GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Winding-up and Restructuring Act — W-11 35
Powers 35 (1) A liquidator may, with the approval of the court, and on such previous notice to the creditors, contributories, shareholders or members of the company as the court orders, (a) bring or defend any action, suit or prosecution or other legal proceeding, civil or criminal, in his own name as liquidator or in the name or on behalf of the company, as the case may be; (b) carry on the business of the company so far as is necessary to the beneficial winding-up of the company; (c) sell the real and personal property, effects and choses in action of the company, by public auction or private contract, and transfer the whole thereof to any person or company, or sell them in parcels for such consideration as may be approved by the court; (d) do all acts and execute, in the name and on behalf of the company, all deeds, receipts and other documents, and for that purpose use, when necessary, the seal of the company; (e) prove, rank, claim and draw dividends in the matter of the bankruptcy, insolvency or sequestration of any contributory, for any sum due the company from the contributory, and take and receive dividends in respect of the sum in the matter of the bankruptcy, insolvency or sequestration, as a separate debt due from that contributory and rateably with the other separate creditors; (f) draw, accept, make and endorse any bill of exchange or promissory note in the name and on behalf of the company; (g) raise on the security of the assets of the company any requisite sum or sums of money; (h) do and execute all such other things as are necessary for winding-up the affairs of the company and distributing its assets; and (i) enter into an agreement with any compensation association designated by order of the Minister of Finance pursuant to section 449 or 591 of the Insurance Companies Act in order to facilitate the payment of claims to policyholders and the preservation of the value of the estate. Agreement provisions (1.1) An agreement referred to in paragraph (1)(i) may include provisions setting out the priority for repayment to the compensation association of amounts advanced by it to a company in accordance with the agreement. Company liable (2) The drawing, accepting, making or endorsing of every bill of exchange or promissory note mentioned in subsection (1), on behalf of the company, has the same effect, with respect to the liability of the company, as if the bill or note had been drawn, accepted, made or endorsed by or on behalf of the company in the course of the carrying on of its business. No delivery of assets needed (3) No delivery of the whole or of any part of the assets of the company is necessary to give a lien to any person taking security on the assets of the company. R.S., 1985, c. W-11, s. 35; 1996, c. 6, s. 147
Winding-up and Restructuring Act — W-11 35.1
Liquidator not liable 35.1 A liquidator is not liable to any person if the liquidator relies in good faith on an opinion, report or statement of a compensation association regarding its financial obligations in relation to an agreement referred to in paragraph 35(1)(i). 1996, c. 6, s. 148
Winding-up and Restructuring Act — W-11 36
Appointment of solicitor 36 A liquidator may, with the approval of the court, appoint a solicitor or law agent to assist him in the performance of his duties. R.S., c. W-10, s. 36
Winding-up and Restructuring Act — W-11 37
Debts due to the company 37 (1) A liquidator may, with the approval of the court, compromise all calls and liabilities to calls, debts and liabilities capable of resulting in debts, and all claims, demands and matters in dispute in any way relating to or affecting the assets of the company or the winding-up of the company, on the receipt of such sums, payable at such times, and generally on such terms, as are agreed on. Security may be taken (2) A liquidator may take any security for the discharge of the calls, debts, liabilities, claims, demands or disputed matters referred to in subsection (1), and give a complete discharge in respect of all or any of those calls, debts, liabilities, claims, demands or matters. R.S., c. W-10, s. 37
Winding-up and Restructuring Act — W-11 38
Creditors may be compromised 38 A liquidator may, with the approval of the court, make any compromise or arrangements that the liquidator considers appropriate with (a) in the case of a company other than an authorized foreign bank, creditors or persons claiming to be creditors of the company; and (b) in the case of an authorized foreign bank, creditors or persons claiming to be creditors of the authorized foreign bank or persons who hold security on its assets. R.S., 1985, c. W-11, s. 38; 1999, c. 28, s. 82
