Part 12 — Fundamental Changes
261 Continuance - other jurisdictions
the members and, if the cooperative has issued investment shares, a
separate special resolution of the investment shareholders of each
class, may 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.
(2) A notice of a meeting of the cooperative to authorize an
application for continuance under this section must be sent to each
member and investment shareholder and must state that a
dissenting investment shareholder is entitled to the benefit of
section 277, but failure to make that statement does not invalidate a
discontinuance under this Act.
(3) The directors may, if authorized by the special resolution at the
time of authorizing an application for continuance under this
section, abandon the application without further approval of the
members or investment shareholders.
(4) On receipt of a notice satisfactory to the Registrar that the
cooperative has been continued under the laws of another
jurisdiction and a copy of the articles of incorporation, the
Registrar must issue a certificate of discontinuance.
(5) On the date shown in the certificate of discontinuance, the
cooperative becomes an extra-provincial cooperative as if it had
been incorporated under the laws of the other jurisdiction.
(6) A cooperative may not be continued as a corporation under the
laws of another jurisdiction unless those laws provide that
(a) its property continues to b e the property of the corporation,
(b) the corporation continues to be liable for the obligations of
the cooperative,
(c) an existing cause of action, claim or liability to prosecu tion
is unaffected,
(d) a civil, criminal, administrative, investigative or other action
or proceeding pending by or against the cooperative may
continue to be prosecuted by or against the corporation, and
(e) a conviction against, or a ruling, order or judgment in fa vour
of or against, the cooperative may be enforced by or against
the corporation.
2001 cC-28.1 ss261,262;2022 c16 s3(45)
262 Repealed 2022 c16 s3(46).