GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Bank Act — B-1.01 335
Powers of court 335 (1) In connection with an action brought or intervened in under subsection 334(1), the court may at any time make any order it thinks fit including, without limiting the generality of the foregoing, (a) an order authorizing the Superintendent, the complainant or any other person to control the conduct of the action; (b) an order giving directions for the conduct of the action; (c) an order directing that any amount adjudged payable by a defendant in the action be paid, in whole or in part, directly to the following instead of to the bank or the subsidiary: (i) if the bank is not a federal credit union, former and present security holders of the bank or subsidiary, or (ii) if the bank is a federal credit union, former and present members or security holders of the federal credit union or former and present security holders of the subsidiary; and (d) an order requiring the bank or the subsidiary to pay reasonable legal fees incurred by the Superintendent or the complainant in connection with the action. Jurisdiction (2) Notwithstanding subsection (1), the court may not make any order in relation to any matter that would, under this Act, require the approval of the Minister or the Superintendent. 1991, c. 46, s. 335; 2010, c. 12, s. 2033
Bank Act — B-1.01 336
Status of approval 336 (1) An application made or an action brought or intervened in under subsection 334(1) or section 338 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 bank or its subsidiary has been or might be approved by the shareholders or members of the bank, or by the shareholders of the subsidiary, but evidence of approval by the shareholders or the members, as the case may be, may be taken into account by the court in making an order under section 335. Court approval to discontinue (2) An application made or an action brought or intervened in under subsection 334(1) or section 338 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. 1991, c. 46, s. 336; 2010, c. 12, s. 2034
Bank Act — B-1.01 337
No security for costs 337 (1) A complainant is not required to give security for costs in any application made or any action brought or intervened in under subsection 334(1) or section 338. Interim costs (2) In an application made or an action brought or intervened in under subsection 334(1) or section 338, the court may at any time order the bank 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. 46, s. 337; 2005, c. 54, s. 76(F)
Bank Act — B-1.01 338
Application to rectify records 338 (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, the members register or any other record of a bank, the bank, a security holder of the bank, a member of the bank or any aggrieved person may apply to a court for an order that the 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 register or other record of the bank to be rectified; (b) an order restraining a bank from calling or holding a meeting of shareholders or members, or paying a dividend or patronage allocation, 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 register or records of the bank, whether the issue arises between two or more security holders or alleged security holders, or two or more members or alleged members, or between the bank and any security holder or alleged security holder or member or alleged member; and (d) an order compensating a party who has incurred a loss. 1991, c. 46, s. 338; 2010, c. 12, s. 2035
Bank Act — B-1.01 339
Definition of court 339 For the purposes of subsections 346(1) and 347(1) and (2), sections 348 to 352, subsection 353(1), sections 355 and 357 to 359, subsections 363(3) and (4) and section 368, court means a court having jurisdiction in the place where the bank has its head office.
Bank Act — B-1.01 340
Application of subsection (2) and sections 341 to 368 340 (1) Subsection (2) and sections 341 to 368 do not apply to a bank 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 bank shall be stayed if the bank is at any time found to be insolvent within the meaning of the Winding-up and Restructuring Act . 1991, c. 46, s. 340; 1996, c. 6, s. 167
Bank Act — B-1.01 341
Returns to Superintendent 341 A liquidator appointed under this Part to wind up the business of a bank shall provide the Superintendent with such information relating to the business and affairs of the bank in such form as the Superintendent requires.
