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

Marginal note:Powers of court

217 In connection with the dissolution or the liquidation and dissolution of a corporation, the court may, if it is satisfied that the corporation is able to pay or adequately provide for the discharge of all its obligations, make any order it thinks fit including, without limiting the generality of the foregoing,

• (a) an order to liquidate;

• (b) an order appointing a liquidator, with or without security, fixing the liquidator’s remuneration and replacing a liquidator;

• (c) an order appointing inspectors or referees, specifying their powers, fixing their remuneration and replacing inspectors or referees;

• (d) an order determining the notice to be given to any interested person, or dispensing with notice to any person;

• (e) an order determining the validity of any claims made against the corporation;

• (f) an order, at any stage of the proceedings, restraining the directors and officers from

  • (i) exercising any of their powers, or

  • (ii) collecting or receiving any debt or other property of the corporation, and from paying out or transferring any property of the corporation, except as permitted by the court;

• (g) an order determining and enforcing the duty or liability of any present or former director, officer or shareholder

  • (i) to the corporation, or

  • (ii) for an obligation of the corporation;

• (h) an order approving the payment, satisfaction or compromise of claims against the corporation and the retention of assets for such purpose, and determining the adequacy of provisions for the payment or discharge of obligations of the corporation, whether liquidated, unliquidated, future or contingent;

• (i) an order disposing of or destroying the documents and records of the corporation;

• (j) on the application of a creditor, the inspectors or the liquidator, an order giving directions on any matter arising in the liquidation;

• (k) after notice has been given to all interested parties, an order relieving a liquidator from any omission or default on such terms as the court thinks fit and confirming any act of the liquidator;

• (l) subject to section 223, an order approving any proposed interim or final distribution to shareholders in money or in property;

• (m) an order disposing of any property belonging to creditors or shareholders who cannot be found;

• (n) on the application of any director, officer, security holder, creditor or the liquidator,

  • (i) an order staying the liquidation on such terms and conditions as the court thinks fit,

  • (ii) an order continuing or discontinuing the liquidation proceedings, or

  • (iii) an order to the liquidator to restore to the corporation all its remaining property; and

• (o) after the liquidator has rendered a final account to the court, an order dissolving the corporation.