GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Trust and Loan Companies Act — T-19.8 341
Status of shareholder approval 341 (1) An application made or an action brought or intervened in under subsection 339(1) or section 343 need not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to the company or its subsidiary has been or might be approved by the shareholders of the company or subsidiary or both, but evidence of approval by the shareholders may be taken into account by the court in making an order under section 340. Court approval to discontinue (2) An application made or an action brought or intervened in under subsection 339(1) or section 343 shall not be stayed, discontinued, settled or dismissed for want of prosecution without the approval of the court given on such terms as the court thinks fit and, if the court determines that the interests of any complainant might be substantially affected by any stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant.
Trust and Loan Companies Act — T-19.8 342
No security for costs 342 (1) A complainant is not required to give security for costs in any application made or any action brought or intervened in under subsection 339(1) or section 343. Interim costs (2) In an application made or an action brought or intervened in under subsection 339(1) or section 343, the court may at any time order the company or its subsidiary to pay to the complainant interim costs, including legal fees and disbursements, but the complainant may be held accountable by the court for those interim costs on final disposition of the application or action. 1991, c. 45, s. 342; 2005, c. 54, s. 441(F)
Trust and Loan Companies Act — T-19.8 343
Application to rectify records 343 (1) If the name of a person is alleged to be or to have been wrongly entered or retained in, or wrongly deleted or omitted from, the securities register or any other record of a company, the company, a security holder of the company or any aggrieved person may apply to a court for an order that the securities register or record be rectified. Notice to Superintendent (2) An applicant under this section shall give the Superintendent notice of the application and the Superintendent may appear and be heard in person or by counsel at the hearing of the application. Powers of court (3) In connection with an application under this section, the court may make any order it thinks fit including, without limiting the generality of the foregoing, (a) an order requiring the securities register or other record of the company to be rectified; (b) an order restraining a company from calling or holding a meeting of shareholders or paying a dividend before the rectification; (c) an order determining the right of a party to the proceedings to have the party’s name entered or retained in, or deleted or omitted from, the securities register or records of the company, whether the issue arises between two or more security holders or alleged security holders, or between the company and any security holder or alleged security holder; and (d) an order compensating a party who has incurred a loss.
Trust and Loan Companies Act — T-19.8 344
Definition of “court” 344 For the purposes of subsections 351(1) and 352(1) and (2), sections 353 to 357, subsection 358(1), sections 360 and 362 to 364, subsections 368(3) and (4) and section 373, court means a court having jurisdiction in the place where the company has its head office.
Trust and Loan Companies Act — T-19.8 345
Application of subsection (2) and sections 346 to 373 345 (1) Subsection (2) and sections 346 to 373 do not apply to a company that is insolvent within the meaning of the Winding-up and Restructuring Act . Staying proceedings on insolvency (2) Any proceedings taken under this Part to dissolve or to liquidate and dissolve a company shall be stayed if the company is at any time found to be insolvent within the meaning of the Winding-up and Restructuring Act . 1991, c. 45, s. 345; 1996, c. 6, s. 167
Trust and Loan Companies Act — T-19.8 346
Returns to Superintendent 346 A liquidator appointed under this Part to wind up the business of a company shall provide the Superintendent with such information relating to the business and affairs of the company in such form as the Superintendent requires.
Trust and Loan Companies Act — T-19.8 347
No property and no liabilities 347 (1) A company that has no property and no liabilities may, if authorized by a special resolution of the shareholders or, if there are no shareholders, by a resolution of all the directors, apply to the Minister for letters patent dissolving the company. Dissolution by letters patent (2) Where the Minister has received an application under subsection (1) and is satisfied that all the circumstances so warrant, the Minister may issue letters patent dissolving the company. Effect of letters patent (3) A company in respect of which letters patent are issued under subsection (2) ceases to exist on the day stated in the letters patent.
Trust and Loan Companies Act — T-19.8 348
Proposing liquidation 348 (1) The voluntary liquidation and dissolution of a company, other than a company referred to in subsection 347(1), (a) may be proposed by its directors; or (b) may be initiated by way of a proposal made by a shareholder who is entitled to vote at an annual meeting of shareholders in accordance with sections 146 and 147. Terms must be set out (2) A notice of any meeting of shareholders at which the voluntary liquidation and dissolution of a company is to be proposed shall set out the terms of the proposal.