Bank Act — B-1.01 342
No property and no liabilities 342 (1) A bank that has no property and no liabilities may apply to the Minister for letters patent dissolving the bank if it is authorized by (a) in the case of a bank that is not a federal credit union, a special resolution of the shareholders or, if there are no shareholders, by a resolution of all the directors; or (b) in the case of a federal credit union, a special resolution of the members and a separate special resolution of the shareholders, if any. 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 bank. Effect of letters patent (3) A bank in respect of which letters patent are issued under subsection (2) ceases to exist on the day stated in the letters patent. 1991, c. 46, s. 342; 2010, c. 12, s. 2036
Bank Act — B-1.01 343
Proposing liquidation 343 (1) The voluntary liquidation and dissolution of a bank, other than a bank referred to in subsection 342(1), (a) may be proposed by its directors; (b) may, if the bank is not a federal credit union, 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 143 and 144; or (c) may, if the bank is a federal credit union, be initiated by way of a proposal made by a member in accordance with section 144.1. Terms must be set out (2) A notice of any meeting at which the voluntary liquidation and dissolution of a bank is to be proposed must set out the terms of the proposal. 1991, c. 46, s. 343; 2010, c. 12, s. 2037
Bank Act — B-1.01 344
Resolutions 344 If the voluntary liquidation and dissolution of a bank is proposed, the bank may apply to the Minister for letters patent dissolving the bank (a) if, in the case of a bank that is not a federal credit union, it is authorized by a special resolution of the shareholders or, if the bank 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; or (b) if, in the case of a federal credit union, it is authorized by a special resolution of the members and, if the federal credit union has issued one or more classes of shares, by separate special resolution of each class of shareholders whether or not those shareholders are otherwise entitled to vote. 1991, c. 46, s. 344; 2010, c. 12, s. 2038
Bank Act — B-1.01 345
Approval of Minister required 345 (1) No action directed toward the voluntary liquidation and dissolution of a bank shall be taken by a bank, other than as provided in sections 343 and 344, until an application made by the bank pursuant to section 344 has been approved by the Minister. Conditional approval (2) Where the Minister is satisfied on the basis of an application made pursuant to section 344 that the circumstances warrant the voluntary liquidation and dissolution of a bank, the Minister may, by order, approve the application. Effect of approval (3) Where the Minister has approved an application made pursuant to section 344 with respect to a bank, the bank 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 344 with respect to a bank, the bank shall (a) cause notice of the approval to be sent to each known claimant against and creditor of the bank; (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 bank 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 or members, as the case may be, discharge all its obligations and do all other acts required to liquidate its business; and (d) 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, or its members, as the case may be. 1991, c. 46, s. 345; 2010, c. 12, s. 2039
Bank Act — B-1.01 346
Dissolution instrument 346 (1) Unless a court has made an order in accordance with subsection 347(1), the Minister may, if satisfied that the bank has complied with subsection 345(4) and that all the circumstances so warrant, issue letters patent dissolving the bank. Bank dissolved (2) A bank 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.
Bank Act — B-1.01 347
Application for court supervision 347 (1) The Superintendent or any interested person may, at any time during the liquidation of a bank, 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 348 to 360 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.
Bank Act — B-1.01 348
Court supervision thereafter 348 (1) When a court makes an order under subsection 347(1), the liquidation of the bank shall continue under the supervision of the court. Commencement of liquidation (2) The supervision of the liquidation of a bank by the court pursuant to an order made under subsection 347(1) commences on the day the order is made.
Bank Act — B-1.01 349
Powers of court 349 In connection with the liquidation and dissolution of a bank, the court may, where it is satisfied that the bank is able to pay or adequately provide for the discharge of all its obligations, make any order it thinks fit including, without limiting the generality of the foregoing, (a) an order to liquidate; (b) an order appointing a liquidator, with or without security, fixing a liquidator’s remuneration and replacing a liquidator; (c) an order appointing inspectors or referees, specifying their powers, fixing their remuneration and replacing inspectors or referees; (d) an order determining the notice to be given to any interested person, or dispensing with notice to any person; (e) an order determining the validity of any claims made against the bank; (f) an order, at any stage of the proceedings, restraining the directors and officers of the bank from (i) exercising any of their powers, or (ii) collecting or receiving any debt or other property of the bank, and from paying out or transferring any property of the bank, except as permitted by the court; (g) an order determining and enforcing the duty or liability of any present or former director, officer, shareholder or member (i) to the bank, or (ii) for an obligation of the bank; (h) an order approving the payment, satisfaction or compromise of claims against the bank and the retention of assets for that purpose, and determining the adequacy of provisions for the payment, discharge or transfer of any obligation of the bank, whether liquidated, unliquidated, future or contingent; (i) with the concurrence of the Superintendent, an order providing for the disposal or destruction of the documents, records or registers of the bank; (j) on the application of a creditor, an inspector or the liquidator, an order giving directions on any matter arising in the liquidation; (k) after notice has been given to all interested parties, an order relieving the liquidator from any omission or default on such terms as the court thinks fit and confirming any act of the liquidator; (l) subject to sections 356 to 358, an order approving any proposed, interim or final distribution to shareholders or members, as the case may be, or incorporators, in money or in property; (m) an order disposing of any property belonging to creditors, shareholders, members and incorporators who cannot be found; (n) on the application of any director, officer, shareholder, member, incorporator, creditor or the liquidator, (i) an order staying the liquidation proceedings on such terms and conditions as the court thinks fit, (ii) an order continuing or discontinuing the liquidation proceedings, or (iii) an order to the liquidator to restore to the bank all of its remaining property; and (o) after the liquidator has rendered the liquidator’s final account to the court, an order directing the bank to apply to the Minister for letters patent dissolving the bank. 1991, c. 46, s. 349; 2005, c. 54, s. 77(F); 2010, c. 12, s. 2040
Bank Act — B-1.01 350
Cessation of business and powers 350 (1) Where a court makes an order for the liquidation of a bank, (a) the bank 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, shareholders and members are vested in the liquidator and cease to be vested in the directors, shareholders and members, 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, shareholders or members, if any. 1991, c. 46, s. 350; 2010, c. 12, s. 2041
Bank Act — B-1.01 351
Appointment of liquidator 351 When making an order for the liquidation of a bank, or at any later time, the court may appoint any person, including a director, an officer, a shareholder or a member of the bank or any other bank, as liquidator of the bank. 1991, c. 46, s. 351; 2010, c. 12, s. 2042
Bank Act — B-1.01 352
Vacancy in liquidator’s office 352 Where an order for the liquidation of a bank has been made and the office of liquidator is or becomes vacant, the property of the bank is under the control of the court until the office of liquidator is filled.
