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ARTICLE · 12 DECEMBER 2022

Resolve Or Dissolve? The Drastic Remedy Of Liquidation And Dissolution

McLennan Ross LLP
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In extreme circumstances, the Alberta Court of King's Bench (the "Court") has the power to order the liquidation

CanadaCorporate/Commercial Law
Pat Haughian
Pat Haughian
Lydia Roseman
Lydia Roseman
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In extreme circumstances, the Alberta Court of King's Bench (the "Court") has the power to order the liquidation and dissolution of a corporation under section 215 of Alberta's Business Corporations Act1 (the "Act"). This same power also applies to Alberta societies pursuant to section 35 of theSocieties Act.2 The Court recently commented on these sections and the test to be applied.

Below, we elaborate on what exactly liquidation and dissolution would mean for your company and the test to be applied by the Court. We also comment on the usefulness of a Unanimous Shareholder Agreement ("USA") in dealing with shareholder disputes and helping to avoid a dissolution order.

What is Liquidation and Dissolution?

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The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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