Winding-up and Restructuring Act — W-11 39
Court may provide as to powers 39 A court may provide, by any order subsequent to a winding-up order, that a liquidator may exercise any of the powers conferred on him by this Act, without the sanction or intervention of the court. R.S., c. W-10, s. 39
Winding-up and Restructuring Act — W-11 41
Inspectors 41 A court may appoint, at any time when found advisable, one or more inspectors, whose duty it is to assist and advise a liquidator in the liquidation of a company. R.S., c. W-10, s. 41
Winding-up and Restructuring Act — W-11 42
Remuneration 42 (1) A liquidator shall be paid such salary or remuneration, by way of percentage or otherwise, as the court directs, on such notice to the creditors, contributors, shareholders or members as the court orders. Distribution (2) If there is more than one liquidator appointed for the liquidation of a company, the remuneration shall be distributed among them in such proportions as the court directs. R.S., c. W-10, s. 42
Winding-up and Restructuring Act — W-11 43
Remuneration of inspectors 43 The court shall determine the remuneration, if any is deemed just, of inspectors. R.S., c. W-10, s. 43
Winding-up and Restructuring Act — W-11 48
If no liquidator 48 If at any time no liquidator has been appointed to wind up the business of a company, all the property of the company shall be deemed to be in the custody of the court. R.S., c. W-10, s. 48
Winding-up and Restructuring Act — W-11 49
Provision for discharge of liquidator 49 (1) Whenever a company is being wound up and the realization and distribution of its assets has proceeded so far that in the opinion of the court it becomes expedient that the liquidator should be discharged, and that the balance remaining in his hands of the moneys and assets of the company can be better realized and distributed by the court, the court may make an order discharging the liquidator and for payment, delivery and transfer into court, or to such officer or person as the court may direct, of those moneys and assets, and the moneys and assets shall be realized and distributed, by or under the direction of the court, among the persons entitled thereto, in the same way, as nearly as may be, as if the distribution were being made by the liquidator. Disposal of books and documents (2) In the case described in subsection (1), the court may make an order directing how the books, accounts and documents of the company and of the liquidator may be disposed of, and may order that they be deposited in court or otherwise dealt with as may be thought fit. R.S., c. W-10, s. 49
Winding-up and Restructuring Act — W-11 50
List of contributories 50 As soon as possible after the commencement of the winding-up of a company, the court shall settle a list of contributories. R.S., c. W-10, s. 50
Winding-up and Restructuring Act — W-11 51
Classes distinguished 51 In the list of contributories referred to in section 50, persons who are contributories in their own right shall be distinguished from persons who are contributories as representatives of or liable for the debts of others. R.S., c. W-10, s. 51
Winding-up and Restructuring Act — W-11 52
Adding heirs to list 52 It is not necessary, where the personal representative of any deceased contributory is placed on a list of contributories, to add the heirs or devisees of the contributory, but the heirs or devisees may be added as and when the court thinks fit. R.S., c. W-10, s. 52
Winding-up and Restructuring Act — W-11 53
Liability of shareholders 53 (1) Every shareholder or member of a company or his representative is liable to contribute the amount unpaid on his shares of the capital or on his liability to the company, or to its members or creditors, as the case may be, under the Act, charter or instrument of incorporation of the company, or otherwise. Liability an asset (2) The amount that a shareholder is liable to contribute under subsection (1) shall be deemed an asset of the company, and a debt due to the company, payable as directed or appointed under this Act. R.S., c. W-10, s. 53
Winding-up and Restructuring Act — W-11 54
Liability after transfer of shares 54 (1) Where a shareholder has transferred his shares under circumstances that do not, by law, free him from liability in respect thereof, or where he is by law liable to the company or its members or creditors, as the case may be, to an amount beyond the amount unpaid on his shares, he shall be deemed a member of the company for the purposes of this Act and is liable to contribute, under subsection 53(1), to the extent of his liabilities to the company or its members or creditors, independently of this Act. An asset (2) The amount that a shareholder is liable to contribute under subsection (1) shall be deemed an asset and a debt described in subsection 53(2). R.S., c. W-10, s. 54
