Wind-up and dissolve a society
Societies need to notify Registry of Joint Stock Companies when they wind up and dissolve. You also need to include the society’s original Certificate of Incorporation and Receipt of Transfer for any remaining assets.
Use the Society Surrender Form to notify Registry of Joint Stock Companies that your society has wound up and dissolved.
To wind up and dissolve a society, your filing needs to include:
- Special Resolution
- Financial Statements
- Petition for Surrender of Certificate of Incorporation
You also need the society’s original Certificate of Incorporation and Receipt of Transfer for any remaining assets.
Passing a special resolution
Winding up and dissolving a society can only happen by special resolution. To pass a special resolution, you need to comply with the Societies 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 three-fourths of members who are present (in person or by proxy where proxy is allowed) at the meeting vote in favour to wind up and dissolve
- having an officer or director complete and sign the Special Resolution
- filing the Special Resolution Form with Registry of Joint Stock Companies within 14 days of passing the special resolution
The officer or director who signs the form needs to be listed with Registry of Joint Stock Companies as an officer or director of the society.
Information you file with Registry of Joint Stock Companies is available to the public.
Who can use this form
Societies need to use this form to wind up and dissolve the society.
What you need to do
- Pass a special resolution to wind up and dissolve the society.
- Complete the Society Surrender Form online.
- Check the form for details on all required supporting documents.
- Include payment with your form.
- Submit your completed form, supporting documents and payment.
- If Registry of Joint Stock Companies approves the form, it strikes the society from the registry.
- Registry of Joint Stock Companies lets you know that the society has been struck from the registry and issues a Certificate of Surrender.
How long it takes
It should take 1 to 2 weeks to wind up and dissolve your society once you submit the completed form. It can take longer if more information is needed or if your form hasn’t been filled in correctly.
It may take longer than usual to process your request.
|Dissolution of society||$12.45|
Visa, MasterCard, American Express, debit card, cheque, money order, cash. A cheque or money order should be made payable to the Minister of Finance. Payment options may vary depending on how you submit the form.
Before you start
Make sure you have:
- passed a special resolution to wind up or dissolve the society
- completed a Special Resolution certifying that the special resolution passed by at least three-fourths of the members who were present (in person or by proxy where proxy is allowed) at a meeting
- officer or director available to sign the Special Resolution
- financial statements for the fiscal year (and previous years if they have not already been filed) that include a balance sheet and statement of income and expenses
- society’s auditor or 2 directors available to sign the financial statements
- completed Petition for Surrender of Certificate of Incorporation
- officer or director available to sign the Petition for Surrender of Certificate of Incorporation Form
- society’s original Certificate of Incorporation
- Name Change Certificates if applicable
- Receipt of Transfer (you need to transfer any remaining funds to another non-profit organization or qualified donees and that organization needs to provide a letter confirming it received the funds)
When you file online you need to create an account or sign in. You need to be an authorized filer for the non-profit. You also need to upload any supporting documents in PDF format, including required signatures, Financial Statement, Special Resolution - Surrender, Petition to Surrender and Receipt of Transfer.
You can use the Winding Up a Society Package (PDF 3.1 MB) if you’re unable to file online. Send your completed wind-up package, supporting documents and payment by mail. Or drop them off at Registry of Joint Stock Companies or Access Nova Scotia.