Canada Cooperatives Act (S.C. 1998, c. 1)

Marginal note:Reorganization

• 303 (1) This section applies to a reorganization made pursuant to a court order under section 340, a court order approving a proposal under the Bankruptcy and Insolvency Act or a court order that affects the rights among the cooperative, its members, shareholders and creditors made under any other Act of Parliament.

• Marginal note:Limitation

  (2) No court order for reorganization may result in a cooperative

  • (a) no longer being organized or operating or carrying on business on a cooperative basis;

  • (b) if the cooperative is one to which Part 20 applies, not complying with Part 20; or

  • (c) if the cooperative is one to which Part 21 applies, not complying with Part 21.

• Marginal note:Powers of court

  (3) If a cooperative is subject to an order referred to in subsection (1), its articles may be amended by the order to effect any changes that might lawfully be made by an amendment under this Act.

• Marginal note:Further powers

  (4) If a court makes an order referred to in subsection (1), the court may also

  • (a) authorize the issue of debt obligations that if held by members may be converted to membership shares or investment shares and otherwise may be converted to investment shares and fix the terms of them; and

  • (b) appoint directors in place of or in addition to all or any of the directors then in office.

• Marginal note:Articles of reorganization

  (5) After an order referred to in subsection (1) has been made, articles of reorganization in the form that the Director fixes, together with, if applicable, notice of registered office and notice of change of directors, must be sent to the Director.

• Marginal note:Certificate of amendment

  (6) On receipt of articles of reorganization, the Director must issue a certificate of amendment.

• Marginal note:Effect of certificate

  (7) A reorganization becomes effective on the date shown on the certificate of amendment and the articles of incorporation are amended accordingly.

• Marginal note:No dissent

  (8) No member or shareholder is entitled to dissent under section 302 if an amendment to the articles of incorporation is effected under this section.

Marginal note:Definition of arrangement

• 304 (1) In this section, arrangement includes

  • (a) a continuance for the purpose of amalgamation;

  • (b) an amendment to the articles of a cooperative;

  • (c) an amalgamation of two or more cooperatives;

  • (d) an amalgamation of a body corporate with a cooperative that results in an amalgamated cooperative;

  • (e) an amalgamation of two bodies corporate to become a cooperative;

  • (f) a division of the business carried on by a cooperative;

  • (g) a transfer of all or substantially all of the property of a cooperative to another body corporate in exchange for property, money or securities of the body corporate;

  • (h) an exchange of securities of a cooperative for property, money or other securities of the cooperative or property, money or securities of another body corporate, subject to the issue or transfer of membership shares to members;

  • (i) a liquidation and dissolution of a cooperative; and

  • (j) any combination of the events set out in paragraphs (a) to (i).

• Marginal note:When cooperative insolvent

  (2) For the purposes of this section, a cooperative is insolvent

  • (a) when it is unable to pay its liabilities as they become due; or

  • (b) if the realizable value of its assets is less than the total of its liabilities and the stated capital of all membership shares and investment shares.

• Marginal note:Application to court for approval of arrangement

  (3) If it is not feasible for a cooperative that is not insolvent to effect a fundamental change in the nature of an arrangement under any other provision of this Act, the cooperative may apply to a court for an order approving an arrangement proposed by the cooperative.

• Marginal note:Powers of court

  (4) In connection with an application under this section, the court may make any order it thinks fit, including an order

  • (a) respecting the giving of notice of the application, subject to subsection (6);

  • (b) respecting the representation of the interests of members or shareholders;

  • (c) requiring meetings of the cooperative to be held;

  • (d) permitting a member or shareholder to dissent under section 302; and

  • (e) approving an arrangement in any manner the court may direct.

• Marginal note:Limitation

  (5) The court may not make an order that would result in the cooperative

  • (a) no longer being organized or operating or carrying on business on a cooperative basis;

  • (b) if the cooperative is one to which Part 20 applies, not complying with Part 20; and

  • (c) if the cooperative is one to which Part 21 applies, not complying with Part 21.

• Marginal note:Notice to Director

  (6) Notice of an application under subsection (4) must be given to the Director and the Director is entitled to appear and be heard in person or by counsel.

• Marginal note:Articles of arrangement

  (7) If an order is made under paragraph (4)(e), articles of arrangement in the form that the Director fixes, together with, if applicable, notice of registered office and notice of change of directors, must be sent to the Director.

Marginal note:Certificate of arrangement

• 305 (1) On receipt of articles of arrangement, the Director must issue a certificate of arrangement.

