GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Business Corporations Act — C-44 209
Revival 209 (1) When a corporation or other body corporate is dissolved under this Part, section 268 of this Act, section 261 of the Canada Business Corporations Act , chapter 33 of the Statutes of Canada, 1974-75-76, or subsection 297(6) of the Canada Not-for-profit Corporations 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. Articles of revival (2) Articles of revival in the form that the Director fixes shall be sent to the Director. Certificate of revival (3) On receipt of articles of revival, the Director shall issue a certificate of revival in accordance with section 262, if (a) the dissolved corporation or other 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. Date of revival (3.1) The dissolved corporation or other body corporate is revived as a corporation under this Act on the date shown on the certificate of revival. Rights and obligations preserved (4) 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 other 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 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 (5) 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 (6) In this section, interested person includes (a) a shareholder, a director, an officer, an employee and a creditor of the dissolved corporation or other body corporate; (b) a person who has a contract — other than, in Quebec, a contract by gratuitous title — with the dissolved corporation or other body corporate; (c) a person who, although at the time of dissolution of the corporation or other body corporate was not a person described in paragraph (a), would be such a person if a certificate of revival is issued under this section; and (d) a trustee in bankruptcy or liquidator for the dissolved corporation or other body corporate. R.S., 1985, c. C-44, s. 209; 2001, c. 14, s. 102; 2009, c. 23, s. 310; 2018, c. 8, s. 28
Canada Business Corporations Act — C-44 210
Dissolution before commencing business 210 (1) A corporation that has not issued any shares 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 shareholders or, where it has issued more than one class of shares, by special resolutions of the holders of each class whether or not they 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 shareholders or, where it has issued more than one class of shares, by special resolutions of the holders of each class whether or not they are otherwise entitled to vote, if (a) by the special resolution or resolutions the shareholders authorize the directors to cause the corporation to distribute any property and discharge any liabilities; and (b) the corporation has distributed any property and discharged any liabilities before it sends articles of dissolution to the Director pursuant to 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 262. Effect of certificate (6) The corporation ceases to exist on the date shown in the certificate of dissolution. R.S., 1985, c. C-44, s. 210; 2001, c. 14, s. 103
Canada Business Corporations Act — C-44 211
 Director. Certificate of dissolution (15) On receipt of articles of dissolution, the Director shall issue a certificate of dissolution in accordance with section 262. Effect of certificate (16) The corporation ceases to exist on the date shown in the certificate of dissolution. R.S., 1985, c. C-44, s. 211; 2001, c. 14, s. 104
Canada Business Corporations Act — C-44 212
Dissolution by Director 212 (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 business within three years after the date shown in its certificate of incorporation, (ii) the corporation has not carried on its business for three consecutive years, (iii) the corporation is in default for a period of one year in sending to the Director any fee or any notice, document or other information required by this Act, (iv) the corporation does not have any directors or is in the situation described in subsection 109(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 217 applies. Publication (2) The Director shall not dissolve a corporation under this section until the Director has (a) given one hundred and twenty days notice of the decision to dissolve the corporation to the corporation and to each director thereof; 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 246, the Director may issue a certificate of dissolution in the form that the Director fixes. However, if subsection (2) applies, the certificate is not to be issued until after the end of the period referred to in that subsection. Payment of incorporation fee or sending of information (3.1) 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 or if the corporation has not complied with subsection 21.21(2). Effect of certificate (4) The corporation ceases to exist on the date shown in the certificate of dissolution. R.S., 1985, c. C-44, s. 212; 1994, c. 24, s. 25; 2001, c. 14, ss. 105, 135(E); 2018, c. 8, s. 29(F) 2023, c. 29, s. 6 2026, c. 3, s. 589
Canada Business Corporations Act — C-44 213
Grounds for dissolution 213 (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 two or more consecutive years to comply with the requirements of this Act with respect to the holding of annual meetings of shareholders; (b) contravened subsection 16(2) or section 21, 157 or 159; or (c) procured any certificate under this Act by misrepresentation. Notice to Director (2) 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. Dissolution order (3) On an application under this section or section 212, the court may order that the corporation be dissolved or that the corporation 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, section 212 or 214, the Director shall (a) if the order is to dissolve the corporation, issue a certificate of dissolution in the form that the Director fixes; 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 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 corporation ceases to exist on the date shown in the certificate of dissolution. R.S., 1985, c. C-44, s. 213; 2001, c. 14, s. 106; 2018, c. 8, s. 30(F)
