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

Act current to 2019-06-20 and last amended on 2015-02-26. Previous Versions

Marginal note:Distribution in accordance with articles

  •  (1) If the articles of a corporation, other than a corporation referred to in subsection 235(1), provide for the distribution of property remaining on liquidation after the discharge of any liabilities of the corporation, the liquidator shall distribute the remaining property, other than the property referred to in section 234, in accordance with the articles.

  • Marginal note:Distribution to members

    (2) If the articles do not provide for the distribution of the remaining property, the liquidator shall divide the remaining property, other than the property referred to in section 234, into as many equal shares as there are memberships in the corporation and distribute one share to the holder of each membership.

Marginal note:Right to distribution in money

  •  (1) If in the course of liquidation of a corporation the members resolve or the liquidator proposes to do any of the following, a member may apply to the court for an order requiring the distribution of the property of the corporation to be in money:

    • (a) exchange all or substantially all of the property of the corporation for securities, debt obligations or memberships of another body corporate that are to be distributed to the members; or

    • (b) distribute all or part of the property of the corporation to the members in kind.

  • Marginal note:Powers of court

    (2) On an application under subsection (1), the court may order all of the property of the corporation to be converted into and distributed in money.

Marginal note:Custody of records

 A person who has been granted custody of the documents and records of a dissolved corporation remains liable to produce those documents and records until the expiry of the prescribed period after the corporation’s dissolution or of any shorter period fixed by an order made under subsection 233(5).

Definition of member

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

  • Marginal note:Continuation of actions

    (2) Despite the dissolution of a corporation under this Act,

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

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

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

  • Marginal note:Service on corporation

    (3) Service of a document on a corporation after its dissolution may be effected by serving the document on a person whose name appears on the last notice that was sent by the corporation in accordance with section 128 or 134 and received by the Director.

  • Marginal note:Service on company

    (4) Service of a document on a company to which the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, applied and that has been dissolved under subsection 297(5) may be effected by serving the document on a person shown as a director in the last annual summary filed by the company under that Act.

  • Marginal note:Reimbursement

    (5) Despite the dissolution of a corporation under this Act, a member 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 member on that distribution, and an action to enforce that liability may be brought within two years after the date of the dissolution of the corporation.

  • Marginal note:Representative action

    (6) A court may order an action referred to in subsection (5) to be brought against the persons who were members as a class or group, 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 person who was a member found by the plaintiff;

    • (b) determine, subject to subsection (5), the amount that each person who was a member shall contribute towards satisfaction of the plaintiff’s claim; and

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

Marginal note:Creditors or members not found

  •  (1) On the dissolution of a corporation under this Act, the portion of the property distributable to a creditor or member who cannot be found shall be converted into money and paid to the Receiver General.

  • Marginal note:Payment to be forwarded

    (2) If payment is made to the Receiver General under subsection (1) with respect to a creditor or member, the corporation or liquidator shall forward to the Director with the payment all documents, records and registers in the possession of the corporation or liquidator that relate to the entitlement of the creditor or member.

  • Marginal note:Constructive satisfaction

    (3) A payment under subsection (1) is deemed to be in satisfaction of a debt or claim of the creditor or member.

  • Marginal note:Recovery

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

Marginal note:Vesting in Crown

  •  (1) Subject to subsection 239(2) and section 240, property of a dissolved corporation 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 dissolved corporation is revived as a corporation under section 219, any property, other than money, that vested in Her Majesty under subsection (1) and 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 under subsection (1); and

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

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

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

 
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