Wind-up forms: societies
Societies can wind up and dissolve by filing wind-up forms with Registry of Joint Stock Companies. You also need to include the society’s original Certificate of Incorporation and receipt of transfer for any remaining assets.
Use the Winding Up a Society Package to wind up and dissolve your society.
Forms in the Winding Up a Society Package include:
- Special Resolution Form
- Financial Statements Form
- Petition for Surrender of Certificate of Incorporation Form
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 Form
- 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 the wind-up package 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 forms in the package.
- Check the forms for details on all required supporting documents.
- Include payment with your forms.
- Send your completed forms, supporting documents and payment by mail. Or drop them off at Registry of Joint Stock Companies or Access Nova Scotia.
- Registry of Joint Stock Companies strikes the society from the registry when it approves the forms and files them.
- Registry of Joint Stock Companies lets you know that the society has been struck from the registry and sends you a Certificate of Surrender.
How long it takes
It should take 1 to 2 weeks to wind up or dissolve your society once you send the completed forms. It can take longer if more information is needed or if your form hasn’t been filled in correctly.
|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 Certificate 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 Certificate
- 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 Form
- 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)