Bill C-5

PART 17

LIQUIDATION AND DISSOLUTION

(a) would result in the 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.

(a) restored to its previous position in law, including the restoration of all its property whether acquired before its dissolution or after its dissolution and before its revival, and 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.

(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).

(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.

(a) has not commenced business within three years after the date shown in its certificate of incorporation;

(b) has not carried on its business for three consecutive years;

(c) is in default for a period of one year in sending the Director any fee, notice or document required by this Act; or

(d) if the cooperative is in the situation described in subsection 85(6).

(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.

(a) except if a unanimous agreement contains a provision that eliminates the need for meetings of shareholders referred to in subsection 115(6), 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.

(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.

(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.

(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.

(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.

(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;