Trust and Loan Companies Act — T-19.8 349
Shareholders’ resolution 349 Where the voluntary liquidation and dissolution of a company is proposed, the company may apply to the Minister for letters patent dissolving the company if authorized by a special resolution of the shareholders or, where the company has issued more than one class of shares, by special resolution of each class of shareholders whether or not those shareholders are otherwise entitled to vote.
Trust and Loan Companies Act — T-19.8 350
Approval of Minister required 350 (1) No action directed toward the voluntary liquidation and dissolution of a company shall be taken by a company, other than as provided in sections 348 and 349, until an application made by the company pursuant to section 349 has been approved by the Minister. Conditional approval (2) Where the Minister is satisfied on the basis of an application made pursuant to section 349 that the circumstances warrant the voluntary liquidation and dissolution of a company, the Minister may, by order, approve the application. Effect of approval (3) Where the Minister has approved an application made pursuant to section 349 with respect to a company, the company shall not carry on business except to the extent necessary to complete its voluntary liquidation. Liquidation process (4) Where the Minister has approved an application made pursuant to section 349 with respect to a company, the company shall (a) cause notice of the approval to be sent to each known claimant against and creditor of the company; (b) publish notice of the approval once a week for four consecutive weeks in the Canada Gazette and once a week for two consecutive weeks in one or more newspapers in general circulation in each province in which the company transacted any business within the preceding twelve months; (c) proceed to collect its property, dispose of property that is not to be distributed in kind to its shareholders, discharge all its obligations and do all other acts required to liquidate its business; (d) where the company is a trust company pursuant to subsection 57(2), make such arrangements as are necessary to transfer to another company that is a trust company pursuant to subsection 57(2) money or other assets held in trust by the company, other than assets held in respect of guaranteed trust money; and (e) after giving the notice required under paragraphs (a) and (b) and adequately providing for the payment or discharge of all its obligations, distribute its remaining property, either in money or in kind, among its shareholders according to their respective rights.
Trust and Loan Companies Act — T-19.8 351
Dissolution instrument 351 (1) Unless a court has made an order in accordance with subsection 352(1), the Minister may, if satisfied that the company has complied with subsection 350(4) and that all the circumstances so warrant, issue letters patent dissolving the company. Company dissolved (2) A company in respect of which letters patent are issued under subsection (1) is dissolved and ceases to exist on the day stated in the letters patent.
Trust and Loan Companies Act — T-19.8 352
Application for court supervision 352 (1) The Superintendent or any interested person may, at any time during the liquidation of a company, apply to a court for an order for the continuance of the voluntary liquidation under the supervision of the court in accordance with this section and sections 353 to 365 and on such application the court may so order and make any further order it thinks fit. Idem (2) An application under subsection (1) to a court to supervise a voluntary liquidation shall state the reasons, verified by an affidavit of the applicant, why the court should supervise the liquidation. Notice to Superintendent (3) Where a person, other than the Superintendent, makes an application under subsection (1), the person shall give the Superintendent notice of the application and the Superintendent may appear and be heard in person or by counsel at the hearing of the application.
Trust and Loan Companies Act — T-19.8 353
Court supervision thereafter 353 (1) When a court makes an order under subsection 352(1), the liquidation of the company shall continue under the supervision of the court. Commencement of liquidation (2) The supervision of the liquidation of a company by the court pursuant to an order made under subsection 352(1) commences on the day the order is made.
Trust and Loan Companies Act — T-19.8 355
Cessation of business and powers 355 (1) Where a court makes an order for the liquidation of a company, (a) the company continues in existence but shall cease to carry on business, except the business that is, in the opinion of the liquidator, required for an orderly liquidation; and (b) the powers of the directors and shareholders, if any, are vested in the liquidator and cease to be vested in the directors or shareholders, except as specifically authorized by the court. Delegation by liquidator (2) A liquidator may delegate any of the powers vested by paragraph (1)(b) to the directors or shareholders, if any.
Trust and Loan Companies Act — T-19.8 356
Appointment of liquidator 356 When making an order for the liquidation of a company or at any time thereafter, the court may appoint any person, including a director, an officer or a shareholder of the company or any other company, as liquidator of the company.
Trust and Loan Companies Act — T-19.8 357
Vacancy in liquidator’s office 357 Where an order for the liquidation of a company has been made and the office of liquidator is or becomes vacant, the property of the company is under the control of the court until the office of liquidator is filled.
