Canada Cooperatives Act — C-1.7 310
Proposing liquidation and dissolution 310 (1) The directors may propose, or a member may, in accordance with section 58, make a proposal for, the voluntary liquidation and dissolution of a cooperative. Notice of meeting (2) Notice of any meeting of the cooperative at which voluntary liquidation and dissolution is to be proposed must set out the terms of the proposal. Approval (3) A cooperative may liquidate and dissolve 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. Statement of intent to dissolve (4) A statement of intent to dissolve in the form that the Director fixes must be sent to the Director. Certificate of intent to dissolve (5) On receipt of a statement of intent to dissolve, the Director must issue a certificate of intent to dissolve. Effect of certificate (6) On the issue of a certificate of intent to dissolve, the cooperative must 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. Liquidation (7) After the issue of a certificate of intent to dissolve, the cooperative must, without delay, (a) cause a notice to be sent to each known creditor of the cooperative; (b) proceed to collect its property, dispose of properties that are not to be distributed in kind to its members or shareholders, discharge all its obligations and do all other acts required to liquidate its business; and (c) after giving the notice required under paragraph (a) and adequately providing for the payment or discharge of all its obligations, but subject to the articles and Parts 20 and 21, distribute its remaining property among its members and shareholders, if any, according to their respective rights. Supervision by court (8) Any interested person may, at any time during the liquidation of a cooperative, apply to a court for an order that the liquidation be continued under the supervision of the court as provided in this Part, and on the application the court may so order and make any further order it thinks fit. Notice to Director (9) An applicant under this section must give the Director notice of the application. Revocation (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 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). Certificate of revocation of intent to dissolve (11) On receipt of a statement of revocation of intent to dissolve, the Director must issue a certificate of revocation of intent to dissolve. Effect of certificate (12) On the date shown in the certificate of revocation of intent to dissolve, the revocation is effective and the cooperative may continue to carry on its business or businesses. Articles of dissolution (13) If a certificate of intent to dissolve has not been revoked and the cooperative has complied with subsection (7), articles of dissolution in the form that the Director fixes must be sent to the Director. Certificate of dissolution (14) On receipt of articles of dissolution, the Director must issue a certificate of dissolution. Effect of certificate (15) The cooperative ceases to exist on the date shown in the certificate of dissolution.