Canada Business Corporations Act

Marginal note: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.

• Marginal note: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.

• Marginal note: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.

• Marginal note: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.