Trust and Loan Companies Act — T-19.8 359
Due diligence 359 A liquidator is not liable if they exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on (a) financial statements of the company represented to the liquidator by an officer of the company or in a written report of the auditor of the company fairly to reflect the financial condition of the company; or (b) a report of a person whose profession lends credibility to a statement made by them. 1991, c. 45, s. 359; 2005, c. 54, s. 443
Trust and Loan Companies Act — T-19.8 360
Examination of others 360 (1) Where a liquidator has reason to believe that any property of the company is in the possession or under the control of a person or that a person has concealed, withheld or misappropriated any such property, the liquidator may apply to the court for an order requiring that person to appear before the court at the time and place designated in the order and to be examined. Restoration and compensation (2) Where an examination conducted pursuant to subsection (1) discloses that a person has concealed, withheld or misappropriated any property of the company, the court may order that person to restore the property or pay compensation to the liquidator.
Trust and Loan Companies Act — T-19.8 361
Costs of liquidation 361 A liquidator shall pay the costs of liquidation out of the property of the company and shall pay or make adequate provision for all claims against the company.
Trust and Loan Companies Act — T-19.8 362
Final accounts 362 (1) Within one year after the appointment of a liquidator and after paying or making adequate provision for all claims against the company, the liquidator shall apply to the court (a) for approval of the final accounts of the liquidator and for an order permitting the distribution, in money or in kind, of the remaining property of the company to its shareholders, if any, or to the incorporators, according to their respective rights; or (b) for an extension of time, setting out the reasons therefor. Shareholder application (2) If a liquidator fails to make the application required by subsection (1), a shareholder of the company or, if there are no shareholders of the company, an incorporator may apply to the court for an order for the liquidator to show cause why a final accounting and distribution should not be made. Notification of final accounts (3) A liquidator shall give notice of the liquidator’s intention to make an application under subsection (1) to the Superintendent, to each inspector appointed under section 354, to each shareholder of the company or, if there are no shareholders, to each incorporator and to any person who provided a security or fidelity bond for the liquidation. Publication (4) The liquidator shall publish the notice required under subsection (3) in the Canada Gazette and once a week for two consecutive weeks in one or more newspapers in general circulation in each province in which the company has transacted any business within the preceding twelve months or as otherwise directed by the court.
Trust and Loan Companies Act — T-19.8 363
Final order 363 (1) If the court approves the final accounts rendered by a liquidator, the court shall make an order (a) directing the company to apply to the Minister for letters patent dissolving the company; (b) directing the custody or disposal of the documents, records and registers of the company; and (c) discharging the liquidator except in respect of the duty of a liquidator under subsection (2). Delivery of order (2) The liquidator shall forthwith send a certified copy of the order referred to in subsection (1) to the Superintendent.
Trust and Loan Companies Act — T-19.8 364
Right to distribution of money 364 (1) If in the course of the liquidation of a company the shareholders resolve to, or the liquidator proposes to, (a) exchange all or substantially all of the remaining property of the company for securities of another entity that are to be distributed to the shareholders or to the incorporators, or (b) distribute all or part of the remaining property of the company to the shareholders or to the incorporators in kind, a shareholder or incorporator may apply to the court for an order requiring the distribution of the remaining property of the company to be in money. Powers of court (2) On an application under subsection (1), the court may order (a) all of the remaining property of the company to be converted into and distributed in money; or (b) the claim of any shareholder or incorporator applying under this section to be satisfied by a distribution in money. Order by court (3) Where an order is made by a court under paragraph (2)(b), the court (a) shall fix a fair value on the share of the property of the company attributable to the shareholder or incorporator; (b) may in its discretion appoint one or more appraisers to assist the court in fixing a fair value in accordance with paragraph (a); and (c) shall render a final order against the company in favour of the shareholder or incorporator for the amount of the share of the property of the company attributable to the shareholder or incorporator.
Trust and Loan Companies Act — T-19.8 365
Dissolution by letters patent 365 (1) On an application made pursuant to an order under paragraph 363(1)(a), the Minister may issue letters patent dissolving the company. Company dissolved (2) A company in respect of which letters patent are issued under subsection (1) is dissolved and ceases to exist on the date of the issuance of the letters patent.
Trust and Loan Companies Act — T-19.8 366
Definition of shareholder and incorporator 366 In sections 368 and 369, shareholder and incorporator include the heirs and personal representatives of a shareholder or incorporator.
