How to Dissolve a Non-Profit (Societies Act FAQs)

How do I dissolve a non-profit society?

Most dissolutions will happen voluntarily, at the request of the members. In order to dissolve, the following steps must be taken:

1. The non-profit’s members must pass an ordinary resolution at a members’ meeting (AGM or SGM) empowering the board to seek dissolution from the registry as soon as it is practical or at a certain date. If the bylaws do not specify the qualified recipient of the non-profit’s remaining assets upon dissolution, the members may also pass a resolution specifying the qualified recipient at this meeting.
2. Once the members’ ordinary resolution has been passed, the directors must pay or make arrangements to pay all the non-profit’s liabilities.
3. After the liabilities have been paid, any remaining assets must be distributed to the qualified recipient listed in the non-profit’s bylaws. If the non-profit’s bylaws do not specify the qualified recipient, the remaining assets must be disbursed to a qualified resolution specified by a resolution of the members. If a resolution of the members is not possible, a resolution of the directors specifying the qualified recipient will suffice.
4. Once arrangements have been made to settle the non-profit’s liabilities and disburse the non-profit’s remaining assets, the directors must submit a request for dissolution to the Registrar. With the request for dissolution, the directors must provide a copy of the members’ ordinary resolution authorizing dissolution. The directors must also provide an affidavit sworn by at least two directors (or sworn by one director if there is only one director), declaring that to the best of their knowledge, the non-profit has no liabilities or has made adequate arrangements for the payment of the non-profit’s liabilities and that the remaining assets of the non-profit, if any, have been disbursed to the qualified recipient.

An example dissolution resolution is provided below:

"Be it resolved that the board is empowered to seek dissolution of the society from the registry as soon as is practical."

What is a qualified recipient?

A qualified recipient is an organization that is eligible and designated by the non-profit’s bylaws or a resolution of the members or directors of the non-profit to receive the non-profit’s remaining assets upon dissolution. The Societies Act states that a qualified recipient may only be another society (cannot be a member-funded society), a community service cooperative, a registered charity, or a trust for a charitable purpose.

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