CPA · Business Corporations Act
Part 17 — Liquidation and Dissolution
212 Voluntary liquidation and dissolution
to vote at an annual meeting of shareholders may, in accordance
with section 136, make a proposal for the voluntary liquidation and
dissolution of a corporation.
(2) Notice of any meeting of shareholders at which voluntary
liquidation and dissolution is to be proposed shall set out the terms
of the liquidation and dissolution.
(3) A corporation may liquidate and dissolve by special resolution
of the shareholders or, if the corporation has issued more than one
class of shares, by special resolution of the holders of each class
whether or not they are otherwise entitled to vote.
(4) A statement of intent to dissolve in the form required by the
Registrar must be sent to the Registrar.
(5) On receipt of a statement of intent to dissolve, the Registrar
shall
(a) issue a certificate of inten t to dissolve in accordance with
section 267, and
(b) publish a notice of intent to dissolve in the Registrar's
periodical or The Alberta Gazette.
(6) On issue of a certificate of intent to dissolve, the corporation
shall cease to carry on business except to the extent necessary for
the liquidation, but its corporate existence continues until the
Registrar issues a certificate of dissolution.
(7) After issue of a certificate of intent to dissolve, the corporation
shall
(a) immediately cause notice of the issue of the certificate to be
sent or delivered to each known creditor of the corporation,
(b) forthwith publish notice of the issue of the certificate once
in a newspaper published or distributed in the place where
the corporation has its registered office and take reasonable
steps to give notice of the issue of the certificate in every
jurisdiction where the corporation was carrying on business
at the time it sent the statement of intent to dissolve to the
Registrar,
RSA 2000
(c) proceed to collect its property, to dispose of properties that
are not to be distributed in kind to its shareholders, to
discharge all its obligations and to do all other acts required
to liquidate its business, and
(d) after giving the notice required under clauses (a) and (b) and
adequately providing for the payment or discharge of all its
obligations, distribute its remaining property, either in
money or in kind, among its shareholders according to their
respective rights.
(8) The Registrar or any interested person may, at any time during
the liquidation of a corporation, apply to the 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.
(9) An applicant under this section shall give the Registrar notice
of the application, and the Registrar is entitled to appear and be
heard in person or by counsel.
(10) At any time after the issue of a certificate of intent to dissolve
and before the issue of a certificate of dissolution, a certificate of
intent to dissolve may be revoked by sending to the Registrar a
statement of revocation of intent to dissolve in the form required by
the Registrar and approved in the same manner as the resolution
under subsection (3).
(11) On receipt of a statement of revocation of intent to dissolve,
the Registrar shall issue a certificate of revocation of intent to
dissolve in accordance with section 267.
(12) On the date shown in the certificate of revocation of intent to
dissolve, the revocation is effective and the corporation may
continue to carry on its business or businesses.
(13) If a certificate of intent to dissolve has not been revoked and
the corporation has complied with subsection (7), the corporation
shall prepare articles of dissolution in the form required by the
Registrar and send them to the Registrar.
(14) If a certificate of intent to dissolve has not been revoked and
the corporation has complied with subsection (7)(a) and (b) but is
unable to comply with subsection (7)(c) and (d) because it has no
assets with which to provide for the payment or discharge of its
remaining obligations, the corporation may prepare articles of
dissolution in the form required by the Registrar and send them to
the Registrar, together with a statutory declaration of a director of
the corporation that establishes to the satisfaction of the Registrar
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(a) that the corporation has no assets, and
(b) that, during the 13 month s preceding the date of the
statutory declaration, the corporation has not
(i) distributed any of its pr operty to its shareholders by
dividend or otherwise, or
(ii) conferred a benefit on any of the directors by way of
remuneration or bonuses or other special payments that
is in excess of an amount that fairly represents
reasonable remuneration for services performed for the
corporation by the director.
(15) On receipt of articles of dissolution under subsection (13) or
articles of dissolution and the statutory declaration under
subsection (14), the Registrar shall issue a certificate of dissolution
in accordance with section 267.
(16) The corporation ceases to exist on the date shown in the
certificate of dissolution.
RSA 2000 cB-9 s212;2021 c18 s53