Canada Business Corporations Act — C-44 214
Further grounds 214 (1) A court may order the liquidation and dissolution of a corporation or any of its affiliated corporations on the application of a shareholder, (a) if the court is satisfied that in respect of a corporation or any of its affiliates (i) any act or omission of the corporation or any of its affiliates effects a result, (ii) the business or affairs of the corporation or any of its affiliates are or have been carried on or conducted in a manner, or (iii) the powers of the directors of the corporation 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 any security holder, creditor, director or officer; or (b) if the court is satisfied that (i) a unanimous shareholder agreement entitles a complaining shareholder 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. Alternative order (2) On an application under this section, a court may make such order under this section or section 241 as it thinks fit. Application of s. 242 (3) Section 242 applies to an application under this section. R.S., 1985, c. C-44, s. 214; 2001, c. 14, s. 107(F)
Canada Business Corporations Act — C-44 215
Application for supervision 215 (1) An application to a court to supervise a voluntary liquidation and dissolution under subsection 211(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 211(8), the liquidation and dissolution of the corporation shall continue under the supervision of the court in accordance with this Act. 1974-75-76, c. 33, s. 208; 1978-79, c. 9, s. 1(F)
Canada Business Corporations Act — C-44 216
Application to court 216 (1) An application to a court under subsection 214(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 an application under subsection 214(1), the court may make an order requiring the corporation and any person having an interest in the corporation or claim against it to show cause, at a time and place specified in the order, within four weeks after the date of the order, why the corporation should not be liquidated and dissolved. Powers of court (3) On an application under subsection 214(1), 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 shareholder 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 least once in each week 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 such other person and in such manner as the court may order. R.S., 1985, c. C-44, s. 216; 1999, c. 31, s. 64(E)
Canada Business Corporations Act — C-44 217
Powers of court 217 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 obligations, make any order it thinks fit including, without limiting the generality of the foregoing, (a) an order to liquidate; (b) an order appointing a liquidator, with or without security, fixing the liquidator’s remuneration and replacing a liquidator; (c) an order appointing inspectors or referees, specifying their powers, fixing their remuneration and replacing inspectors or referees; (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 from (i) exercising any of their powers, or (ii) 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 the duty or liability of any present or former director, officer or shareholder (i) to the corporation, or (ii) for an obligation of the corporation; (h) an order approving the payment, satisfaction or compromise of claims against the corporation and the retention of assets for such purpose, and determining the adequacy of provisions for the payment or discharge of obligations of the corporation, whether liquidated, unliquidated, future or contingent; (i) an order disposing of or destroying the documents and records of the corporation; (j) on the application of a creditor, the inspectors or the liquidator, an order giving directions on any matter arising in the liquidation; (k) after notice has been given to all interested parties, an order relieving a liquidator from any omission or default on such terms as the court thinks fit and confirming any act of the liquidator; (l) subject to section 223, an order approving any proposed interim or final distribution to shareholders in money or in property; (m) an order disposing of any property belonging to creditors or shareholders who cannot be found; (n) on the application of any director, officer, security holder, creditor or the liquidator, (i) an order staying the liquidation on such terms and conditions as 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; and (o) after the liquidator has rendered a final account to the court, an order dissolving the corporation. R.S., 1985, c. C-44, s. 217; 2001, c. 14, ss. 108, 135(E); 2011, c. 21, s. 62(F)
Canada Business Corporations Act — C-44 218
Effect of order 218 The liquidation of a corporation commences when a court makes an order therefor. 1974-75-76, c. 33, s. 211; 1978-79, c. 9, s. 1(F)
Canada Business Corporations Act — C-44 219
Cessation of business and powers 219 (1) If a court makes an order for liquidation of a corporation, (a) the corporation continues in existence but shall cease to carry on business, except the business that is, in the opinion of the liquidator, required for an orderly liquidation; and (b) the powers of the directors and shareholders 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 shareholders. R.S., 1985, c. C-44, s. 219; 2001, c. 14, s. 135(E)
