Definition of “reorganization”

• 215. (1) In this section, “reorganization” means a reorganization pursuant to

  • (a) a court order made under section 253;

  • (b) a court order made under the Bankruptcy and Insolvency Act approving a proposal; or

  • (c) a court order made under any other Act of Parliament that affects the rights among a corporation and its members and creditors.

• Marginal note:Powers of court

  (2) If a corporation is subject to an order referred to in subsection (1), the order may also require any amendment of the articles or by-laws to effect any change that might be made under section 197.

• Marginal note:Further powers

  (3) If a court makes an order referred to in subsection (1), the court may also

  • (a) authorize the issue of debt obligations of the corporation and fix their terms; and

  • (b) appoint directors in place of or in addition to all or any of the directors then in office.

• Marginal note:Articles of reorganization

  (4) After an order referred to in subsection (1) has been made, articles of reorganization in the form that the Director fixes shall be sent to the Director together with the documents required by section 20 and subsection 134(1), if applicable.

• Marginal note:Certificate of amendment

  (5) On receipt of articles of reorganization, the Director shall issue a certificate of amendment in accordance with section 276.

• Marginal note:Effect of certificate

  (6) A reorganization becomes effective on the date shown in the certificate of amendment and the articles are amended accordingly.

Definition of “arrangement”

• 216. (1) In this section, “arrangement” includes

  • (a) an amendment to the articles of a corporation;

  • (b) an amalgamation of two or more corporations;

  • (c) an amalgamation of a body corporate with a corporation that results in an amalgamated corporation subject to this Act;

  • (d) a division of the activities carried on by a corporation;

  • (e) a transfer of all or substantially all of the property of a corporation to another body corporate in exchange for money or other property, shares, memberships or debt obligations of the body corporate;

  • (f) an exchange of debt obligations or memberships of a corporation for money or other property or other memberships or debt obligations of the corporation or money or other property, shares, memberships or debt obligations of another body corporate;

  • (g) a liquidation and dissolution of a corporation; and

  • (h) any combination of operations referred to in paragraphs (a) to (g).

• Marginal note:Application to court for approval of arrangement

  (2) If it is not practicable for a corporation to effect a fundamental change in the nature of an arrangement under any other provision of this Act, the corporation may apply to a court for an order approving an arrangement proposed by the corporation.

• Marginal note:Powers of court

  (3) On an application under this section, the court may make any interim or final order that it thinks fit, including

  • (a) an order determining the notice to be given to any interested person or dispensing with notice to any person other than the Director;

  • (b) an order appointing counsel, at the expense of the corporation, to represent the interests of the members;

  • (c) an order requiring a corporation to call, hold and conduct a meeting of members or holders of debt obligations issued by the corporation in any manner that the court directs; and

  • (d) an order approving an arrangement as proposed by the corporation or as amended in any manner that the court directs.

• Marginal note:Notice to Director

  (4) An applicant for any interim or final order 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.

• Marginal note:Articles of arrangement

  (5) After an order referred to in paragraph (3)(d) has been made, articles of arrangement in the form that the Director fixes shall be sent to the Director together with the documents required by section 20 and subsection 134(1), if applicable.

• Marginal note:Certificate of arrangement

  (6) On receipt of articles of arrangement, the Director shall issue a certificate of arrangement in accordance with section 276.

• Marginal note:Effect of certificate

  (7) An arrangement becomes effective on the date shown in the certificate of arrangement.

PART 14LIQUIDATION AND DISSOLUTION

Definition of “court”

217. In this Part, “court”, in relation to a corporation, means a court having jurisdiction in the place where the corporation has its registered office.

Marginal note:Application of Part

• 218. (1) This Part does not apply to a corporation for which there is a trustee in bankruptcy, a trustee under a proposal or an interim receiver under the Bankruptcy and Insolvency Act, or a receiver acting under a provincial law, until the end of the prescribed period after

  • (a) the trustee or interim receiver has been discharged; or

  • (b) the receiver has provided to the Superintendent of Bankruptcy the final report and statement of accounts required by subsection 246(3) of the Bankruptcy and Insolvency Act.

• Marginal note:Staying proceedings

  (2) Any proceedings under this Part to dissolve or to liquidate and dissolve a corporation that are pending when a trustee, interim receiver or receiver referred to in subsection (1) becomes entitled to act with respect to the corporation are stayed until the end of the prescribed period after

  • (a) the trustee or interim receiver has been discharged; or

  • (b) the receiver has provided to the Superintendent of Bankruptcy the final report and statement of accounts required by subsection 246(3) of the Bankruptcy and Insolvency Act.

