Wind-up forms: co-operatives

Co-operatives can wind up and dissolve by filing wind-up forms with Registry of Joint Stock Companies.

Use the Co-operative Special Resolution Wind-up Package to wind up and dissolve your co-operative.

Forms in the Co-operative Special Resolution Wind-up Package include:

  • Special Resolution Form
  • Financial Statement Form
  • Example Newspaper Ad to Creditors
  • Statutory Declaration Form

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 (in person) 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 the wind-up package to wind up and dissolve the co-operative.

What you need to do

  1. Pass a special resolution to wind up or dissolve the co-operative and appoint a liquidator.
  2. Within 15 days of passing the special resolution, send the special resolution and financial statement by mail. Or drop them off at Registry of Joint Stock Companies or Access Nova Scotia.
  3. If the Inspector of Co-operatives approves the special resolution, they file it with Registry of Joint Stock Companies and send written notification to the co-operative and liquidator.
  4. 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.
  5. After the liquidator winds up the co-operative, the liquidator completes the forms in the wind-up package.
  6. The liquidator sends the completed forms (including the original signed Statutory Declaration, detailed statement showing all receipts and disbursements during the liquidation, and photocopies of newspaper notices) by mail. Or the liquidator drops them off at Registry of Joint Stock Companies or Access Nova Scotia.
  7. If the Inspector of Co-operatives approves the special resolution, the co-operative is struck from Registry of Joint Stock Companies.
  8. 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 or dissolve your co-operative once the liquidator sends the completed forms. 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 or 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 or 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 (in person) 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

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