PART VICorporate Governance (continued)
Financial Statements and Auditors (continued)
Liquidation and Dissolution (continued)
Marginal note:Returns to Superintendent
346 A liquidator appointed under this Part to wind up the business of a company shall provide the Superintendent with such information relating to the business and affairs of the company in such form as the Superintendent requires.
Marginal note:No property and no liabilities
347 (1) A company that has no property and no liabilities may, if authorized by a special resolution of the shareholders or, if there are no shareholders, by a resolution of all the directors, apply to the Minister for letters patent dissolving the company.
Marginal note:Dissolution by letters patent
(2) Where the Minister has received an application under subsection (1) and is satisfied that all the circumstances so warrant, the Minister may issue letters patent dissolving the company.
Marginal note:Effect of letters patent
(3) A company in respect of which letters patent are issued under subsection (2) ceases to exist on the day stated in the letters patent.
Marginal note:Proposing liquidation
Marginal note:Terms must be set out
(2) A notice of any meeting of shareholders at which the voluntary liquidation and dissolution of a company is to be proposed shall set out the terms of the proposal.
Marginal note:Shareholders’ resolution
349 Where the voluntary liquidation and dissolution of a company is proposed, the company may apply to the Minister for letters patent dissolving the company if authorized by a special resolution of the shareholders or, where the company has issued more than one class of shares, by special resolution of each class of shareholders whether or not those shareholders are otherwise entitled to vote.
Marginal note:Approval of Minister required
350 (1) No action directed toward the voluntary liquidation and dissolution of a company shall be taken by a company, other than as provided in sections 348 and 349, until an application made by the company pursuant to section 349 has been approved by the Minister.
Marginal note:Conditional approval
(2) Where the Minister is satisfied on the basis of an application made pursuant to section 349 that the circumstances warrant the voluntary liquidation and dissolution of a company, the Minister may, by order, approve the application.
Marginal note:Effect of approval
(3) Where the Minister has approved an application made pursuant to section 349 with respect to a company, the company shall not carry on business except to the extent necessary to complete its voluntary liquidation.
Marginal note:Liquidation process
(4) Where the Minister has approved an application made pursuant to section 349 with respect to a company, the company shall
(a) cause notice of the approval to be sent to each known claimant against and creditor of the company;
(b) publish notice of the approval once a week for four consecutive weeks in the Canada Gazette and once a week for two consecutive weeks in one or more newspapers in general circulation in each province in which the company transacted any business within the preceding twelve months;
(c) proceed to collect its property, dispose of property that is not to be distributed in kind to its shareholders, discharge all its obligations and do all other acts required to liquidate its business;
(d) where the company is a trust company pursuant to subsection 57(2), make such arrangements as are necessary to transfer to another company that is a trust company pursuant to subsection 57(2) money or other assets held in trust by the company, other than assets held in respect of guaranteed trust money; and
(e) after giving the notice required under paragraphs (a) and (b) and adequately providing for the payment or discharge of all its obligations, distribute its remaining property, either in money or in kind, among its shareholders according to their respective rights.
Marginal note:Dissolution instrument
351 (1) Unless a court has made an order in accordance with subsection 352(1), the Minister may, if satisfied that the company has complied with subsection 350(4) and that all the circumstances so warrant, issue letters patent dissolving the company.
Marginal note:Company dissolved
(2) A company in respect of which letters patent are issued under subsection (1) is dissolved and ceases to exist on the day stated in the letters patent.
Marginal note:Application for court supervision
352 (1) The Superintendent or any interested person may, at any time during the liquidation of a company, apply to a court for an order for the continuance of the voluntary liquidation under the supervision of the court in accordance with this section and sections 353 to 365 and on such application the court may so order and make any further order it thinks fit.
(2) An application under subsection (1) to a court to supervise a voluntary liquidation shall state the reasons, verified by an affidavit of the applicant, why the court should supervise the liquidation.
Marginal note:Notice to Superintendent
(3) Where a person, other than the Superintendent, makes an application under subsection (1), the person shall give the Superintendent notice of the application and the Superintendent may appear and be heard in person or by counsel at the hearing of the application.
Marginal note:Court supervision thereafter
Marginal note:Commencement of liquidation
(2) The supervision of the liquidation of a company by the court pursuant to an order made under subsection 352(1) commences on the day the order is made.
Marginal note:Powers of court
354 In connection with the liquidation and dissolution of a company, the court may, where it is satisfied
(a) that the company is able to pay or adequately provide for the discharge of all its obligations, and
(b) in the case of a company that is a trust company pursuant to subsection 57(2), that the company is able to make satisfactory arrangements for the protection of persons in relation to whom the company is acting in a fiduciary capacity,
make any order it thinks fit including, without limiting the generality of the foregoing,
(c) an order to liquidate,
(d) an order appointing a liquidator, with or without security, fixing a liquidator’s remuneration and replacing a liquidator,
(e) an order appointing inspectors or referees, specifying their powers, fixing their remuneration and replacing inspectors or referees,
(f) an order determining the notice to be given to any interested person, or dispensing with notice to any person,
(g) an order determining the validity of any claims made against the company,
(h) an order, at any stage of the proceedings, restraining the directors and officers of the company from
(i) an order determining and enforcing the duty or liability of any present or former director, officer or shareholder
(j) an order approving the payment, satisfaction or compromise of claims against the company and the retention of assets for that purpose, and determining the adequacy of provisions for the payment, discharge or transfer of any trust obligation or other obligation of the company, whether liquidated, unliquidated, future or contingent,
(k) with the concurrence of the Superintendent, an order providing for the disposal or destruction of the documents, records or registers of the company,
(l) on the application of a creditor, an inspector or the liquidator, an order giving directions on any matter arising in the liquidation,
(m) after notice has been given to all interested parties, an order relieving the liquidator from any omission or default on such terms as the court thinks fit and confirming any act of the liquidator,
(n) subject to sections 361 to 363, an order approving any proposed, interim or final distribution to shareholders, if any, or incorporators, in money or in property,
(o) an order disposing of any property belonging to creditors, shareholders and incorporators who cannot be found,
(p) on the application of any director, officer, shareholder, incorporator, creditor or the liquidator,
(q) after the liquidator has rendered the liquidator’s final account to the court, an order directing the company to apply to the Minister for letters patent dissolving the company.
- 1991, c. 45, s. 354
- 2005, c. 54, s. 442(F)
- Date modified: