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S-31.1 - Business Corporations Act

Section 312
Disposition versions

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312. A corporation may be dissolved by the filing of a declaration of dissolution by the shareholder who holds all the shares issued by the corporation.
A shareholder who, without holding all the shares of the corporation, holds at least 90% of them may, in anticipation of filing a declaration of the dissolution, acquire the shares held by the other shareholders of the corporation in accordance with Chapter XV.
However, unless the corporation is a reporting issuer, the notice of intention under section 401 must state the offeror’s intention to dissolve the corporation and the price offered for the shares held by the other shareholders instead of stating the shareholders’ acceptance of the bid; the shareholder is not required to send the notice to the Autorité des marchés financiers.
2009, c. 52, s. 312.
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