Canada Business Corporations Act — C-44 220
Appointment of liquidator 220 (1) When making an order for the liquidation of a corporation or at any time thereafter, the court may appoint any person, including a director, an officer or a shareholder of the corporation or any other body corporate, as liquidator of the corporation. Vacancy (2) Where 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. 1974-75-76, c. 33, s. 213; 1978-79, c. 9, ss. 1(F), 67
Canada Business Corporations Act — C-44 221
Duties of liquidator 221 A liquidator shall (a) forthwith after appointment give notice thereof to the Director and to each claimant and creditor known to the liquidator; (b) without delay publish notice by insertion once a week for two 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 of the appointment in each province where the corporation carries on business, requiring any person (i) indebted to the corporation, to render an account and pay to the liquidator at the time and place specified any amount owing, (ii) possessing property of the corporation, to deliver it to the liquidator at the time and place specified, and (iii) having a claim against the corporation, whether liquidated, unliquidated, future or contingent, to present particulars thereof in writing to the liquidator not later than two months after the first publication of the notice; (c) take into custody and control the property of the corporation; (d) open and maintain a trust account for the moneys of the corporation; (e) keep accounts of the moneys of the corporation received and paid out by the liquidator; (f) maintain separate lists of the shareholders, 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 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 corporation in the form required by section 155 or in such other form as 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 among the shareholders according to their respective rights. R.S., 1985, c. C-44, s. 221; 2001, c. 14, ss. 109, 135(E); 2018, c. 8, s. 31(E)
Canada Business Corporations Act — C-44 222
Powers of liquidator 222 (1) A liquidator may (a) retain lawyers, accountants, engineers, appraisers and other professional advisers; (b) bring, defend or take part in any civil, criminal or administrative action or proceeding in the name and on behalf of the corporation; (c) carry on the business 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 in the name and on behalf of the corporation; (f) borrow money on the security of the property of the corporation; (g) settle or compromise 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 auditor 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 the professional person. Application for examination (3) If a liquidator has reason to believe that any person has in their possession or under their control, or has concealed, withheld or misappropriated any property of the corporation, the liquidator may apply to the court for 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 (4) If the examination referred to in subsection (3) discloses that a 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. R.S., 1985, c. C-44, s. 222; 2001, c. 14, ss. 110, 135(E); 2011, c. 21, s. 63(E)
Canada Business Corporations Act — C-44 223
Costs of liquidation 223 (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 one year 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 to its shareholders according to their respective rights; or (b) for an extension of time, setting out the reasons therefor. Shareholder application (3) If a liquidator fails to make the application required by subsection (2), a shareholder of the corporation may apply to the court for an order for 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 section 217, to each shareholder and to any person who provided a security, 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) directing the custody or disposal of the documents and records of the corporation; and (c) subject to subsection (6), discharging the liquidator. Delivery of order (6) The liquidator shall forthwith send a certified copy of the order referred to in subsection (5) to the Director. Certificate of dissolution (7) On receipt of the order referred to in subsection (5), the Director shall issue a certificate of dissolution in accordance with section 262. Effect of certificate (8) The corporation ceases to exist on the date shown in the certificate of dissolution. R.S., 1985, c. C-44, s. 223; 2001, c. 14, ss. 111(E), 135(E); 2011, c. 21, s. 64
Canada Business Corporations Act — C-44 224
Right to distribution in money 224 (1) If in the course of liquidation of a corporation the shareholders resolve or the liquidator proposes to (a) exchange all or substantially all the property of the corporation for securities of another body corporate that are to be distributed to the shareholders, or (b) distribute all or part of the property of the corporation to the shareholders in kind, a shareholder may apply to the court for an order requiring the distribution of the property of the corporation to be in money. Powers of court (2) On an application under subsection (1), the court may order (a) all the property of the corporation to be converted into and distributed in money; or (b) the claims of any shareholder applying under this section to be satisfied by a distribution in money, in which case subsections 190(20) to (22) apply. 1974-75-76, c. 33, s. 217; 1978-79, c. 9, s. 1(F)