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

Marginal note:Proposing liquidation and dissolution

• 221 (1) The directors may propose the voluntary liquidation and dissolution of a corporation, or a member who is entitled to vote at an annual meeting of members may make such a proposal in accordance with section 163.

• Marginal note:Notice of meeting

  (2) Notice of any meeting of members at which voluntary liquidation and dissolution is to be proposed shall set out the terms of the proposal.

• Marginal note:Members’ resolution

  (3) A corporation may liquidate and dissolve by special resolution of the members or, if the corporation has more than one class or group of members, by special resolution of each class or group whether or not the members are otherwise entitled to vote.

• Marginal note:Statement of intent to dissolve

  (4) A statement of intent to dissolve in the form that the Director fixes shall be sent to the Director.

• Marginal note:Certificate of intent to dissolve

  (5) On receipt of a statement of intent to dissolve, the Director shall issue a certificate of intent to dissolve in accordance with section 276.

• Marginal note:Effect of certificate

  (6) On the issuance of a certificate of intent to dissolve, the corporation shall cease to carry on its activities except to the extent necessary for the liquidation, but its corporate existence continues until the Director issues a certificate of dissolution.

• Marginal note:Liquidation

  (7) After the issuance of a certificate of intent to dissolve, the corporation shall

  • (a) immediately cause notice of the certificate to be sent to each known creditor of the corporation;

  • (b) without delay take reasonable steps to give notice of it in each province in Canada where the corporation was carrying on activities at the time it sent the statement of intent to dissolve to the Director;

  • (c) do all acts required to liquidate its property — including collecting its property, transferring property referred to in section 234 and converting any property not to be transferred or distributed in kind into money — and discharge all its liabilities; and

  • (d) after giving the notice required under paragraphs (a) and (b) and adequately providing for the discharge of all of its liabilities, distribute its remaining property, either in money or in kind, in accordance with sections 235 and 236.

• Marginal note:Supervision by court

  (8) On the application of the Director or any interested person made at any time during the liquidation of a corporation, a court may order that the liquidation be continued under the supervision of the court as provided in this Part and make any further order that it thinks fit.

• Marginal note:Notice to Director

  (9) An interested person who makes an application under this section shall give the Director notice of the application, and the Director is entitled to appear and be heard in person or by counsel.

• Marginal note:Revocation

  (10) At any time after the issue of a certificate of intent to dissolve and before the issue of a certificate of dissolution, a certificate of intent to dissolve may be revoked by sending to the Director a statement of revocation of intent to dissolve in the form that the Director fixes, if the revocation is approved in the same manner as the resolution under subsection (3).

• Marginal note:Certificate of revocation of intent to dissolve

  (11) On receipt of a statement of revocation of intent to dissolve, the Director shall issue a certificate of revocation of intent to dissolve in accordance with section 276.

• Marginal note:Effect of certificate

  (12) On the date shown in the certificate of revocation of intent to dissolve, the revocation is effective and the corporation may continue to carry on its activities.

• Marginal note:Right to dissolve

  (13) If a certificate of intent to dissolve has not been revoked and the corporation has complied with subsection (7), the corporation shall prepare articles of dissolution.

• Marginal note:Articles of dissolution

  (14) Articles of dissolution in the form that the Director fixes shall be sent to the Director.

• Marginal note:Certificate of dissolution

  (15) On receipt of articles of dissolution, the Director shall issue a certificate of dissolution in accordance with section 276.

• Marginal note:Effect of certificate

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