Winding-up and Restructuring Act — W-11 55
Liability of contributory a debt 55 The liability of any person to contribute to the assets of a company under this Act, in the event of the business of the company being wound up, creates a debt accruing due from that person at the time when his liability commenced, but payable at the time or respective times when calls are made, under this Act, for enforcing that liability. R.S., c. W-10, s. 55
Winding-up and Restructuring Act — W-11 56
Provable against his estate 56 In the case of the bankruptcy or insolvency of any contributory, the estimated value of his liability to future calls, as well as calls already made, may be proved against his estate. R.S., c. W-10, s. 56
Winding-up and Restructuring Act — W-11 57
Handing over money and books 57 A court may, at any time after making a winding-up order, require any contributory for the time being settled on the list of contributories as trustee, receiver, banker, agent or officer of the company, to pay, deliver, convey, surrender or transfer forthwith, or within such time as the court directs, to or into the hands of the liquidator, any sum or balance, books, papers, estate or effects that are in his hands for the time being, and to which the company appears to be entitled. R.S., c. W-10, s. 57
Winding-up and Restructuring Act — W-11 58
Payment by contributory 58 A court may, at any time after making a winding-up order, make an order on any contributory for the time being settled on the list of contributories, directing payment to be made, in the manner mentioned in the order, of any moneys due from him or from the estate of the person whom he represents to the company, exclusive of any moneys that he or the estate of the person whom he represents is liable to contribute by virtue of any call made in pursuance of this Act. R.S., c. W-10, s. 58
Winding-up and Restructuring Act — W-11 59
Calls on contributories 59 A court may, at any time after making a winding-up order, and either before or after it has ascertained the sufficiency of the assets of the company, make calls on and order payment thereof by all or any of the contributories for the time being settled on the list of contributories, to the extent of their liability, for payment of all or any sums it deems necessary to satisfy the debts and liabilities of the company, for the costs, charges and expenses of winding-up and for the adjustment of the rights of the contributories among themselves. R.S., c. W-10, s. 59
Winding-up and Restructuring Act — W-11 60
Consideration of possible failure to pay 60 (1) A court may, in making a call, take into consideration the probability that some of the contributories on whom the call is made may partly or wholly fail to pay their respective portions of the call. Maturity of debt (2) No call compels payment of a debt before the maturity thereof and the extent of the liability of any contributory is not increased by anything in this section. R.S., c. W-10, s. 60
Winding-up and Restructuring Act — W-11 61
Order for payment 61 (1) A court may order any contributory, purchaser or other person from whom money is due to the company to pay the money into a bank or Government savings bank, to the account of the court instead of the liquidator. Enforcement (2) An order under subsection (1) may be enforced in the same manner as if it had directed payment to the liquidator. R.S., c. W-10, s. 61
Winding-up and Restructuring Act — W-11 62
Rights of contributories 62 The court shall adjust the rights of the contributories among themselves. R.S., c. W-10, s. 62
Winding-up and Restructuring Act — W-11 63
Meetings 63 A court may, if it thinks expedient, direct meetings of the creditors, contributories, shareholders or members of a company to be summoned, held and conducted in such manner as the court directs, for the purpose of ascertaining their wishes, and may appoint a person to act as chairman of any of those meetings, and to report the result of those meetings to the court. R.S., c. W-10, s. 63
Winding-up and Restructuring Act — W-11 64
Votes according to amount of claim 64 (1) In the case described in section 63, regard shall, with respect to creditors, be had as to the amount of the debt due to each creditor and with respect to shareholders or members, as to the number of votes conferred on each shareholder or member by law or by the regulations of the company. Preliminary proof (2) The court may prescribe the mode of preliminary proof of creditors’ claims for the purpose of any meeting directed to be held under section 63. R.S., c. W-10, s. 64
Winding-up and Restructuring Act — W-11 65
