Esheria Esheria Statutes
Ask AI Sign in

Canada — Quebec Act or statute

Canada — Quebec legislation

Winding-up Act

Certain joint-stock companies may be wound up voluntarily if the directors think dissolution is expedient.

Source excerpt

accountingadministration of statuteappealsapplication of provisionsasset controlasset disposalasset distributionboard cessationcompany continuationcompany liquidationcompany winding upcorporate administrationcorporate governancecourt approvalcourt decisionscourt procedurecourt-appointed liquidatordebt transferdirector functionsdissolutiondissolution noticedistribution to shareholdersenterprise registrar filinginsolvencyjudicial winding-upliquidationliquidation complianceliquidator appointmentliquidator powersliquidator removallitigationministerial responsibilityrecords retentionregister noticeregistrar filingregistry entryregistry filingregistry noticeremunerationsecured transactionssecurityshareholder meetingshareholder resolutionstay of proceedingsunclaimed propertyvoluntary dissolutionwinding upwinding-up
Jurisdiction
Canada — Quebec
Structure
38 provisions
Dates
Source version 10 Jun 2026
On this page

Professional statute overview

Enactment structure, operative effect and source provenance

Official source

01

Purpose and legislative effect

“Certain joint-stock companies may be wound up voluntarily if the directors think dissolution is expedient.”

Use this record to locate individual provisions, understand the instrument’s recorded structure, and move from a research summary to the exact source text.

02

How the instrument operates

  1. 01

    Start with the recorded version

    Source version 10 Jun 2026. The date shown identifies this source expression and should not be treated as proof that no later change exists.

  2. 02

    Locate the controlling provision

    Use the provision map, part headings and full-text filter to move from the broad subject to the exact legal language.

  3. 03

    Read conditions and exceptions together

    Keep subsections, definitions, provisos and cross-references in context before drawing a legal conclusion.

  4. 04

    Verify currency and official wording

    Confirm later legislation, commencement notices and corrections with the official publisher before advice, filing or reliance.

03

Research entry points

Selected provisions across the instrument. Open any row to continue with the exact stored text.

Section 1

Certain joint-stock companies may be wound up voluntarily if the directors think dissolution is expedient.

Section 1

Section 10

The liquidator or liquidators must take custody and control of all company assets and are given several powers to wind up the company.

Section 10

Section 20

After a company is dissolved, the liquidator must send unclaimed and unpaid debts and dividends to the Minister of Revenue within 30 days, together with an attested statement.

Section 20

Section 28

A secured creditor must file an affidavit with the liquidator giving full details of the security within 30 days after the liquidator makes a written demand.

Section 28

Schedule

This schedule repeals chapter 281 of the Revised Statutes, 1964, effective when chapter L-4 of the Revised Statutes comes into force.

Schedule

04

Source and current-law status

Source record view

Source record from www.legisquebec.gouv.qc.ca · Source version 10 Jun 2026

Verify current force

The source record does not state a definitive current-law status. Check the official publisher and later amendments before relying on this text.

For advice, pleadings, or compliance decisions, retain the official source and confirm the current consolidated provision.

Official record

Source-indexed provision map

Sections and provisions

Search by section, heading, part or exact legal wording. Every result remains linked to the stored source record.

Showing 38 of 38 provisions

Provision 35Repeal 2Offence
§ 1Section 1Provision

Source excerpt

Certain joint-stock companies may be wound up voluntarily if the directors think dissolution is expedient.

1. Any joint-stock company constituted by letters patent, by the filing of its articles or by special Act may be wound up voluntarily whenever the directors deem it expedient that the company be dissolved. This Act does not apply to a business corporation to which the Business Corporations Act (chapter S-31.1) applies. R. S. 1964, c. 281, s. 1; 1979, c. 31, s. 44; 1999, c. 40, s. 169; 2009, c. 52, s. 595.
Section 1Verify source
§ 2Section 2Provision

Source excerpt

The directors must call a general meeting of the shareholders and state in the notice that dissolution of the company will be proposed.

2. The directors shall thereupon convene a general meeting of the shareholders, mentioning in the notice that the dissolution of the company will be proposed at such meeting. R. S. 1964, c. 281, s. 2.
Section 2Verify source
§ 3Section 3Provision

Source excerpt

Directors’ resolution to wind up voluntarily must be submitted to shareholders; if shareholders approve by at least two-thirds in value, the company continues only to wind up its affairs.

