Canada Business Corporations Act

Marginal note: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.

• Marginal note: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.

• Marginal note: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.

• Marginal note: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.

• Marginal note: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.

• Marginal note:Delivery of order

  (6) The liquidator shall forthwith send a certified copy of the order referred to in subsection (5) to the Director.

• Marginal note: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.

• Marginal note:Effect of certificate

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