PLEA gratefully acknowledges our primary core funder the Law Foundation of Saskatchewan for their continuing and generous support of our organization.
A non-profit corporation in Saskatchewan can be dissolved in a number of ways. This means that the organization is no longer a corporation.
A corporation ceases to exist when it dissolves. There are several ways a non-profit can be dissolved. How the corporation dissolves depends on the circumstances of the case.
The reason for dissolving a non-profit corporation may be one of the following:
In some cases, a non-profit can be dissolved by a resolution with all the directors in agreement. This can only be done if the corporation has:
Once a resolution has passed, an application to dissolve can be made online. This can also be done by completing Dissolution form and submitting it to the Corporate Registry. The Corporate Registry will then issue a Certificate of Dissolution.
A corporation with no property or debts can be dissolved by a special resolution of the members. This can also be done for a corporation with property or debt. However, in this case, the resolution must have the directors deal with the property or debts. The property or debts must be dealt with before the corporation is dissolved.
A resolution to dissolve can be presented at a special meeting of the members. The notice for the meeting must set out the proposed terms for dissolving the corporation. All members, even those not normally entitled to vote, can vote on the special resolution. If there are classes of members, a special resolution for each class is required. It must be passed by at least two thirds of the members who vote on the resolution.
A director or a member can also make a proposal for voluntary liquidation and dissolution. A resolution to liquidate and dissolve can be presented at a special meeting of the members. The notice for the meeting must set out the proposed terms for liquidating and dissolving the corporation. All members, even those not normally entitled to vote, can vote on the special resolution. If there are classes of members, a special resolution for each class is required.
The corporation must notify the Corporate Registry that they intend to dissolve. This can be done online or by completing the Statement of Intent to Dissolve form and submitting it to the Corporate Registry. The Corporate Registry will then issue a Certificate of Intent to Dissolve.
The corporation must then send notices to all creditors. They must also publish the notice on social media for at least 1 week or once in a newspaper in the place where the registered office is located.
The debts must then be paid and the property properly disposed of. Once this is done, an application to dissolve can be made online or using the Dissolution form. The Corporate Registry will then issue a Certificate of Dissolution.
Once the corporation has paid any debts, any remaining property must be distributed. How the surplus is dealt with depends on whether the non-profit is a membership or charitable corporation.
In a membership corporation, the surplus is distributed as stated in the articles. The surplus may be donated to a similar organization or charity. It may also be divided equally among the members. If the surplus is divided among members, they may have to pay taxes on it. If the articles do not specify otherwise, the surplus will be distributed to the members.
In a charitable corporation, the remaining property cannot go to the members. The articles may set out that remaining property goes to:
If nothing is specified in the articles, a court order will be needed to distribute the remaining property. The court can only order that it go to:
If property was received on the condition that it be returned if the corporation dissolves, it must be returned.
The Corporate Registry or any interested person may apply to the court for dissolution. Grounds for dissolution include when the corporation:
If the court orders dissolution, the Corporate Registry issues a Certificate of Dissolution. If the order includes liquidation, the Corporate Registry first issues a Certificate of Intent. They may also publish a notice to the creditors.
The court may also appoint a liquidator who has the powers to carry out the liquidation and dissolution. This is done according to the Act and under the supervision of the court. The liquidator may be a director or an officer of the corporation.
A court can also dissolve a non-profit through an application for an oppression remedy.
PLEA offers free online training on preventing and addressing workplace harassment.