3. The resolution of the directors, declaring it to be expedient that the company should be wound up voluntarily, shall be submitted to the general meeting of the shareholders, and if such meeting pass, by the vote of at least two-thirds in value of the shares represented by the shareholders present, a resolution that the company shall be wound up voluntarily and dissolved, then the company shall subsist and carry on business for the purpose only of winding-up its affairs. R. S. 1964, c. 281, s. 3.
Section 3Verify source
§ 4Section 4Provision

Source excerpt

The company’s legal-person status and powers continue until its affairs are wound up.

4. The company’s status and powers as a legal person shall continue until its affairs are wound up. R. S. 1964, c. 281, s. 4; 1999, c. 40, s. 169.
Section 4Verify source
§ 5Section 5Provision

Source excerpt

At the general meeting, liquidator(s) must be appointed to wind up the company’s affairs and distribute its assets.

5. At the general meeting, a liquidator or liquidators shall be appointed for the purpose of winding-up the affairs of the company and of distributing its assets; and thereupon the board of directors shall cease to exist. R. S. 1964, c. 281, s. 5.
Section 5Verify source
§ 6Section 6Provision

Source excerpt

If a liquidator’s office becomes vacant because of death, resignation, or another reason, the company may fill the vacancy at a general meeting.

6. If any vacancy occurs in the office of liquidator by death, resignation or otherwise, the company may, at a general meeting, fill such vacancy; and such general meeting may be called by the continuing liquidator or liquidators, or by any shareholder. R. S. 1964, c. 281, s. 6.
Section 6Verify source
§ 7Section 7Provision

Source excerpt

The company may remove liquidators and appoint replacements at a general meeting called by any three shareholders, if notice says that removal will be proposed.

7. The company may also, at a general meeting called by any three shareholders, on notice mentioning that the removal of the liquidators or of any liquidator will be proposed, remove such liquidator or liquidators and appoint another or others in his or their place. R. S. 1964, c. 281, s. 7.
Section 7Verify source
§ 8Section 8Provision

Source excerpt

If shareholders do not appoint or replace a liquidator within 15 days, a Superior Court judge may appoint one on a shareholder’s application; the judge may also remove a liquidator for due cause and appoint another after a further 15-day default.

8. In default of the shareholders appointing or replacing a liquidator or liquidators, any judge of the Superior Court, in the district where the company has its head office or principal establishment, may, on application of a shareholder, after a default of 15 days, appoint a liquidator or liquidators. The judge may also, on due cause shown, remove any liquidator; and he may, after a default of 15 days on the part of the shareholders to do so, appoint another. R. S. 1964, c. 281, s. 8; 1999, c. 40, s. 169.
Section 8Verify source
§ 9Section 9Provision

Source excerpt

A notice of the shareholders’ resolution for winding-up and dissolution must be sent to the enterprise registrar, who must file it in the prescribed register.

9. A notice of the resolution passed by the shareholders for the winding-up and dissolution of the company shall be transmitted to the enterprise registrar, who shall deposit it in the register referred to in Chapter II of the Act respecting the legal publicity of enterprises (chapter P-44.1). R. S. 1964, c. 281, s. 9; 1969, c. 26, s. 115; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 204; 1993, c. 48, s. 423; 2002, c. 45, s. 543; 2010, c. 7, s. 282.
Section 9Verify source
§ 10Section 10Provision

Source excerpt

The liquidator or liquidators must take custody and control of all company assets and are given several powers to wind up the company.

