Canada Cooperatives Act

Marginal note:Costs of liquidation

• 322 (1) A liquidator must pay the costs of liquidation out of the property of the cooperative and must pay or make adequate provision for all claims against it.

• Marginal note:Final accounts

  (2) No later than one year after appointment, and after paying or making adequate provision for all claims against the cooperative, the liquidator must apply to the court for

  • (a) approval of the final accounts of the liquidator and, subject to the articles and Parts 20 and 21, an order permitting a distribution in money or in kind of the remaining property of the cooperative to the members and shareholders, if any, according to their respective rights; or

  • (b) an extension of time, setting out the reasons for the extension.

• Marginal note:Application

  (3) If a liquidator fails to make the application required by subsection (2), a member or shareholder may apply to the court for an order for the liquidator to show cause why a final accounting and distribution should not be made.

• Marginal note:Publication

  (4) A liquidator must give notice of their intention to make an application under subsection (2) to the Director, to each inspector appointed under section 316, to each member or shareholder and to any person who provided a security, a fidelity bond or fidelity insurance for the liquidation, and must publish the notice in a newspaper published or distributed in the place where the cooperative has its registered office, in any manner set out in the by-laws or as otherwise directed by the court.

• Marginal note:Final order

  (5) If the court approves the final accounts rendered by a liquidator, the court must make an order

  • (a) directing the Director to issue a certificate of dissolution;

  • (b) directing the custody or disposal of the documents of the cooperative; and

  • (c) discharging the liquidator, subject to the remaining duty required by subsection (6).

• Marginal note:Delivery of order

  (6) The liquidator must send a certified copy of the order described in subsection (5) to the Director without delay.

• Marginal note:Certificate of dissolution

  (7) On receipt of the order described in subsection (5), the Director must issue a certificate of dissolution.

• Marginal note:Effect of certificate

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