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

Act current to 2014-12-08 and last amended on 2013-12-12. Previous Versions

PART 14LIQUIDATION AND DISSOLUTION

Definition of “court”

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

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.