror acquired or will acquire the shares of the offerees who accepted the take-over bid.

  • 2001, c. 14, s. 100.

PART XVIIILiquidation and Dissolution

Definition of court

 In this Part, court means a court having jurisdiction in the place where the corporation has its registered office.

  • 1974-75-76, c. 33, s. 200;
  • 1978-79, c. 9, s. 1(F).
Marginal note:Application of Part
  •  (1) This Part, other than sections 209 and 212, does not apply to a corporation that is an insolvent person or a bankrupt as those terms are defined in subsection 2(1) of the Bankruptcy and Insolvency Act.

  • Marginal note:Staying proceedings

    (2) Any proceedings taken under this Part to dissolve or to liquidate and dissolve a corporation shall be stayed if the corporation is at any time found, in a proceeding under the Bankruptcy and Insolvency Act, to be an insolvent person as defined in subsection 2(1) of that Act.

  • R.S., 1985, c. C-44, s. 208;
  • 1992, c. 27, s. 90;
  • 2001, c. 14, s. 101.
Marginal note:Revival
  •  (1) When a body corporate is dissolved under this Part or under section 268 of this Act, section 261 of chapter 33 of the Statutes of Canada, 1974-75-76, or subsection 297(6) of the Canada Not-for-profit Corporations Act, any interested person may apply to the Director to have the 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 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.

  • R.S., 1985, c. C-44, s. 209;
  • 2001, c. 14, s. 102;
  • 2009, c. 23, s. 310.
Marginal note:Dissolution before commencing business
  •  (1) A corporation that has not issued any shares 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 shareholders or, where it has issued more than one class of shares, by special resolutions of the holders of each class whether or not they 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 shareholders or, where it has issued more than one class of shares, by special resolutions of the holders of each class whether or not they are otherwise entitled to vote, if

    • (a) by the special resolution or resolutions the shareholders authorize the directors to cause the corporation to distribute any property and discharge any liabilities; and

    • (b) the corporation has distributed any property and discharged any liabilities before it sends articles of dissolution to the Director pursuant to 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 262.

  • Marginal note:Effect of certificate

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

  • R.S., 1985, c. C-44, s. 210;
  • 2001, c. 14, s. 103.
Marginal note:Proposing liquidation and dissolution
  •  (1) The directors may propose, or a shareholder who is entitled to vote at an annual meeting of shareholders may, in accordance with section 137, make a proposal for, the voluntary liquidation and dissolution of a corporation.

  • Marginal note:Notice of meeting

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

  • Marginal note:Shareholders resolution

    (3) A corporation may liquidate and dissolve by special resolution of the shareholders or, where the corporation has issued more than one class of shares, by special resolutions of the holders of each class whether or not they 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 262.

  • Marginal note:Effect of certificate

    (6) On issue of a certificate of intent to dissolve, the corporation shall cease to carry on business 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 issue of a certificate of intent to dissolve, the corporation shall

    • (a) immediately cause notice thereof 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 business at the time it sent the statement of intent to dissolve to the Director;

    • (c) proceed to collect its property, to dispose of properties that are not to be distributed in kind to its shareholders, to discharge all its obligations and to do all other acts required to liquidate its business; and

    • (d) after giving the notice required under paragraphs (a) and (b) and adequately providing for the payment or discharge of all its obligations, distribute its remaining property, either in money or in kind, among its shareholders according to their respective rights.

  • Marginal note:Supervision by court

    (8) The Director or any interested person may, at any time during the liquidation of a corporation, apply to a court for an order that the liquidation be continued under the supervision of the court as provided in this Part, and on such application the court may so order and make any further order it thinks fit.

  • Marginal note:Notice to Director

    (9) An applicant 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 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).

  • 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 262.

  • 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 business or businesses.

  • 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 262.

  • Marginal note:Effect of certificate

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

  • R.S., 1985, c. C-44, s. 211;
  • 2001, c. 14, s. 104.
 
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