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C-38 - Companies Act

Section 131
Disposition versions

Full text
131. (1)  A company may be dissolved if it prove, to the satisfaction of the enterprise registrar
(a)  that it has no debts or obligations, or
(b)  that it has parted with its property, divided its assets rateably among its shareholders or members, and has no debts or liabilities; or
(c)  that the debts and obligations of the company have been duly provided for or protected, or that the creditors of the company or their successors consent; and
(d)  that the company has given notice to the enterprise registrar of its intention to apply for dissolution, by filing a declaration to that effect in accordance with the Act respecting the legal publicity of enterprises (chapter P-44.1) and by making an announcement to that effect, once in a newspaper published in the French language and once in a newspaper published in the English language at or as near as may be to the place where the company has its head office.
(2)  If the company has complied with subsection 1, the enterprise registrar may agree to dissolve it and fix the date on which the dissolution will take place. The enterprise registrar shall dissolve the company by drawing up an act of dissolution which he shall deposit in the register.
R. S. 1964, c. 271, s. 127; 1966-67, c. 72, s. 23; 1972, c. 61, s. 17; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 132, s. 138; 1993, c. 48, s. 305; 1999, c. 40, s. 70; 2002, c. 45, s. 278; 2010, c. 7, s. 282.
131. (1)  A company may be dissolved if it prove, to the satisfaction of the enterprise registrar
(a)  that it has no debts or obligations, or
(b)  that it has parted with its property, divided its assets rateably among its shareholders or members, and has no debts or liabilities; or
(c)  that the debts and obligations of the company have been duly provided for or protected, or that the creditors of the company or their successors consent; and
(d)  that the company has given notice to the enterprise registrar of its intention to apply for dissolution, by filing a declaration to that effect in accordance with the Act respecting the legal publicity of sole proprietorships, partnerships and legal persons (chapter P-45) and by making an announcement to that effect, once in a newspaper published in the French language and once in a newspaper published in the English language at or as near as may be to the place where the company has its head office.
(2)  If the company has complied with subsection 1, the enterprise registrar may agree to dissolve it and fix the date on which the dissolution will take place. The enterprise registrar shall dissolve the company by drawing up an act of dissolution which he shall deposit in the register.
R. S. 1964, c. 271, s. 127; 1966-67, c. 72, s. 23; 1972, c. 61, s. 17; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 132, s. 138; 1993, c. 48, s. 305; 1999, c. 40, s. 70; 2002, c. 45, s. 278.
131. (1)  A company may be dissolved if it prove, to the satisfaction of the Inspector General
(a)  That it has no debts or obligations, or
(b)  That it has parted with its property, divided its assets rateably among its shareholders or members, and has no debts or liabilities; or
(c)  That the debts and obligations of the company have been duly provided for or protected, or that the creditors of the company or their successors consent; and
(d)  That the company has given notice to the Inspector General of its intention to apply for dissolution, by filing a declaration to that effect in accordance with the Act respecting the legal publicity of sole proprietorships, partnerships and legal persons (chapter P-45) and by making an announcement to that effect, once in a newspaper published in the French language and once in a newspaper published in the English language at or as near as may be to the place where the company has its head office.
(2)  If the company has complied with subsection 1, the Inspector General may agree to dissolve it and fix the date on which the dissolution will take place. The Inspector General shall dissolve the company by drawing up an act of dissolution which he shall deposit in the register.
R. S. 1964, c. 271, s. 127; 1966-67, c. 72, s. 23; 1972, c. 61, s. 17; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 132, s. 138; 1993, c. 48, s. 305; 1999, c. 40, s. 70.
131. (1)  A company may be dissolved if it prove, to the satisfaction of the Inspector General
(a)  That it has no debts or obligations, or
(b)  That it has parted with its property, divided its assets rateably among its shareholders or members, and has no debts or liabilities; or
(c)  That the debts and obligations of the company have been duly provided for or protected, or that the creditors of the company or their assignees consent; and
(d)  That the company has given notice to the Inspector General of its intention to apply for dissolution, by filing a declaration to that effect in accordance with the Act respecting the legal publicity of sole proprietorships, partnerships and legal persons (chapter P-45) and by making an announcement to that effect, once in a newspaper published in the French language and once in a newspaper published in the English language at or as near as may be to the place where the company has its head office.
