GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Not-for-profit Corporations Act — C-7.75 220
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. 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. 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). Articles of dissolution (4) Articles of dissolution in the form that the Director fixes shall be sent to the Director. Certificate of dissolution (5) On receipt of articles of dissolution, the Director shall issue a certificate of dissolution in accordance with section 276 . Effect of certificate (6) The corporation ceases to exist on the date shown in the certificate of dissolution.
Canada Not-for-profit Corporations Act — C-7.75 221
r fixes shall be sent to the Director. Certificate of dissolution (15) On receipt of articles of dissolution, the Director shall issue a certificate of dissolution in accordance with section 276 . Effect of certificate (16) The corporation ceases to exist on the date shown in the certificate of dissolution.
Canada Not-for-profit Corporations Act — C-7.75 222
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 on the grounds that (i) the corporation has not commenced its activities within the prescribed period after the date shown in its certificate of incorporation, (ii) the corporation has not carried on its activities for the prescribed period, (iii) the corporation is in default for a prescribed period in sending to the Director any fee, notice or other document required by this Act, (iv) the corporation does not have any directors or is in the situation described in subsection 130(4), or (v) the Director is notified by the Minister of Public Safety and Emergency Preparedness that the corporation is a listed entity as defined in subsection 83.01(1) of the Criminal Code ; or (b) apply to a court for an order dissolving the corporation, in which case section 227 applies. 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. 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 subparagraph (1)(a)(v). 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 issue a certificate of dissolution. However, if subsection (2) applies, the certificate is not to be issued until after the end of the prescribed period. 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. Effect of certificate (5) The corporation ceases to exist on the date shown in the certificate of dissolution. 2009, c. 23, s. 222 2026, c. 3, s. 591
Canada Not-for-profit Corporations Act — C-7.75 223
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. 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. 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. 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. Effect of certificate (5) The corporation ceases to exist on the date shown in the certificate of dissolution.
Canada Not-for-profit Corporations Act — C-7.75 224
Further grounds 224 (1) On the application of a member, a court may order the liquidation and dissolution of a corporation or any of its affiliated corporations (a) if the court is satisfied that in respect of the corporation or any of its affiliates, any of the following is oppressive or unfairly prejudicial to, or unfairly disregards the interests of, any shareholder, creditor, director, officer or member, or causes such a result: (i) any act or omission of the corporation or any of its affiliates, (ii) the conduct of the activities or affairs of the corporation or any of its affiliates, or (iii) the exercise of the powers of the directors of the corporation or any of its affiliates; or (b) if the court is satisfied that (i) a unanimous member agreement entitles a complaining member to demand dissolution of the corporation after the occurrence of a specified event and that event has occurred, or (ii) it is just and equitable that the corporation should be liquidated and dissolved. Faith-based defence (2) The court may not make an order under paragraph (1)(a) if the court is satisfied that (a) the corporation is a religious corporation; (b) the act or omission, the conduct or the exercise of powers is based on a tenet of faith held by the members of the corporation; and (c) it was reasonable to base the act or omission, the conduct or the exercise of powers on the tenet of faith, having regard to the activities of the corporation. Alternative order (3) On an application under this section, the court may make any order under this section or section 253 that it thinks fit. Application of s. 254 (4) Section 254 applies to an application under this section.
Canada Not-for-profit Corporations Act — C-7.75 225
Application for supervision 225 (1) An application to a court to supervise a voluntary liquidation and dissolution under subsection 221 (8) shall 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 221 (8), the liquidation and dissolution of the corporation shall continue under the supervision of the court in accordance with this Act.
Canada Not-for-profit Corporations Act — C-7.75 226
Application to court 226 (1) An application to a court under subsection 224 (1) shall state the reasons, verified by an affidavit of the applicant, why the corporation should be liquidated and dissolved. Show cause order (2) On the application, the court may make an order requiring the corporation and any interested person to show cause, at a time and place specified in the order, within the prescribed period after the date of the order, why the corporation should not be liquidated and dissolved. Powers of court (3) On the application, the court may order the directors and officers of the corporation to furnish the court with all material information known to or reasonably ascertainable by them, including (a) financial statements of the corporation; (b) the name and address of each member of the corporation; 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 corporation has a contract. Publication (4) A copy of an order made under subsection (2) shall be (a) published as directed in the order, at a prescribed minimum frequency, before the time appointed for the hearing, in a newspaper published or distributed in the place where the corporation has its registered office; 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 shall be effected by the corporation or by any other person, and in any manner, that the court orders.
