GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Insurance Companies Act — I-11.8 380
No property and no liabilities 380 (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.
Insurance Companies Act — I-11.8 381
Proposing liquidation 381 (1) The voluntary liquidation and dissolution of a company, other than a company referred to in subsection 380(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 147 and 148. 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.
Insurance Companies Act — I-11.8 382
Shareholders’ resolution 382 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.
Insurance Companies Act — I-11.8 383
Approval of Minister required 383 (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 381 and 382, until an application made by the company pursuant to section 382 has been approved by the Minister. Conditional approval (2) If the Minister is satisfied on the basis of an application made under section 382 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 382 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 382 with respect to a company, the company shall (a) cause notice of the approval to be sent to each known claimant, except policyholders, 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 or provide for all its obligations and do all other acts required to liquidate its business; and (d) [Repealed, 1997, c. 15, s. 239] (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. 1991, c. 47, s. 383; 1997, c. 15, s. 239; 2012, c. 5, s. 126
Insurance Companies Act — I-11.8 384
Dissolution instrument 384 (1) Unless a court has made an order in accordance with subsection 385(1), the Minister may, if satisfied that the company has complied with subsection 383(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.
Insurance Companies Act — I-11.8 385
Application for court supervision 385 (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 386 to 398 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.
Insurance Companies Act — I-11.8 386
Court supervision thereafter 386 (1) When a court makes an order under subsection 385(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 385(1) commences on the day the order is made.
Insurance Companies Act — I-11.8 387
Powers of court 387 In connection with the liquidation and dissolution of a company, the court may, where it is satisfied that the company is able to pay or adequately provide for the discharge of all its obligations and to make satisfactory arrangements for the protection of its policyholders, 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 company; (f) an order, at any stage of the proceedings, restraining the directors and officers of the company from (i) exercising any of their powers, or (ii) collecting or receiving any debt or other property of the company, and from paying out or transferring any property of the company, 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 policyholder (i) to the company, or (ii) for an obligation of the company; (h) an order approving the payment, satisfaction or compromise of claims against the company 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 company, 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 company; (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 394 to 396, an order approving any proposed, interim or final distribution to shareholders, if any, or incorporators, in money or in property; (m) an order disposing of any property belonging to creditors, shareholders, policyholders, and incorporators who cannot be found; (n) on the application of any director, officer, shareholder, policyholder, 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 company all of its remaining property; and (o) after the liquidator has rendered the liquidator’s final account to the court, an order directing the company to apply to the Minister for letters patent dissolving the company. 1991, c. 47, s. 387; 2005, c. 54, s. 292(F)
Insurance Companies Act — I-11.8 388
Cessation of business and powers 388 (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.
Insurance Companies Act — I-11.8 389
Appointment of liquidator 389 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.
Insurance Companies Act — I-11.8 390
Vacancy in liquidator’s office 390 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.
Insurance Companies Act — I-11.8 391
Duties of liquidator 391 (1) A liquidator shall (a) forthwith after appointment give notice thereof to the Superintendent and to each claimant and creditor of the company 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 company has transacted any business within the preceding twelve months, requiring (i) any person indebted to the company 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 company to deliver it to the liquidator at the time and place specified in the notice, and (iii) any person having a claim against the company, whether liquidated, unliquidated, future or contingent, other than a policyholder having an unliquidated claim, 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 company; (d) [Repealed, 1997, c. 15, s. 240] (e) open and maintain a trust account for the moneys received by the liquidator in the course of the liquidation of the company; (f) keep accounts of the moneys received and paid out by the liquidator in the course of the liquidation of the company; (g) maintain separate lists of each class of creditors, shareholders, policyholders and other persons having claims against the company; (h) if at any time the liquidator determines that the company is unable to pay or adequately provide for the discharge of its obligations, apply to the court for directions; (i) 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 company prepared in accordance with subsection 331(1) or prepared in such manner as the liquidator thinks proper or as the court requires; and (j) after the final accounts are approved by the court, distribute any remaining property of the company among the shareholders, if any, or incorporators, according to their respective rights. Powers of liquidator (2) A liquidator may (a) retain actuaries, 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 company; (c) carry on the business of the company as required for an orderly liquidation; (d) sell by public auction or private sale any property of the company; (e) do all acts and execute documents in the name and on behalf of the company; (f) borrow money on the security of the property of the company; (g) settle or compromise any claims by or against the company; and (h) do all other things necessary for the liquidation of the company and distribution of its property. 1991, c. 47, s. 391; 1997, c. 15, s. 240
Insurance Companies Act — I-11.8 392
Due diligence 392 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. 47, s. 392; 2005, c. 54, s. 293
Insurance Companies Act — I-11.8 393
Examination of others 393 (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.
Insurance Companies Act — I-11.8 394
Costs of liquidation 394 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.
Insurance Companies Act — I-11.8 395
Final accounts 395 (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 387, 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.
Insurance Companies Act — I-11.8 396
Final order 396 (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.
Insurance Companies Act — I-11.8 397
Right to distribution of money 397 (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.
Insurance Companies Act — I-11.8 398
Dissolution by letters patent 398 (1) On an application made pursuant to an order under paragraph 396(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.
Insurance Companies Act — I-11.8 399
Definition of shareholder and incorporator 399 In sections 401 and 402, shareholder and incorporator include the heirs and personal representatives of a shareholder or incorporator.
Insurance Companies Act — I-11.8 400
Continuation of actions 400 (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 668.
Insurance Companies Act — I-11.8 401
Limitations on liability 401 (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 400(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.
Insurance Companies Act — I-11.8 402
Where creditor cannot be found 402 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 404.
Insurance Companies Act — I-11.8 403
Vesting in Crown 403 Subject to subsection 400(1) and sections 404 and 405, 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.
Insurance Companies Act — I-11.8 404
Unclaimed money on winding-up 404 (1) Where the business of a company is being wound up under this Division, 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 Receiver General (3) The Minister shall pay to the Receiver General all amounts paid to the Minister under subsection (1). 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 Receiver General under subsection (3) discharges the Minister from all liability for the amount so paid.
Insurance Companies Act — I-11.8 405
Recovery 405 If at any time a person establishes an entitlement to any moneys paid to the Receiver General under this Division, the Receiver General shall pay an equivalent amount to that person out of the Consolidated Revenue Fund.
Insurance Companies Act — I-11.8 406
Custody of records after dissolution 406 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.