Marginal note:Revival

• 219. (1) If a corporation or other body corporate is dissolved under this Part, or if a body corporate created or continued under Part II of the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970 — or that is subject to Part III of that Act — is dissolved under that Act, any interested person may apply to the Director to have the dissolved corporation or other body corporate revived as a corporation under this Act.

• Marginal note:Articles of revival

  (2) Articles of revival in the form that the Director fixes shall be sent to the Director.

• Marginal note:Certificate of revival

  (3) On receipt of articles of revival, the Director shall issue a certificate of revival in accordance with section 276, if

  • (a) the dissolved corporation or body corporate has fulfilled all conditions precedent that the Director considers reasonable; and

  • (b) there is no valid reason for refusing to issue the certificate.

• Marginal note:Date of revival

  (4) A dissolved corporation or other body corporate is revived as a corporation under this Act on the date shown on the certificate of revival.

• Marginal note:Special Act no longer applicable

  (5) On the revival of a body corporate without share capital incorporated by a special Act of Parliament as a corporation under this Act, the special Act ceases to apply to the corporation.

• Marginal note:Rights preserved

  (6) Subject to any reasonable terms that may be imposed by the Director, to the rights acquired by any person after its dissolution and to any changes to the internal affairs of the corporation or body corporate after its dissolution, the revived corporation is, in the same manner and to the same extent as if it had not been dissolved,

  • (a) restored to its previous position in law, including the restoration of any rights and privileges whether arising before its dissolution or after its dissolution but before its revival; and

  • (b) liable for the obligations that it would have had if it had not been dissolved, whether they arise before its dissolution or after its dissolution but before its revival.

• Marginal note:Legal actions

  (7) Any legal action respecting the affairs of a revived corporation taken between the time of its dissolution and its revival is valid and effective.

• Definition of “interested person”

  (8) In this section, “interested person” includes

  • (a) a member, a director, an officer, an employee and a creditor of a dissolved corporation or body corporate;

  • (b) a person who has a contract — other than, in Quebec, a contract by gratuitous title — with the dissolved corporation or body corporate;

  • (c) a person who, although at the time of dissolution of the corporation or body corporate was not a person described in paragraph (a), would be such a person if a certificate of revival were issued under this section; and

  • (d) a trustee in bankruptcy or a liquidator for the dissolved corporation or body corporate.

Marginal note:Dissolution before commencing activities

• 220. (1) A corporation that has not issued any memberships may be dissolved at any time by resolution of all the directors.

• Marginal note:Dissolution if no property

  (2) A corporation that has no property and no liabilities may be dissolved by special resolution of the members or, if it has more than one class or group of members, by special resolution of each class or group whether or not the members are otherwise entitled to vote.

• Marginal note:Dissolution where property disposed of

  (3) A corporation that has property or liabilities or both may be dissolved by special resolution of the members or, if it has more than one class or group of members, by special resolution of each class or group whether or not the members are otherwise entitled to vote, if

  • (a) by the special resolution or resolutions the members authorize the directors to cause the corporation to distribute any money or other property in accordance with sections 234 to 236 and discharge any liabilities; and

  • (b) the corporation has distributed any money or other property and discharged any liabilities before it sends articles of dissolution to the Director under subsection (4).

• Marginal note:Articles of dissolution

  (4) Articles of dissolution in the form that the Director fixes shall be sent to the Director.

• Marginal note:Certificate of dissolution

  (5) On receipt of articles of dissolution, the Director shall issue a certificate of dissolution in accordance with section 276.

• Marginal note:Effect of certificate

  (6) The corporation ceases to exist on the date shown in the certificate of dissolution.

Marginal note:Proposing liquidation and dissolution

• 221. (1) The directors may propose the voluntary liquidation and dissolution of a corporation, or a member who is entitled to vote at an annual meeting of members may make such a proposal in accordance with section 163.

• Marginal note:Notice of meeting

  (2) Notice of any meeting of members at which voluntary liquidation and dissolution is to be proposed shall set out the terms of the proposal.

• Marginal note:Members’ resolution

  (3) A corporation may liquidate and dissolve by special resolution of the members or, if the corporation has more than one class or group of members, by special resolution of each class or group whether or not the members are otherwise entitled to vote.

• Marginal note:Statement of intent to dissolve

  (4) A statement of intent to dissolve in the form that the Director fixes shall be sent to the Director.

• Marginal note:Certificate of intent to dissolve

  (5) On receipt of a statement of intent to dissolve, the Director shall issue a certificate of intent to dissolve in accordance with section 276.

• Marginal note:Effect of certificate

  (6) On the issuance of a certificate of intent to dissolve, the corporation shall cease to carry on its activities except to the extent necessary for the liquidation, but its corporate existence continues until the Director issues a certificate of dissolution.