Canada Not-for-profit Corporations Act — C-7.75 227
Powers of court 227 In connection with the dissolution or the liquidation and dissolution of a corporation, the court may, if it is satisfied that the corporation is able to pay or adequately provide for the discharge of all its liabilities, make (a) an order to liquidate; (b) an order appointing or replacing a liquidator, with or without security, and fixing the remuneration of the liquidator or their replacement; (c) an order appointing or replacing inspectors or referees and specifying the powers and fixing the remuneration of the inspectors or referees or their replacements; (d) an order determining the notice to be given to any interested person, or dispensing with notice to any person; (e) an order determining the validity of any claims made against the corporation; (f) an order, at any stage of the proceedings, restraining the directors and officers (i) from exercising any of their powers, or (ii) from collecting or receiving any debt or other property of the corporation and from paying out or transferring any property of the corporation, except as permitted by the court; (g) an order determining and enforcing (i) the duty of any present or former director, officer or member to the corporation, or (ii) the liability of such a person for an obligation of the corporation; (h) an order approving the payment, satisfaction or compromise or, in Quebec, transaction of claims against the corporation and the retention of assets for that purpose, and determining the adequacy of provisions for the payment or discharge of liabilities of the corporation, whether liquidated, unliquidated, future or contingent; (i) an order determining the use of documents and records of the corporation or directing their disposition, including by destruction; (j) on the application of a creditor, the inspectors or the liquidator, an order giving directions on any matter arising in the liquidation; (k) an order specifying to whom the assets of the corporation will be distributed; (l) after notice has been given to all interested parties, an order relieving a liquidator from any omission or default on any terms that the court thinks fit and confirming any act of the liquidator; (m) subject to sections 233 to 236 , an order approving any proposed interim or final distribution of money or other property; (n) an order disposing of any property belonging to creditors or members who cannot be found; (o) on the application of any director, officer, member or creditor or the liquidator, (i) an order staying the liquidation on any terms and conditions that the court thinks fit, (ii) an order continuing or discontinuing the liquidation proceedings, or (iii) an order to the liquidator to restore to the corporation all its remaining property; (p) after the liquidator has rendered a final account to the court, an order dissolving the corporation; and (q) any other order that it thinks fit.
Canada Not-for-profit Corporations Act — C-7.75 228
Effect of order 228 The liquidation of a corporation commences when a court makes a liquidation order.
Canada Not-for-profit Corporations Act — C-7.75 229
Cessation of activities and powers 229 (1) If a court makes an order for the liquidation of a corporation, (a) the corporation continues in existence but shall cease to carry on activities, except activities that are, in the opinion of the liquidator, required for an orderly liquidation; and (b) the powers of the directors and members cease and vest in the liquidator, except as specifically authorized by the court. Delegation by liquidator (2) The liquidator may delegate any powers vested in the liquidator by paragraph (1)(b) to the directors or members.
Canada Not-for-profit Corporations Act — C-7.75 230
Appointment of liquidator 230 (1) When making an order for the liquidation of a corporation or at any time after making the order, the court may appoint any person, including a director, an officer or a member of the corporation or any other body corporate, as liquidator of the corporation. Vacancy (2) If an order for the liquidation of a corporation has been made and the office of liquidator is or becomes vacant, the property of the corporation is under the control of the court until the office of liquidator is filled.
