Canada Cooperatives Act
Marginal note:Sending of articles
299 (1) After an amalgamation has been approved under section 297 or 298, articles of amalgamation in the form that the Director fixes must be sent to the Director, together with a notice of registered office and a notice of the directors of the amalgamated cooperative.
Marginal note:Attached declarations
(2) A declaration of the directors of each amalgamating cooperative must be attached to the articles of amalgamation and must establish
(a) that the amalgamated cooperative will be organized and operated and will carry on business on a cooperative basis;
(b) if the cooperative is one to which Part 20 applies, that the amalgamated cooperative will comply with Part 20;
(c) if the cooperative is one to which Part 21 applies, that the cooperative will comply with Part 21;
(d) that there are reasonable grounds to believe that
(i) each amalgamating cooperative is, and the amalgamated cooperative will be, able to pay its liabilities as they become due, and
(ii) the realizable value of the amalgamated cooperative’s assets will not be less than the total of its liabilities and stated capital of all classes; and
(e) that there are reasonable grounds to believe that
(i) no creditor will be prejudiced by the amalgamation, or
(ii) adequate notice has been given to all known creditors of the amalgamating cooperatives and no creditor objects to the amalgamation otherwise than on grounds that are frivolous or vexatious.
Marginal note:Adequate notice
(3) For the purpose of subparagraph (2)(e)(ii), adequate notice is given if
(a) a notice in writing is sent to each known creditor who has a claim against any of the amalgamating cooperatives that exceeds one thousand dollars;
(b) a notice in writing is published once in a newspaper published or distributed in the place where each amalgamating cooperative has its registered office and reasonable notice is given in each province where the cooperative carries on business; and
(c) each notice states that the cooperative intends to amalgamate with one or more specified cooperatives in accordance with this Act and that a creditor of the cooperative may object to the amalgamation not later than thirty days after the date of the notice.
Marginal note:Certificate of amalgamation
(4) On receipt of articles of amalgamation and the declarations required by subsection (2), the Director must issue a certificate of amalgamation if the Director is satisfied that
(a) the articles are in accordance with section 11 and, if applicable, section 353 and subsection 359(2);
(b) the cooperative will be organized and operated and will carry on business on a cooperative basis;
(c) the things described in paragraphs (2)(d) and (e) are true; and
(d) if applicable, Part 20 or 21 has been complied with.
Marginal note:Reliance on certificate
(5) For the purposes of paragraphs (4)(b) to (d), the Director may rely on the articles and the declarations required by subsection (2).
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