Canada Business Corporations Act (R.S.C., 1985, c. C-44)

Marginal note:Obligation to acquire shares

• 206.1 (1) If a shareholder holding shares of a distributing corporation does not receive an offeror’s notice under subsection 206(3), the shareholder may

  • (a) within ninety days after the date of termination of the take-over bid, or

  • (b) if the shareholder did not receive an offer pursuant to the take-over bid, within ninety days after the later of

    • (i) the date of termination of the take-over bid, and

    • (ii) the date on which the shareholder learned of the take-over bid,

  require the offeror to acquire those shares.

• Marginal note:Conditions

  (2) If a shareholder requires the offeror to acquire shares under subsection (1), the offeror shall acquire the shares on the same terms under which the offeror acquired or will acquire the shares of the offerees who accepted the take-over bid.

PART XVIIILiquidation and Dissolution

Marginal note:Definition of court

207 In this Part, court means a court having jurisdiction in the place where the corporation has its registered office.

Marginal note:Application of Part

• 208 (1) This Part, other than sections 209 and 212, does not apply to a corporation that is an insolvent person or a bankrupt as those terms are defined in section 2 of the Bankruptcy and Insolvency Act.

• Marginal note:Staying proceedings

  (2) Any proceedings taken under this Part to dissolve or to liquidate and dissolve a corporation shall be stayed if the corporation is at any time found, in a proceeding under the Bankruptcy and Insolvency Act, to be an insolvent person as defined in section 2 of that Act.

Marginal note: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.

• Marginal note:Articles of revival

  (2) Articles of revival in the form that the Director fixes shall be sent to the Director.

• Marginal note: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.

• Marginal note: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.

• Marginal note: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.

• Marginal note: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.

• Marginal note: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.

Marginal note: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.

• Marginal note: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.

• Marginal note: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).

• Marginal note:Articles of dissolution

  (4) Articles of dissolution in the form that the Director fixes shall be sent to the Director.

• Marginal note:Certificate of dissolution

  (5) On receipt of articles of dissolution, the Director shall issue a certificate of dissolution in accordance with section 262.

• Marginal note:Effect of certificate

  (6) The corporation ceases to exist on the date shown in the certificate of dissolution.

Marginal note:Proposing liquidation and dissolution

• 211 (1) The directors may propose, or a shareholder who is entitled to vote at an annual meeting of shareholders may, in accordance with section 137, make a proposal for, the voluntary liquidation and dissolution of a corporation.

• Marginal note:Notice of meeting

  (2) Notice of any meeting of shareholders at which voluntary liquidation and dissolution is to be proposed shall set out the terms thereof.

• Marginal note:Shareholders resolution

  (3) A corporation may liquidate and dissolve by special resolution of the shareholders or, where the corporation 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.

• Marginal note:Statement of intent to dissolve

  (4) A statement of intent to dissolve in the form that the Director fixes shall be sent to the Director.

• Marginal note:Certificate of intent to dissolve

  (5) On receipt of a statement of intent to dissolve, the Director shall issue a certificate of intent to dissolve in accordance with section 262.

• Marginal note:Effect of certificate

  (6) On issue of a certificate of intent to dissolve, the corporation shall 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.

• Marginal note:Liquidation

  (7) After issue of a certificate of intent to dissolve, the corporation shall

  • (a) immediately cause notice thereof to be sent to each known creditor of the corporation;

  • (b) without delay take reasonable steps to give notice of it in each province in Canada where the corporation was carrying on business at the time it sent the statement of intent to dissolve to the Director;

  • (c) proceed to collect its property, to dispose of properties that are not to be distributed in kind to its shareholders, to discharge all its obligations and to do all other acts required to liquidate its business; and

  • (d) after giving the notice required under paragraphs (a) and (b) and adequately providing for the payment or discharge of all its obligations, distribute its remaining property, either in money or in kind, among its shareholders according to their respective rights.

• Marginal note:Supervision by court

  (8) The Director or any interested person may, at any time during the liquidation of a corporation, 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 such application the court may so order and make any further order it thinks fit.

• Marginal note:Notice to Director

  (9) 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.

• Marginal note: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 to the Director a statement of revocation of intent to dissolve in the form that the Director fixes, if such revocation is approved in the same manner as the resolution under subsection (3).

• Marginal note:Certificate of revocation of intent to dissolve

  (11) On receipt of a statement of revocation of intent to dissolve, the Director shall issue a certificate of revocation of intent to dissolve in accordance with section 262.

• Marginal note:Effect of certificate

  (12) On the date shown in the certificate of revocation of intent to dissolve, the revocation is effective and the corporation may continue to carry on its business or businesses.

• Marginal note:Right to dissolve

  (13) If a certificate of intent to dissolve has not been revoked and the corporation has complied with subsection (7), the corporation shall prepare articles of dissolution.

• Marginal note:Articles of dissolution

  (14) Articles of dissolution in the form that the Director fixes shall be sent to the Director.

• Marginal note:Certificate of dissolution

  (15) On receipt of articles of dissolution, the Director shall issue a certificate of dissolution in accordance with section 262.

• Marginal note:Effect of certificate

  (16) The corporation ceases to exist on the date shown in the certificate of dissolution.

Marginal note: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 if the corporation

    • (i) has not commenced business within three years after the date shown in its certificate of incorporation,

    • (ii) has not carried on its business for three consecutive years,

    • (iii) 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, or

    • (iv) does not have any directors or is in the situation described in subsection 109(4); or

  • (b) apply to a court for an order dissolving the corporation, in which case section 217 applies.

• Marginal note: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.

• Marginal note: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, after the expiration of the period referred to in subsection (2), issue a certificate of dissolution in the form that the Director fixes.

• Marginal note: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).

• Marginal note:Effect of certificate

  (4) The corporation ceases to exist on the date shown in the certificate of dissolution.

Marginal note: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.

• Marginal note: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.

• Marginal note: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.

• Marginal note: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.

• Marginal note:Effect of certificate

  (5) The corporation ceases to exist on the date shown in the certificate of dissolution.