GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Cooperatives Act — C-1.7 303
Reorganization 303 (1) This section applies to a reorganization made pursuant to a court order under section 340, a court order approving a proposal under the Bankruptcy and Insolvency Act or a court order that affects the rights among the cooperative, its members, shareholders and creditors made under any other Act of Parliament. Limitation (2) No court order for reorganization may result in a cooperative (a) no longer being organized or operating or carrying on business on a cooperative basis; (b) if the cooperative is one to which Part 20 applies, not complying with Part 20; or (c) if the cooperative is one to which Part 21 applies, not complying with Part 21. Powers of court (3) If a cooperative is subject to an order referred to in subsection (1), its articles may be amended by the order to effect any changes that might lawfully be made by an amendment under this Act. Further powers (4) If a court makes an order referred to in subsection (1), the court may also (a) authorize the issue of debt obligations that if held by members may be converted to membership shares or investment shares and otherwise may be converted to investment shares and fix the terms of them; and (b) appoint directors in place of or in addition to all or any of the directors then in office. Articles of reorganization (5) After an order referred to in subsection (1) has been made, articles of reorganization in the form that the Director fixes, together with, if applicable, notice of registered office and notice of change of directors, must be sent to the Director. Certificate of amendment (6) On receipt of articles of reorganization, the Director must issue a certificate of amendment. Effect of certificate (7) A reorganization becomes effective on the date shown on the certificate of amendment and the articles of incorporation are amended accordingly. No dissent (8) No member or shareholder is entitled to dissent under section 302 if an amendment to the articles of incorporation is effected under this section.
Canada Cooperatives Act — C-1.7 304
Definition of arrangement 304 (1) In this section, arrangement includes (a) a continuance for the purpose of amalgamation; (b) an amendment to the articles of a cooperative; (c) an amalgamation of two or more cooperatives; (d) an amalgamation of a body corporate with a cooperative that results in an amalgamated cooperative; (e) an amalgamation of two bodies corporate to become a cooperative; (f) a division of the business carried on by a cooperative; (g) a transfer of all or substantially all of the property of a cooperative to another body corporate in exchange for property, money or securities of the body corporate; (h) an exchange of securities of a cooperative for property, money or other securities of the cooperative or property, money or securities of another body corporate, subject to the issue or transfer of membership shares to members; (i) a liquidation and dissolution of a cooperative; and (j) any combination of the events set out in paragraphs (a) to (i). When cooperative insolvent (2) For the purposes of this section, a cooperative is insolvent (a) when it is unable to pay its liabilities as they become due; or (b) if the realizable value of its assets is less than the total of its liabilities and the stated capital of all membership shares and investment shares. Application to court for approval of arrangement (3) If it is not feasible for a cooperative that is not insolvent to effect a fundamental change in the nature of an arrangement under any other provision of this Act, the cooperative may apply to a court for an order approving an arrangement proposed by the cooperative. Powers of court (4) In connection with an application under this section, the court may make any order it thinks fit, including an order (a) respecting the giving of notice of the application, subject to subsection (6); (b) respecting the representation of the interests of members or shareholders; (c) requiring meetings of the cooperative to be held; (d) permitting a member or shareholder to dissent under section 302; and (e) approving an arrangement in any manner the court may direct. Limitation (5) The court may not make an order that would result in the cooperative (a) no longer being organized or operating or carrying on business on a cooperative basis; (b) if the cooperative is one to which Part 20 applies, not complying with Part 20; and (c) if the cooperative is one to which Part 21 applies, not complying with Part 21. Notice to Director (6) Notice of an application under subsection (4) must be given to the Director and the Director is entitled to appear and be heard in person or by counsel. Articles of arrangement (7) If an order is made under paragraph (4)(e), articles of arrangement in the form that the Director fixes, together with, if applicable, notice of registered office and notice of change of directors, must be sent to the Director.
Canada Cooperatives Act — C-1.7 305
Certificate of arrangement 305 (1) On receipt of articles of arrangement, the Director must issue a certificate of arrangement. Effect of certificate (2) An arrangement becomes effective on the date shown in the certificate of arrangement.
Canada Cooperatives Act — C-1.7 306
Definition of court 306 In this Part, court means a court having jurisdiction in the place where the cooperative has its registered office.