10. The liquidator or liquidators shall take into his or their custody, and under his or their control, all the assets of the company, and shall, subject however to such limitations as may be determined by the resolution of the shareholders for the dissolution of the company, have power: (1) To bring or defend any action or other judicial proceeding in the name and on behalf of the company; (2) To carry on the business of the company, so far as may be necessary for the beneficial winding-up of the same, and to collect all moneys due to it; (3) To sell the property of the company, by auction, private sale, sale of the enterprise or retail sale; provided that, at a general meeting of the shareholders, the majority have given their consent to such sale of the enterprise; (4) To execute, in the name and on behalf of the company, all deeds, acquittances, receipts and other documents; (5) To draw, accept, make or endorse bills of exchange or promissory notes in the name and on behalf of the company; and to raise upon the security of the assets of the company, from time to time, any requisite sums of money; (6) To do and execute whatever else may be necessary for winding-up the affairs of the company and distributing its assets, including the power to compromise, at discretion, all claims and rights belonging to the company. R. S. 1964, c. 281, s. 10; 1999, c. 40, s. 169.
Section 10Verify source
§ 11Section 11Provision

Source excerpt

If several liquidators are appointed, the majority may validly exercise their powers.

11. When several liquidators are appointed, their powers may be validly exercised by the majority of them. R. S. 1964, c. 281, s. 11.
Section 11Verify source
§ 12Section 12Provision

Source excerpt

The liquidator or liquidators must first pay the company’s debts and winding-up costs, then distribute the remaining assets to shareholders according to their rights and interests.

12. The liquidator or liquidators shall first pay the debts of the company and the costs, charges and expenses of winding it up, and shall afterwards distribute the balance of the proceeds of the assets among the shareholders, according to their rights and interests in the company. R. S. 1964, c. 281, s. 12.
Section 12Verify source
§ 13Section 13Provision

Source excerpt

The liquidator or liquidators must recover and collect unpaid calls from shareholders in default, if they deem it necessary.

13. The liquidator or liquidators shall recover and collect unpaid calls, in full or proportionately as the case may require, from shareholders in default, should he or they deem it necessary; but in case of the non-collection in whole or in part of such unpaid calls, the shareholders in default shall only rank in the distribution when those who have paid more shall have been ranked for the excess so paid by them. R. S. 1964, c. 281, s. 13.
Section 13Verify source
§ 14Section 14Provision

Source excerpt

The shareholders must set the liquidator’s remuneration and decide whether security is required for the liquidator’s administration.

14. The shareholders shall fix the remuneration of the liquidator or liquidators; and also whether or not he or they shall give security for his or their administration, specifying when security shall be given and the amount thereof. R. S. 1964, c. 281, s. 14.
Section 14Verify source
§ 15Section 15Provision

Source excerpt

If a winding-up lasts more than one year, the liquidator or liquidators must call a shareholders’ general meeting at the end of the first year and each later year, or as soon after as convenient, and must lay before those meetings an account of their acts, dealings, and the conduct of the winding-up during the preceding year.

15. If the winding-up continues for more than one year, the liquidator or liquidators shall call a general meeting of the shareholders, at the end of the first year, and at the end of each succeeding year, or so soon thereafter as may be convenient; and he or they shall lay before such meetings an account, showing his or their acts and dealings, and the manner in which the operations for the winding-up have been conducted during the preceding year. R. S. 1964, c. 281, s. 15.
Section 15Verify source
§ 16Section 16Provision

Source excerpt

After the company is fully wound up, the liquidator or liquidators must prepare an account, attest it before a justice of the peace, and call a general meeting of the company.

16. As soon as the affairs of the company are fully wound up, the liquidator or liquidators shall make up an account showing the cash on hand at the date on which the company was placed in liquidation, the property of the company disposed of, the amounts realized, the sums paid and generally the manner in which such winding-up has been conducted, and shall attest the same before a justice of the peace; and thereupon he or they shall call a general meeting of the company for the purpose of laying such account before the shareholders and of having the same confirmed. R. S. 1964, c. 281, s. 16.
Section 16Verify source
§ 17Section 17Provision

Source excerpt

The liquidator(s) must file a return with the enterprise registrar about the meeting and account confirmation, and the registrar must enter the filing in the register.

17. The liquidator or liquidators shall make a return to the enterprise registrar of such meeting having been held, and also of such meeting having confirmed the account, showing the manner in which the winding-up has been conducted. The enterprise registrar shall make an entry in the register indicating that the return was transmitted to him, and the company shall be dissolved from the date of such entry. R. S. 1964, c. 281, s. 17; 1969, c. 26, s. 115; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 204; 1993, c. 48, s. 424; 1995, c. 67, s. 174; 1999, c. 8, s. 20; 2002, c. 45, s. 543; 2003, c. 29, s. 135; 2006, c. 8, s. 31; 2019, c. 29, s. 1; 2025, c. 24, s. 184; 2026, c. 1, s. 153.
Section 17Verify source
§ 18Section 18Provision

Source excerpt

Shareholders may vote to end the winding-up and continue the company, but the resolution needs court approval and related notice must be given in advance.

