CPA · Business Corporations Act
Part 17 — Liquidation and Dissolution
211 Dissolution by directors or shareholders in special cases
no property and no liabilities may be dissolved at any time by
resolution of all the directors.
(2) A corporation that has no property and no liabilities may be
dissolved by special resolution of the shareholders or, if it has
issued more than one class of shares, by special resolutions of the
holders of each class whether or not they are otherwise entitled to
vote.
(2.1) A corporation whose liabilities have been fully assumed by
its parent corporation may be dissolved by special resolution of the
shareholders or, if it has issued more than one class of shares, by
special resolutions of each class whether or not they are otherwise
entitled to vote, if
(a) the parent corporation is a Canadian corporation,
(b) the parent corporation owns not less than 90% of the share s
of the corporation, and
(c) an officer of the parent corporation provides a statutory
declaration that the liabilities of the corporation have been
fully assumed by the parent corporation.
(3) A corporation that has property or liabilities, or both, may be
dissolved by special resolution of the shareholders or, if it has
issued more than one class of shares, by special resolutions of the
holders of each class whether or not they are otherwise entitled to
vote, if
(a) by the special resolution or resolutions the shareholders
authorize the directors to cause the corporation to distribute
all property and discharge all liabilities, and
(b) the corporation has distributed all property and discharge d
all liabilities before it sends articles of dissolution to the
Registrar pursuant to subsection (4).
(4) Articles of dissolution in the form required by the Registrar
shall be sent to the Registrar.
(5) On receipt of articles of dissolution, the Registrar shall issue a
certificate of dissolution in accordance with section 267.
RSA 2000
(6) The corporation ceases to exist on the date shown in the
certificate of dissolution.
RSA 2000 cB-9 s211;2005 c8 s50;2021 c18 s73