Canada Cooperatives Act
287 (1) Subject to subsection (6) and Parts 20 and 21, a cooperative, on a special resolution of the members and, if the cooperative has issued investment shares, on a separate special resolution of the shareholders of each class, may, if it establishes to the satisfaction of the Director by a declaration of the directors that its proposed continuance in another jurisdiction would not have an effect set out in any of paragraphs (a) to (d), apply to the appropriate official or public body of another jurisdiction requesting that the cooperative be continued as if it had been incorporated under the laws of that other jurisdiction, namely, that the continuance would not
(a) adversely affect the members, creditors or shareholders;
(b) result in the cooperative carrying on its business and affairs in a manner not consistent with carrying on business on a cooperative basis;
(c) result in a cooperative to which Part 20 applies carrying on its business or affairs in a manner not consistent with Part 20; or
(d) result in a cooperative to which Part 21 applies carrying on its business or affairs in a manner not consistent with Part 21.
Marginal note:Notice of meeting
(2) A notice of a meeting of the cooperative to authorize a continuance under this section must be sent to each member and shareholder and state that a dissenting member or shareholder is entitled to the benefit of section 302, but failure to make that statement does not invalidate a discontinuance under this Act.
Marginal note:Abandonment of application
(3) The directors may, if authorized by the special resolution at the time of approving an application for continuance under this section, abandon the application without further approval of the members or shareholders.
Marginal note:Certificate of discontinuance
(4) On receipt of a notice satisfactory to the Director that the cooperative has been continued under the laws of another jurisdiction, the Director must file the notice and issue a certificate of discontinuance in the form that the Director fixes.
Marginal note:Date of discontinuance
(5) This Act ceases to apply to the cooperative on the date shown in the certificate of discontinuance.
Marginal note:Requirements for continuance
(6) A cooperative may not be continued as a body corporate under the laws of another jurisdiction unless those laws provide that
(a) its property continues to be the property of the body corporate;
(b) the body corporate continues to be liable for the obligations of the cooperative;
(c) an existing cause of action, claim or liability to prosecution is unaffected;
(d) a civil, criminal, administrative, investigative or other action or proceeding pending by or against the cooperative may be continued to be prosecuted by or against the body corporate; and
(e) a conviction against, or ruling, order or judgment in favour of or against, the cooperative may be enforced by or against the body corporate.
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