18. In the course of the winding-up, but before the sale of the property, the general meeting of shareholders may decide, by a majority representing not less than 2/3 of the capital, to discontinue the winding-up proceedings and continue the operations of the company. At the same meeting the shareholders shall direct one of their number to apply, in the name of the company, to a judge of the Superior Court, for the approval of the resolution. Notice of the day when such application will be presented shall be given to the liquidators, to the creditors and to the shareholders, by registered mail. It shall be sent at least six days before the day fixed for the presentation of the application. The resolution of the shareholders shall have no effect until approved by the judge. Notice of such resolution and of its approval shall be transmitted to the enterprise registrar, who shall deposit the same in the register. The approval of such resolution by the judge shall put an end to the powers of the liquidators, but every act done by them while in office shall remain valid, and any action instituted by them may be taken up and carried on by the company in the usual way. From the date of such deposit, the notice referred to in section 9 shall cease to have effect. R. S. 1964, c. 281, s. 18; 1969, c. 26, s. 115; 1975, c. 76, s. 11; 1975, c. 83, s. 84; 1981, c. 9, s. 24; 1982, c. 52, s. 204; 1993, c. 48, s. 425; 1995, c. 67, s. 175; 1999, c. 8, s. 20; 2002, c. 45, s. 543; 2003, c. 29, s. 135; 2006, c. 8, s. 31; I.N. 2016-01-01 (NCCP); 2019, c. 29, s. 1; 2025, c. 24, s. 184; 2026, c. 1, s. 154.
Section 18Verify source
§ 19Section 19Provision

Source excerpt

The enterprise registrar must deposit a notice of dissolution in the register.

19. The enterprise registrar shall deposit a notice of dissolution in the register. R. S. 1964, c. 281, s. 19; 1969, c. 26, s. 115; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 204; 1993, c. 48, s. 426; 2002, c. 45, s. 543.
Section 19Verify source
§ 20Section 20Provision

Source excerpt

After a company is dissolved, the liquidator must send unclaimed and unpaid debts and dividends to the Minister of Revenue within 30 days, together with an attested statement.

20. Within 30 days after the date of the dissolution of the company, the liquidator or liquidators shall transfer to the Minister of Revenue the amount of all debts and of all dividends which may then be unclaimed and unpaid, with a statement thereof, attested before a justice of the peace, indicating, where applicable, the name and last known address of the interested parties and the date on which the money was transferred to the Minister of Revenue; and the money so transferred shall be governed by the Unclaimed Property Act (chapter B-5.1). R. S. 1964, c. 281, s. 20; 1970, c. 17, s. 101; 1997, c. 80, s. 68; 2005, c. 44, s. 54; 2011, c. 10, s. 93.
Section 20Verify source
§ 21Section 21Provision

Source excerpt

The liquidator must keep the legal person’s books and records for five years after the closing of the liquidation, and longer if they are needed as evidence in proceedings.

21. The liquidator shall keep the books and records of the legal person for five years from the closing of the liquidation; the liquidator shall keep them for a longer period if the books and records are required as evidence in proceedings. The liquidator disposes of them thereafter as the liquidator sees fit. R. S. 1964, c. 281, s. 21; 1997, c. 80, s. 69; 1999, c. 40, s. 169.
Section 21Verify source
§ 22Section 22Offence

Source excerpt

If a liquidator fails to transfer money to the Minister of Revenue or to deposit the required books, accounts, and documents, the liquidator may be liable to a daily penalty of up to $10.

22. If the liquidator or liquidators neglects or neglect to transfer the moneys to the Minister of Revenue, or to deposit the books, accounts and documents as provided in sections 20 and 21, he or they severally shall be liable to a penalty of not more than $10 for every day during which he or they is or are in default. R. S. 1964, c. 281, s. 22; 1997, c. 80, s. 70; 2005, c. 44, s. 54.
Section 22Verify source
§ 23Section 23Provision

Source excerpt

Liquidators must render their accounts and pay over the moneys for which they are accountable in the same manner as the liquidator of a legal person under the Civil Code.

