Official Notice of Cooperative Dissolution: Important Information for Members

Are you a shareholder or director of an Alberta corporation that has ceased its operations and has no outstanding debts? If so, dissolving the corporation is the next logical step. This comprehensive guide will walk you through the process, ensuring a smooth and legal dissolution. What does the term "Notice of dissolution of the cooperative" mean? ACC Group will address your question. 

1. What is the Notice of dissolution of the cooperative?

The Notice of Dissolution of a cooperative is a formal document that serves as an official announcement to inform various stakeholders, including members, creditors, regulatory authorities, and the public, that the cooperative is undergoing the process of dissolution and will soon cease its operations. This notice is a crucial step in the dissolution process, ensuring transparency and compliance with legal requirements.

2. Understanding Alberta Corporation Dissolution

Before you embark on the journey of dissolving your Alberta corporation, it's crucial to understand the process. If your corporation is no longer in business and has no outstanding debts, the dissolution process becomes much simpler.

Step 1: Vote to Dissolve the Corporation

The first step in dissolving an Alberta corporation is to hold a vote among shareholders or directors. If everyone is in agreement and the corporation has ceased operations and doesn't have any debts, the vote can proceed.

Step 2: Sell All Property and Pay All Debts

In case the corporation still has liabilities, you and the other shareholders must appoint a liquidator. The liquidator will handle the corporation's assets and settle its debts to the best of their ability.

Step 3: Filling Out the Required Forms

To officially dissolve the corporation, you'll need to complete specific forms. However, it's important to note that fillable PDF forms may not open properly on some mobile devices and web browsers. To resolve this issue, follow these steps:

• Save the PDF form to your computer.
• Open the PDF form with Adobe Reader, fill it in, and save it.
• If you encounter any issues opening the form, contact PDF form technical support.

Step 4: Other Forms Related to Dissolution

Depending on the circumstances, you may need to complete additional forms related to dissolution, such as:

• Notice of Bankruptcy
• Notice of Change of Record Keeper After Dissolution
• Notice of Court-Ordered Appointment or Discharge of Liquidator

Step 5: Submit Your Forms

After filling out the necessary forms, take them to an authorized Alberta service provider along with valid identification and the required fee payment. If your information meets the requirements, the service provider will enter it into the Corporate Registry computer system.

Out of Province Corporations

If your corporation operates in Alberta but is incorporated in another province or country, there are specific steps to follow.

3. BC, Manitoba, or Saskatchewan Corporations

If your corporation is still active in your home province of British Columbia, Manitoba, or Saskatchewan, you may request the cancellation of your Alberta registration when your business no longer operates in Alberta. Use Alberta's Online Extra-Provincial Registration to make the request, and there is no cost associated with this.

No action is required if your corporation has been canceled, dissolved, or amalgamated in your home province, or if it has continued to a new jurisdiction. Your home province will notify Alberta Corporate Registry, and your out-of-province registration in Alberta will be canceled.

You will have to apply for a new registration in Alberta if your corporation wants to operate within the province but has amalgamated, been restored or revived in your home province or continued into BC, Manitoba, or Saskatchewan. There is no automatic re-registration.

4. Voluntary Dissolution vs. Court-Ordered Dissolution

In Alberta, a cooperative's members and investment shareholders can vote to voluntarily dissolve their cooperative if it has stopped doing business and has disposed of all property and liabilities.

5. Alberta Cooperative Dissolution

If the cooperative still has property or liabilities, the members and investment shareholders must vote to liquidate the cooperative. Once the cooperative's liabilities are discharged, and any remaining property is distributed according to the Articles of the cooperative or any liquidation directives, the cooperative can request dissolution by the Registrar of Cooperatives.

Liquidation can also be revoked or stopped, by vote of the members and any investment shareholders, at any time before the cooperative is dissolved by the Registrar of Cooperatives. Once the Registrar has revoked the liquidation, the cooperative can resume business.

Dissolution or liquidation and dissolution can also occur when an interested person obtains a Court order directing the dissolution or liquidation and dissolution.

There is no charge to register a dissolution, liquidation, or revocation of liquidation.

Step 1: Vote to Voluntarily Dissolve the Cooperative

To dissolve a cooperative, the members and any investment shareholders must pass a special resolution. Importantly, the cooperative must not have any property or liabilities.

Step 2: Fill Out the Form

To dissolve the cooperative, you'll need to complete specific forms, including the Articles of Dissolution.

Step 3: Send the Form

Send the completed form to Corporate Registry. When the dissolution is a result of a Court order, send a certified-true copy of all Court orders instead of the form.

Voluntary or Court-Ordered Liquidation

Vote to voluntarily liquidate the cooperative. The members and any investment shareholders must pass a special resolution to liquidate the cooperative.

Revocation of Liquidation

Before the cooperative is dissolved, the members and any investment shareholders can revoke or cancel the liquidation by passing a special resolution.

6. Cancel Your Registration in BC, Manitoba, or Saskatchewan

If your cooperative is currently registered in BC, Manitoba, or Saskatchewan, you will need to cancel that registration once you have received the certificate of dissolution from Alberta Corporate Registry.

Out of Province Cooperative Cancellation

If your cooperative is from another province or country, you must submit a cancellation request.

Step 1: Write the Cancellation Request

Put your cancellation request in writing.

Step 2: Send the Request

Send your request to Alberta Corporate Registry. Your cooperative's Alberta registration will be canceled 120 days after your request is processed.

In conclusion, dissolving an Alberta corporation or cooperative is a well-structured process, and understanding the legal steps is crucial. By following the proper procedures, you can ensure a smooth and hassle-free dissolution while staying compliant with the law.

FAQs

1. How long does it take to dissolve an Alberta corporation?

The timeline for dissolving an Alberta corporation can vary depending on the specific circumstances. In general, once all the necessary steps are completed, it may take several weeks to several months for the dissolution to be finalized. The exact duration can be influenced by factors such as the complexity of the corporation's financial matters and the processing time of the authorities.

2. Can a corporation be revived after dissolution in Alberta?

Yes, it is possible to revive a dissolved corporation in Alberta. However, the process for revival can be complex and may involve additional legal and administrative steps. It's important to consult with legal professionals and ensure that all requirements for revival are met. The ability to revive a corporation after dissolution is subject to specific legal provisions and time limitations.

3. What is the cost of dissolving an Alberta cooperative?

The cost of dissolving an Alberta cooperative can vary depending on several factors, including the size and complexity of the cooperative and whether legal assistance is required. Some fees associated with the dissolution process may include government filing fees, legal fees, and other administrative costs. It's advisable to consult with legal and financial professionals to get a clear estimate of the total cost involved in dissolving a cooperative.

4. Are there any legal implications to consider when dissolving an Alberta corporation or cooperative?

Yes, there are legal implications to consider when dissolving either an Alberta corporation or cooperative. It's crucial to ensure that all legal requirements are met during the dissolution process. Failure to comply with legal obligations can result in complications, penalties, or disputes. Legal considerations may include settling debts, properly filing dissolution documents, and adhering to specific regulations and procedures.