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Canada Cooperatives Act (S.C. 1998, c. 1)

Act current to 2022-06-20 and last amended on 2018-05-01. Previous Versions

PART 16Fundamental Changes (continued)

Marginal note:Certificate of arrangement

  •  (1) On receipt of articles of arrangement, the Director must issue a certificate of arrangement.

  • Marginal note:Effect of certificate

    (2) An arrangement becomes effective on the date shown in the certificate of arrangement.

PART 17Liquidation and Dissolution

Marginal note:Definition of court

 In this Part, court means a court having jurisdiction in the place where the cooperative has its registered office.

Marginal note:Application of Part

  •  (1) This Part, other than sections 308 and 311, does not apply to a cooperative that is an insolvent person or a bankrupt as those terms are defined in section 2 of the Bankruptcy and Insolvency Act.

  • Marginal note:Staying of proceedings

    (2) Any proceedings taken under this Part to dissolve or to liquidate and dissolve a cooperative are stayed if the cooperative is at any time found, in a proceeding under the Bankruptcy and Insolvency Act, to be an insolvent person as defined in section 2 of that Act.

  • 1998, c. 1, s. 307
  • 2001, c. 14, s. 209
  • 2018, c. 8, s. 77

Marginal note:Revival

  •  (1) When a cooperative is dissolved under this Part, any interested person, or any person who would be an interested person if a certificate of revival were issued under this section, may apply to the Director to have the dissolved cooperative revived as a cooperative under this Act.

  • Marginal note:Articles of revival

    (2) Articles of revival in the form that the Director fixes must be sent to the Director.

  • Marginal note:Certificate of revival

    (3) On receipt of articles of revival, the Director must issue a certificate of revival, unless the Director is of the opinion that issuing the certificate

    • (a) would result in the dissolved cooperative

      • (i) no longer being organized or operating or carrying on business on a cooperative basis,

      • (ii) if the cooperative is one to which Part 20 applies, not complying with Part 20, and

      • (iii) if the cooperative is one to which Part 21 applies, not complying with Part 21; or

    • (b) would not be advisable for any other valid reason.

  • Marginal note:Reliance on articles

    (4) For the purpose of subsection (3), the Director may rely on the articles of revival.

  • Marginal note:Date of revival

    (5) A dissolved cooperative is revived as a cooperative under this Act on the date shown on the certificate of revival.

  • Marginal note:Rights preserved

    (6) In the same manner and to the same extent as if it had not been dissolved, but 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 cooperative after its dissolution, the revived cooperative is

    • (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 and 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 and before its revival.

  • Marginal note:Legal actions

    (7) Any legal action respecting the affairs of a revived cooperative taken between the time of its dissolution and its revival is valid and effective.

  • Marginal note:Definition of interested person

    (8) In this section, interested person includes

    • (a) a member, a shareholder, a director, an officer, an employee and a creditor of the dissolved cooperative;

    • (b) a person who has a contract — other than, in Quebec, a contract by gratuitous title — with the dissolved cooperative; and

    • (c) a trustee in bankruptcy or liquidator for the dissolved cooperative.

  • 1998, c. 1, s. 308
  • 2001, c. 14, s. 210
  • 2018, c. 8, s. 78

Marginal note:Dissolution if no property and no liability

  •  (1) A cooperative that has no property and no liabilities may be dissolved by a special resolution of the members and, if the cooperative has issued investment shares, by a separate special resolution of the shareholders of each class, whether or not they are otherwise entitled to vote.

  • Marginal note:Dissolution if property disposed of

    (2) A cooperative that has property or liabilities, or both, may be dissolved by a special resolution of the members and, if the cooperative has issued investment shares, by a separate special resolution of the shareholders of each class, whether or not they are otherwise entitled to vote, if

    • (a) by the special resolution or resolutions they authorize the directors to cause the cooperative to distribute property and discharge liabilities; and

    • (b) the cooperative has distributed property and discharged liabilities before it sends articles of dissolution to the Director under subsection (3).

  • Marginal note:Articles of dissolution

    (3) Articles of dissolution in the form that the Director fixes must be sent to the Director.

  • Marginal note:Certificate of dissolution

    (4) On receipt of articles of dissolution, the Director must issue a certificate of dissolution.

  • Marginal note:Effect of certificate

    (5) The cooperative ceases to exist on the date shown in the certificate of dissolution.

Marginal note:Proposing liquidation and dissolution

  •  (1) The directors may propose, or a member may, in accordance with section 58, make a proposal for, the voluntary liquidation and dissolution of a cooperative.

  • Marginal note:Notice of meeting

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

  • Marginal note:Approval

    (3) A cooperative may liquidate and dissolve by a special resolution of the members and, if the cooperative has issued investment shares, by a separate special resolution of the shareholders of each class, whether or not they 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 must be sent to the Director.

  • Marginal note:Certificate of intent to dissolve

    (5) On receipt of a statement of intent to dissolve, the Director must issue a certificate of intent to dissolve.

  • Marginal note:Effect of certificate

    (6) On the issue of a certificate of intent to dissolve, the cooperative must cease to carry on business 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 issue of a certificate of intent to dissolve, the cooperative must, without delay,

    • (a) cause a notice to be sent to each known creditor of the cooperative;

    • (b) proceed to collect its property, dispose of properties that are not to be distributed in kind to its members or shareholders, discharge all its obligations and do all other acts required to liquidate its business; and

    • (c) after giving the notice required under paragraph (a) and adequately providing for the payment or discharge of all its obligations, but subject to the articles and Parts 20 and 21, distribute its remaining property among its members and shareholders, if any, according to their respective rights.

