Wind up and dissolve a co-operative
Co-operatives need to notify Registry of Joint Stock Companies when they wind up and dissolve.
Use the Dissolution Approval Form and Dissolution - Co-operative Form to notify Registry of Joint Stock Companies that your co-operative has wound up and dissolved.
To wind up and dissolve a co-operative, your filing needs to include:
- Special Resolution
- Financial Statement
- newspaper notices (ad to creditors)
- Statutory Declaration
Passing a special resolution
Winding up and dissolving a co-operative can only happen by special resolution. To pass a special resolution, you need to comply with the Co-operative Associations Act and your by-laws, including:
- notifying members of the time and location of the meeting and the intention to vote on a proposed change
- having a quorum (minimum number of members necessary) at the time of the vote
- having at least two-thirds of members who are present at the meeting vote in favour to wind up and dissolve
- having the president and secretary complete and sign the Special Resolution Form
- filing the Special Resolution Form with Registry of Joint Stock Companies within 15 days of passing the special resolution
The president and secretary who sign the form need to be listed with Registry of Joint Stock Companies as an officer or director of the co-operative.
Public record
Information you file with Registry of Joint Stock Companies is available to the public.
Who can use this form
Co-operatives need to use this form to wind up and dissolve the co-operative.
What you need to do
- Pass a special resolution to wind up and dissolve the co-operative and appoint a liquidator.
- Within 15 days of passing the special resolution, complete the Dissolution Approval Form online (including the special resolution, financial statement and name of liquidator).
- If the Inspector of Co-operatives approves the special resolution, they file the special resolution with Registry of Joint Stock Companies and notify the co-operative and liquidator.
- The liquidator winds up the co-operative according to Sections 44 to 61 of the Co-operative Associations Act, including placing notices to creditors in the newspaper.
- After the liquidator winds up the co-operative, the liquidator completes the Dissolution - Co-operative Form online.
- The liquidator submits the completed form (including the original signed Statutory Declaration, detailed statement showing all receipts and disbursements during the liquidation and photocopies of newspaper notices).
- If the Inspector of Co-operatives approves the special resolution, Registry of Joint Stock Companies strikes the co-operative from the registry.
- The Inspector of Co-operatives lets you know that the co-operative has been struck from the registry.
How long it takes
It should take 1 to 2 weeks to wind up and dissolve your co-operative once the liquidator submits the completed form. It can take longer if more information is needed or if your form hasn’t been filled in correctly.
Cost
There is no cost to submit the forms.
Before you start
Make sure you have:
- passed a special resolution to wind up and dissolve the co-operative
- total number of members in the co-operative
- total number of members in attendance for the special resolution vote, including the number of votes in favour of winding up and dissolving the co-operative and votes against
- completed a Special Resolution Certificate certifying that the special resolution passed by at least two-thirds of the members who were present at a meeting
- secretary and president available to sign the Special Resolution Certificate
- names and contact information of the liquidators
- details on assets, liabilities and members’ equity, as well as an estimate of the realizable value of the assets and claims of the creditors and members
Online
When you file online you need to create an account or sign in. You need to be an authorized filer for the business or non-profit. You also need to upload any supporting documents in PDF format, including required signatures, Special Resolution, Financial Statement (current year) and Outstanding Financial Statements (previous years).
You can use the Co-operative Special Resolution Wind-up Package (PDF 81 kB) if you’re unable to file online. Send your completed wind-up package and supporting documents by mail. Or drop them off at Registry of Joint Stock Companies or Access Nova Scotia.