Canada Cooperatives Act

Marginal note:Dissolution by Director

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

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

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

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

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

  • (e) the Director is notified by the Minister of Public Safety and Emergency Preparedness that the cooperative is a listed entity as defined in subsection 83.01(1) of the Criminal Code.

• 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:Exception — listed entities

  (2.1) Subsection (2) does not apply if the ground, or one of the grounds, for issuing a certificate of dissolution is the ground set out in paragraph (1)(e).

• 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 issue a certificate of dissolution. However, if subsection (2) applies, the certificate is not to be issued until after the end of the 120 days referred to in that subsection.

• 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.