23. The liquidators are required to render their accounts and pay over the moneys for which they are accountable in the same manner as the liquidator of a legal person under the Civil Code. R. S. 1964, c. 281, s. 23; 1992, c. 57, s. 607.
Section 23Verify source
§ 24Section 24Provision

Source excerpt

On a shareholder’s application, the Superior Court may order a company wound up if it considers that this is just and equitable for a reason other than bankruptcy or insolvency.

24. Upon application by a shareholder, the Superior Court may order the winding-up of a company whenever it is of the opinion that, for a reason other than bankruptcy or insolvency, it is just and equitable that the company be wound up. R. S. 1964, c. 281, s. 24; I.N. 2016-01-01 (NCCP).
Section 24Verify source
§ 25Section 25Provision

Source excerpt

When the court orders a company wound up, the order has the same effect as a shareholders’ resolution, the court must appoint liquidators, and the directors’ functions cease.

25. The order of the court directing the winding-up of the company shall have the same effects as a resolution of the shareholders under section 3. In making the order, the court shall appoint one or more liquidators to wind up the affairs of the company and distribute its assets, and thereupon the functions of the directors shall cease. The court or a judge thereof may thereafter fill any vacancy occurring in the office of liquidator, and dismiss and replace any liquidator deemed for any reason unfit or undesirable. The court, when making the winding-up order, and, at any time thereafter, the court or one of its judges may order and authorize any proceeding consistent with this Act to ensure the protection of the rights of interested parties and an orderly winding-up of the company. R. S. 1964, c. 281, s. 25.
Section 25Verify source
§ 25.1Section 25.1Provision

Source excerpt

The liquidator must promptly send the winding-up order to the enterprise registrar, and the registrar must place a notice in the register.

25.1. The liquidator shall forthwith transmit the winding-up order to the enterprise registrar, who shall deposit a notice to that effect in the register. 1993, c. 48, s. 427; 2002, c. 45, s. 543.
Section 25.1Verify source
§ 26Section 26Provision

Source excerpt

After a winding-up order is made, the judge may stop further proceedings in a civil action, suit, or proceeding against the company if someone with standing applies.

26. When the winding-up order has been made the judge, upon the application of the company, the liquidator, a shareholder, a creditor or a contributory, may restrain further proceedings in any civil action, suit or proceeding against the company, upon such terms as he thinks fit. R. S. 1964, c. 281, s. 26; 1992, c. 61, s. 376.
Section 26Verify source
§ 27Section 27Provision

Source excerpt

A judge must not postpone a secured creditor’s right to realize or otherwise deal with the security, except in the limited cases stated.

27. The judge shall not postpone the right of a secured creditor to realize or otherwise deal with his security, except as follows: (a) in the case of a security for a debt due at the date of the winding-up order, such right shall not be postponed for more than six months from such date; (b) in the case of a security for a debt that becomes due after the date of the winding-up order, such right shall not be postponed for more than six months from the date of maturity of such debt, nor unless all instalments of interest six months overdue have been paid. R. S. 1964, c. 281, s. 27.
Section 27Verify source
§ 28Section 28Provision

Source excerpt

A secured creditor must file an affidavit with the liquidator giving full details of the security within 30 days after the liquidator makes a written demand.

28. A secured creditor, within a period of 30 days after demand in writing made upon him by the liquidator, must file with the liquidator an affidavit giving full particulars of his security. R. S. 1964, c. 281, s. 28; 1999, c. 40, s. 169.
Section 28Verify source
§ 29Section 29Provision

Source excerpt

The liquidator may redeem a security if the debt is paid.

29. The liquidator may redeem a security on payment of the debt. R. S. 1964, c. 281, s. 29.
Section 29Verify source
§ 30Section 30Provision

Source excerpt

30. Failing approval by the shareholders of the account provided for in sections 16 and 17, the approval of the judge or court shall avail for all purposes in lieu thereof. R. S. 1964, c. 281, s. 30.