Canada Cooperatives Act — C-1.7 307
Application of Part 307 (1) This Part, other than sections 308 and 311, does not apply to a cooperative that is an insolvent person or a bankrupt as those terms are defined in section 2 of the Bankruptcy and Insolvency Act . Staying of proceedings (2) Any proceedings taken under this Part to dissolve or to liquidate and dissolve a cooperative are stayed if the cooperative is at any time found, in a proceeding under the Bankruptcy and Insolvency Act , to be an insolvent person as defined in section 2 of that Act. 1998, c. 1, s. 307; 2001, c. 14, s. 209; 2018, c. 8, s. 77
Canada Cooperatives Act — C-1.7 308
Revival 308 (1) When a cooperative is dissolved under this Part, any interested person, or any person who would be an interested person if a certificate of revival were issued under this section, may apply to the Director to have the dissolved cooperative revived as a cooperative under this Act. Articles of revival (2) Articles of revival in the form that the Director fixes must be sent to the Director. Certificate of revival (3) On receipt of articles of revival, the Director must issue a certificate of revival, unless the Director is of the opinion that issuing the certificate (a) would result in the dissolved cooperative (i) no longer being organized or operating or carrying on business on a cooperative basis, (ii) if the cooperative is one to which Part 20 applies, not complying with Part 20, and (iii) if the cooperative is one to which Part 21 applies, not complying with Part 21; or (b) would not be advisable for any other valid reason. Reliance on articles (4) For the purpose of subsection (3), the Director may rely on the articles of revival. Date of revival (5) A dissolved cooperative is revived as a cooperative under this Act on the date shown on the certificate of revival. Rights preserved (6) In the same manner and to the same extent as if it had not been dissolved, but 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 cooperative after its dissolution, the revived cooperative is (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 and 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 and before its revival. Legal actions (7) Any legal action respecting the affairs of a revived cooperative 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 shareholder, a director, an officer, an employee and a creditor of the dissolved cooperative; (b) a person who has a contract — other than, in Quebec, a contract by gratuitous title — with the dissolved cooperative; and (c) a trustee in bankruptcy or liquidator for the dissolved cooperative. 1998, c. 1, s. 308; 2001, c. 14, s. 210; 2018, c. 8, s. 78
Canada Cooperatives Act — C-1.7 309
Dissolution if no property and no liability 309 (1) A cooperative that has no property and no liabilities may be dissolved by a special resolution of the members and, if the cooperative has issued investment shares, by a separate special resolution of the shareholders of each class, whether or not they are otherwise entitled to vote. Dissolution if property disposed of (2) A cooperative that has property or liabilities, or both, may be dissolved by a special resolution of the members and, if the cooperative has issued investment shares, by a separate special resolution of the shareholders of each class, whether or not they are otherwise entitled to vote, if (a) by the special resolution or resolutions they authorize the directors to cause the cooperative to distribute property and discharge liabilities; and (b) the cooperative has distributed property and discharged liabilities before it sends articles of dissolution to the Director under subsection (3). Articles of dissolution (3) Articles of dissolution in the form that the Director fixes must be sent to the Director. Certificate of dissolution (4) On receipt of articles of dissolution, the Director must issue a certificate of dissolution. Effect of certificate (5) The cooperative ceases to exist on the date shown in the certificate of dissolution.
Canada Cooperatives Act — C-1.7 311
Dissolution by Director 311 (1) Subject to subsections (2) and (3), the Director may dissolve a cooperative by issuing a certificate of dissolution under this section on the grounds that (a) the cooperative has not commenced business within three years after the date shown in its certificate of incorporation; (b) the cooperative has not carried on its business for three consecutive years; (c) the cooperative is in default for a period of one year in sending the Director any fee, notice or document required by this Act; (d) the cooperative does not have any directors or is in the situation described in subsection 85(6); or (e) the Director is notified by the Minister of Public Safety and Emergency Preparedness that the cooperative is a listed entity as defined in subsection 83.01(1) of the Criminal Code . Publication (2) The Director may not dissolve a cooperative under this section until (a) one hundred and twenty days have elapsed since notice of intent to dissolve has been given to the cooperative and to each of its directors; and (b) notice of intent to dissolve the cooperative has been published in a publication generally available to the public. Exception — listed entities (2.1) Subsection (2) does not apply if the ground, or one of the grounds, for issuing a certificate of dissolution is the ground set out in paragraph (1)(e). Certificate of dissolution (3) Unless cause to the contrary has been shown or an order has been made by a court under section 315, the Director may issue a certificate of dissolution. However, if subsection (2) applies, the certificate is not to be issued until after the end of the 120 days referred to in that subsection. Exception — non-payment of incorporation fee (3.1) Despite anything in this section, the Director may dissolve a cooperative by issuing a certificate of dissolution if the fee for the issuance of a certificate of incorporation is not paid. Effect of certificate (4) The cooperative ceases to exist on the date shown in the certificate of dissolution. 1998, c. 1, s. 311; 2001, c. 14, s. 211; 2018, c. 8, s. 79(F) 2026, c. 3, s. 590
