PART 17Liquidation and Dissolution (continued)
Marginal note:Heirs and representatives
Marginal note:Continuation of actions
(2) Despite the dissolution of a cooperative under this Act,
(a) a civil, criminal, administrative, investigative or other action or proceeding commenced by or against the cooperative before its dissolution may be continued as if it had not been dissolved;
(b) a civil, criminal, administrative, investigative or other action or proceeding may be brought against the cooperative within two years after its dissolution as if it had not been dissolved; and
(c) any property that would have been available to satisfy a judgment or order if the cooperative had not been dissolved remains available for those purposes.
(3) Service of a document on a cooperative after its dissolution may be effected by serving the document on a person named in the last notice sent under section 81 or 91.
(4) Despite the dissolution of a cooperative under this Act, a member or 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 distributed to that member or shareholder. An action to enforce the liability may be brought no later than two years after the date of the dissolution of the cooperative.
Marginal note:Representative action
(5) A court may order an action referred to in subsection (4) to be brought against the persons who were members or shareholders as a class, subject to any conditions that 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 member or shareholder who was found by the plaintiff;
(b) determine, subject to subsection (4), the amount that each of those members and shareholders must contribute towards satisfaction of the plaintiff’s claim; and
(c) direct payment of the amounts so determined.
- 1998, c. 1, s. 326
- 2001, c. 14, s. 215
- 2011, c. 21, s. 111(F)
Marginal note:Unknown claimants
327 (1) On the dissolution of a cooperative under this Act, the portion of the property to be distributed to a creditor, member or shareholder who cannot be found must be converted into money and paid to the Receiver General.
Marginal note:Deemed satisfaction
(2) A payment under subsection (1) is deemed to be in satisfaction of a debt or claim of the creditor, member or shareholder.
(3) If at any time a person establishes their entitlement to any money paid to the Receiver General under this Act, the Receiver General must pay the person an equivalent amount out of the Consolidated Revenue Fund.
Marginal note:Vesting in Crown
Marginal note:Return of property on revival
(2) If a cooperative is revived as a cooperative under section 308, any property, other than money, that vested in Her Majesty under subsection (1) and that has not been disposed of must be returned to the cooperative, and there must be paid to the cooperative out of the Consolidated Revenue Fund
(a) an amount equal to any money received by Her Majesty under subsection (1); and
(b) if property other than money vested in Her Majesty under subsection (1) and the property has been disposed of, an amount equal to the lesser of
(3) [Repealed, 2001, c. 14, s. 216]
- 1998, c. 1, s. 328
- 2001, c. 14, s. 216
329 (1) Any interested person may apply, without notice or on any notice that the court may require, to a court having jurisdiction in the place where the cooperative has its registered office for an order directing an investigation to be made of the cooperative and any of its affiliates.
(2) The court may order an investigation to be made of the cooperative and any of its affiliates if, on an application under subsection (1), it appears to the court that the application is neither frivolous nor vexatious and that
(a) the cooperative is not organized, operated or carrying on business on a cooperative basis;
(b) the business or the affairs of the cooperative are not being carried out or conducted in accordance with
(c) the business of the cooperative or any of its affiliates is or has been carried on with intent to defraud a person;
(d) the business or affairs of the cooperative or any of its affiliates are or have been carried on or conducted, or the powers of the directors are or have been exercised, in a manner that is oppressive or unfairly prejudicial to, or that unfairly disregards the interests of, a member or a security holder;
(e) the cooperative or any of its affiliates was formed for a fraudulent or unlawful purpose or is to be dissolved for a fraudulent or unlawful purpose; or
(f) persons concerned with the formation, business or affairs of the cooperative or any of its affiliates have, in connection with the formation, business or affairs of the cooperative, acted fraudulently or dishonestly.
Marginal note:No security for costs
(3) An applicant under this section is not required to give security for costs.
- 1998, c. 1, s. 329
- 2001, c. 14, s. 217(F)
Marginal note:Powers of court
(a) to investigate;
(b) appointing an inspector, who may be the Director, and fixing their remuneration, or replacing an inspector;
(c) determining the notice to be given to any interested person, or dispensing with notice to any person;
(d) authorizing an inspector to enter any premises in which the court is satisfied there might be relevant information and to examine any thing and make copies of any document found on the premises;
(e) requiring any person to produce documents to an inspector;
(f) authorizing an inspector to conduct a hearing, administer oaths and examine any person on oath, and setting out rules for the conduct of hearings;
(g) requiring any person to attend a hearing conducted by an inspector and to give evidence on oath;
(h) giving directions to an inspector or any other interested person on any matter arising in the investigation;
(i) requiring an inspector to make an interim or final report to the court;
(j) determining whether a report of an inspector should be published and, if so, ordering its publication in whole or in part or that copies of it be sent to any person the court designates;
(k) requiring an inspector to discontinue the investigation;
(l) if the cooperative is incorporated with membership capital, requiring the cooperative to be continued under the Canada Business Corporations Act, or if it is incorporated without membership capital, requiring it to be dissolved;
(m) determining any matter that relates to the relationship between a member and the cooperative; and
(n) requiring the cooperative to pay the costs of the investigation.
Marginal note:Copy of report
(2) An inspector must send the Director a copy of every report made by the inspector under this Part.
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