Court may summon creditors to consider any proposed compromise 65 Where any compromise or arrangement is proposed between a company in the course of being wound up under this Act and the creditors of the company, or by and between any of those creditors or any class or classes of those creditors and the company or is proposed by the liquidator, the court, in addition to any other of its powers, may, on the application, in a summary way, of any creditor or of the liquidator, order that a meeting of those creditors or class or classes of creditors be summoned in such manner as the court shall direct. R.S., 1985, c. W-11, s. 65; 1996, c. 6, s. 151
Winding-up and Restructuring Act — W-11 66
Sanction of compromise 66 If a majority in number, representing three-fourths in value, of the creditors or class or classes of creditors referred to in section 65, present either in person or by proxy at the meeting summoned under that section, agree to any arrangement or compromise, the arrangement or compromise may be sanctioned by an order of the court, and in such case is binding on all the creditors or on the class or classes of creditors, as the case may be, and also on the liquidator and contributories of the company. R.S., c. W-10, s. 66
Winding-up and Restructuring Act — W-11 67
Chairman of meeting 67 In directing meetings of creditors, contributories, shareholders or members of a company to be held as provided in this Act, the court may either appoint a person to act as chairman of the meeting or direct that a chairman be appointed by the persons entitled to be present at the meeting, and, in the event the appointed chairman fails to attend the meeting, the persons present at the meeting may elect a qualified person as chairman who shall perform the duties prescribed by this Act. R.S., c. W-10, s. 67
Winding-up and Restructuring Act — W-11 68
Voting to be in person or by proxy 68 No creditor, contributory, shareholder or member of a company shall vote at any meeting unless present personally or represented by a person acting under a written authority, filed with the chairman or liquidator, to act as the representative at the meeting, or generally. R.S., c. W-10, s. 68
Winding-up and Restructuring Act — W-11 69 and 70
69 and 70 [Repealed, 1996, c. 6, s. 152]
Winding-up and Restructuring Act — W-11 71
What debts may be proved 71 (1) When the business of a company is being wound up under this Act, all debts and all other claims against the company in existence at the commencement of the winding-up, certain or contingent, matured or not, and liquidated or unliquidated, are admissible to proof against the company and, subject to subsection (2), the amount of any claim admissible to proof is the unpaid debt or other liability of the company outstanding or accrued at the commencement of the winding-up. Uncertain claims valued (2) In case of any claim subject to any contingency or for unliquidated damages or which for any other reason does not bear a certain value, the court shall determine the value of the claim and the amount for which it shall rank. R.S., 1985, c. W-11, s. 71; 1996, c. 6, s. 153
Winding-up and Restructuring Act — W-11 72
Claims of clerks and employees privileged 72 Clerks or other persons in, or having been in the employment of, a company, in or about its business or trade, shall be collocated in the dividend sheet by special privilege over other creditors, for any arrears of salary or wages due and unpaid to them at the time of the making of a winding-up order in respect of the company, not exceeding the arrears that have accrued to them during the three months immediately preceding the date of that order. R.S., c. W-10, s. 72
Winding-up and Restructuring Act — W-11 73
Law of set-off to apply 73 (1) The law of set-off, as administered by the courts, whether of law or equity, applies to all claims on the estate of a company, and to all proceedings for the recovery of debts due or accruing due to a company at the commencement of the winding-up of the company, in the same manner and to the same extent as if the business of the company was not being wound up under this Act. Trust money (2) For greater certainty, where the business of a trust company is being wound up under this Act, the law of set-off applies in respect of all moneys received or held by the company as deposits, without regard to whether those moneys are considered to be received or held by it in a trustee-beneficiary relationship. R.S., 1985, c. W-11, s. 73; 1996, c. 6, s. 154
Winding-up and Restructuring Act — W-11 74
Time for sending in claims 74 A court may, with respect to the winding-up of a company, fix a certain day or certain days on or within which creditors of the company may send in their claims, and may direct notice thereof to be given by the liquidator, and may determine the manner in which notice of the day or days so fixed shall be given by the liquidator to the creditors. R.S., c. W-10, s. 74