Bank Act — B-1.01 353
Duties of liquidator 353 (1) A liquidator shall (a) forthwith after appointment give notice thereof to the Superintendent and to each claimant and creditor of the bank known to the liquidator; (b) forthwith after appointment publish notice thereof 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 bank has transacted any business within the preceding twelve months, requiring (i) any person indebted to the bank to render an account and pay to the liquidator at the time and place specified in the notice any amount owing, (ii) any person possessing property of the bank to deliver it to the liquidator at the time and place specified in the notice, and (iii) any person having a claim against the bank, whether liquidated, unliquidated, future or contingent, to present particulars thereof in writing to the liquidator not later than sixty days after the first publication of the notice; (c) take into custody and control the property of the bank; (d) open and maintain a trust account for the moneys received by the liquidator in the course of the liquidation of the bank; (e) keep accounts of the moneys received and paid out by the liquidator in the course of the liquidation of the bank; (f) maintain separate lists of members and of each class of creditors, shareholders and other persons having claims against the bank; (g) if at any time the liquidator determines that the bank is unable to pay or adequately provide for the discharge of its obligations, apply to the court for directions; (h) deliver to the court and to the Superintendent, at least once in every twelve month period after the liquidator’s appointment or more often as the court requires, the annual statement of the bank prepared in accordance with subsection 308(1) or prepared in such manner as the liquidator thinks proper or as the court requires; and (i) after the final accounts are approved by the court, distribute any remaining property of the bank among the shareholders, incorporators or members, according to their respective rights. Powers of liquidator (2) A liquidator may (a) retain lawyers, notaries, accountants, appraisers and other professional advisers; (b) bring, defend or take part in any civil, criminal or administrative action or proceeding in the name and on behalf of the bank; (c) carry on the business of the bank as required for an orderly liquidation; (d) sell by public auction or private sale any property of the bank; (e) do all acts and execute documents in the name and on behalf of the bank; (f) borrow money on the security of the property of the bank; (g) settle or compromise any claims by or against the bank; and (h) do all other things necessary for the liquidation of the bank and distribution of its property. 1991, c. 46, s. 353; 2010, c. 12, s. 2043
Bank Act — B-1.01 354
Due diligence 354 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 bank represented to the liquidator by an officer of the bank or in a written report of the auditor or auditors of the bank fairly to reflect the financial condition of the bank; or (b) a report of a person whose profession lends credibility to a statement made by them. 1991, c. 46, s. 354; 2005, c. 54, s. 78
Bank Act — B-1.01 355
Examination of others 355 (1) Where a liquidator has reason to believe that any property of the bank 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 bank, the court may order that person to restore the property or pay compensation to the liquidator.
Bank Act — B-1.01 356
Costs of liquidation 356 A liquidator shall pay the costs of liquidation out of the property of the bank and shall pay or make adequate provision for all claims against the bank.
Bank Act — B-1.01 357
Final accounts 357 (1) Within one year after the appointment of a liquidator and after paying or making adequate provision for all claims against the bank, 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 bank to its shareholders, or members, if any, or to the incorporators, according to their respective rights; or (b) for an extension of time, setting out the reasons therefor. Application by shareholder or member (2) If a liquidator fails to make the application required by subsection (1), a shareholder of the bank or, if there are no shareholders of the bank, an incorporator — or, if the bank is a federal credit union, a member or shareholder of the federal credit union or, if there are no members or shareholders, 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 must give notice of their intention to make an application under subsection (1) to the Superintendent, to each inspector appointed under section 349, to each shareholder of the bank or, if there are no shareholders, to each incorporator and to any person who provided a security or fidelity bond for the liquidation. If the bank is a federal credit union, the liquidator must also give the notice to each member of the federal credit union. 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 bank has transacted any business within the preceding twelve months or as otherwise directed by the court. 1991, c. 46, s. 357; 2010, c. 12, s. 2044
Bank Act — B-1.01 358
Final order 358 (1) If the court approves the final accounts rendered by a liquidator, the court shall make an order (a) directing the bank to apply to the Minister for letters patent dissolving the bank; (b) directing the custody or disposal of the documents, records and registers of the bank; 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.