• Marginal note:Liquidation

  (7) After the issuance of a certificate of intent to dissolve, the corporation shall

  • (a) immediately cause notice of the certificate to be sent to each known creditor of the corporation;

  • (b) without delay take reasonable steps to give notice of it in each province in Canada where the corporation was carrying on activities at the time it sent the statement of intent to dissolve to the Director;

  • (c) do all acts required to liquidate its property — including collecting its property, transferring property referred to in section 234 and converting any property not to be transferred or distributed in kind into money — and discharge all its liabilities; and

  • (d) after giving the notice required under paragraphs (a) and (b) and adequately providing for the discharge of all of its liabilities, distribute its remaining property, either in money or in kind, in accordance with sections 235 and 236.

• Marginal note:Supervision by court

  (8) On the application of the Director or any interested person made at any time during the liquidation of a corporation, a court may order that the liquidation be continued under the supervision of the court as provided in this Part and make any further order that it thinks fit.

• Marginal note:Notice to Director

  (9) An interested person who makes an application 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.

• Marginal note:Revocation

  (10) At any time after the issue of a certificate of intent to dissolve and before the 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 that the Director fixes, if the revocation is approved in the same manner as the resolution under subsection (3).

• Marginal note:Certificate of revocation of intent to dissolve

  (11) On receipt of a statement of revocation of intent to dissolve, the Director shall issue a certificate of revocation of intent to dissolve in accordance with section 276.

• Marginal note:Effect of certificate

  (12) On the date shown in the certificate of revocation of intent to dissolve, the revocation is effective and the corporation may continue to carry on its activities.

• Marginal note:Right to dissolve

  (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.

• Marginal note:Articles of dissolution

  (14) Articles of dissolution in the form that the Director fixes shall be sent to the Director.

• Marginal note:Certificate of dissolution

  (15) On receipt of articles of dissolution, the Director shall issue a certificate of dissolution in accordance with section 276.

• Marginal note:Effect of certificate

  (16) The corporation ceases to exist on the date shown in the certificate of dissolution.

Marginal note:Dissolution by Director

• 222. (1) Subject to subsections (2) and (3), the Director may

  • (a) dissolve a corporation by issuing a certificate of dissolution under this section if the corporation

    • (i) has not commenced its activities within the prescribed period after the date shown in its certificate of incorporation,

    • (ii) has not carried on its activities for the prescribed period,

    • (iii) is in default for a prescribed period in sending to the Director any fee, notice or other document required by this Act, or

    • (iv) does not have any directors or is in the situation described in subsection 130(4); or

  • (b) apply to a court for an order dissolving the corporation, in which case section 227 applies.

• Marginal note:Publication

  (2) The Director shall not dissolve a corporation under this section until the Director has

  • (a) given notice of the decision to dissolve the corporation to the corporation and to each director; and

  • (b) published notice of that decision in a publication generally available to the public.

• Marginal note:Certificate of dissolution

  (3) Unless cause to the contrary has been shown or an order has been made by a court under section 258, the Director may, after the expiry of the prescribed period, issue a certificate of dissolution.

• Marginal note:Exception — non-payment of incorporation fee

  (4) Despite anything in this section, the Director may dissolve a corporation by issuing a certificate of dissolution if the required fee for the issuance of a certificate of incorporation has not been paid.

• Marginal note:Effect of certificate

  (5) The corporation ceases to exist on the date shown in the certificate of dissolution.

Marginal note:Grounds for dissolution

• 223. (1) The Director or any interested person may apply to a court for an order dissolving a corporation if the corporation has

  • (a) failed for the prescribed period to comply with the requirements of this Act with respect to the holding of annual meetings of members;

  • (b) contravened subsection 17(2) or section 22, 23, 174 or 175; or

  • (c) procured any certificate under this Act by misrepresentation.

• Marginal note:Notice to Director

  (2) An interested person who makes an application 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.

• Marginal note:Dissolution order

  (3) On an application under this section or section 222, the court may order that the corporation be dissolved or that the corporation be liquidated and dissolved under the supervision of the court and may make any other order that it thinks fit.

• Marginal note:Certificate

  (4) On receipt of an order under this section or section 222 or 224, the Director shall

  • (a) if the order is to dissolve the corporation, issue a certificate of dissolution; or

  • (b) if the order is to liquidate and dissolve the corporation under the supervision of the court, issue a certificate of intent to dissolve and publish notice of the order in a publication generally available to the public.

• Marginal note:Effect of certificate

  (5) The corporation ceases to exist on the date shown in the certificate of dissolution.