Voluntary liquidation and dissolution
138(1)The directors may propose or a shareholder who is entitled to vote at a meeting of shareholders may, in accordance with section 89 make a proposal for, the voluntary liquidation and dissolution of a corporation.
138(2)Notice of any meeting of shareholders at which voluntary liquidation and dissolution is to be proposed shall set out the terms thereof.
138(3)A corporation may liquidate and dissolve by special resolution of the shareholders or, when the corporation has issued more than one class of shares, by special resolution of the holders of each class of shares whether or not they are entitled to vote.
138(4)A statement of intent to dissolve shall be sent to the Director in the form provided by the Director.
138(5)Upon receipt of a statement of intent to dissolve, the Director shall issue a certificate of intent to dissolve.
138(6)Upon issue of a certificate of intent to dissolve, the corporation shall cease to carry on business except to the extent necessary for the liquidation, but its corporate existence continues until the Director issues a certificate of dissolution.
138(7)After issue of a certificate of intent to dissolve, the corporation shall
(a)
immediately cause notice thereof to be sent or delivered to each known creditor of the corporation;
(b)
forthwith publish notice thereof once a week for four consecutive weeks in a newspaper published or distributed in the place where the corporation has its registered office and take reasonable steps to give notice thereof in each province in Canada where the corporation was carrying on business at the time it sent the statement of intent to dissolve to the Director;
(c)
proceed to collect its property, to dispose of properties that are not to be distributed in kind to its shareholders, to discharge all its obligations and to do all other acts required to liquidate its business; and
(d)
after giving the notice required under paragraphs (
a) and (
b) and adequately providing for the payment or discharge of all its obligations, distribute its remaining property, either in money or in kind, among its shareholders according to their respective rights.
138(8)The Director or any interested person may, at any time during the liquidation of a corporation, apply to the Court for an order that the liquidation be continued under the supervision of the Court as provided in this Part, and upon such application the Court may so order and make any further order it thinks fit.
138(9)An applicant under this section shall give the Director notice of the application, and the Director is entitled to appear and be heard in person or by counsel.
138(10)At any time after issue of a certificate of intent to dissolve and before issue of a certificate of dissolution, a certificate of intent to dissolve may be revoked by sending to the Director a statement of revocation of intent to dissolve in the form provided by the Director, if such revocation is approved in the same manner as the resolution under subsection (3).
138(11)Upon receipt of a statement of revocation of intent to dissolve, the Director shall issue a certificate of revocation of intent to dissolve.
138(12)On the date shown in the certificate of revocation of intent to dissolve, the revocation is effective and the corporation may again carry on its business or businesses.
138(13)If a certificate of intent to dissolve has not been revoked and the corporation has complied with subsection (7), the corporation shall prepare articles of dissolution.
138(14)Articles of dissolution shall be sent to the Director in the form provided by the Director.
138(15)Upon receipt of articles of dissolution, the Director shall issue a certificate of dissolution.
138(16)The corporation ceases to exist on the date shown in the certificate of dissolution.
2014, c.50, s.14; 2023, c.2, s.104; 2023, c.2, s.155