Trust and Loan Companies Act — T-19.8 367
Continuation of actions 367 (1) Notwithstanding the dissolution of a company under this Part, (a) a civil, criminal or administrative action or proceeding commenced by or against the company before its dissolution may be continued as if the company had not been dissolved; (b) a civil, criminal or administrative action or proceeding may be brought against the company within two years after its dissolution as if the company had not been dissolved; and (c) any property that would have been available to satisfy any judgment or order if the company had not been dissolved remains available for that purpose. Service on company (2) Service of a document on a company after its dissolution may be effected by serving the document on a person shown as a director in the incorporating instrument of the company or, if applicable, in the latest return sent to the Superintendent under section 499. 1991, c. 45, s. 367; 1999, c. 31, s. 218
Trust and Loan Companies Act — T-19.8 368
Limitations on liability 368 (1) Notwithstanding the dissolution of a company, a shareholder or incorporator to whom any of its property has been distributed is liable to any person claiming under subsection 367(1) to the extent of the amount received by that shareholder or incorporator on the distribution. Limitation (2) An action to enforce liability under subsection (1) may not be commenced except within two years after the date of the dissolution of the company. Action against class (3) A court may order an action referred to in subsections (1) and (2) to be brought against the persons who were shareholders or incorporators as a class, subject to such conditions as the court thinks fit. Reference (4) If the plaintiff establishes a claim in an action under subsection (3), the court may refer the proceedings to a referee or other officer of the court who may (a) add as a party to the proceedings each person found by the plaintiff to have been a shareholder or incorporator; (b) determine, subject to subsection (1), the amount that each person who was a shareholder or incorporator must contribute towards satisfaction of the plaintiff’s claim; and (c) direct payment of the amounts so determined.
Trust and Loan Companies Act — T-19.8 369
Where creditor cannot be found 369 Where a creditor, shareholder or incorporator to whom property is to be distributed on the dissolution of a company cannot be found, the portion of the property to be distributed to that creditor, shareholder or incorporator shall be converted into money and paid in accordance with section 371.
Trust and Loan Companies Act — T-19.8 370
Vesting in Crown 370 Subject to subsection 367(1) and sections 371 and 372, property of a company that has not been disposed of at the date of the dissolution of the company vests in Her Majesty in right of Canada.
Trust and Loan Companies Act — T-19.8 371
Unclaimed money on winding-up 371 (1) Notwithstanding the Winding-up and Restructuring Act , where the business of a company is being wound up, the liquidator or the company shall pay to the Minister on demand and in any event before the final winding-up of that business any amount that is payable by the liquidator or the company to a creditor, shareholder or incorporator of the company to whom payment thereof has not, for any reason, been made. Records (2) Where a liquidator or a company makes a payment to the Minister under subsection (1) with respect to a creditor, shareholder or incorporator, the liquidator or company shall concurrently forward to the Minister all documents, records and registers in the possession of the liquidator or company that relate to the entitlement of the creditor, shareholder or incorporator. Payment to Bank of Canada (3) The Minister shall pay to the Bank of Canada all amounts paid to the Minister under subsection (1) and shall provide the Bank of Canada with any document, record or register received by the Minister under subsection (2). Liquidator and company discharged (4) Payment by a liquidator or a company to the Minister under subsection (1) discharges the liquidator and the company in respect of which the payment is made from all liability for the amount so paid, and payment by the Minister to the Bank of Canada under subsection (3) discharges the Minister from all liability for the amount so paid. 1991, c. 45, s. 371; 1996, c. 6, s. 167
Trust and Loan Companies Act — T-19.8 372
Liability of Bank of Canada 372 (1) Subject to section 22 of the Bank of Canada Act , where payment has been made to the Bank of Canada of an amount under subsection 371(3), the Bank of Canada, if payment is demanded by a person who, but for subsection 371(4), would be entitled to receive payment of that amount from the liquidator, the company or the Minister, is liable to pay to that person at its head office an amount equal to the amount so paid to it, with interest thereon for the period, not exceeding ten years, from the day on which the payment was received by the Bank of Canada until the date of payment to the person, at such rate and computed in such manner as the Minister determines. Enforcing liability (2) The liability of the Bank of Canada under subsection (1) may be enforced by action against the Bank of Canada in the court in the province in which the debt or instrument was payable.
Trust and Loan Companies Act — T-19.8 373
Custody of records after dissolution 373 A person who has been granted custody of the documents, records and registers of a dissolved company shall keep them available for production for six years following the date of the dissolution of the company or until the expiration of such shorter period as may be ordered by the court when it orders the dissolution.