Part 10 — Dissolution Division 1 Cancellation of Incorporation
266 Consideration for sale of company's business, etc.
company") is proposed to be, or is in course of being, wound up
voluntarily, and the whole or part of its business or property is
proposed to be transferred or sold to another corporation,
wheresoever incorporated (in this section called "the transferee
company"), the liquidator of the transferor company may, with the
sanction of a special resolution of that company, conferring either a
general authority on the liquidator or an authority in respect of any
RSA 2000
particular arrangement, receive, in compensation or part
compensation for the transfer or sale, shares, debentures, or other
like interests in the transferee company, for distribution among the
members of the transferor company, or may enter into any other
arrangement whereby the members of the transferor company may,
instead of receiving cash, shares, debentures, or other like interests,
or in addition thereto, participate in the profits of or receive any
other benefit from the transferee company.
(2) Any transfer, sale, or arrangement pursuant to this section is
binding on the members of the transferor company.
(3) Notwithstanding subsections (1) and (2), any member of the
transferor company who did not vote in favour of the special
resolution and who dissents to the resolution in writing addressed
to the liquidator, and left at the registered office of the company
within 7 days after the passage of the resolution, may require the
liquidator either to abstain from carrying the resolution into effect,
or to purchase the dissident member's interest at a price to be
determined by agreement or by arbitration in the manner provided
by this section.
(4) Repealed 2020 c25 s2(115).
(5) A special resolution is not invalid for the purposes of this
section by reason that it is passed before or concurrently with a
resolution for winding up the company or for appointing
liquidators, but if an order for winding up the company by the
Court is made within one year from the date of the resolution for
winding up, the special resolution is not valid unless sanctioned by
the Court.
(6) For the purpose of an arbitration under this section, the
provisions of the Arbitration Act shall be taken to be incorporated
with this Act, and any appointment under that Act may be made
under the hand of the liquidator, or, if there is more than one
liquidator, then of any 2 or more of the liquidators.
RSA 2000 cC-21 s266;2020 c25 s2(115)