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

Act current to 2020-05-04 and last amended on 2018-05-01. Previous Versions

PART 14Liquidation and Dissolution (continued)

Marginal note:Powers of court

 In connection with the dissolution or the liquidation and dissolution of a corporation, the court may, if it is satisfied that the corporation is able to pay or adequately provide for the discharge of all its liabilities, make

  • (a) an order to liquidate;

  • (b) an order appointing or replacing a liquidator, with or without security, and fixing the remuneration of the liquidator or their replacement;

  • (c) an order appointing or replacing inspectors or referees and specifying the powers and fixing the remuneration of the inspectors or referees or their replacements;

  • (d) an order determining the notice to be given to any interested person, or dispensing with notice to any person;

  • (e) an order determining the validity of any claims made against the corporation;

  • (f) an order, at any stage of the proceedings, restraining the directors and officers

    • (i) from exercising any of their powers, or

    • (ii) from collecting or receiving any debt or other property of the corporation and from paying out or transferring any property of the corporation, except as permitted by the court;

  • (g) an order determining and enforcing

    • (i) the duty of any present or former director, officer or member to the corporation, or

    • (ii) the liability of such a person for an obligation of the corporation;

  • (h) an order approving the payment, satisfaction or compromise or, in Quebec, transaction of claims against the corporation and the retention of assets for that purpose, and determining the adequacy of provisions for the payment or discharge of liabilities of the corporation, whether liquidated, unliquidated, future or contingent;

  • (i) an order determining the use of documents and records of the corporation or directing their disposition, including by destruction;

  • (j) on the application of a creditor, the inspectors or the liquidator, an order giving directions on any matter arising in the liquidation;

  • (k) an order specifying to whom the assets of the corporation will be distributed;

  • (l) after notice has been given to all interested parties, an order relieving a liquidator from any omission or default on any terms that the court thinks fit and confirming any act of the liquidator;

  • (m) subject to sections 233 to 236, an order approving any proposed interim or final distribution of money or other property;

  • (n) an order disposing of any property belonging to creditors or members who cannot be found;

  • (o) on the application of any director, officer, member or creditor or the liquidator,

    • (i) an order staying the liquidation on any terms and conditions that the court thinks fit,

    • (ii) an order continuing or discontinuing the liquidation proceedings, or

    • (iii) an order to the liquidator to restore to the corporation all its remaining property;

  • (p) after the liquidator has rendered a final account to the court, an order dissolving the corporation; and

  • (q) any other order that it thinks fit.

Marginal note:Effect of order

 The liquidation of a corporation commences when a court makes a liquidation order.

Marginal note:Cessation of activities and powers

  •  (1) If a court makes an order for the liquidation of a corporation,

    • (a) the corporation continues in existence but shall cease to carry on activities, except activities that are, in the opinion of the liquidator, required for an orderly liquidation; and

    • (b) the powers of the directors and members cease and vest in the liquidator, except as specifically authorized by the court.

  • Marginal note:Delegation by liquidator

    (2) The liquidator may delegate any powers vested in the liquidator by paragraph (1)(b) to the directors or members.

Marginal note:Appointment of liquidator

  •  (1) When making an order for the liquidation of a corporation or at any time after making the order, the court may appoint any person, including a director, an officer or a member of the corporation or any other body corporate, as liquidator of the corporation.

  • Marginal note:Vacancy

    (2) If an order for the liquidation of a corporation has been made and the office of liquidator is or becomes vacant, the property of the corporation is under the control of the court until the office of liquidator is filled.

Marginal note:Duties of liquidator

 A liquidator shall

  • (a) immediately after appointment give notice of the appointment to the Director and to each claimant and creditor known to the liquidator;

  • (b) in each province where the corporation carries on activities, provide, without delay, notice in accordance with the regulations of the appointment

    • (i) requiring any person indebted to the corporation to render an account and pay to the liquidator at the time and place specified any amount owing,

    • (ii) requiring any person possessing property of the corporation to deliver it to the liquidator at the time and place specified, and

    • (iii) requiring any person having a claim against the corporation, whether liquidated, unliquidated, future or contingent, to present particulars of the claim in writing to the liquidator within the prescribed period;

  • (c) take into custody and control the property of the corporation;

  • (d) open and maintain a trust account for the money of the corporation;

  • (e) keep accounts of the money of the corporation received and paid out by the liquidator;

  • (f) maintain separate lists of the members, creditors and other persons having claims against the corporation;

  • (g) if at any time the liquidator determines that the corporation is unable to pay or adequately provide for the discharge of its liabilities, apply to the court for directions;

  • (h) deliver to the court and to the Director, at least once in the prescribed period after appointment or more often as the court may require, financial statements of the corporation in the form required by section 172 or in any other form that the liquidator may think proper or as the court may require; and

  • (i) after the final accounts are approved by the court, distribute any remaining property of the corporation in accordance with sections 234 to 236.

Marginal note:Powers of liquidator

  •  (1) A liquidator may

    • (a) retain legal counsel, accountants, engineers, appraisers and other professional advisers;

    • (b) bring, defend or take part in any civil, criminal or administrative action or proceeding on behalf of the corporation;

    • (c) carry on the activities of the corporation as required for an orderly liquidation;

    • (d) sell by public auction or private sale any property of the corporation;

    • (e) do all acts and execute or, in Quebec, sign any documents on behalf of the corporation;

    • (f) borrow money on the security of the property of the corporation;

    • (g) settle or compromise or, in Quebec, transact on any claims by or against the corporation; and

    • (h) do all other things necessary for the liquidation of the corporation and distribution of its property.

  • Marginal note:Due diligence

    (2) A liquidator is not liable if the liquidator exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on

    • (a) financial statements of the corporation represented to the liquidator by an officer of the corporation or in a written report of the public accountant of the corporation fairly to reflect the financial condition of the corporation; or

    • (b) a report of a person whose profession lends credibility to a statement made by that person.

  • Marginal note:Liability for environmental matters

    (3) Despite anything in federal or provincial law, a liquidator is not liable, in that capacity, for any environmental condition or environmental damage, unless the condition arose or the damage occurred after the liquidator’s appointment as a result of the liquidator’s gross negligence or wilful misconduct or, in Quebec, the liquidator’s gross or intentional fault.

  • Marginal note:Application for examination

    (4) On the application of a liquidator, the court may — if it is satisfied that there are reasonable grounds to believe that any person has in their possession or under their control, or has concealed, withheld or misappropriated, any property of the corporation — make an order requiring that person to appear before the court at the time and place designated in the order and to be examined.

  • Marginal note:Power of court

    (5) If the court is satisfied, on the examination, that the person has concealed, withheld or misappropriated property of the corporation, the court may order that person to restore it or pay compensation to the liquidator.

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