PART 14Liquidation and Dissolution (continued)
Marginal note:Costs of liquidation
Marginal note:Final accounts
(2) Within the prescribed period after appointment, and after paying, or making adequate provision for, all claims against the corporation, the liquidator shall apply to the court
Marginal note:Member application
(3) On the application of a member of the corporation, the court may, if a liquidator fails to make the application required by subsection (2), order the liquidator to show cause why a final accounting and distribution should not be made.
(4) A liquidator shall give notice of their intention to make an application under subsection (2) to the Director, to each inspector appointed under paragraph 227(c), to each member and to any person who provided a security or fidelity bond or fidelity insurance for the liquidation, and shall publish the notice in a newspaper published or distributed in the place where the corporation has its registered office, 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 shall make an order
Marginal note:Delivery of order
(6) The liquidator discharged under subsection (5) shall immediately send a certified copy of the order referred to in that subsection to the Director.
Marginal note:Certificate of dissolution
(7) On receipt of a certified copy of the order referred to in subsection (5), the Director shall issue a certificate of dissolution.
Marginal note:Effect of certificate
(8) The corporation ceases to exist on the date shown in the certificate of dissolution.
Marginal note:Transfer on condition of return
234 If a person has transferred property to a corporation subject to the condition that it be returned on the dissolution of the corporation, the liquidator shall transfer that property to that person.
(b) a soliciting corporation; and
(c) a corporation that has, in the prescribed period, received income in excess of the prescribed amount in the form of
(i) donations or gifts or, in Quebec, gifts or legacies of money or other property requested from any person who is not
(A) a member, director, officer or employee of the corporation at the time of the request,
(B) a spouse of a person referred to in clause (A) or an individual who is cohabiting with that person in a conjugal relationship, having so cohabited for a period of at least one year, or
(C) a child, parent, brother, sister, grandparent, uncle, aunt, nephew or niece of a person referred to in clause (A) or of a spouse or individual referred to in clause (B),
(ii) grants or similar financial assistance received from the federal government or a provincial or municipal government, or an agency of such a government, or
(iii) donations or gifts or, in Quebec, gifts or legacies of money or other property from a corporation or other entity that has, in the prescribed period, received income in excess of the prescribed amount in the form of donations, gifts or legacies referred to in subparagraph (i) or grants or similar financial assistance referred to in subparagraph (ii).
Marginal note:Articles to provide for distribution of property
(2) The articles of a corporation shall provide that any property remaining on liquidation after the discharge of any liabilities of the corporation, other than property referred to in section 234, shall be distributed to one or more qualified donees, within the meaning of subsection 248(1) of the Income Tax Act.
Marginal note:Distribution in accordance with order
(3) If the articles of a corporation do not provide for distribution to one or more qualified donees, the liquidator shall apply for an order under section 227 for the distribution of the remaining property of the corporation, other than the property referred to in section 234, to one or more qualified donees.
Marginal note:Notice of application
(4) The liquidator shall give notice to the Director of the application, and the Director may appear and be heard in person or by counsel.
Marginal note:Distribution in accordance with articles
236 (1) If the articles of a corporation, other than a corporation referred to in subsection 235(1), provide for the distribution of property remaining on liquidation after the discharge of any liabilities of the corporation, the liquidator shall distribute the remaining property, other than the property referred to in section 234, in accordance with the articles.
Marginal note:Distribution to members
(2) If the articles do not provide for the distribution of the remaining property, the liquidator shall divide the remaining property, other than the property referred to in section 234, into as many equal shares as there are memberships in the corporation and distribute one share to the holder of each membership.
Marginal note:Right to distribution in money
237 (1) If in the course of liquidation of a corporation the members resolve or the liquidator proposes to do any of the following, a member may apply to the court for an order requiring the distribution of the property of the corporation to be in money:
Marginal note:Powers of court
(2) On an application under subsection (1), the court may order all of the property of the corporation to be converted into and distributed in money.
Marginal note:Custody of records
238 A person who has been granted custody of the documents and records of a dissolved corporation remains liable to produce those documents and records until the expiry of the prescribed period after the corporation’s dissolution or of any shorter period fixed by an order made under subsection 233(5).
Definition of member
Marginal note:Continuation of actions
(2) Despite the dissolution of a corporation under this Act,
(a) any civil, criminal or administrative action or proceeding commenced by or against the dissolved corporation before its dissolution may be continued as if the corporation had not been dissolved;
(b) any civil, criminal or administrative action or proceeding may be brought against the dissolved corporation within two years after its dissolution as if the corporation had not been dissolved; and
(c) any property that would have been available to satisfy any judgment or order if the corporation had not been dissolved remains available for that purpose.
Marginal note:Service on corporation
(3) Service of a document on a corporation after its dissolution may be effected by serving the document on a person whose name appears on the last notice that was sent by the corporation in accordance with section 128 or 134 and received by the Director.
Marginal note:Service on company
(4) Service of a document on a company to which the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, applied and that has been dissolved under subsection 297(5) may be effected by serving the document on a person shown as a director in the last annual summary filed by the company under that Act.
(5) Despite the dissolution of a corporation under this Act, a member to whom any of its property has been distributed is liable to any person claiming under subsection (2) to the extent of the amount received by that member on that distribution, and an action to enforce that liability may be brought within two years after the date of the dissolution of the corporation.
Marginal note:Representative action
(6) A court may order an action referred to in subsection (5) to be brought against the persons who were members as a class or group, subject to any conditions that the court thinks fit, and, if the plaintiff establishes a claim, the court may refer the proceedings to a referee or other officer of the court, who may
- Date modified: