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

Act current to 2016-06-06 and last amended on 2015-02-26. Previous Versions

Marginal note:Costs of liquidation
  •  (1) A liquidator shall pay the costs of liquidation out of the property of the corporation and shall pay or make adequate provision for all claims against the corporation.

  • Marginal note:Final accounts

    (2) Within one year after appointment, and after paying or making adequate provision for all claims against the corporation, the liquidator shall apply to the court

    • (a) for approval of the final accounts and for an order permitting the liquidator to distribute in money or in kind the remaining property of the corporation to its shareholders according to their respective rights; or

    • (b) for an extension of time, setting out the reasons therefor.

  • Marginal note:Shareholder application

    (3) If a liquidator fails to make the application required by subsection (2), a shareholder of the corporation may apply to the court for an order for the liquidator to show cause why a final accounting and distribution should not be made.

  • 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, fidelity bond or fidelity insurance 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.

  • Marginal note:Final order

    (5) If the court approves the final accounts rendered by a liquidator, the court shall make an order

    • (a) directing the Director to issue a certificate of dissolution;

    • (b) directing the custody or disposal of the documents and records of the corporation; and

    • (c) subject to subsection (6), discharging the liquidator.

  • Marginal note:Delivery of order

    (6) The liquidator shall forthwith send a certified copy of the order referred to in subsection (5) to the Director.

  • Marginal note:Certificate of dissolution

    (7) On receipt of the order referred to in subsection (5), the Director shall issue a certificate of dissolution in accordance with section 262.

  • Marginal note:Effect of certificate

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

  • R.S., 1985, c. C-44, s. 223;
  • 2001, c. 14, ss. 111(E), 135(E);
  • 2011, c. 21, s. 64.
Marginal note:Right to distribution in money
  •  (1) If in the course of liquidation of a corporation the shareholders resolve or the liquidator proposes to

    • (a) exchange all or substantially all the property of the corporation for securities of another body corporate that are to be distributed to the shareholders, or

    • (b) distribute all or part of the property of the corporation to the shareholders in kind,

    a shareholder may apply to the court for an order requiring the distribution of the property of the corporation to be in money.

  • Marginal note:Powers of court

    (2) On an application under subsection (1), the court may order

    • (a) all the property of the corporation to be converted into and distributed in money; or

    • (b) the claims of any shareholder applying under this section to be satisfied by a distribution in money, in which case subsections 190(20) to (22) apply.

  • 1974-75-76, c. 33, s. 217;
  • 1978-79, c. 9, s. 1(F).
Marginal note:Custody of records
  •  (1) A person who has been granted custody of the documents and records of a dissolved corporation remains liable to produce such documents and records for six years following the date of its dissolution or until the expiration of such other shorter period as may be ordered under subsection 223(5).

  • Marginal note:Offence

    (2) A person who, without reasonable cause, contravenes subsection (1) is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both.

  • 1974-75-76, c. 33, s. 218;
  • 1978-79, c. 9, s. 1(F).

Definition of shareholder

  •  (1) In this section, shareholder includes the heirs and personal representatives of a shareholder.

  • Marginal note:Continuation of actions

    (2) Notwithstanding the dissolution of a body corporate under this Act,

    • (a) a civil, criminal or administrative action or proceeding commenced by or against the body corporate before its dissolution may be continued as if the body corporate had not been dissolved;

    • (b) a civil, criminal or administrative action or proceeding may be brought against the body corporate within two years after its dissolution as if the body corporate had not been dissolved; and

    • (c) any property that would have been available to satisfy any judgment or order if the body corporate had not been dissolved remains available for such purpose.

  • Marginal note:Service

    (3) Service of a document on a corporation after its dissolution may be effected by serving the document on a person shown in the last notice filed under section 106 or 113.

  • Marginal note:Idem

    (3.1) Service of a document on a company to which the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, applied that has been dissolved by subsection 261(8) of the Canada Business Corporations Act, chapter 33 of the Statutes of Canada, 1974-75-76 and chapter 9 of the Statutes of Canada, 1978-79, may be effected by serving the document on a person shown as a director in the last annual summary filed by the company pursuant to the Canada Corporations Act.

  • Marginal note:Reimbursement

    (4) Notwithstanding the dissolution of a body corporate under this Act, a shareholder to whom any of its property has been distributed is liable to any person claiming under subsection (2) to the extent of the amount received by that shareholder on such distribution, and an action to enforce such liability may be brought within two years after the date of the dissolution of the body corporate.

  • Marginal note:Representative action

    (5) A court may order an action referred to in subsection (4) to be brought against the persons who were shareholders as a class, subject to such conditions as the court thinks fit and, if the plaintiff establishes a claim, the court may refer the proceedings to a referee or other officer of the court who may

    • (a) add as a party to the proceedings each person who was a shareholder found by the plaintiff;

    • (b) determine, subject to subsection (4), the amount that each person who was a shareholder shall contribute towards satisfaction of the plaintiff’s claim; and

    • (c) direct payment of the amounts so determined.

  • R.S., 1985, c. C-44, s. 226;
  • 1992, c. 1, s. 57;
  • 2001, c. 14, ss. 112, 135(E);
  • 2011, c. 21, s. 65(F).
Marginal note:Unknown claimants
  •  (1) On the dissolution of a body corporate under this Act, the portion of the property distributable to a creditor or shareholder who cannot be found shall be converted into money and paid to the Receiver General.

  • Marginal note:Constructive satisfaction

    (2) A payment under subsection (1) is deemed to be in satisfaction of a debt or claim of such creditor or shareholder.

  • Marginal note:Recovery

    (3) A person who establishes an entitlement to any moneys paid to the Receiver General under this Act shall be paid by the Receiver General an equivalent amount out of the Consolidated Revenue Fund.

  • R.S., 1985, c. C-44, s. 227;
  • 2001, c. 14, s. 135(E).
Marginal note:Vesting in Crown
  •  (1) Subject to subsection 226(2) and section 227, property of a body corporate that has not been disposed of at the date of its dissolution under this Act vests in Her Majesty in right of Canada.

  • Marginal note:Return of property on revival

    (2) If a body corporate is revived as a corporation under section 209, any property, other than money, that vested in Her Majesty pursuant to subsection (1), that has not been disposed of shall be returned to the corporation and there shall be paid to the corporation out of the Consolidated Revenue Fund

    • (a) an amount equal to any money received by Her Majesty pursuant to subsection (1); and

    • (b) where property other than money vested in Her Majesty pursuant to subsection (1) and that property has been disposed of, an amount equal to the lesser of

      • (i) the value of any such property at the date it vested in Her Majesty, and

      • (ii) the amount realized by Her Majesty from the disposition of that property.

  • 1974-75-76, c. 33, s. 221;
  • 1978-79, c. 9, ss. 1(F), 70.
 
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