Winding-up and Restructuring Act — W-11 75
Creditors required to prove claims 75 (1) The liquidator may give notice in writing to creditors who have sent in their claims to him or of whose claims he has notice, and to creditors whose claims he considers should not be allowed without proof, requiring them to attend before the court on a day to be named in the notice and prove their claims to the satisfaction of the court. Disallowance on default (2) Where a creditor does not attend in pursuance of the notice given under subsection (1), his claim shall be disallowed, unless the court sees fit to grant further time for the proof thereof. Disallowance on hearing (3) Where a creditor attends in pursuance of the notice given under subsection (1), the court may on hearing the matter allow or disallow the claim of that creditor in whole or in part. R.S., c. W-10, s. 75
Winding-up and Restructuring Act — W-11 76
Distribution of assets 76 (1) After the notices required by sections 74 and 75 have been given, the respective times specified in the notices have expired and all claims of which proof has been required by due notice in writing by the liquidator in that behalf have been allowed or disallowed by the court in whole or in part, the liquidator may distribute the assets of the company or any part of those assets among the persons entitled to them and without reference to any claim against the company, or, in the case of an authorized foreign bank, against the authorized foreign bank in respect of its business in Canada, that has not then been sent to the liquidator. Claims not sent in (2) The liquidator is not liable to any person whose claim has not been sent in at the time of distributing the assets or part thereof under subsection (1) for the assets or part thereof so distributed. R.S., 1985, c. W-11, s. 76; 1999, c. 28, s. 83
Winding-up and Restructuring Act — W-11 77
Rank of claims sent in after distribution started 77 Where any claim or claims are sent in to the liquidator after any partial distribution of the assets of a company, the claim or claims, subject to proof and allowance as required by this Act, shall rank with other claims of creditors in any future distribution of assets of the company. R.S., c. W-10, s. 77
Winding-up and Restructuring Act — W-11 78
Duty of creditor holding security 78 If a creditor holds security on the estate of a company, or, in the case of an authorized foreign bank, a creditor or person holds security on the assets of the authorized foreign bank, the creditor or person shall specify the nature and amount of the security in the claim, and shall, in the claim, on oath, put a specified value on the security. R.S., 1985, c. W-11, s. 78; 1999, c. 28, s. 84
Winding-up and Restructuring Act — W-11 79
Option of liquidator 79 The liquidator, under the authority of the court, may either consent to the retention by the creditor, or, in the case of an authorized foreign bank, by the creditor or person who holds security, of the property and effects constituting the security referred to in section 78 or on which it attaches, at the value specified on the security, property and effects, or may require from the creditor or person an assignment and delivery of the security, property and effects, at the specified value, to be paid by the liquidator out of the estate as soon as the liquidator has realized the security, together with interest on the value from the date of filing the claim until payment. R.S., 1985, c. W-11, s. 79; 1999, c. 28, s. 84
Winding-up and Restructuring Act — W-11 80
Ranking of secured creditor 80 In the event of the retention referred to in section 79, the difference between the value at which the security is retained and the amount of the claim of the creditor shall be the amount for which he may rank in any future distribution of assets. R.S., c. W-10, s. 80
Winding-up and Restructuring Act — W-11 81
Security by negotiable instrument 81 (1) If a creditor holds a claim based on negotiable instruments on which the company or, in the case of an authorized foreign bank, the authorized foreign bank in respect of its business in Canada, is only indirectly or secondarily liable and that is not mature or exigible, the creditor is considered to hold security within the meaning of sections 78, 79 and 80, and shall put a value on the liability of the person primarily liable on the security as being the security for the payment of the claim. Revaluation (2) After the maturity of the liability referred to in subsection (1) and its non-payment, the creditor is entitled to amend and revalue his claim. R.S., 1985, c. W-11, s. 81; 1999, c. 28, s. 85