(2)  If the company has complied with subsection 1, the Inspector General may agree to dissolve it and fix the date on which the dissolution will take place. The Inspector General shall dissolve the company by drawing up an act of dissolution which he shall deposit in the register.
R. S. 1964, c. 271, s. 127; 1966-67, c. 72, s. 23; 1972, c. 61, s. 17; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 132, s. 138; 1993, c. 48, s. 305.
131. (1)  The charter of a company may be surrendered if the company prove, to the satisfaction of the Inspector General —
(a)  That it has no debts or obligations, or
(b)  That it has parted with its property, divided its assets rateably among its shareholders or members, and has no debts or liabilities; or
(c)  That the debts and obligations of the company have been duly provided for or protected, or that the creditors of the company or their assignees consent; and
(d)  That the company has given notice of the application for leave to surrender by publishing the same once in the Gazette officielle du Québec and once in a newspaper published in the French language and once in a newspaper published in the English language at or as near as may be to the place where the company has its head office.
(2)  The Inspector General, upon a due compliance with the provisions of this Part, may accept a surrender of the charter, direct its cancellation, and fix a date upon and from which the company shall be dissolved. Notice of such dissolution shall be given by the Inspector General by one insertion in the Gazette officielle du Québec, as in the form prescribed by him, and the company shall thereupon become dissolved from and after the date fixed.
R. S. 1964, c. 271, s. 127; 1966-67, c. 72, s. 23; 1972, c. 61, s. 17; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 132, s. 138.
131. (1)  The charter of a company may be surrendered if the company prove, to the satisfaction of the Minister:—
(a)  That it has no debts or obligations, or
(b)  That it has parted with its property, divided its assets rateably among its shareholders or members, and has no debts or liabilities; or
(c)  That the debts and obligations of the company have been duly provided for or protected, or that the creditors of the company or their assignees consent; and
(d)  That the company has given notice of the application for leave to surrender by publishing the same once in the Gazette officielle du Québec and once in a newspaper published in the French language and once in a newspaper published in the English language at or as near as may be to the place where the company has its head office.
(2)  The Minister, upon a due compliance with the provisions of this Part, may accept a surrender of the charter, direct its cancellation, and fix a date upon and from which the company shall be dissolved. Notice of such dissolution shall be given by the Minister or the deputy minister of Financial Institutions and Cooperatives by one insertion in the Gazette officielle du Québec, as in the form prescribed by the Minister, and the company shall thereupon become dissolved from and after the date fixed.
R. S. 1964, c. 271, s. 127; 1966-67, c. 72, s. 23; 1972, c. 61, s. 17; 1975, c. 76, s. 11; 1981, c. 9, s. 24.
131. (1)  The charter of a company may be surrendered if the company prove, to the satisfaction of the Minister:—
(a)  That it has no debts or obligations, or
(b)  That it has parted with its property, divided its assets rateably among its shareholders or members, and has no debts or liabilities; or
(c)  That the debts and obligations of the company have been duly provided for or protected, or that the creditors of the company or their assignees consent; and
(d)  That the company has given notice of the application for leave to surrender by publishing the same once in the Gazette officielle du Québec and once in a newspaper published in the French language and once in a newspaper published in the English language at or as near as may be to the place where the company has its head office.
(2)  The Minister, upon a due compliance with the provisions of this Part, may accept a surrender of the charter, direct its cancellation, and fix a date upon and from which the company shall be dissolved. Notice of such dissolution shall be given by the Minister or the deputy minister of Consumer Affairs, Cooperatives and Financial Institutions by one insertion in the Gazette officielle du Québec , as in the form prescribed by the Minister, and the company shall thereupon become dissolved from and after the date fixed.
R. S. 1964, c. 271, s. 127; 1966-67, c. 72, s. 23; 1972, c. 61, s. 17; 1975, c. 76, s. 11.
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