Canada Not-for-profit Corporations Act — C-7.75 231
Duties of liquidator 231 A liquidator shall (a) immediately after appointment give notice of the appointment to the Director and to each claimant and creditor known to the liquidator; (b) in each province where the corporation carries on activities, provide, without delay, notice in accordance with the regulations of the appointment (i) requiring any person indebted to the corporation to render an account and pay to the liquidator at the time and place specified any amount owing, (ii) requiring any person possessing property of the corporation to deliver it to the liquidator at the time and place specified, and (iii) requiring any person having a claim against the corporation, whether liquidated, unliquidated, future or contingent, to present particulars of the claim in writing to the liquidator within the prescribed period; (c) take into custody and control the property of the corporation; (d) open and maintain a trust account for the money of the corporation; (e) keep accounts of the money of the corporation received and paid out by the liquidator; (f) maintain separate lists of the members, creditors and other persons having claims against the corporation; (g) if at any time the liquidator determines that the corporation is unable to pay or adequately provide for the discharge of its liabilities, apply to the court for directions; (h) deliver to the court and to the Director, at least once in the prescribed period after appointment or more often as the court may require, financial statements of the corporation in the form required by section 172 or in any other form that the liquidator may think proper or as the court may require; and (i) after the final accounts are approved by the court, distribute any remaining property of the corporation in accordance with sections 234 to 236 .
Canada Not-for-profit Corporations Act — C-7.75 232
Powers of liquidator 232 (1) A liquidator may (a) retain legal counsel, accountants, engineers, appraisers and other professional advisers; (b) bring, defend or take part in any civil, criminal or administrative action or proceeding on behalf of the corporation; (c) carry on the activities of the corporation as required for an orderly liquidation; (d) sell by public auction or private sale any property of the corporation; (e) do all acts and execute or, in Quebec, sign any documents on behalf of the corporation; (f) borrow money on the security of the property of the corporation; (g) settle or compromise or, in Quebec, transact on any claims by or against the corporation; and (h) do all other things necessary for the liquidation of the corporation and distribution of its property. Due diligence (2) A liquidator is not liable if the liquidator exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on (a) financial statements of the corporation represented to the liquidator by an officer of the corporation or in a written report of the public accountant of the corporation fairly to reflect the financial condition of the corporation; or (b) a report of a person whose profession lends credibility to a statement made by that person. Liability for environmental matters (3) Despite anything in federal or provincial law, a liquidator is not liable, in that capacity, for any environmental condition or environmental damage, unless the condition arose or the damage occurred after the liquidator’s appointment as a result of the liquidator’s gross negligence or wilful misconduct or, in Quebec, the liquidator’s gross or intentional fault. Application for examination (4) On the application of a liquidator, the court may — if it is satisfied that there are reasonable grounds to believe that any person has in their possession or under their control, or has concealed, withheld or misappropriated, any property of the corporation — make an order requiring that person to appear before the court at the time and place designated in the order and to be examined. Power of court (5) If the court is satisfied, on the examination, that the person has concealed, withheld or misappropriated property of the corporation, the court may order that person to restore it or pay compensation to the liquidator.
Canada Not-for-profit Corporations Act — C-7.75 233
Costs of liquidation 233 (1) A liquidator shall pay the costs of liquidation out of the property of the corporation and shall pay, or make adequate provision for, all claims against the corporation. 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 (a) for approval of the final accounts and for an order permitting the liquidator to distribute in money or in kind the remaining property of the corporation in accordance with sections 234 to 236 ; or (b) for an extension of time, setting out the reasons for the extension. 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. Publication (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. Final order (5) If the court approves the final accounts rendered by a liquidator, the court shall make an order (a) directing the Director to issue a certificate of dissolution; (b) giving directions regarding the custody of documents and records of the corporation or their disposition, including by destruction; and (c) discharging the liquidator. 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. 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. Effect of certificate (8) The corporation ceases to exist on the date shown in the certificate of dissolution.
Canada Not-for-profit Corporations Act — C-7.75 234
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.
Canada Not-for-profit Corporations Act — C-7.75 235
Application 235 (1) This section applies to (a) a corporation that is a registered charity within the meaning of subsection 248(1) of the Income Tax Act ; (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). 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. 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. 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.
Canada Not-for-profit Corporations Act — C-7.75 236
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. 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.