Canada Cooperatives Act — C-1.7 312
Grounds for dissolution 312 (1) Any interested person may apply to a court for an order dissolving a cooperative if the cooperative has (a) failed for two or more consecutive years to comply with the requirements of this Act with respect to the holding of annual meetings; (b) contravened section 18, subsection 27(2) or section 31, 247 or 249; or (c) procured any certificate under this Act by misrepresentation. Notice to director (2) An applicant under this section must give the Director notice of the application. Dissolution order (3) On an application under this section, the court may order that the cooperative be dissolved or that it be liquidated and dissolved under the supervision of the court, and the court may make any other order it thinks fit. Certificate (4) On receipt of an order under this section or section 313, the Director must (a) if the order is to dissolve the cooperative, issue a certificate of dissolution in the form that the Director fixes; or (b) if the order is to liquidate and dissolve the cooperative under the supervision of the court, issue a certificate of intent to dissolve in the form that the Director fixes and publish notice of the order in a publication generally available to the public. Effect of certificate (5) The cooperative ceases to exist on the date shown in the certificate of dissolution. 1998, c. 1, s. 312; 2001, c. 14, s. 212; 2018, c. 8, s. 80(F)
Canada Cooperatives Act — C-1.7 313
Further grounds 313 (1) A court may order the liquidation and dissolution of a cooperative or any of its affiliates on the application of a member or a shareholder if the court is satisfied (a) that the cooperative no longer carries on business or is no longer organized or operating on a cooperative basis; (b) that an act or omission of the cooperative or any of its affiliates effects a result, that the business or affairs of the cooperative or any of its affiliates are or have been carried on or conducted in a manner, or that the powers of the directors of the cooperative or any of its affiliates are or have been exercised in a manner, that is oppressive or unfairly prejudicial to, or that unfairly disregards the interests of, a member, shareholder, security holder, creditor, director or officer; or (c) that events have occurred that entitle a member or shareholder, in accordance with a unanimous agreement, to demand that the cooperative be dissolved or that it is just and equitable that the cooperative be liquidated and dissolved. Alternate order (2) On an application under this section, a court may make any order under this section or section 340 that it thinks fit. Application of section 341 (3) Section 341 applies to an application under this section. 1998, c. 1, s. 313; 2001, c. 14, s. 213(F)
Canada Cooperatives Act — C-1.7 314
Application for supervision 314 (1) An application to a court to supervise a voluntary liquidation and dissolution under subsection 310(8) must state the reasons, verified by an affidavit of the applicant, why the court should supervise the liquidation and dissolution. Court supervision (2) If a court makes an order applied for under subsection 310(8), the liquidation and dissolution of the cooperative continues under the supervision of the court in accordance with this Act.
Canada Cooperatives Act — C-1.7 315
Application to court 315 (1) An application to a court under subsection 313(1) must state the reasons, verified by an affidavit of the applicant, why the cooperative should be liquidated and dissolved. Show cause order (2) On an application under subsection 313(1), the court may make an order requiring the cooperative and any person who has an interest in it or claim against it to show cause, at a specified time and place, not less than four weeks after the date of the order, why the cooperative should not be liquidated and dissolved. Powers of court (3) On an application under subsection 313(1), the court may order the directors and officers of the cooperative to provide the court with all material information known to or reasonably ascertainable by them, including (a) financial statements of the cooperative; (b) the name and address of each member and shareholder; and (c) the name and address of each known creditor or claimant, including any creditor or claimant with unliquidated, future or contingent claims, and any person with whom the cooperative has a contract. Publication (4) A copy of an order made under subsection (2) must be (a) published as directed in the order, at least once in each week before the time appointed for the hearing, in a publication generally available to the public; and (b) served on the Director and each person named in the order. Person responsible (5) Publication and service of an order under this section must be effected by the cooperative or by any other person and in any manner that the court may order. 1998, c. 1, s. 315; 2018, c. 8, s. 81(F)
Canada Cooperatives Act — C-1.7 316
