Articles and certificate of dissolution
137(1)A corporation that has not issued any shares may be dissolved at any time by resolution of all the directors.
137(2)A corporation that has no property and no liabilities may be dissolved by special resolution of the shareholders or, where it has issued more than one class of shares, by special resolutions of the holders of each class whether or not they are otherwise entitled to vote.
137(3)A corporation that has property or liabilities or both may be dissolved by special resolution of the shareholders or, where it has issued more than one class of shares, by special resolutions of the holders of each class whether or not they are otherwise entitled to vote, if
(a)
by the special resolution or resolutions the shareholders authorize the directors to cause the corporation to distribute any property and discharge any liabilities; and
(b)
the corporation has distributed any property and discharged any liabilities before it sends articles of dissolution to the Director pursuant to subsection (4).
137(4)Articles of dissolution shall be sent to the Director in the form provided by the Director.
137(5)Upon receipt of articles of dissolution, the Director shall issue a certificate of dissolution.
137(6)The corporation ceases to exist on the date shown in the certificate of dissolution.
2014, c.50, s.13; 2023, c.2, s.155