Liquidation

Corporations may be wound up under:

1. the Business Corporations Act (which applies to companies and societies incorporated in British Columbia);
2. the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36 (which applies only to federal companies);
3. the Winding-up and Restructuring Act, R.S.C. 1985, c. W-11 (which applies to insolvent federal companies and insolvent companies incorporated in British Columbia);
4. the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3; or
5. the supervision of the court, either voluntarily or involuntarily.

See Part 10, Divisions 2 and 3, of the Business Corporations Act and, in particular, s. 334 of that Act regarding the appointment, powers, and duties of liquidators.

Proof of Appointment

As evidence of a winding-up, appointment of a liquidator, and the commencement of a winding-up, the registrar requires a certified copy of the corporation’s special resolution(s), or a certified copy of the court order.

Submissions:

On the Declaration form, enter a description of the supporting documents and attach images of the original certified copy of a corporation’s special resolution(s) and a court certified copy of the court order evidencing a winding up or the appointment of a liquidator. The electronic Declaration is submitted concurrently with the instrument that creates the interest in land.

Persons Authorized to Make Certified Copies

The following persons may make certified copies:

1. the registrar of companies, under seal; and
2. the registrar of the court, under seal.

Dispositions by Liquidator

While s. 330 of the Business Corporations Act requires, subject to any restrictions or directions imposed or given by the court, that the liquidator take into the liquidator’s custody and control all the property of the company, this authority falls short of a statutory vesting. Consequently, any conveyance of property by the liquidator must be made in the name of the company. The corporate status and powers of the company continue until it is dissolved.

Form of Instrument

A conveyance by a company in liquidation should be at the direction of the liquidator. For example:

ABC LIMITED (TRANSFEROR) AND JANE JUNE BLOGGS (LIQUIDATOR) TO EMMA KATHERINE BAKER (TRANSFEREE).

A conveyance without the express direction of the liquidator is sufficient for registration purposes. For example:

ABC LIMITED (IN VOLUNTARY LIQUIDATION) TO EMMA KATHERINE BAKER (TRANSFEREE).

Execution of Instruments by Liquidator

The liquidator executes an instrument on behalf of the company.

Example where liquidator is an individual:

ABC LIMITED BY

JANE JUNE BLOGGS, LIQUIDATOR

JANE JUNE BLOGGS

JANE JUNE BLOGGS

Example where liquidator is a corporation:

ABC LIMITED BY

BLOGGS & DAUGHTERS LTD., LIQUIDATOR

BY ITS AUTHORIZED SIGNATORY, JANE JUNE BLOGGS

JANE JUNE BLOGGS

JANE JUNE BLOGGS