Section 149: Sale of company’s property

149. Sale of company’s property (1) Subject to subsection (5), where it is proposed that the business or property of a company be transferred to another corporation, the liquidator may, with the sanction of a special resolution conferring on him a general authority or an authority in respect of a particular arrangement— (a) receive in compensation or part compensation for the transfer of cash, shares, debentures, policies or other like interests in the corporation for distribution among the members; or I14 – 89 [Issue 3] Insolvency Act (b) enter into any other arrangement whereby the members may, in lieu of, or in addition to receiving cash, shares, debentures, policies or other like interests, participate in the profits of or receive any other benefit from the corporation, and any such transfer or arrangement shall be binding on the shareholders. (2) Where a shareholder, within 7 days, by written notice addressed to the liquidator and left at his office, dissents from the resolution, he may require the liquidator to— (a) abstain from carrying the resolution into effect; or (b) purchase his interest at a price to be determined by agreement or by the Court. (3) Where the liquidator elects to purchase the shareholder’s interest, the purchase money shall be paid before the company is dissolved and be raised by the liquidator in such manner as is determined by special resolution. (4) A special resolution shall not be invalid for the purposes of this section by reason that it is passed before, or concurrently with, a winding up resolution or a resolution appointing a liquidator, but if an order for winding up the company by the Court is made within one year after the passing of the resolution, it shall not be valid unless sanctioned by the Court. (5) Subsection (1) shall not apply in the case of a creditors’ winding up except with the approval of the Court or the committee of inspection.