• Marginal note:Effect of certificate

  (2) An arrangement becomes effective on the date shown in the certificate of arrangement.

PART 17Liquidation and Dissolution

Marginal note:Definition of court

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

Marginal note:Application of Part

• 307 (1) This Part, other than sections 308 and 311, does not apply to a cooperative 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 of proceedings

  (2) Any proceedings taken under this Part to dissolve or to liquidate and dissolve a cooperative are stayed if the cooperative 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

• 308 (1) When a cooperative is dissolved under this Part, any interested person, or any person who would be an interested person if a certificate of revival were issued under this section, may apply to the Director to have the dissolved cooperative revived as a cooperative under this Act.

• Marginal note:Articles of revival

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

• Marginal note:Certificate of revival

  (3) On receipt of articles of revival, the Director must issue a certificate of revival, unless the Director is of the opinion that issuing the certificate

  • (a) would result in the dissolved 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.

• Marginal note:Reliance on articles

  (4) For the purpose of subsection (3), the Director may rely on the articles of revival.

• Marginal note:Date of revival

  (5) A dissolved cooperative is revived as a cooperative under this Act on the date shown on the certificate of revival.

• Marginal note:Rights preserved

  (6) In the same manner and to the same extent as if it had not been dissolved, but 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 cooperative after its dissolution, the revived cooperative is

  • (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

  (7) Any legal action respecting the affairs of a revived cooperative taken between the time of its dissolution and its revival is valid and effective.

• Marginal note:Definition of interested person

  (8) In this section, interested person includes

  • (a) a member, a shareholder, a director, an officer, an employee and a creditor of the dissolved cooperative;

  • (b) a person who has a contract — other than, in Quebec, a contract by gratuitous title — with the dissolved cooperative; and

  • (c) a trustee in bankruptcy or liquidator for the dissolved cooperative.

Marginal note:Dissolution if no property and no liability

• 309 (1) A cooperative that has no property and no liabilities may be dissolved by a special resolution of the members and, if the cooperative has issued investment shares, by a separate special resolution of the shareholders of each class, whether or not they are otherwise entitled to vote.

• Marginal note:Dissolution if property disposed of

  (2) A cooperative that has property or liabilities, or both, may be dissolved by a special resolution of the members and, if the cooperative has issued investment shares, by a separate special resolution of the shareholders of each class, whether or not they are otherwise entitled to vote, if

  • (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).

• Marginal note:Articles of dissolution

  (3) Articles of dissolution in the form that the Director fixes must be sent to the Director.

• Marginal note:Certificate of dissolution

  (4) On receipt of articles of dissolution, the Director must issue a certificate of dissolution.

• Marginal note:Effect of certificate

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

Marginal note:Proposing liquidation and dissolution

• 310 (1) The directors may propose, or a member may, in accordance with section 58, make a proposal for, the voluntary liquidation and dissolution of a cooperative.

• Marginal note:Notice of meeting

  (2) Notice of any meeting of the cooperative at which voluntary liquidation and dissolution is to be proposed must set out the terms of the proposal.

• Marginal note:Approval

  (3) A cooperative may liquidate and dissolve by a special resolution of the members and, if the cooperative has issued investment shares, by a separate special resolution of the shareholders 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 must be sent to the Director.

• Marginal note:Certificate of intent to dissolve

  (5) On receipt of a statement of intent to dissolve, the Director must issue a certificate of intent to dissolve.

• Marginal note:Effect of certificate

  (6) On the issue of a certificate of intent to dissolve, the cooperative must 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 the issue of a certificate of intent to dissolve, the cooperative must, without delay,

  • (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.

• Marginal note:Supervision by court

  (8) Any interested person may, at any time during the liquidation of a cooperative, 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 the 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 must give the Director notice of the application.

• 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 the Director a statement of revocation of intent to dissolve in the form that the Director fixes, if the 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 must issue a certificate of revocation of intent to dissolve.

• 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 cooperative may continue to carry on its business or businesses.

• Marginal note:Articles of dissolution

  (13) If a certificate of intent to dissolve has not been revoked and the cooperative has complied with subsection (7), articles of dissolution in the form that the Director fixes must be sent to the Director.

• Marginal note:Certificate of dissolution

  (14) On receipt of articles of dissolution, the Director must issue a certificate of dissolution.

• Marginal note:Effect of certificate

  (15) The cooperative ceases to exist on the date shown in the certificate of dissolution.