30. Failing approval by the shareholders of the account provided for in sections 16 and 17, the approval of the judge or court shall avail for all purposes in lieu thereof. R. S. 1964, c. 281, s. 30.
Section 30Verify source
§ 31Section 31Provision

Source excerpt

Sections 4 to 23 apply to the judicial winding-up and dissolution of companies under this division, except where that would be inconsistent with the division.

31. Furthermore, and saving inconsistency with this division, the provisions of sections 4 to 23 shall apply to the judicial winding-up and dissolution of companies under this division. R. S. 1964, c. 281, s. 31.
Section 31Verify source
§ 32Section 32Provision

Source excerpt

32. There shall be an appeal to the Court of Appeal from the order to wind up the company. Such appeal shall be heard by preference, in summary manner, in conformity with article 31 of the Code of Civil Procedure (chapter C-25.01). Where

32. There shall be an appeal to the Court of Appeal from the order to wind up the company. Such appeal shall be heard by preference, in summary manner, in conformity with article 31 of the Code of Civil Procedure (chapter C-25.01). Where applicable, the liquidator shall also transmit forthwith to the enterprise registrar a notice indicating that the order has been appealed from; the enterprise registrar shall deposit such notice in the register. Any other order or decision of the court or one of its judges relating to such winding-up shall be definitive. R. S. 1964, c. 281, s. 32; 1965 (1st sess.), c. 80, a. 1; 1974, c. 11, s. 2; 1993, c. 48, s. 428; 2002, c. 45, s. 543; I.N. 2016-01-01 (NCCP).
Section 32Verify source
§ 32.1Section 32.1Provision

Source excerpt

The company or liquidator must promptly send a court decision about a winding-up order to the enterprise registrar, and the registrar must file a notice in the register.

32.1. The decision of any court concerning the winding-up order shall be transmitted forthwith by the company or the liquidator, as the case may be, to the enterprise registrar, who shall deposit a notice to that effect in the register. 1993, c. 48, s. 429; 2002, c. 45, s. 543.
Section 32.1Verify source
§ 33Section 33Provision

Source excerpt

Section 33 ceased to have effect on 17 April 1987.

33. (This section ceased to have effect on 17 April 1987). 1982, c. 21, s. 1; U. K., 1982, c. 11, Sch. B, Part I, s. 33.
Section 33Verify source
§ 34Section 34Provision

Source excerpt

The Government designates the Minister responsible for administering this Act, except for provisions about the enterprise registrar’s responsibilities, which are administered by the Minister of Employment and Social Solidarity.

34. The Government designates the Minister responsible for the administration of this Act except the provisions relating to the responsibilities of the enterprise registrar, which are administered by the Minister of Employment and Social Solidarity. 2002, c. 45, s. 544; 2006, c. 38, s. 40; 2016, c. 29, s. 26.
Section 34Verify source
§ 35Section 35Repeal

Source excerpt

Section 35 is repealed.

35. (Repealed). 2002, c. 45, s. 544; 2003, c. 29, s. 170; 2006, c. 8, s. 31; 2019, c. 29, s. 1; 2025, c. 8, s. 108.
Section 35Verify source
§ —ScheduleRepeal

Source excerpt

This schedule repeals chapter 281 of the Revised Statutes, 1964, effective when chapter L-4 of the Revised Statutes comes into force.

In accordance with section 17 of the Act respecting the consolidation of the statutes (chapter R-3), chapter 281 of the Revised Statutes, 1964, in force on 31 December 1977, is repealed effective from the coming into force of chapter L-4 of the Revised Statutes.
ScheduleVerify source

Legislative relationships

1 referenced instrument

Names are derived from the stored provision headings and citation-enrichment layer. Treat this as a research index and verify each relationship against the source text.

N–S

1 instrument

  • Revised Statutes comes into force. In accordance with section 17 of the Act

    Section Schedule

Recorded versions and source checkpoint

1 version available in this collection

Current-law checkpoint
  • 10 Jun 2026 · currentEnglish

This relationship view does not by itself establish whether another instrument remains in force.

Check official source

Source-linked research

Ask AI about this statute

The overview, provisions, and source records above are public. Continue in a separate conversation with this statute’s jurisdiction and source version attached.

No legal research model is currently available.

Sign in

About this LexChat collection

Statute information is organised from identified legislative sources for professional research. Corrections can be reported to hello@esheria.ai.