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Dissolving a Non-Profit Organization

A non-profit corporation in Saskatchewan can be dissolved by the members, by outside authorities such as the Director of Corporations, or by a court acting on a request. In some situations it can also be dissolved by the Board of Directors.

Who dissolves the corporation depends on the circumstances of the case.

The reason for dissolving a non-profit corporation may be one of the following...

  • the main objective of the corporation has disappeared
  • there is a deadlock in the management of affairs
  • the conduct of the directors has been unfairly prejudicial to a certain member or class of members

Dissolution by Directors

A corporation that has no property or debts and has not issued any membership interests or other securities can be dissolved by resolution of all the directors. Once a resolution has passed an application to dissolve can be made online or the Dissolution Form can be completed and submitted to the Corporate Registry. The Corporate Registry then issues a certificate of dissolution.

Dissolution by Members

A corporation with no property and no debts can also be dissolved by a special resolution. It must be be passed by at least 2/3 of the members who vote on the resolution. Members who would not otherwise be entitled to vote can vote on these resolutions.

A corporation with property or liabilities can also be dissolved by a special resolution of the members if the resolution gives the directors the authority to deal with any liabilities and any property of the corporation and this is done before the corporation is dissolved.

A resolution to dissolve can be presented at a special meeting of the members. The notice for the meeting must set out the proposed terms for dissolving the corporation. All members, even those not normally entitled to vote, can vote on the special resolution and, if there are classes of members, a special resolution for each class is required.

Once a special resolution has been passed by the members, the corporation may notify the Corporate Registry that they intend to dissolve either online or by completing the Statement of Intent to Dissolve form and submitting it to the Corporate Registry. Once this is received the Corporate Registry issues a Certificate of Intent to Dissolve to the corporation. Then the corporation must send notices to all creditors and publish notices for four consecutive weeks in a newspaper in the place where the registered office is located. Once debts are paid and property is properly disposed of an application to dissolve can be made online or the Dissolution Form can be completed and submitted to the Corporate Registry. Once the dissolution application is processed, the Corporate Registry issues a Certificate of Dissolution.

Remaining Property

Once the corporation has paid any debts any remaining property must be distributed. How the surplus is distributed upon dissolution depends upon whether the corporation is a membership corporation or a charitable corporation.

In a membership corporation, the surplus is distributed as stated in the articles. The surplus may be donated to a similar organization or charity, or it may be divided equally among the members. If the surplus is divided among members, it may be subject to taxation in their hands. If the articles do not specify otherwise, the surplus will be distributed to the members.

In a charitable corporation, the articles may name a specific charitable corporation or government to which any surplus is to be distributed. If nothing is specified in the articles, the surplus amount will be distributed only with the approval of the court and only to a corporation carrying on the same or similar activities, a registered charity, or a government. If money was received for a specific purpose, it must be returned to the donor, if possible, or it must be donated to an organization with a similar purpose. The surplus cannot be divided among the members as in a membership corporation.

Dissolution by Court

The Corporate Registry or any interested person may apply to the court for dissolution. Grounds for dissolution include when the corporation...

  • has failed for two consecutive years to comply with the requirements of the Act with respect to the holding of members' meetings
  • is carrying on activities restricted by the articles or contrary to the articles
  • has not kept available at its registered office a copy of the corporation’s financial statements
  • has not allowed the access to corporate records required by the Act

A member can also apply to the court to dissolve a membership corporation if the corporation has been oppressive or unfairly prejudicial to the interests of a member, director, officer, creditor or security holder or has unfairly disregarded the interest one of these people have in the corporation. If it is a charitable corporation any person can apply to the court to dissolve the corporation on these same grounds. In the case of a charitable corporation the general public is included in the groups which can be found to have been oppressed, unfairly prejudiced or whose interest may have been unfairly disregarded.

If someone other than the Corporate Registry applies to court, the Corporate Registry must be notified of the application to the court and is entitled to appear and be heard.

The court may order dissolution or make any other order it considers appropriate. If the court orders dissolution, the Corporate Registry issues a certificate of dissolution. If the order is to liquidate and dissolve, the Corporate Registry issues a certificate of intent and publishes a notice in the Gazette. The court may appoint a liquidator who has the powers to carry out the liquidation and dissolution as prescribed by the Act and under the supervision of the court. The liquidator may be a director or an officer of the corporation.

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