  • Marginal note:Supervision by court

    (8) Any interested person may, at any time during the liquidation of a cooperative, apply to a court for an order that the liquidation be continued under the supervision of the court as provided in this Part, and on the application the court may so order and make any further order it thinks fit.

  • Marginal note:Notice to Director

    (9) An applicant under this section must give the Director notice of the application.

  • Marginal note:Revocation

    (10) At any time after issue of a certificate of intent to dissolve and before issue of a certificate of dissolution, a certificate of intent to dissolve may be revoked by sending 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 must issue a certificate of revocation of intent to dissolve.

  • 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 cooperative may continue to carry on its business or businesses.

  • Marginal note:Articles of dissolution

    (13) If a certificate of intent to dissolve has not been revoked and the cooperative has complied with subsection (7), articles of dissolution in the form that the Director fixes must be sent to the Director.

  • Marginal note:Certificate of dissolution

    (14) On receipt of articles of dissolution, the Director must issue a certificate of dissolution.

  • Marginal note:Effect of certificate

    (15) The cooperative ceases to exist on the date shown in the certificate of dissolution.

Marginal note:Dissolution by Director

  •  (1) Subject to subsections (2) and (3), the Director may dissolve a cooperative by issuing a certificate of dissolution under this section if the cooperative

    • (a) has not commenced business within three years after the date shown in its certificate of incorporation;

    • (b) has not carried on its business for three consecutive years;

    • (c) is in default for a period of one year in sending the Director any fee, notice or document required by this Act; or

    • (d) does not have any directors or is in the situation described in subsection 85(6).

  • Marginal note:Publication

    (2) The Director may not dissolve a cooperative under this section until

    • (a) one hundred and twenty days have elapsed since notice of intent to dissolve has been given to the cooperative and to each of its directors; and

    • (b) notice of intent to dissolve the cooperative has been published in a publication generally available to the public.

  • Marginal note:Certificate of dissolution

    (3) Unless cause to the contrary has been shown or an order has been made by a court under section 315, the Director may, after the end of the one hundred and twenty days referred to in subsection (2), issue a certificate of dissolution.

  • Marginal note:Exception — non-payment of incorporation fee

    (3.1) Despite anything in this section, the Director may dissolve a cooperative by issuing a certificate of dissolution if the fee for the issuance of a certificate of incorporation is not paid.

  • Marginal note:Effect of certificate

    (4) The cooperative ceases to exist on the date shown in the certificate of dissolution.

  • 1998, c. 1, s. 311
  • 2001, c. 14, s. 211
  • 2018, c. 8, s. 79(F)

Marginal note:Grounds for dissolution

  •  (1) Any interested person may apply to a court for an order dissolving a cooperative if the cooperative has

    • (a) failed for two or more consecutive years to comply with the requirements of this Act with respect to the holding of annual meetings;

    • (b) contravened section 18, subsection 27(2) or section 31, 247 or 249; or

    • (c) procured any certificate under this Act by misrepresentation.

  • Marginal note:Notice to director

    (2) An applicant under this section must give the Director notice of the application.

  • Marginal note:Dissolution order

    (3) On an application under this section, the court may order that the cooperative be dissolved or that it be liquidated and dissolved under the supervision of the court, and the court may make any other order it thinks fit.

  • Marginal note:Certificate

    (4) On receipt of an order under this section or section 313, the Director must

    • (a) if the order is to dissolve the cooperative, issue a certificate of dissolution in the form that the Director fixes; or

    • (b) if the order is to liquidate and dissolve the cooperative under the supervision of the court, issue a certificate of intent to dissolve in the form that the Director fixes and publish notice of the order in a publication generally available to the public.

  • Marginal note:Effect of certificate

    (5) The cooperative ceases to exist on the date shown in the certificate of dissolution.

  • 1998, c. 1, s. 312
  • 2001, c. 14, s. 212
  • 2018, c. 8, s. 80(F)

Marginal note:Further grounds

  •  (1) A court may order the liquidation and dissolution of a cooperative or any of its affiliates on the application of a member or a shareholder if the court is satisfied

    • (a) that the cooperative no longer carries on business or is no longer organized or operating on a cooperative basis;

    • (b) that an act or omission of the cooperative or any of its affiliates effects a result, that the business or affairs of the cooperative or any of its affiliates are or have been carried on or conducted in a manner, or that the powers of the directors of the cooperative or any of its affiliates are or have been exercised in a manner, that is oppressive or unfairly prejudicial to, or that unfairly disregards the interests of, a member, shareholder, security holder, creditor, director or officer; or

    • (c) that events have occurred that entitle a member or shareholder, in accordance with a unanimous agreement, to demand that the cooperative be dissolved or that it is just and equitable that the cooperative be liquidated and dissolved.

  • Marginal note:Alternate order

    (2) On an application under this section, a court may make any order under this section or section 340 that it thinks fit.

  • Marginal note:Application of section 341

    (3) Section 341 applies to an application under this section.

  • 1998, c. 1, s. 313
  • 2001, c. 14, s. 213(F)

Marginal note:Application for supervision

  •  (1) An application to a court to supervise a voluntary liquidation and dissolution under subsection 310(8) must state the reasons, verified by an affidavit of the applicant, why the court should supervise the liquidation and dissolution.

  • Marginal note:Court supervision

    (2) If a court makes an order applied for under subsection 310(8), the liquidation and dissolution of the cooperative continues under the supervision of the court in accordance with this Act.

 
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