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Canada Cooperatives Act

Version of section 299 from 2018-05-01 to 2024-05-28:


Marginal note:Sending of articles

  •  (1) After an amalgamation has been approved under section 297 or 298, articles of amalgamation in the form that the Director fixes must be sent to the Director, together with a notice of registered office and a notice of the directors of the amalgamated cooperative.

  • Marginal note:Attached statutory declarations

    (2) A statutory declaration of a director or officer of each amalgamating cooperative must be attached to the articles of amalgamation and must establish to the satisfaction of the Director

    • (a) to (c) [Repealed, 2018, c. 8, s. 76]

    • (d) that there are reasonable grounds to believe that

      • (i) each amalgamating cooperative is, and the amalgamated cooperative will be, able to pay its liabilities as they become due, and

      • (ii) the realizable value of the amalgamated cooperative’s assets will not be less than the total of its liabilities and stated capital of all classes; and

    • (e) that there are reasonable grounds to believe that

      • (i) no creditor will be prejudiced by the amalgamation, or

      • (ii) adequate notice has been given to all known creditors of the amalgamating cooperatives and no creditor objects to the amalgamation otherwise than on grounds that are frivolous or vexatious.

  • Marginal note:Adequate notice

    (3) For the purpose of subparagraph (2)(e)(ii), adequate notice is given if

    • (a) a notice in writing is sent to each known creditor who has a claim against any of the amalgamating cooperatives that exceeds one thousand dollars;

    • (b) a notice in writing is published once in a newspaper published or distributed in the place where each amalgamating cooperative has its registered office and reasonable notice is given in each province where the cooperative carries on business; and

    • (c) each notice states that the cooperative intends to amalgamate with one or more specified cooperatives in accordance with this Act and that a creditor of the cooperative may object to the amalgamation not later than thirty days after the date of the notice.

  • Marginal note:Certificate of amalgamation

    (4) On receipt of articles of amalgamation and the declarations required by subsection (2), the Director must issue a certificate of amalgamation if the Director is satisfied that

    • (a) the articles are in accordance with section 11 and, if applicable, section 353 and subsection 359(2);

    • (b) the cooperative will be organized and operated and will carry on business on a cooperative basis;

    • (c) the things described in paragraphs (2)(d) and (e) are true; and

    • (d) if applicable, Part 20 or 21 has been complied with.

  • Marginal note:Reliance on certificate

    (5) For the purposes of paragraphs (4)(b) to (d), the Director may rely on the articles and the declarations required by subsection (2).

  • 1998, c. 1, s. 299
  • 2018, c. 8, s. 76

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