Powers of court 316 In connection with the liquidation and dissolution of a cooperative, the court may, if it is satisfied that the cooperative is able to pay or adequately provide for the discharge of all its obligations, make any order it thinks fit, including an order (a) to liquidate; (b) appointing a liquidator, with or without security, and fixing their remuneration, or replacing a liquidator; (c) appointing inspectors or referees, specifying their powers and fixing their remuneration, or replacing inspectors or referees; (d) determining the notice to be given to any interested person, or dispensing with notice to any person; (e) determining the validity of any claim made against the cooperative; (f) at any stage of the proceedings, restraining the directors and officers from (i) exercising any of their powers, or (ii) collecting or receiving any debt or other property of the cooperative, and from paying out or transferring any property of the cooperative, except as permitted by the court; (g) determining and enforcing the duty or liability of any present or former director, officer, member or shareholder (i) to the cooperative, or (ii) for an obligation of the cooperative; (h) approving the payment, satisfaction or compromise of claims against the cooperative and the retention of assets for those purposes, and determining the adequacy of provisions for the payment or discharge of obligations of the cooperative, whether liquidated, unliquidated, future or contingent; (i) disposing of or destroying documents and records of the cooperative; (j) on the application of a creditor, the inspectors or the liquidator, giving directions on any matter arising on the liquidation; (k) after notice has been given to all interested parties, relieving a liquidator from an omission or default on any terms that the court thinks fit and confirming any act of the liquidator; (l) subject to section 322, approving any proposed interim or final distribution to members or shareholders in money or in property in accordance with their respective rights; (m) disposing of any property that belongs to creditors, members or shareholders who cannot be found; (n) on the application of a director, officer, member, shareholder or creditor or the liquidator, (i) staying the liquidation on any terms and conditions that the court thinks fit, (ii) continuing or discontinuing the liquidation proceedings, or (iii) to the liquidator, to restore to the cooperative all its remaining property; and (o) after the liquidator has rendered a final account to the court, dissolving the cooperative. 1998, c. 1, s. 316; 2011, c. 21, s. 108(F)
Canada Cooperatives Act — C-1.7 317
Effect of order 317 The liquidation of a cooperative commences when a court makes an order for liquidation.
Canada Cooperatives Act — C-1.7 318
Cessation of business and powers 318 (1) If a court makes an order for liquidation of a cooperative, (a) the cooperative continues in existence but must cease to carry on business, except the business that is in the liquidator’s opinion required for an orderly liquidation; and (b) the powers of the directors, members and shareholders cease and vest in the liquidator, except as specifically authorized by the court. Delegation by liquidator (2) The liquidator may delegate any of the powers vested in him or her by paragraph (1)(b) to the directors or members.
Canada Cooperatives Act — C-1.7 319
Appointment of liquidator 319 (1) When making an order for the liquidation of a cooperative or at any time after making one, the court may appoint any person, including a director, officer, member or shareholder, or any other body corporate, as liquidator of the cooperative. Vacancy (2) If an order for the liquidation of a cooperative has been made and the office of liquidator is or becomes vacant, the property of the cooperative is under the control of the court until the office of liquidator is filled.
Canada Cooperatives Act — C-1.7 320
Duties of liquidator 320 A liquidator must, without delay after being appointed, (a) give notice of appointment to each claimant and creditor known to the liquidator; (b) publish notice in a publication generally available to the public and take reasonable steps to give notice of the appointment in each province or other jurisdiction where the cooperative carries on business, requiring (i) any person who is indebted to the cooperative to render an account and pay any amount owing to the liquidator at the time and place specified, (ii) any person who possesses property of the cooperative to deliver it to the liquidator at the time and place specified, and (iii) any person who has a claim against the cooperative, whether liquidated, unliquidated, future or contingent, to present particulars of it in writing to the liquidator not later than two months after the first publication of the notice; (c) take the property of the cooperative into custody and control; (d) open and maintain a trust account for money received by the liquidator in the course of the liquidation; (e) keep accounts of the moneys of the cooperative received and paid out in the course of the liquidation; (f) maintain separate lists of the members, shareholders and creditors and other persons who have claims against the cooperative; (g) if at any time the liquidator determines that the cooperative is unable to pay or adequately provide for the discharge of its obligations, apply to the court for directions; (h) deliver to the court and to the Director, at least once in every twelve month period after appointment or more often as the court may require, financial statements of the cooperative in the form required by section 247, or in any other form that the liquidator may think proper or that the court may require; and (i) after the final accounts are approved by the court, distribute any remaining property of the cooperative among the members and shareholders according to their respective rights. 1998, c. 1, s. 320; 2018, c. 8, s. 82(F)