Part 12 — Fundamental Changes
274 Sending of articles
272 or 273, articles of amalgamation in the form that the Registrar
sets must be sent to the Registrar, together with a notice of
registered office and a notice of the directors of the amalgamated
cooperative.
(2) A declaration of each amalgamating cooperative must be
attached to the articles of amalgamation and must establish
(a), (b) repealed 2022 c16 s3(52),
(c) that there are reasonab le grounds to believe that
(i) each amalgamating coopera tive 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,
a n d
(d) that there are reasonable grounds to believe that
(i) no creditor will be prejudiced by the amalgamation, or
(ii) adequate notice has been g iven to all known creditors of
the amalgamating cooperatives and no creditor has
objected to the amalgamation otherwise than on grounds
that are frivolous or vexatious.
(3) For the purpose of subsection (2)(d)(ii), adequate notice is
given if
(a) a notice in writing is sen t to each known creditor who has a
claim against any of the amalgamating cooperatives that
exceeds $1000,
(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 any of the
cooperatives 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
30 days after the date of the notice.
(4) On receipt of articles of amalgamation that comply with this
Act and the regulations, the declarations required by subsection (2)
and the prescribed fees, the Registrar must issue a certificate of
amalgamation.
(5) Repealed 2022 c16 s3(52).
2001 cC-28.1 s274;2022 c16 s3(52)