Affidavit

The person who submits the Application for Voluntary Dissolution has legal responsibilities under sections 316 and 51.3 of the Business Corporations Act:

The Act states that:

(1) In order to apply for dissolution under this Division, a company must:

(a) obtain and deposit in its records office an affidavit that is sworn by a director of the company and that complies with subsection (2), and

(b) file with the registrar an application for dissolution in the form established by the registrar containing a statement that the affidavit required under paragraph (a) of this subsection has been obtained and deposited in the company's records office.

(2) An affidavit referred to in subsection (1) (a) must state:

(a) that the company's dissolution has been duly authorized in accordance with section 314 (1) (a) or (2), as the case may be,

(b) that the company has no assets, and

(c) that the company

(i) has no liabilities, as a result of section 315 (6) or otherwise, or

(ii) has made adequate provision for the payment of each of its liabilities.

Under section 51.3(1) of the Business Corporations Act, shareholders and former shareholders are jointly and severally liable, after the company's dissolution, for payment to the company's creditors of the unlimited liability company's debts and liabilities.  

Under section 51.3(2) of the Business Corporations Act, a former shareholder of an unlimited liability company is not liable above unless it appears to the court that the shareholders of the unlimited liability company are unable to satisfy the debts and liabilities referred to above, and, even in that case, is not liable above:

• in respect of any debt or liability of the unlimited liability company that arose after the former shareholder ceased to be a shareholder of the unlimited liability company, or

• on or after a dissolution of the company effected without liquidation, if the former shareholder ceased to be a shareholder of the unlimited liability company one year or more before the date of dissolution.